Post on 18-Apr-2020
TRIVENI GLASS LIMITED
TRIVENI GLASS LIMITED
Explanation to the Auditors’ Qualification
1. 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.
2. 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.
TRIVENI GLASS LIMITED
TRIVENI GLASS LIMITED
43rd ANNUAL REPORT
TRIVENI GLASS LIMITED
Contents
1. Corporate Information
2. Notice to the Annual General Meeting
3. Board Report
4. Annexure
5. Corporate Governance report
6. CEO/CFO Certificate
7. Auditor certificate under clause 49
8. Management Discussion and Analysis Report
9. Independent Auditors Report on Financial Statement
10. Balance Sheet
11. Profit and Loss Account
12. Cash flow Statement
13. Notes to the Accounts
14. Attendance sheet and Proxy Form
Schedule of 43rd Annual General Meeting
Date
30th Day of September 2014
Day
Tuesday
Place
Hotel Allahabad Regency,
16, Tashkent Marg, Civil Lines,Allahabad.
Time
11:00 AM
TRIVENI GLASS LIMITED
CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. J.K Agrawal (DIN: 00452816) Mr. A K Dhawan (DIN: 00694401) Dr. Kamlesh Narain Agarwala (DIN: 02949067) Mr. Ashoka Kumar Rastogi (DIN: 02800440) Mr. Peeyush Kumar Kesharwani (DIN: 00559591)
Managing Director Director Finance Independent Director Independent Director Independent Director
COMPANY SECRETARY & COMPLIANCE OFFICER Ms. Sushma Membership No.: A34410 Tel: 7704068037
E-mail Id: sushmagavri5@gmail.com
STATUTORY AUDITORS M/s. Amit Ray & Co. Chartered Accountants M No. 070468 & FRN : 000483C Tel: 0532-2402763, 09335157473 E-mail Id: allahabad@amitrayco.com
INTERNAL AUDITOR M/s. Gopal Gupta & Associates Chartered Accountants M No. 407472 Tel: 0532-2400703, 09415309678 Email Id: mailtoggco@gmail.com
SECRETARIAL AUDITOR Mr. Samarendra Roy Practicing Company Secretary M No. F1406 & C P No 4230 Tel: 9830165672
Email Id: samarendra_roy@rediffmail.com
REGISTRARS & SHARE TRANSFER AGENT CB Management Services (P) Ltd P-22, Bondel Road, Kolkata-700 019 Telephone: 033-2280-6692 Fax: 033-2247-0263 Email: cbmsl@cal2.vsnl.net.in
BANKERS State Bank Of India Canara Bank HDFC Bank Ltd
REGISTERED OFFICE & CONTACT DETAILS 1. Kanpur Road, Allahabad 211001 Telephone: 0532 2407325 Fax: 0532-2407450 Email: akd@triveniglassltd.com Website: www.triveniglassltd.com
LISTED AT BSE Limited P.J. Towers, Dalal Street Mumbai-400001 Scrip Code: 502281
OTHER DETAILS CIN: L26101UP1971PLC003491 ISIN:INE094C01011
TRIVENI GLASS LIMITED
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE
Dr. Kamlesh Narain Agarwala Independent Director
Member & Chairman
Mr. Ashoka Kumar Rastogi Independent Director
Member
Mr. Peeyush Kumar Kesharwani Independent Director Mr. Anil Kumar Dhawan Director- Finance
Member Member
Ms. Sushma Company Secretary
Secretary
NOMINATION & REMUNERATION COMMITTEE
Dr. Kamlesh Narain Agarwala Independent Director
Member & Chairman
Mr. Ashoka Kumar Rastogi Independent Director
Member
Mr. Peeyush Kumar Kesharwani Independent Director
Member
STAKEHOLDER RELATIONSHIP COMMITTEE
Mr. Peeyush Kumar Kesharwani Independent Director
Member & Chairman
Mr. A K Dhawan Director Finance
Member
Mr. J K Agrawal Managing Director
Member
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Mr. J K Agrawal Managing Director
Member & Chairman
Mr. A K Dhawan Director Finance
Member
Mr. Peeyush Kumar Kesharwani Independent Director
Member
IMPORTANT COMMUNICATION TO THE MEMBERS
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circulars stating that service of Notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, with the Registrar & Share Transfer Agent of the Company.
TRIVENI GLASS LIMITED
TRIVENI GLASS LIMITED R.O.: 1. Kanpur Road, Allahabad 211001 Tel: 0532 2407325 Fax: 0532-2407450
Email: akd@triveniglassltd.com Website: www.triveniglassltd.com
CIN: L26101UP1971PLC003491
NOTICE OF ANNUAL GENERAL MEETING
Dear Members, NOTICE IS HEREBY GIVEN THAT THE FORTY THIRD ANNUAL GENERAL MEETING OF
THE MEMBERS OF TRIVENI GLASS LIMITED WILL BE HELD AT HOTEL ALLAHABAD
REGENCY, 16, TASHKENT MARG, ALLAHABAD - 211001, ON TUESDAY 30TH DAY OF
SEPTEMBER 2014, AT 11.00 A.M. TO TRANSACT THE FOLLOWING BUSINESSES
ORDINARY BUSINESS:
1. To receive, consider and adopt the Balance Sheet as on 31st March’ 2014, the Profit & Loss
Account for the year ended on that date and Report of the Directors and to receive Report
of the Auditors.
2. To appoint a Director in place of Mr. Anil Kumar Dhawan who retire by rotation and
being eligible to offer himself for re-appointment.
3. To re-appoint M/s Amit Ray & Co. as the Statutory Auditor of the Company from the
conclusion of this Annual General Meeting till the Conclusion of next Annual General
Meeting.
“RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions,
if any, of the Companies Act, 2013 or the Rules framed there under, as amended from time to
time, including any statutory amendment and re-enactment thereof M/s Amit Ray & Co.,
Chartered Accountants (Firm Registration No: 000483C), be and is hereby re-appointed as
Auditors of the Company to hold office from the conclusion of this Annual General Meeting
(AGM) till the conclusion of the next AGM, at such remuneration plus service tax, out-of-
pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of
Directors of the Company and the Auditors.”
SPECIAL BUSINESS:
4. RECTIFICATION OF DIRECTOR’S REMUNERATIONA To consider and if thought fit to pass with or without modification(s) the following resolution as an Special Resolution:
TRIVENI GLASS LIMITED
“RESOLVED THAT pursuant to the provisions of Section 196, 197, 198, 203 and any other
applicable provisions of the Companies Act, 2013 and the rules made there under (including
any statutory modification(s) or re-enactment thereof for the time being in force), read with
Schedule V to the Companies Act, 2013 (corresponding to Sections 198, 269, 309 and any
other applicable provisions of the Companies Act, 1956 read with Schedule XIII to the
Companies Act, 1956), consent of the members be and is hereby accorded by Special
Resolution to ratify and confirm the below mentioned Ordinary resolution passed in the
Extra-Ordinary General Meeting of the Company held on 20th April 2012 .
“RESOLVED THAT subject to the approval of Central Government, if required and to such
consents, permissions and approvals as may be required and pursuant to the provisions of
Section 198, 269, 209 and all other applicable provisions of the Companies Act, 1956
(hereinafter referred to as ‘the Act’) read with Schedule XIII of the Act, the Company hereby
accords its approval for the reappointment of and to entering into an agreement with Shri. A.K
Dhawan as Director (Finance) of the Company for a period of 5(five) years with effect from 6th
July, 2012 on such terms and conditions as to remuneration by way of salary and perquisites as
set out in the Explanatory Statement annexed hereto, provided that the remuneration payable
to Shri A.K Dhawan as the Director (Finance) of the Company in terms of the agreement
referred to above be paid to him as minimum remuneration in the event of absence or
inadequacy of profit of the Company in any year during the aforesaid period of five years
from, 6th July 2012.
5. RE-APPOINTMENT OF MR. JITENDRA KUMAR AGRAWAL AS MANAGING
DIRECTOR OF THE COMPANY
To consider and if thought fit to pass with or without modification(s) the following resolution as Special Resolution: “RESOLVED that pursuant to the provisions of Sections 2(54), 196, 197, 198, 203 and any
other applicable provisions of the Companies Act, 2013 and the rules made there under
(including any statutory modification(s) or re-enactment thereof for the time being in force),
read with Schedule V to the Companies Act, 2013 (corresponding to Sections 198, 269, 309
and any other applicable provisions of the Companies Act, 1956 read with Schedule XIII to the
Companies Act, 1956) and subject to the requisite approval of the Central Government, the
consent of the Company be and is hereby accorded to the re-appointment of Mr. Jitendra
Kumar Agrawal (holding DIN 00452816), as Managing Director of the Company for a period
of five(5) years effective from January 1, 2015 up to December 31, 2019, on the following
terms and conditions of appointment and remuneration as also contained in the agreement, a
copy of which is placed before the meeting, and the Board of Directors be and is hereby
authorised to alter and vary such terms of appointment and remuneration so as to not exceed
the limits specified in Schedule V to the Companies Act, 2013 (corresponding to Schedule XIII
TRIVENI GLASS LIMITED
to the Companies Act, 1956), as may be agreed to by the Board of Directors and Mr. Jitendra
Kumar Agrawal.”
1. The Company has appointed Mr. Jitendra Kumar Agrawal as Managing Director for a period of
five years w.e.f. 1st January 2015 on the terms and conditions hereinafter appearing and Mr. Jitendra
Kumar Agrawal has accepted the said appointment.
2. Mr. Jitendra Kumar Agrawal shall, subject to the control, direction and superintendence of the
Board of Directors and subject to the provisions of the Companies Act 2013 or any statutory
modification or re-enactment thereof and the Memorandum & Articles of Association of the
Company, in all respects conform to and comply with the directions given by the Board and shall
well and faithfully serve the Company and use his utmost endeavors to promote the interests thereof.
3. Mr. Jitendra Kumar Agrawal shall be entitled to exercise all such powers on behalf of the
Company as have been or may, from time to time, be entrusted to and conferred upon him, either
alone or jointly with any other person or persons, by the Board.
PROVIDED ALWAYS THAT Mr. Jitendra Kumar Agrawal shall not, unless authorised by a
resolution passed at a meeting of the Board- a) make calls on the shareholders of the Company in respect of uncalled money on their Shares;
b) issue Debentures;
c) borrow moneys on behalf of the Company otherwise than on Debentures except within the limits
fixed by the Directors at a Board meeting and/or Members at General Meeting;
d) invest the funds of the Company except within the limits as fixed by the Directors at a Board
meeting and/or Members at General Meeting;
e) make loans or advances to other bodies corporate except within the limits fixed by the Directors at
a Board meeting and/or Members at General Meeting.
PROVIDED FURTHER ALWAYS THAT Mr. Jitendra Kumar Agrawal shall not at any time, whether
subject to the superintendence, control and direction of the Board or not, have or be entitled to have
the management of the whole or substantially the whole of the affairs of the Company.
4. Mr. Jitendra Kumar Agrawal shall from time to time appoint suitable personnel and delegate, entrust
and assign to such personnel powers, duties and responsibilities for conduct of the Company’s day-to-
day work with special regard to complying with all laws, statutory rules, regulations, orders and
directions. Mr. Jitendra Kumar Agrawal shall have the power to execute and sign commercial
agreements for and on behalf of the Company.
5. Mr. Jitendra Kumar Agrawal shall take all necessary measures including insurance to secure the
Company’s properties against theft, encroachment, fire and other hazards of business and industry and if
so required, to take necessary insurance cover against earthquakes and other natural calamities.
6. Subject to the applicable provisions of the Companies Act 2013, and Articles of Association, Mr. Jitendra
Kumar Agrawal shall from time to time make entries in and authenticate statutory registers maintained
by the Company jointly with Mr. Anil Kumar Dhawan.
7. Subject to the applicable provisions of the Companies Act 2013, and Articles of Association, Mr. Jitendra
Kumar Agrawal shall be responsible for maintaining books of accounts and prepare financial statements
of the Company.
TRIVENI GLASS LIMITED
8. Subject to the applicable provisions of the Companies Act 2013, and Articles of Association, Mr. Jitendra
Kumar Agrawal shall be entitled to receive remuneration @ Rs.1,80,000/-per month plus perks (in the
scale of Rs.1,80,000-2,00,000-2,05,000 annual increment falling due on 1st October every year ) plus
PF/SAF/Gratuity as per rule of the Company plus car and telephone. (perks will increase in proportion to
salary) with effect from October 2012.
9. The Company shall pay all expenses incurred by Mr. Jitendra Kumar Agrawal for the business of the
Company including traveling and other out-of pocket expenses within and outside India.
10. For purpose of Provident Fund, Gratuity, leave and any other benefits or schemes of which he is a
member or recipient in his capacity as an executive of the Company or any other associate company (with
which the Company has an arrangement of transferability of service of employees), prior to his
appointment/re-appointment as Managing Director, the tenure of office as Managing Director shall be
treated as continuing service and the accumulations therein shall be carried forward and added to the
benefits to which he would be entitled to during his term as Managing Director.
11. The Company shall pursue all actions of whatsoever nature brought against the Mr. Jitendra Kumar
Agrawal for or concerning any act, deed or thing done by the Mr. Jitendra Kumar Agrawal for and on
behalf of the Company while discharging his duties as Managing Director.
12. Mr. Jitendra Kumar Agrawal shall be indemnified and kept indemnified by the Company against all
actions of whatsoever nature brought against the Managing Director and for all consequences, costs and
expenses thereof incurred, paid or suffered by Mr. Jitendra Kumar Agrawal in connection with or relating
to the acts, deeds or things done by the Managing Director for and/on behalf of the Company while
discharging his duties as Managing Director.
13. Mr. Jitendra Kumar Agrawal shall be authorized to apply for, obtain and renew all licenses, permits, etc.
for business purpose of the Company and to file applications and/or to sign, execute and submit such
other documents, forms, letters etc. to the Telecommunication Authorities/Motor Vehicles Licensing/
other Licensing Authorities on behalf of the Company as may be required from time to time for availing
of the services and for that purpose to deposit any dues, fees and penalties or charges to the said
authorities, to appear before any such Authorities and to represent the company and to make /sign
statements on oath or otherwise in the course of conduct of any proceedings.
14. Mr. Jitendra Kumar Agrawal shall be authorized to look after the day to day upkeep of the properties
purchased or taken on lease by the Company, to manage, control and protect the said properties and for
that purpose, to deal with the competent revenue, municipal and local authorities and to execute and
receive lease deeds on behalf of the Company from any Authority or Statutory Body, to apply for and
obtain water, electricity and sewage connections and deal with all other connected matters;
15. Mr. Jitendra Kumar Agrawal shall be further authorized to transact with Central/State Sales Tax, Service
Tax, VAT Authorities, and to sign all documents for submission with the above mentioned authorities,
including but not limited to, Forms, Undertakings and Declarations as may be necessary, from time to
time;
16. Mr. Jitendra Kumar Agrawal shall be further authorized to sign, execute and register contracts,
agreements and all other documents including lease deeds/license agreements in respect of any property,
TRIVENI GLASS LIMITED
including buildings, godowns or premises taken or given on lease/license by the Company for its business
or for any other purpose;
RESOLVED FURTHER THAT Mr. Anil Kumar Dhawan, Director of the Company, be and is
hereby authorized to sign, execute and file all the necessary deeds, documents, forms in this
regard.”
6. RATIFICATION OF COST AUDITORS’ REMUNERATION
To consider and, if thought fit, to pass with or without modification, the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies
Act, 2013 ("Act") and the Rules made there under, as amended from time to time, the Company hereby
ratifies the remuneration of `40,000/- plus out-of-pocket expenses payable to M/s Shishir Jaiswal & Co
who are appointed as Cost Auditors of the Company to conduct Cost Audits relating to such businesses
of the Company as may be ordered by the Central Government under the Act and the Rules there
under, for the year ending 31st March, 2015.”
7. APPOINTMENT OF MR. KAMLESH NARAIN AGARWALA AS AN INDEPENDENT DIRECTOR
OF THE COMPANY
To consider and if thought fit to pass with or without modification(s) the following resolution as
Special Resolution:
“RESOLVED THAT pursuant to the provisions of sections 149, 152 and other applicable provisions, if
any, of the Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the
Act, as amended from time to time, Mr. Kamlesh Narain Agarwala (DIN 02949067), a non-executive
Director of the Company, who has submitted a declaration that he meets the criteria for independence
as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby
appointed as an Independent Director of the Company with effect from September 30, 2014 up to
September 29, 2019.
RESOLVED FURTHER THAT Mr. Anil Kumar Dhawan Director of the Company be and is hereby
authorised to do all such acts, deed as may be necessary in this regard including but not limited to
signing and filling notice of their appointment with the regulatory authorities.”
TRIVENI GLASS LIMITED
8. APPOINTMENT OF MR. ASHOKA KUMAR RASTOGI AS AN INDEPENDENT DIRECTOR OF
THE COMPANY
To consider and if thought fit to pass with or without modification(s) the following resolution as
Special Resolution:
“RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if
any, of the Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the
Act, as amended from time to time, Mr. Ashoka Kumar Rastogi (DIN 02800440), a non-executive
Director of the Company, who has submitted a declaration that he meets the criteria for independence
as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby
appointed as an Independent Director of the Company with effect from September 30, 2014 up to
September 29, 2019.
RESOLVED FURTHER THAT Mr. Anil Kumar Dhawan Director of the Company be and is hereby
authorised to do all such acts, deed as may be necessary in this regard including but not limited to
signing and filling notice of their appointment with the regulatory authorities.”
9. APPOINTMENT OF MR. PEEYUSH KUMAR KESHARWANI AS AN INDEPENDENT
DIRECTOR OF THE COMPANY
To consider and if thought fit to pass with or without modification(s) the following resolution as
Special Resolution:
“RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if
any, of the Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the
Act, as amended from time to time, Mr. Peeyush Kumar Kesharwani (DIN 00559591), a non-executive
Director of the Company, who has submitted a declaration that he meets the criteria for independence
as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby
appointed as an Independent Director of the Company with effect from September 30, 2014 up to
September 29, 2019;
RESOLVED FURTHER THAT Mr. Anil Kumar Dhawan Director of the Company be and is hereby
authorised to do all such acts, deed as may be necessary in this regard including but not limited to
signing and filling notice of their appointment with the regulatory authorities.”
TRIVENI GLASS LIMITED
10. ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY
To consider and if thought fit, to pass with or without modification(s), the following resolution as
Special Resolution
“RESOLVED THAT, pursuant to Section 14 and other applicable provisions, if any, of the Companies
Act, 2013 or the rules made there under, the consent of the company be and is hereby accorded to the
alteration of the Articles of Association of the Company by replacing the existing Articles of
Association with a new set of Articles of Association, a copy of which was placed before the members
in the meeting and initialed by the Chairman for the purpose of identification.
RESOLVED FURTHER THAT, Mr. A K Dhawan the Director of the Company be and is hereby
authorised to sign and file all necessary forms, documents, deeds and returns with the concerned
Registrar of Companies, Stock Exchange Limited and all other appropriate authorities and to take such
further steps and to do all such acts and deeds as may be necessary to give effect to the aforesaid
purpose.”
Regd. Off: 1, Kanpur, Road, By the Order of the Board of Triveni Glass Limited Allahabad-211001 (U.P.) Sd/- Place: Allahabad J K Agrawal Date: 30.08.2014 Din No: 00452816 NOTES
1. APPOINTMENT OF PROXY
A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF
THE COMPANY. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can
act as proxy on behalf of not more than fifty members and holding in aggregate not more than ten
percent of the total share capital of the Company. Members holding more than ten percent of the total
share capital of the company may appoint single person as proxy who shall not act as proxy for any
other person or shareholder. The instrument of proxy, in order to be effective, should be deposited at
the Registered Office of the Company, duly completed and signed, not later than 48 hours before the
commencement of the meeting. A Proxy Form is annexed to the notice. Proxies submitted on behalf of
limited companies, societies, etc., must be supported by an appropriate resolution / authority, as
applicable.
2. APPOINTMENT OF AUTHORISED REPRESENTATIVE
No person shall be entitled to attend or vote at the meeting as a duly authorised representative of a
Company or body corporate which is a shareholder of the Company, unless a copy of the resolution
appointing him/her as a duly authorized representative certified to be a true copy by the Chairman of
the meeting at which it was passed, shall have been deposited at the Office of the Company not less
TRIVENI GLASS LIMITED
than TWO DAYS before the date of the meeting, i.e., on or before the closing hours of the Company
on 27th September, 2014. The proxy form if any executed by such authorized representative will be
effective provided the same is deposited with the Company along with the above documents on or
before the closing hours of the Company on 27th September, 2014 at the above mentioned address.
3. BOOK CLOSURE DATES
The Register of Members and share Transfer Books of the Company will remain closed from 24th
September 2014 to 30th September 2014. (Both days inclusive).
4. JOINT HOLDERS
As per Articles of Association, if any share stands in the names of two or more persons, the person
name listed first in the register shall, as regards voting, be deemed to be the sole holder thereof. Hence
if shares are in the name of joint holders, then first named person is only entitled to attend the meeting
and is only eligible to vote (by poll or by show of hands) in the meeting.
5. GREEN INITIATIVE
As a measure of economy and a step toward green initiative, Members are requested to bring their copy
of Notice to the meeting. Members/ Proxies should bring the attendance slip duly filled in and signed
for attending the meeting and should have proof of Identity.
6. SUBMISSION OF PAN
SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in
securities market. Members holding shares in electronic form are, therefore, requested to submit their
PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members
holding shares in physical form can submit their PAN to the Company / RTA.
7. NOMINATION
Members holding shares in physical form and desirous of making a Nomination in respect of their
shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013, are
requested to submit to the Registrars and Transfer Agents the details as required in Form No. SH-13 of
Companies (Share Capital and debentures) Rules 2014.
8. INSPECTION
All documents referred to in the accompanying Notice and Explanatory Statement is open for
inspection at the Office of the Company during office hours on all working days, up to and inclusive of
the date of the Annual General Meeting.
9. ELECTRONIC VOTING
In terms of Section 108 of the Companies Act, 2013 Read with the rule 20 of the Companies
(Management & Administration) Rules, 2014 and Clause 35B of Listing Agreement it is mandatory on
the part of the Company to provide e-Voting facility to the members of the Company. Your company
is pleased to offer the e-voting facility for the members to vote on the resolutions to be passed at
Annual General meeting of the Company. In this regard Company has appointed Practicing Company
TRIVENI GLASS LIMITED
Secretary Mr. S D Tripathi (Mem Num- 6623) as the Scrutinizer to conduct the E-Voting process in
transparent and fair manner.
The instructions for members for voting electronically are as under:-
In case of members receiving e-mail:
(i) Log on to the e-voting website www.evotingindia.com
(ii) Click on “Shareholders” tab
(iii) Now Enter your User ID
For CDSL: 16 digits beneficiary ID,
For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
Members holding shares in Physical Form should enter Folio Number registered
with the Company
(iv) Next enter the Image Verification as displayed and Click on Login.
(v) If you are holding shares in demat form and had logged on to www.evotingindia.com
and voted on an earlier voting of any company, then your existing password is to be used.
(vi) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8
digits of the sequence number in the PAN field.
In case the sequence number is less than 8 digits enter the applicable
number of 0’s before the number after the first two characters of the name
in CAPITAL letters. eg. If your name is Ramesh Kumar with sequence
number 1 then enter RA00000001 in the PAN field.
DOB# Enter the Date of Birth as recorded in your demat account or in the
company records for the said demat account or folio in DD/MM/YYYY
format.
Dividend
Bank
Details#
Enter the Dividend Bank Details as recorded in your demat account or in
the company records for the said demat account or folio.
Please enter the DOB or Dividend Bank Details in order to login. If the
details are not recorded with the depository or company please enter the
member id / folio number in the Dividend Bank details field.
(vii) After entering these details appropriately, click on “SUBMIT” tab.
(viii) Members holding shares in physical form will then reach directly the Company selection screen.
However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein
they are required to mandatorily enter their login password in the new password field. Kindly note
TRIVENI GLASS LIMITED
that this password is to be also used by the demat holders for voting for resolutions of any other
company on which they are eligible to vote, provided that company opts for e-voting through CDSL
platform. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential.
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(x) Click on the EVSN for the Triveni Glass Limited on which you choose to vote.
(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent
to the Resolution and option NO implies that you dissent to the Resolution.
(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box
will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on
“CANCEL” and accordingly modify your vote.
(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the
Voting page.
(xvi) If Demat account holder has forgotten the changed password then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to
https://www.evotingindia.com and register themselves as Corporate.
They should submit a scanned copy of the Registration Form bearing the stamp and sign of the
entity to helpdesk.evoting@cdslindia.com.
After receiving the login details they have to create a user who would be able to link the
account(s) which they wish to vote on.
The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of
the accounts they would be able to cast their vote.
They should upload a scanned copy of the Board Resolution and Power of Attorney (POA)
which they have issued in favor of the Custodian, if any, in PDF format in the system for the
scrutinizer to verify the same.
The voting period begins on 24th Day of September 2014 on 9:00 PM and ends on 26th Day of
September 2014 on 6: 00 PM During this period shareholders’ of the Company, holding shares
either in physical form or in dematerialized form, as on the 29th Day of September 2014 may
cast their vote electronically.
In case of members receiving the physical copy:
(A) Please follow all steps from sl. no. (i) to sl. no. (xvi) above to cast vote.
(B) The voting period begins on 24th Day of September 2014 on 9:00 PM and ends on 26th Day of
September 2014 on 6: 00 PM During this period shareholders’ of the Company, holding shares
either in physical form or in dematerialized form, as on the 29th Day of September 2014 may cast
their vote electronically module shall be disabled by CDSL for voting thereafter.
TRIVENI GLASS LIMITED
(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section
or write an email to helpdesk.evoting@cdslindia.com
(xvii) Members are requested to write their folio number in the attendance slip for attending the meeting.
(xviii) Members seeking any clarification or information or having any queries/ questions, are requested to
may send the same in writing at least 7 days in advance, enabling proper replies.
(xix) Members/Shareholders are requested to bring their copies of the Notice to the Meeting.
Explanatory Statement
(Pursuant to section 102 of the Companies Act, 2013)
As required by section 102 of the Companies Act, 2013 (Act), the following explanatory statement
sets out all material facts relating to the business mentioned under Item Nos. 4 to 10 of the
accompanying Notice:
Item 4 :
The members of the Company approved the resolution as set out in Item No. 4 in the accompanying
notice as an Ordinary Resolution in the Extra-Ordinary General Meeting held on 20th April 2012.
However, the above mentioned resolution was required to be approved as Special Resolution. The
Company has also filed an application with Ministry of Corporate Affairs for approving payment of
remuneration to Mr. A.K Dhawan, Director (Finance) of the Company w.e.f 06.07.2012 vide SRN
B43507649 dated 17.07.2012. However, the aforesaid application was rejected by the Ministry of
Corporate Affairs due to the aforesaid defect. Hence, the Board recommends the resolution set out in
Item No. 4 to be passed as Special Resolution.
The remuneration paid to Mr. A.K Dhawan is given below: -
Consolidated Salary of Rs. 75000 per month in the pay scale of Rs. 75000-100000-125000.
Annual Increment falling due on 6th July every year starting from 6th July 2013.
`Minimum Remuneration: Notwithstanding anything herein above stated, where in any
financial year during the currency of the tenure of Mr. A.K Dhawan, the Company incurs a loss or its
profits are inadequate, the Company subject to the approval of Central Government shall pay the
same remuneration as stated above but subject to being within the overall limits on managerial
remuneration as provided under Section 197, 198 and other applicable provisions of the Companies
Act, 2013 including any statutory modification or re-enactment thereof for the time being in force ,
and the rules framed there under read with Schedule V to the said Act. No sitting fees shall be paid
for attending the meetings of the Board of Directors or Committees thereof.
Mr. A.K Dhawan may be deemed to be concerned or interested in this proposal to the extent
of the remuneration payable to him. He holds 14,166 shares in the Company.
Except Mr. A.K Dhawan, being the appointee himself, none of the other Directors and Key
Managerial Personnel of the Company and their relatives is concerned or interested, financial or
otherwise, in the resolution set out at Item No. 4
TRIVENI GLASS LIMITED
DISCLOSURE UNDER SECTION 102(3)
The documents relating with these businesses are available for inspection till the date of AGM
on all working days (except on Saturday and Sunday) at the Registered Office of the company during
Office Hours.
This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing
Agreement with the Stock Exchange. Item No 5:
The Board of Directors in its meeting held on 30th of August 2014, subject to necessary
approvals, re-appointed Mr. Jitendra Kumar Agrawal as the Managing Director of the Company for a
period of five (5) years with effect from 1st January 2015. He is also a member of the Shareholders’/
Investors’ Grievance Committee and Corporate Social Responsibility (CSR) Committee of the Board
of Directors of the Company.
The appointment was made pursuant to the recommendation of Nomination and
Remuneration Committee in their meeting held on 31st May 2014
Profile, Qualification and Experience of Mr. J.K Agrawal:
1. Mr. J K Agrawal is a technocrat and has been instrumental in building 5 plants in Allahabad
and 1 plant in Meerut and 2 plant in Rajahmundry from 1974 to 1996 and therefore having the
long experience in glass industry.
2. Mr. J K Agrawal is qualified Bachelor of Commerce.
3. Mr. J k Agrawal is the Managing Director and associated since last 40 years of the company.
Names of other companies/firms in which Mr. J.K Agrawal hold/held office as Director/Partner are
given below: NO
The re-appointment of Mr. J.K Agrawal is appropriate and in the best interest of the Company.
The approval of the members is being sought to the terms, conditions and stipulations for the re-
appointment of Mr. J.K Agrawal as the Managing Director and the remuneration payable to him. The
terms and conditions proposed (fixed by the Board of Directors at their meeting held on 30th August
2014) are keeping in line with the remuneration package that is necessary to encourage good
professional managers with a sound career record to important position as that of the Managing
Director.
The terms of appointment and remuneration as contained in the agreement are given below: -
Period of Appointment: Five (5) years with effect from January 1, 2015
Salary including allowances and Incentives (excluding Perquisites): Not exceeding Rs.1,80,000/-
per month plus perks (in the scale of Rs.1,80,000-2,00,000-2,05,000 annual increment falling due on
TRIVENI GLASS LIMITED
1st October every year ) plus PF/SAF/Gratuity as per rule of the Company plus car and telephone.
(perks will increase in proportion to salary) with effect from October 2012.
Perquisites: He will be entitled to all the perquisites listed herein below in addition to the
Salary including allowances and incentives mentioned above.
Personal Accident Insurance: In accordance with the rules of the Company as applicable to the
senior managers.
Club Fees: In accordance with the rules of the Company as applicable to the senior managers.
Provident Fund: Contribution to Provident Fund in accordance with the rules of the Company
as applicable to the senior managers, to the extent such contributions, either singly or put
together are not taxable under the Income Tax Act, 1961.
Gratuity: In accordance with the rules of the Company as applicable to the senior managers.
Company car and driver: The Company shall provide a car with the driver for business and
personal use in accordance with the rules of the Company as applicable to the senior
managers.
Other perquisites: He will be entitled to all other perquisites in accordance with the rules of
the Company as applicable to the senior managers. The perquisites stated shall be valued as per
Income Tax Act, 1961, wherever applicable, and in the absence of any provisions in the said
Act, the perquisites shall be valued at actual.
Minimum Remuneration: Notwithstanding anything herein above stated, where in any
financial year during the currency of the tenure of Mr. J.K Agrawal, the Company incurs a loss
or its profits are inadequate, the Company subject to the approval of Central Government shall
pay the same remuneration as stated above but subject to being within the overall limits on
managerial remuneration as provided under Section 197, 198 and other applicable provisions
of the Companies Act, 2013 including any statutory modification or re-enactment thereof for
the time being in force , and the rules framed there under read with Schedule V to the said
Act. The Board of Directors shall communicate the Central Government approval including
any revision in the terms of remuneration to Mr. J.K Agrawal for his acceptance.
Mr. J.K Agrawal is not liable to retire by rotation. No sitting fees shall be paid for attending
the meetings of the Board of Directors or Committees thereof.
Mr. J.K Agrawal may be deemed to be concerned or interested in this proposal to the extent of
the remuneration payable to him. In view of the provisions of Sections 196, 197, 203 and any
other applicable provisions of the Companies Act, 2013 (corresponding to Sections 198, 269,
309 and any other applicable provisions of the Companies Act, 1956), the Board recommends
the Special Resolution set out at Item no. 5 of the accompanying Notice for the approval of the
Members.
He holds 2,52,000 shares in the Company.
Except Mr. J.K Agrawal, being the appointee himself, none of the other Directors and Key
Managerial Personnel of the Company and their relatives is concerned or interested, financial
or otherwise, in the resolution set out at Item No. 3
TRIVENI GLASS LIMITED
Other Additional Information:
General Information:
1. Nature of Industry : Glass Industry
2. Date or expected date of commencement of commercial production: 1974
3. In case of new companies, expected date of commencement of activities as per project
approved by financial institutions appearing in the prospectus: N.A
4. Financial performance based on given indicators: Good
5. Foreign investments or collaborations, if any.: No
Information about the Appointee
1. Background details: He is a technocrat and has been instrumental in building 5 plants in
Allahabad and 1 plant in Meerut and 2 plant in Rajahmundry from 1974 to 1996 and therefore
having the long experience in glass industry.
2. Past remuneration: Not exceeding Rs 1,80,000/- pm in the scale of Rs. 1,80,000/-2,00,000/-
2,05,000/-pm with annual increment.
3. Recognition or awards: He has great foresight & forward thinking to provide guidance in
getting ambience settlement with the institutions and bankers.
4. Job profile and his suitability: Managing Director and associated since last 40 years of the
company.
5. Remuneration proposed: Not exceeding Rs.1,80,000/-per month plus perks (in the scale of
Rs.1,80,000-2,00,000-2,05,000 annual increment falling due on 1st October every year ) plus
PF/SAF/Gratuity as per rule of the Company plus car and telephone. (perks will increase in proportion
to salary) with effect from October 2012.
6. Comparative remuneration profile with respect to industry, size of the company, profile of the
position and person (in case of expatriates the relevant details would be with respect to the
country of his origin): The proposed remuneration is much below the prevailing remuneration
in the industry of similar size for similarly placed persons
7. Pecuniary relationship directly or indirectly with the company, or relationship with the
managerial personnel, if any.: NO
Other information:
1. Reasons of loss or inadequate profits: Strike in plant followed by shut down of plant. As
per Report Annexed
2. Steps taken or proposed to be taken for improvement: Proceedings pending for sale of
plant with the permission of BIFR. As per Report annexed
3. Expected increase in productivity and profits in measurable terms: As per Report
Annexed.
TRIVENI GLASS LIMITED
DISCLOSURE UNDER SECTION 102(3)
The documents relating with these businesses are available for inspection till the date of AGM on all
working days (except on Saturday and Sunday) at the Registered Office of the company from during
office hours.
This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing
Agreement with the Stock Exchange. Item Nos. 6:
The Company is directed, under Section 148 of the Act to have the audit of its cost records conducted
by a cost accountant in practice. The Board of your Company has, on the recommendation of the
Audit Committee, approved the appointment of M/s. Shishir Jaiswal & Co as the Cost Auditors of the
Company to conduct Cost Audits relating to such businesses of the Company as may be ordered by
the Central Government under the Act and the Rules thereunder for the year ending 31st March,
2015, at a remuneration of Rs. 40,000/- plus out-of-pocket expenses and the ratification of the
shareholders is sought for the same by an Ordinary Resolution at Item No. 6. M/s. Shishir Jaiswal &
Co have furnished a certificate regarding their eligibility for appointment as Cost Auditors of the
Company.
None of the Directors and Key Managerial Personnel of the Company or their respective relatives are
concerned or interested in the Resolution mentioned at Item No. 6 of the Notice.
DISCLOSURE UNDER SECTION 102(3)
The documents relating with these businesses are available for inspection till the date of AGM on all
working days (except on Saturday and Sunday) at the Registered Office of the company from during
office hours. Item Nos. 7 to 9:
The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with the
Stock Exchanges, appointed Dr. Kamlesh Narain Agarwala, Mr. Ashoka Kumar Rastogi and Mr.
Peeyush Kumar Kesharwani as Independent Directors in compliance with the requirements of the
clause. Pursuant to the provisions of section 149 of the Act, which came in to effect from April 1,
2014, every listed public company is required to have at least one-third of the total number of
directors as independent directors, who are not liable to retire by rotation.
The Nominations Committee has recommended the appointment of these directors as Independent
Directors from 30th September 2014 to 29th September 2019.
Mr. Kamlesh Narain Agarwala, Mr. Ashoka Kumar Rastogi and Mr. Peeyush Kumar
Kesharwani, non-executive directors of the Company, have given a declaration to the Board that they
meet the criteria of independence as provided under section 149(6) of the Act. In the opinion of the
Board, each of these directors fulfil the conditions specified in the Act and the Rules framed there
under for appointment as Independent Director and they are independent of the management.
TRIVENI GLASS LIMITED
In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment
of these directors as Independent Directors is now being placed before the Members for their
approval.
The terms and conditions of appointment of the above Directors shall be open for inspection
by the Members at the Registered Office of the Company during normal business hours on any
working day, excluding Saturday.
Dr. Kamlesh Narain Agarwala, Mr. Ashoka Kumar Rastogi and Mr. Peeyush Kumar
Kesharwani, respectively, are concerned or interested in the Resolutions of the accompanying Notice
relating to their own appointment. Item No.10:
Companies Act, 1956 has been replaced and Companies Act, 2013 has been notified by the
Central Government.
For ensuring the inclusion of the relevant applicable provisions of Companies Act, 2013 in the
Articles, there is need to change the Articles of Association of the Company in conformity with the
provisions of Companies Act, 2013. For this, the Board recommends that a new set of Articles should
be adopted and approved in substitution of the existing Articles.
Further the approval of shareholders of the company by way of special resolution is required
for such alteration. None of the Directors, Key Managerial Personnel, Manager or their relatives are
interested in the above said resolution.
DISCLOSURE UNDER SECTION 102(3)
The documents relating with these businesses are available for inspection till the date of AGM on all
working days (except on Saturday and Sunday) at the Registered Office of the company from during
office hours.
Regd. Off: 1, Kanpur, Road, By the Order of the Board of Triveni Glass Limited Allahabad-211001 (U.P.) Sd/- Place: Allahabad J K Agrawal Date: 30.08.2014 Din No: 00452816
TRIVENI GLASS LIMITED
Details of Directors Seeking Appointment/Re-appointment at the Annual General Meeting
Particulars Dr. K.N Agarwala Mr. A.K Rastogi Mr. P. K Kesharwani
Date of Birth 02.02.1945 31.03.1945 27.09.1972
Date of Appointment 31.03.2010 25.10.2010 25.10.2010
Qualifications M. Sc (Phy),
Doctorate in Banking
Management
BA, MA M.COM, FCA
Expertise in specific
functional areas
Medical Informatory,
Bank Management,
E-Governance, E-
Commerce, E Voting
Principal – GRIT
General Administration,
Agri- Business, Bio-fuel
Plantation, Management
of calamities, Marine time
Transport etc
Statutory Audit, Revenue
Audit, Concurrent Audit,
Internal Audit etc
Directorships held in other
companies (except foreign
companies)
NO Hooghly Dock & Port
Engineers Limited
NO
Memberships/Chairmanships
of committees of other Board
(includes only Audit
Committee, Shareholders/
Investors Grievance
Committee and
Remuneration and
Nomination Committee)
Audit Committee and
Nomination &
Remuneration
Committee
Audit Committee and
Nomination &
Remuneration Committee
Audit Committee
Nomination &
Remuneration
Committee Stakeholders
Grievances Committee
Number of shares held in the
Company 0 0 0
TRIVENI GLASS LIMITED
Particulars Mr. J K Agrawal Mr. A.K Dhawan
Date of Birth 05.08.1953 19.01.1953
Date of Appointment 01.01.1995 06.07.2002
Qualifications B Com B Com, CA
Expertise in specific
functional areas
has been associated with the
company from last 40 years. He
is a technocrat and has been
instrumental in building 5 plants
in Allahabad, 1 plant in Meerut
and 2 plant in Rajhmundry from
1974 to 1996. Having a long
experience in glass industry and
the technical capacity of setting
up a glass unit of any size.
is a Chartered Accountant with
more than 35 years and last 20
years he has been with the
company.
Directorships held in other
companies (except foreign
companies)
NO NO
Memberships/Chairmanships
of committees of other Board
(includes only Audit
Committee, Shareholders/
Investors Grievance
Committee and
Remuneration and
Nomination Committee)
Shareholders’ Grievances
Committee
Shareholders’ Grievances
Committee
Number of shares held in the
Company 2,52,000 14,166
TRIVENI GLASS LIMITED
REPORT OF THE DIRECTORS
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
Rate Fluctuation)
5.49 3.71
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.
TRIVENI GLASS LIMITED
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 Glass Rajahmundry 67.01 67.43
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.
TRIVENI GLASS LIMITED
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.
TRIVENI GLASS LIMITED
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.
TRIVENI GLASS LIMITED
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.
TRIVENI GLASS LIMITED
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:
TRIVENI GLASS LIMITED
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
TRIVENI GLASS LIMITED
ANNEXURE TO THE DIRECTOR REPORT FOR THE FINANCIAL YEAR ENDED
ON 31st MARCH 2014
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUT GO.
Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the report of the Directors) Rules, 1988 and forming part of the
Director's report for the year ended 31st March, 2014 are given below :
A. CONSERVATION OF ENERGY
I. Energy conservation measures taken i. Replaced the use of Diesel generators with Gas Generators for better energy efficiency and lower
gas emissions. ii. Installation of Gas auto systems in G1 and G2 plants benefits of which are low natural gas
consumption during the reversal time as well as the whole process time. iii. The G II plant furnace and regenerators were redesigned thereby reducing the natural gas
consumption upto 36% when compared to the earlier design.
II. Total energy consumption and energy consumption per unit of production as Per Form A of annexure to the said Rules
S.No. Particulars F.Y. ended on 31.03.2014
F.Y. ended on 31.03.2014
A. Power and Fuel consumption 1. Electricity
a) Purchased units 1791246 1589715 Total Amount 14143842 12918286 Rate Per Unit (Rs.) 7.90 8.13
b) Own Generation 1 DG Set Unit 140 267873
Unit per Liter of Diesel 3.60 2.81 Cost per Unit (Rs.) 16.65 16.51 2 Gas Generator Unit 214385 343786 Unit Per Cu. M of Gas 1.00 1.00 Cost Per Unit (Rs.) 10.65 9.70 2. Natural gas Used Quantity (Cu. M) 5829943 8847863 Total Cost 61630989 166789006 Average Rate 10.57 18.85 B. Consumption per unit of Production Electricity in units 0.32 0.32 Natural Gas (Cu. M.) 0.93 1.47
TRIVENI GLASS LIMITED
B. TECHNOLOGY ABSORPTION
Research and development
I. Efforts made in technology absorption as per Form- B the annexure to the rules
i. Addition of a new “Petals” and “Simple” designs to our exclusive product range to provide the
customer base with wide range of the product menu.
ii. Developed the 8 foot rolling machine, which will be the only one of its kind in India allowing us
to optimize our production.
iii. Modified the design of packing crates so that the crate can withstand extra pressure during the
long transits / bad road conditions.
iv. Cullet handling conveyors have been installed leading to almost zero manual handling and
providing for improvement in quality.
II. FUTURE PLAN OF ACTION FOR ENERGY CONSERVATION
i. Automation of the thickness adjustment system for a better production yield and improved
product quality.
ii. With installation of Auto gas control system in GI & GII the wastage of gas during the furnace
reversal has been avoided.
iii. Erection and commissioning of Frosted Glass plant to provide customer with wide range of
products besides figured glass.
iv. Commissioning of Wired Glass production system in order to further increase the product range
III. EXPENDITURE ON R & D(Fig in Rs. Lacs)
S.No. F.Y. 2014 F.Y. 2015
a) Capital Expenditure - -
b) Recurring Expenses 0.72 -
Total 0.72 -
R&D Expenditure as a percentage of total
Expenditure
0.01%
-
TRIVENI GLASS LIMITED
C. FOREIGN EXCHANGE EARNINGS AND OUTGO Details of Foreign Exchange, earnings and Outgo are given as below:-
(Fig in Rs. Lacs)
Year 2014 Year 2013
(Amt.) (Amt.)
Foreign Exchange earning 232.12 130.8
Foreign Exchange outgoing 69.80 70.05
Regd. Off: 1, Kanpur Road By order of The Board of Directors of Triveni Glass LImited Allahabad – 211001 (U.P.) Sd/- Sd/- J.K. Agrawal A.K. Dhawan Place: Allahabad Managing Director Director (Finance) Date: 30.08.2014 DIN:00452816 DIN: 00694401
TRIVENI GLASS LIMITED
CORPORATE GOVERNANCE
(Pursuant to Clause 49 of Listing Agreement Entered in to with the Stock Exchange) COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company seeks to focus on enhancement of long-term value creation for all stakeholders without
compromising on integrity, social obligations and regulatory compliances. As a responsible corporate
citizen, Your Company encourages and recognizes employee participation in environment and social
initiatives that contribute to organizational sustainability, training, learning, personal growth, conservation
of energy and other scarce resources, promoting safety and health of its employees and of the
neighboring communities. Company believes that profitability must go hand in hand with a sense of
responsibility towards all stakeholders
The Company has a strong legacy of fair, transparent and ethical governance practices. The Company
has adopted a Code of Conduct for its employees including the Managing Director and the Executive
Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors.
BOARD OF DIRECTORS
The Board of Directors of the Company is comprised of Executive, non executive, and
Independent Director. The Executive Directors are responsible for the overall operations and working of
the Company and Non executive Independent Director provides and evaluates the strategic directions of
the Company; formulates and reviews management policies, serves and protects the overall interests of
shareholders to ensure long-term value creation for stakeholders.
Composition The Board of Directors is comprised of 5 Directors on 31st March 2014.
Category No. of Directors Percentage of total No. of Directors
Executive Directors 2 40
Non Executive Independent Directors 3 60
Total 5 100
TRIVENI GLASS LIMITED
S.No. Name of the Director Designation Category
1. Mr. J.K. Agrawal Managing Director Executive Director
2. Mr. A.K. Dhawan Director Finance Executive Director
3. Dr. Kamlesh N. Agrawal Director Non Executive Independent Director
4. Mr. Ashoka Kumar Rastogi Director Non Executive Independent Director
5. Mr. Peeyush Kr. Kesharwani Director Non Executive Independent Director
None of the Non Executive Directors have any material pecuniary relationship with the Company.
None of the Directors have inter se relationship.
BOARD MEETING
During the financial year ended March 31, 2014, four meetings of the Board of Directors were
held as just in the line with the minimum requirement of 4 times. None of the two Board Meetings have a
gap of more than 120 days between them in terms of Clause 49 of listing agreement. The dates of
meetings 29.5.2013, 26.07.2013, 31.10.2013 and 30.01.2014
Attendance record of the Directors for the Board Meetings held during their tenure is given below:
Sr.
No
.
Name of Director No. of Meeting attending
during 2013-14
No. of
Directorship in
other Public
Companies
No. of
Committee
positions held
in other public
companies
Board Last
AGM Listed Others
Chair
man Member Held* Attend
ed
1. Mr. J.K. Agrawal 4 4 Yes 0 0 0 0
2. Mr. A.K. Dhawan 4 4 No 0 0 0 0
3. Dr. Kamlesh N. Agrawala
4 4 No 0 0 0 0
4. Mr. Ashoka Kumar Rastogi
4 4 Yes 0 1 0 0
5. Mr. Peeyush Kr. Kesharwani
4 3 Yes 0 0 0 0
* Denotes number of meetings held during the tenure of directorship of each director.
TRIVENI GLASS LIMITED
Note:
None of the Directors of your Company is a member of more than 10 Committees or is the Chairman of more than five Committees across all the Public Companies in which they are Directors.
The directorship/ committee membership is based on the disclosures received from the directors. RESUME OF THE DIRECTOR PROPOSED TO BE APPOINTED
The brief resume of Director seeking appointment is appended with the notice for calling Annual
General Meeting.
COMMITTEES OF THE BOARD
The Board has constituted the following standing Committees to carry out the purpose and various
function assigned to them by the Board of Directors or under the law for time being in force:
I. Audit Committee
II. Remuneration And Nomination Committee
III. Shareholders’/Investors’ Grievance Committee
IV. Corporate Social Responsibility Committee
I. AUDIT COMMITTEE
The purpose of the audit committee is to ensure the objectivity, credibility and correctness of the
Company’s financial reporting and disclosure processes, internal controls, risk management
policies and processes, tax policies, compliance and legal requirements and associated matters.
i) Terms of reference
1. Oversight of the Company's financial reporting process and disclosure of its financial information
to ensure that the financial statements are correct, sufficient and credible.
2. Recommending the appointment and removal of statutory and internal Auditors (whenever
required), fixation of audit fee and also approval for payment for any other services.
3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
4. Reviewing with Management the quarterly / half yearly and the annual financial statements
before submission to the Board, focusing primarily on:
– Matters required to be included in the Director's Responsibility Statement to be included in
` the Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956.
– Any Change in accounting policies and practices.
– Major accounting entries based on exercise of judgment by management.
– The going concern assumption.
– Compliance with accounting standards.
– Compliance of legal requirement concerning financial statements.
– Any related party transactions.
5. Reviewing with the management, statutory and internal Auditors, the adequacy and compliance
of internal control system. 6. Reviewing with the management, the quarterly financial statements before submission to the
board for approval. 7. Reviewing the adequacy of internal audit function, reporting structure coverage and frequency of
internal audit.
TRIVENI GLASS LIMITED
8. Discussion on internal Auditors significant findings and follow up there on. 9. Reviewing the findings of any internal investigations by the Internal Auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the Board.
10. Discussion with Statutory Auditors about the scope of audit as well as have post audit discussion
to ascertain any area of concern.
11. Reviewing the Company's financial and risk management policies.
12. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors.
Further the Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the audit committee),
submitted by management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be
subject to review by the Audit Committee
ii) Composition:
The Audit Committee is currently comprised of three members, including Mr. Ashoka Kumar Rastogi,
Mr. Peeyush Kumar Kesharwani and Dr. Kamlesh Narain Agarwala who is heading the committee and
Mr. Anil Kumar Dhawan induced from this year as well.
iii) Meeting and attendance:
During the year under review meetings of the Audit committee were held 29.5.2013, 26.07.2013,
31.10.2013, and 30.1.2014. Attendance record of Directors present thereat is as under:
Name of the Member No. of Meetings Held* No. of Meetings attended
Mr. Peeyush Kumar Kesharwani 4 4
Mr. Ashoka Kumar Rastogi 4 4
Dr. Kamlesh Narain Agarwala 4 4
II. REMUNERATION AND NOMINATION COMMITTEE
Role of Remuneration and Nomination Committee
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees in the senior management;
2. To identify the persons who are qualified to become the director and who may be appointed in the
senior management.
3. To lay down the criteria and policy for selection relating to the appointment of Directors, Officers
in the senior Management and their remuneration.
TRIVENI GLASS LIMITED
4. Formulation of criteria for evaluation of Independent Directors and the Board;
5. Devising a policy on Board diversity.
CONSTITUTION Remuneration and Nomination committee is comprised of the following Directors
S.No. Name Category Designation
1 Mr. Peeyush Kumar Kesharwani Independent Director Member
2 Mr. Ashoka Kumar Rastogi Independent Director Member
3 Dr. Kamlesh Narain Agarwala Independent Director Member & Chairman
ATTENDANCE RECORD & DETAILS OF THE COMMITTEE MEETING No meeting of the Committee was held in 2013-14 as there was no business to transact.
REMUNERATION POLICY
Remuneration policies of the Triveni Glass Limited have been designed in such fashion so that it
attract and retain the talent.
DEATAILS OF REMUNERATION OF DIRECTOR
Name Position Sitting Fees Salary & Perks Total
Rs. In lacs Rs. In lacs Rs. In lacs
Sri. J.K. Agrawal Managing Director - 0.32 0.32
Sri A.K. Dhawan Director (Finance) - 8.09 8.09
Dr. Kamlesh N. Agarwala Director 0.40 0.40
Sri. A.K. Rastogi Director 0.40 - 0.40
Sri. Peeyush Kr Kesharwani Director 0.30 - 0.30
III. STAKEDERS RELATIONSHIP / SHAREHOLDERS GRIEVANCES COMMITTEE
The purpose of constituting investor grievance committee is to expedite the process of redressal
of investors’ grievances and it is responsible for specifically look in to the matters related to the
shareholders grievances and their complaints related to non receipt of share certificates, letter of
allotment, nonpayment of dividend etc.
i) Terms of reference
1. To consider and review the queries/complaints received from Share/ Debenture Holders.
TRIVENI GLASS LIMITED
2. To take steps to redress queries/ complaints and ensure speedy satisfaction to shareholders/
investors.
3. To work under the control & supervision of the Board of Directors
ii) Composition
The Stakeholder Relationship Committee comprises of three members, including
Mr. A.K Dhawan, Mr. J.K. Agrawal and Mr. Peeyush Kumar Kesharwani who is heading the
committee
iii) Meeting and attendance
No meeting of the Committee was held in 2013-14 as there was no business to transact.
iv) Role and Powers of Stakeholder Relationship Committee/Shareholders’ Grievance
Committee
The Investors’ Grievance Committee shall have the following role, functions and responsibilities:
(i) To look into and supervise the redressal of shareholders’/Investors’ Complaints.
(ii) To oversee the performance of the Registrars and Share Transfer Agents and recommend
measures for overall improvement of the quality of investor services.
(iii) To consider and approve the transfer of shares, transmission of shares, dematerialization of
shares, transposition of shares, issuance of duplicate share, deletion of names, splitting and
consolidation of shares, etc
IV. CORPORATE SOCIAL RESPONSBILITY COMMITTEE
In terms of Companies Act, 2013 Every Company having turnover of Rs. 1000 Crore or Networth of Rs.
500 or Net Profit of Rs. 5 Crore or more shall constitute a committee to be named as Corporate Social
Responsibility Committee. Accordingly the Board of Directors in its meeting held on 30.08.2014 has
constituted a Committee designated as Corporate Social Responsibility Committee (CSR Committee).
COMPOSITION The composition of CSR committee is as follows:
S.No. Name Category Designation
1. Mr. Jitendra Kumar Agrawal Managing Director Member & Chairman
2. Mr. Anil Kumar Dhawan Director (Finance) Member
3. Mr. Peeyush Kumar Kesharwani Independent Director Member
ROLE OF CSR COMMITTEE The role of the CSR and Sustainability Committee is, inter alia, to formulates, review, monitor and direct
the CSR policies and practices of Company and recommend to the Board of Directors its CSR policies to
be followed. The Committee seeks to guide the Company in integrating its social and environmental
objectives with its business strategies and assists in crafting unique models to support creation of
sustainable livelihoods.
TRIVENI GLASS LIMITED
MEETING & ATTENDANCE RECORD As the committee has been constituted in this financial year therefore no information on Meetings and
attendance record is provided herewith
GENERAL BODY MEETINGS Date and venue of last three Annual General Meeting
Nature of Meeting Date Venue Special Resolution passed
Annual General Meeting
26th July 2013 Hotel Allahabad Regency, 16 Tashkent Marg, Allahabad-211001
Appointment of Auditor under section 224 A of the Companies Act 1956
Annual General Meeting
15th December 2012
Hotel Allahabad Regency, 16 Tashkent Marg, Allahabad-211001
Appointment of Auditor under section 224 A of the Companies Act 1956
Annual General Meeting
30th September 2011
Hotel Allahabad Regency, 16 Tashkent Marg, Allahabad-211001
Appointment of Auditor under section 224 A of the Companies Act 1956
POSTAL BALLOT
During the year ended March 31, 2014, Your Company did not sought approval from its shareholders for
passing Ordinary/Special resolution through the process of Postal ballot in accordance with provisions of
section 192A of the companies Act 1956 read with the companies (passing of the Resolution by Postal
Ballot) Rules 2011.
MEANS OF COMMUNICATION
The Company communicates with the shareholders through its Annual report and publication of financial
results.
The Board of Directors of the Company approves and takes on record the Un-audited financial results
within 45 days of the close of the quarter and the results are announced to the Stock Exchange Limited.
Further the highlights of the quarterly results published in the newspapers named Financial Express and
Amrit Prabhat.
TRIVENI GLASS LIMITED
GENERAL SHAREHOLDER INFORMATION
a) Annual General Meeting
- Date and Time : 30th September, 2014 at 11.00 A.M.
- Venue : Hotel Allahabad Regency,
16 Tashkent Marg, Allahabad-211001
b) Financial Year of the Company
The financial Year of the Company from April 1st to March 31st
Tentative Schedule for financial Year 2014-15
- 1st Quarter ending June 30, 2014 : Declared on 14th August 2014
- 2nd Quarter ending September 30, 2014 : Mid of November 2014
- 3rd Quarter ending December 31, 2014 : Mid of February 2015
- Annual Result for the year ended March 31, 2015 : End of May 2015
c) Date of Book Closure/Record Date : 24th September, 2014 to 30th September, 2014 (Both Days inclusive) for the purpose of Annual General Meeting
d) Registered Office : 1, Kanpur Road, Allahabad-211001
e) Dividend Payment Date : N.A.
f) Listing of Equity Shares on Stock Exchanges : BSE Limited
g) Stock Code
BSE Limited : 502281
h) Registrar & Share Transfer Agents : CB Management Services Pvt. Ltd.
P-22, Bondel Road, Kolkata
Tel: 033-22806692, 93, 94
E-mail: cbmsl@cal2.vsnl.net.in
TRIVENI GLASS LIMITED
i) Market Price Data
Year & Month High Low Volume
2013 April 4.54 2.50 11524
2013 May 3.25 2.65 8237
2013 June 3.25 2.94 11933
2013 July 3.02 2.43 32383
2013 August 3.44 2.58 17055
2013 September 3.50 2.67 10434
2013 October 3.69 2.80 32695
2013 November 4.20 3.09 13178
2013 December 4.50 3.29 32791
2014 January 4.62 3.32 17056
2014 February 4.96 3.56 121395
2014 March 10.72 5.20 453537
j) Liquidity
Liquidity is offered to the Members of the Company as the Equity shares of the Company are
listed and actively traded on BSE Limited.
k) Dematerialization of Shares
Members desirous of getting their share dematerialized may contact their Depository Participants
and RTA. Your Company is admitted with both Depositories for the purpose of dematerialization
of Equity shares and ISIN of the Company is INE094C01011. As on 31st March 2014 93.04% of
the total number of Equity shares were held in dematerialized form.
l) Outstanding GDRs/ADRs/Warrants or any other convertible instruments
Your Company does not have any GDRs/ADRs/Warrants or any other Convertible Instruments.
m) Address for Correspondence
The Correspondence may be addressed to Ms. Sushma the Company Secretary & Compliance
officer of the Company, at the Registered Office of the Company at 1, Kanpur Road, Allahabad-
211001 Uttar Pradesh or CB Management Services Pvt. Ltd. P-22, Bondel Road, Kolkata-
700019, West Bengal, Tel: 033-22806692, 93, 94, E-mail: cbmsl@cal2.vsnl.net.in.
n) Investor Correspondence
i) For transfer of shares, payment of dividend on shares and any other queries relating to the
shares is handled by the Company's Registrar & Share Transfer Agent at the following address:
M/s CB Management Services Pvt. Ltd.
P-22, Bondel Road, Kolkata-700019, West Bengal,
TRIVENI GLASS LIMITED
Tel: 033-22806692, 93, 94, E-mail: cbmsl@cal2.vsnl.net.in
ii) Ms. Sushma has been designated as the Compliance Officer of the Company as required under
the Listing Agreement with Stock Exchange.
o) Shareholding Pattern
The shareholding pattern as on 31st March 2014:
Category No. of shares
held
Percentage of
Shareholding
A. Shareholding of Promoter and
Promoter Group
(1) Indian 875650 6.94
(2) Foreign 0 0.00
Total 875650 6.94
B. Public Shareholding
(1) Institutions
(a) Mutual Funds/UTI 5716 0.05 (b) Financial Institutions/Banks 3541234 28.06 (c) Foreign Institutional Investors 500 0 (d) Any Other 432516 3.43 Sub Total 3979966 31.54 (2) Non Institutions
(a) Bodies Corporate 2371977 18.79 (b) Individuals 5192038 41.15 (c)
(d)
(e)
Any Other (HUF)
Clearing Member NRI/OCB
Sub Total
0 46674
153129 7763818
0
0.37 1.21
61.52 Total 11743789 93.06
Total (A+B) 12619434 100.00
TRIVENI GLASS LIMITED
Distribution of Shareholding as on 31.03.2014
Category (Amount)
No. of Shareholders
% of Shareholders
Total Number of Shares
% of Total Number of
Shares
1-5000 12025 89.32 1300678 10.31
5001-1000 698 5.19 577085 4.57
1001-2000 333 2.47 519632 4.12
2001-3000 105 0.78 276002 2.19
3001-4000 58 0.43 211810 1.68
4001-5000 49 0.36 236640 1.87
5001-10000 92 0.68 675159 5.35
100001 & Above 103 0.77 8822428 69.91
TOTAL 13463 100.00 12619434 100.00
Regd. Off: 1, Kanpur Road By order of The Board of Directors of Triveni Glass LImited Allahabad – 211001 (U.P.) Sd/- Sd/- J.K. Agrawal A.K. Dhawan Place: Allahabad Managing Director Director (Finance) Date: 30.08.2014 DIN: 00452816 DIN: 00694401
TRIVENI GLASS LIMITED
Certificate by CEO/CFO on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement(s) The Board of Directors Triveni Glass Limited I, A.K. Dhawan, the Director Finance is responsible for the finance and overall functions of the company
hereby certify that for the Financial Year 2013-14 that:
(a) I have reviewed financial statements and the cash flow statement for the year and that to the best of
their knowledge and belief:
(i) These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii) These statements together present a true and fair view of the company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of my knowledge and belief, no transactions entered into by the company
during the year which are fraudulent, illegal or violative of the company’s code of conduct.
(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that
I have evaluated the effectiveness of internal control systems of the company pertaining to financial
reporting and I have disclosed to the auditors, deficiencies in the design or operation of such internal
controls, if any, of which they I am aware and the steps we have taken or propose to take to rectify these
deficiencies.
(d) I have indicated to the auditors and the Board Members
(i) significant changes in internal control over financial reporting during the year;
(ii) significant changes in accounting policies during the year and that the same have been disclosed
in the notes to the financial statements; and
(iii) instances of significant fraud of which they have become aware and the involvement therein, if
any, of the management or an employee having a significant role in the company’s internal
control system over financial reporting.
Date: 30.08.2014 A.K. Dhawan Place: Allahabad Director Finance DIN: 00694401
TRIVENI GLASS LIMITED
Declaration by the CEO under Clause 49 of the Listing Agreement
As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company has
laid down a Code of Conduct for its Board of Directors and Senior Management.
I, J.K. Agrawal, the Managing Director of the Company confirm the compliance of this code by myself
and other members of the Board of Directors and Senior Management personnel as affirmed by them
individually, for the year ended 31st March, 2014.
For Triveni Glass Limited
Date: 30.08.2014 J.K. Agrawal
Place: Allahabad (Managing Director)
DIN: 00452816
TRIVENI GLASS LIMITED
AUDITOR CERTIFICATE ON CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT
To The Members Triveni Glass Limited 1, Kanpur Road, Allahabad-21101 (U.P.) We have examined the compliance of conditions of corporate governance by M/s. Triveni Glass Limited for the year ended on 31.03.2014 as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchange(s). The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mention Listing Agreement. We further state that such compliance is neither as assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Amit Ray & Co. Chartered Accountants
FRN: 000483C
Place: Allahabad Basudeb Banerjee Date: 30.08.2014 (Partner)
TRIVENI GLASS LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS REPORT Your Directors presents before you the Company’s Management Discussion and Analysis Report for the
year ended on 31.03.2014.
The management of the company is presenting herein the overview, opportunities and threats, initiatives
by the company and overall strategy of the company and its outlook for the future. This outlook is based
on management’s own assessment and it may differ materially from those expressed or impaired
depending upon global and Indian demand- supply conditions, changes in government regulations, tax
regimes and economic developments within India and overseas.
OVERVIEW OF INDIAN ECONOMY
According to the "Global Economic Prospects 2014" report released by the World Bank India’s economic
growth is estimated to accelerate to 6.6 percent in 2016-17. The moderate recovery is expected to be
underpinned by stronger consumption and investment in the context of enhanced macroeconomic
stability. External demand is also projected to improve in 2014-15 as economic activity in developed
economies gains momentum. The World Bank has projected an economic growth rate of 5.7 per cent in
fiscal year 2014 for India, while IMF has pegged the growth forecast at 5.4 per cent in 2014 for the
country. The economic growth rate for financial year ending March, 2014, is projected to be 4.9 per cent,
marginally higher than 4.5 per cent in the previous fiscal, by the Central Statistics Office.
Overall, the global economy is expected to pick up speed as the year progresses and is projected to
expand by 2.8 percent this year, strengthening to 3.4 percent and 3.5 percent in 2015 and 2016
respectively. High-income economies will contribute to about half of global growth in 2015 and 2016,
compared with less than 40 percent in 2013. Developed economies are projected to inject an additional
$6.3 trillion to global demand over the next three years, which is significantly more than the $3.9 trillion
increase they contributed during the past three years, and more than the expected contribution from
developing countries.
MARKET OVERVIEW & INDUSTRY STRUCTURE
The figured glass market during the year has seen many ups and downs in the first half of the year the
prices were steady as a result all the manufacturers were comfortable but with the entry of a new plant in
Firozabad, U.P and re-starting of a old plant IG Ltd in October 2013 some disturbance was created in the
market by these manufacturers as a result the figured glass prices came down by nearly 20%. This
situation further worsened with the big distributors not willing to stock glass with the anticipation that the
prices will further come down. There is a situation of over supply in the market and therefore though the
prices have shown some signs of improvement, but as things stand in prices will always be under
pressure and this uncertainty will continue into next year also.
STRENGTHS
With re-engineering of our plants the fuel consumption has come down drastically reducing our cost of
production and making it one of the lowest in the industry.
With two plants, we are in a position to offer a mix of products.
TRIVENI GLASS LIMITED
Our Figured Glass has been tempered successfully and we can offer glass for aesthetic applications
also.
WEAKNESSES
We had to stop production in one plant due to build up of stocks as it was not possible to operate the
plants efficiently below a certain capacity level.
This has reduced our production, and consequently, sales.
OPPORTUNITIES
After a poor second half, economic situation in the New Year should improve after the General Elections.
Construction industry should see improvements & clarity in policies which should give impetus to growth.
THREATS
Increase in price of Natural Gas will result in increase in cost of production, thereby, reducing margins.
A new Company proposes to bring in a Sheet Glass plant and Figured Glass plant in Rajasthan. This will
again spoil the equations in the Figured Glass market.
Demand for Figured Glass is being slowly replaced by value-added glasses like Reflective Glass.
Manufacturers in countries with low cost of production are planning to enter Figured Glass production
which would mean cheap imports.
OUTLOOK
Though new plants have come into production, they are finding it difficult to survive due to quality
problems and other issues.
Uncertainty over gas prices is a major factor of how the industry will run. If gas prices are increased as
per earlier Government’s plans, it will cause a severe strain on margins.
Improvement in the construction industry, should lead to an increase in demand for figured glass.
Bifurcation of state of Andhra Pradesh should result in lot of growth in next 10 years in Seemandhra. This
should also result in increased demand for glass in this state.
And lastly with overall development in the country our industry should also grow.
FINANCIAL PERFORMANCE
During the year the turnover came down from Rs 6397.82 lacs to Rs 5865.65 lacs basically on account
of lower sales due to slow down and also drops in prices towards the end of the year. The operating
profit increased four-fold i.e. to Rs.1204.53 lacs from Rs.331.50 lacs last year due to better realizations in
the 1st half of the year and reduction in fuel cost.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has a proper and adequate system of internal controls commensurate with its size to
ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition
and the transactions are authorized, recorded and reported correctly. Proper controls and checks are
exercised by the company by following the procedures prescribed in the various manuals. The Audit
Committee of the Board reviews Internal Control Systems of the company on periodical basis and is
TRIVENI GLASS LIMITED
headed by a Non- Executive Independent Director. The Company has appointed external firms of
Chartered Accountants as Internal Auditors.
DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS
Your company recognizes the value of human resource, therefore, the human resource policies are
framed in such manner that they not only aim at achieving the organizational goal but also recognize,
appreciate and develop the individual interest of the employees. The Human Resource Development
policies of the company are so framed that it is in the best interest of the organization as well as
employees of the company.
FORWARD LOOKING STATEMENT
The Company is focused to create business values for its customers. Statement in this report,
particularly those which relate to Management Discussion and Analysis, describing the company’s future
plans, objectives, projections, estimates and expectations may constitute “forward looking statements”
within the meaning of applicable laws and regulations. Actual results might vary materially from those
either expressed or implied.
Regd. Off: 1, Kanpur Road By order of The Board of Directors of Triveni Glass LImited Allahabad – 211001 (U.P.) Sd/- Sd/- J.K. Agrawal A.K. Dhawan Place: Allahabad Managing Director Director (Finance) Date: 30.08.2014 DIN:00452816 DIN: 00694401
TRIVENI GLASS LIMITED
AUDITOR’S REPORT To the Members of Triveni Glass Limited, Allahabad. We have audited the accompanying financial statements of TRIVENI GLASS LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government
of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.
2. Depreciation amounting to Rs.647.15 lacs has not been provided in accounts for Float Glass Plant. We have been explained that due to the closer of the Float Glass Plant from 16-09-06 onwards depreciation has not been charged in the accounts. As a result of this profits of the year and fixed assets are overstated by the same amount.
3. The Company has not followed AS-22 (Accounting for Taxes on Income) issued by the Institute of Chartered Accountants of India See clarification in note no.26.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
TRIVENI GLASS LIMITED
In our opinion and to the best of our information and according to the explanations given to us, and subject to our comments in point no.2,3 above, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:
a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; b) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
1. As required by section 227(3) of the Act, we report that: a) We have obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purpose of our audit; b) In our opinion proper books of account as required by law have been kept by the Company so
far as appears from our examination of those books c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this
Report are in agreement with the books of account. d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement
comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.
For Amit Ray & Co., Chartered Accountants.
Place: Allahabad Date: 31st May 2014
Basudeb Banerjee (Partner) Membership No.070468 F.R.NO.000483C
TRIVENI GLASS LIMITED
The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Triveni Glass Limited on the accounts of the company for the year ended 31st March, 2014. (i) (a) On the basis of available information, the Company has maintained proper records
showing full particulars including quantitative details and situation of its fixed assets.
(b) All the fixed assets have not been physically verified by the management during the year but there is the regular programme of verification which in our opinion is reasonable having regard to the size of the company and of its assets. No discrepancies were noticed on such physical verification. However no verification has been carried out in Allahabad Unit due to its closure.
(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed off during the year and therefore does not affect the going concern assumption.
(ii) (a) As explained to us, inventories have been physically verified by the management at regular intervals. However at Allahabad Unit, all the inventory items had not been physically verified, as the factory remained closed for a considerable period of time.
(b) In our opinion and according to information and explanations given to us, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.
(c) The Company has maintained proper records of inventories. As explained to us there was no material discrepancies noticed on physical verification of inventories as compared to the book records.
(iii) (a) On the basis of Information given to us the following party has granted loan to the Company. Name of the Party Amount (in Rs.) Mr.J.K.Agrawal ( Managing Director) 103.65 lacs
(b) According to the information and explanation given to us, the loan given to the company by Mr. J. K. Agrawal, Managing Director is free of interest and as such is not prejudicial to the interest of the company.
(c) On the basis of the information given to us there is no overdue amount which is payable by the Company.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for sale of goods. Further, during the course of our audit, we have not observed any major weakness in internal control.
(v) (a&b) According to the information and explanations given to us, loan that is taken by the Company from Managing Director is entered into a register in pursuance of section 301 of the Companies Act, 1956.
(vi) The Company has not accepted any deposits from the public during the year and the company is not having any public deposit as on date.
TRIVENI GLASS LIMITED
(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business at Rajahmundry. The internal audit of Allahabad was not carried out from July’06 due to closure of the factory.
(viii) The Central Government has prescribed maintenance of cost records for the Glass Industry and the cost Audit has been conducted for the year 2012-13 as per the Govt order and report submitted to Govt against which there are no adverse observations.
(ix) (a)
According to the records of the Company, the following undisputed Statutory dues including Provident Fund, Income Tax, Sales Tax, Excise Duty, Cess and other statutory dues, wherever applicable, have not been deposited with the appropriate authorities and are outstanding as at 31st March, 2014.
Name of the Statute
Nature of the Dues Amount (Rs. in Lac)
Period to which the amount relates
Income Tax Act, 1961
Income Tax Deducted from Source -Allahabad -Rajahmundry
2.95 0.56
March ’14 since March ’14 paid
Fringe Benefit Tax - Allahabad
31.77
2008-2009
Provident Fund Act
Provident Fund Trust Provident Fund / ESI Rajahmundry
77.82 1.56
2005-2006 – Rs.20 Lacs Paid March ’14 – since paid
Central Excise Rajahmundry 38.56 March ‘ 14 – since paid
State Sales Tax
Rajahmundry
6.22 46.02 - 34.85 36.87
2009-2010 2010-2011 since 2011-2012 paid 2012-2013 2013-2014
123.96
Total 302.19
TRIVENI GLASS LIMITED
(b) The disputed statutory dues aggregating to Rs 6463.34 Lacs, that have not been deposited on account of matters pending before appropriate authorities are as under:
SL NO
NAME OF THE STATUTE NATURE OF THE DUES
FORUM WHERE DISPUTE IS PENDING
AMOUNT (Rs. in Lac)
1. Central Excise Act and CENVAT Credit Rules, 2004
Central Excise Duty and CENVAT credit
Central Excise Service Tax Appellate Tribunal, New Delhi
726.00
2. Central Excise Act and CENVAT Credit Rules, 2004
Central Excise Duty and CENVAT credit
Central Excise Service Tax Appellate Tribunal, New Delhi
122.00
3.* Central & State Sales Tax/ Trade Tax
Sales Tax /Trade Tax
Various Sales Tax / Trade Tax Appellate Authorities, Allahabad
88.45
* The Company has deposited an amount of Rs.11.49 Lacs under protest.
4. Central & State Sales Tax/ Trade Tax
Sales Tax /Trade Tax
Supreme Court, New Delhi
107.21
5 6.
Custom Act, 1962 Customs Act, 2004
EPCG Scheme Advance Licence
Asst. Commissioner Customs Visakhapatnam DGFT Kanpur
755.00 405.00
7 Central Excise & State Sales Tax/Trade Tax
Excise
Rajahmundry
67.68
8 Commissioner of Central Excise Allahabad
Excise Penalty
Central Excise Tribunal- New Delhi
2096.00 2096.00
Total 6463.34
(x) The Company is a sick industrial company within the meaning of Clause (O) of
subsection (1) of Section 3 of Sick Industrial Companies (Special Provisions) Act, 1985. The Net worth of the Company has been fully eroded as on 31st March, 2014. The net worth of the company as on 31.03.2014 being Rs. (5016.92) Lacs The company has not incurred any cash losses during the financial year covered by our audit as well as the preceding financial year.
(xi) The company has defaulted in repayment of dues to financial institutions which are as
follows: AMOUNT DUE (Rs.in Lacs) Period Due to
Principal 2400.00 Upto 31st March 2014 IDBI (SASF)
Interest 1297.50 IDBI (SASF)
Principal Upto 31st March 2014 State Bank of India, Lucknow
Interest 337.06 State Bank of India, Lucknow
Principal 508.00 Upto 31st March 2014 Canara Bank, Kolkata
Interest 82.00 Canara Bank, Kolkata
Total 4624.56
TRIVENI GLASS LIMITED
As informed earlier that SASF (IDBI) had sanctioned an OTS package to the Company
in February 2010. Against this package the company made payment of Rs.1600 lacs,
but defaulted in making payment of the balance amount of Rs.2400 lacs till March 2013.
The Company requested SASF to revive the OTS package which SASF vide their letter
dt.4.10.2013 agreed to give a fresh package to the Company on the following terms :-
1.) Total payment to be made Rs.3550 lacs
2.) Rs.3250 lacs payable within one month i.e by 2.11.2013 and balance Rs.300
lacs to be paid in six monthly installments commencing after 6 months from the date of
LOA.
3.) Interest for default to be charged @ 14.75% P.A
4.) Promoters to undertake and buy back existing 35.36 lacs equity shares allotted
to SASF at face value of Rs.10/- each within a period of 18 months from the date LOA.
The company with all its efforts was able to locate a financier who was ready to give
bridge loan against the property, but unfortunately he backed out in January’14 end
therefore putting the Company into great difficulty, however the company has been able
to locate another buyer / financier, and talks are in final stage but even after getting
extension of time from SASF till 31.3.14 the company was not able to pay their dues, the
company is still trying its best to arrive at a arrangement of financing and settle the dues
of SASF at the earliest. SASF has now allowed time till 31.5.2014.
Similarly SBI who had approved a OTS scheme of Rs.1489 lacs valid till November
2011. The company was able to pay only a sum of Rs.855 lacs against the same till
31.3.2013, and the balance amount of Rs.634 lacs in January 2014, as a result of the
delay an additional interest liability of Rs.327 lacs was created as on 31.3.2014 which
the company inspite of all its efforts has not been able to clear and has sought time
initially till 30.4.2014, but due to procedural delay the company has requested for some
more time from SBI for this payment .
As regards Canara Bank, after a settlement has been arrived at on 12.3.2014 for a total
amount of Rs.590 lacs . Formal letter from the Bank is still awaited, though the company
has given its consent to the same.
Figures shown above are the actual defaulted liabilities on the basis of OTS, the book
liabilities are higher in view of provisions for Interest, etc created in earlier year.
(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loan and advances on the basis of security by way of pledge of shares, debenture and other securities.
(xiii) In our opinion, the Company is not a chit or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company.
(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, debentures and other securities. Therefore, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003, are not applicable to the Company.
(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or Financial Institutions during the
TRIVENI GLASS LIMITED
year .
(xvi) According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that the Company has not utilized any fund raised on short-term basis for long-term investment and vice-versa.
(xvii) During the year, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained u/s 301 of the Companies Act, 1956.
(xviii) Debentures are converted into secured loan as per OTS Scheme 2005 for which necessary Securities has been created and registered.
(xix) The Company has not raised any money from public issues during the year.
(xx) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.
For Amit Ray & Co.,
Chartered Accountants. Place: Allahabad Date:31st May , 2014 Basudeb Banerjee (Partner) Membership No.070468 FRN – 000483C
TRIVENI GLASS LIMITED
TRIVENI GLASS LIMITED
Balance Sheet as at : 31st March 2014 ( Rs. in Lacs)
Particulars Note No. Balance as at
31.03.2014 Balance as at 31.03.2013
I. EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 1 1262.9 1,262.9
(b) Reserves and surplus 2 (6287.1) (6,953.9)
(c) Money received against share warrants - -
2 Share application money pending allotment (4.9) (4.9)
3 Non-current liabilities
(a) Long-term borrowings 3 11046.1 11,680.1
4 Current liabilities
(a) Short-term borrowings 4 1519.7 776.6
(b) Trade payables 5 1026.5 1,058.2
(c) Other current liabilities 6 2674.3 2,922.2
TOTAL 11237.6 10,741.2
II. ASSETS Non-current assets
1 (a) Fixed assets
7
(i) Tangible Assets 8110.3 8,079.4
(ii) Capital work-in-progress 209.8 206.9
(b) Non-current investments 8 17.7 17.7
2 Current assets
(a) Inventories 9 1145.5 519.1
(b) Trade receivables 10 636.6 733.6
(c) Cash and Bank Balances 11 290.5 292.2
(d) Short-term loans and advances 12 827.3 892.3
TOTAL 11237.6 10,741.2
Significant Accounting Policies and Notes on Financial Statement 1 to 29 Notes referred to above form an integral part of the financial statements
As per our attached Report of even date For and on behalf of the Board
For Amit Ray & Co. Chartered Accountants Mr. J.K. Agrawal Managing Director
Firm Registration no. 000483C Mr. A.K. Dhawan Director Finance
Basudeb Banerjee Dr. Kamlesh Narain Agarwala Director
(Partner) Mr. Ashoka Kumar Rastogi Director
Membership No.( 070468) Mr. Peeyush Kumar Kesharwani Director Place : Allahabad
Date: 31st May 2014
TRIVENI GLASS LIMITED
TRIVENI GLASS LIMITED
Statement of Profit and loss for the year ended 31st March 2014
( Rs. in lacs)
Particulars Refer Note No. For the Year
ended 31.03.2014
For the Year ended 31.03.2013
Revenue from operations 13 5,181.29 5,502.03
Other income 14 45.72 267.34
Total Revenue (I + II) 5,227.01 5,769.37
Expenses:
Cost of materials consumed 15 1,858.57
1,823.27
Changes in inventories of finished goods work-in-progress and Stock-in-Trade
16 (533.85) 76.64
Employee benefits expense 17 265.04 259.68
Finance costs 18 132.68 112.01
Depreciation and amortization expense 149.13 144.44
Other Expenses 19 2,276.32 3,185.85
Write Off 20 183.30 88.71
Prior period Adjustment 21
223.50 5.16
Total expenses 4,554.69 5,695.77
Profit before exceptional and extraordinary items and tax (III-IV) 672.32 (73.60)
Exceptional items (Exchange fluctuations) (5.49) (3.71)
Profit before extraordinary items and tax (V - VI) 666.83 69.89
Extraordinary Items - -
Profit before tax (VII- VIII) - 69.89
Tax expense: 666.83 69.89
(1) Current tax - -
(2) Deferred tax - - Profit (Loss) for the period from continuing operations (VII-VIII) 666.83 69.89
Profit/(loss) from discontinuing operations - - Profit/(loss) from Discontinuing operations (after tax) (XII-XIII) 666.83 69.89
Profit (Loss) for the period (XI + XIV) 666.83 69.89
Earnings per equity share:
(1) Basic 5.28 0.59
(2) Diluted 5.28 0.59
Significant Accounting Policies and Notes on Financial Statement 1 to 29
Notes referred to above form an integral part of the financial statements
As per our attached Report of even date For and on behalf of the Board
For Amit Ray & Co.
Chartered Accountants Mr. J.K. Agrawal Managing Director
Firm Registration no. 000483C Mr. A.K. Dhawan Director Finance
Basudeb Banerjee Dr. Kamlesh Narain Agarwala Director
(Partner) Mr. Ashoka Kumar Rastogi Director
Membership No.( 070468) Mr. Peeyush Kumar Kesharwani Director
Place : Allahabad Date : 31st May 2014
TRIVENI GLASS LIMITED
TRIVENI GLASS LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2014
For the year ended
For the year ended
31.03.2014 31.03.2013
(Rs. In Lacs)
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/ (Loss) before tax 665.83 69.89
Add/(Less) :
Other Income - -
Unclaimed Balance Written back - -
Sundry Debit balance written off - -
Depreciation 149.13 144.45
Profit on sale of fixed assets (3.63) -
interest provided in P & L a/c (net of capitalization) - -
Operating profit before working capital changes 812.33 214.34
adjustment for :
(increase)/Decrease in Inventories (626.40) 87.22
(increase)/Decrease in loans & advances 65.00 (190.87)
(increase)/Decrease in trade & other receivables 97.00 20.95
Increase/(Decrease) in trade payables (31.64) (65.96)
Increase/(Decrease) in Other liabilities (247.88) 226.55
NET CASH FROM OPERATING ACTIVITIES (A) 68.41 292.23
B. CASH FLOW FROM INVESTING ACTIVITIES :
Sale/(Purchase) of fixed assets (185.23) - (388.68)
Sale of Investments/ fixed assets 5.93 - 0.55
Net CASH USED IN INVESTING ACTIVITIES (B) (179.30)
(388.13)
TRIVENI GLASS LIMITED
C. CASH FLOW FROM FINANCING ACTIVITIES :
Proceeds from Long Term Borrowings (634.00) (380.77)
increase in Short Term Borrowings 743.11 170.81
Increase in Share Capital -
Proceeds from Cash Credit -
Repayment of Other Loan - -
NET CASH USED IN FINANCING ACTIVITIES © (109.11) (209.96)
D. Prior Period Paid Out
NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS
(A) + (B) + (C) + (D) (1.78)
Cash and cash equivalents as at April 1, 2012 292.25 598.11
Cash and cash equivalents as at March 31, 2013 290.47 292.25
Note: 1. The above cash flow statement has been prepared by using the indirect method set out in Accounting Standard 3 - 'Cash Flow Statement' notified in the companies (Accounting Standard) Rules, 2006
2. Cash & Cash Equivalents consist of cash on hand , bank balances with banks.
As per our report attached report of even date For and on behalf of the Board
For Amit Ray & Co. Chartered Accountants Mr. J.K. Agrawal Managing Director
Firm Registration No. 000483C Mr. A.K. Dhawan Director Finance
Basudeb Banerjee Dr. Kamlesh Narain Agarwala Director
(Partner) Mr. Ashoka Kumar Rastogi Director
Membership No.( 070468) Mr. Peeyush Kumar Kesharwani Director
Place : Allahabad
Date: 31st May ,2014
TRIVENI GLASS LIMITED
NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST
MARCH’2014
Note 1 : Share Capital
(Rs. in Lacs)
Share Capital
As at 31 March 2014 As at 31 March 2013
Number Rs. Number Rs.
Authorized
Preference shares of Rs. 100 each
25,000.00
25.00
25,000.00
25.00
To be issued on such terms & conditions as the company may decide from time to time.
Equity Shares of Rs. 10 each
19,750,000.00
1,975.00
19,750,000.00
1,975.00
19,775,000.00
2,000.00
19,775,000.00
2,000.00
Issued
Equity Shares of Rs. 10 each
12,619,434.00
1,261.94
12,619,434.00
1,261.94
Subscribed & Paid up
Equity Shares of Rs. 10 each fully paid
12,619,434.00
1,261.94
12,619,434.00
1,261.94
Subscribed but not fully Paid up
Forfeiture of shares
Amount Paid up on shares forfeited (10950 shares forfeited during 06-07)
10,950.00
0.94
10,950.00
0.94
Total
12,619,434.00
1,262.88
12,619,434.00
1,262.88
Particulars
Equity Shares Preference Shares (Rs. In Lacs)
Number Rs. Number Rs.
Shares outstanding at the beginning of the year
12,619,434.00
126,194,340.00
- -
Shares Issued during the year
- - - -
Shares bought back during the year
- - - -
Shares outstanding at the end of the year
12,619,434.00
1,261.94 - -
Name of Shareholder
As at 31 March 2014
As at 31 March 2013
(Rs. In Lacs)
No. of Shares held
% of Holding No. of Shares held % of Holding
Stressed Asset Stabilization Fund (IDBI)
3,536,134.00 28.02%
3,536,134.00 28.02%
TRIVENI GLASS LIMITED
Particulars
Year (Aggregate No. of Shares)
2013-14 2012-13
Equity Shares :
Fully paid up pursuant to contract(s) without payment being received in cash
12,619,434.00
12,619,434.00
Fully paid up by way of bonus shares
-
-
Shares bought back -
-
NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH,2014 Note 2 : Reserve & Surplus
( Rs. in Lacs)
Reserves & Surplus
As at 31 March 2014 As at 31 March 2013
Rs. Rs. a. Capital Reserves
Opening Balance 221.86 221.86
(+) Current Year Transfer - -
(-) Written Back in Current Year - -
Closing Balance 221.86 221.86
b. Securities Premium Account
Opening Balance 4,408.75 4,408.75 Add : Securities premium credited on Share issue - - Less : Premium Utilised for various reasons - -
Premium on Redemption of Debentures - -
For Issuing Bonus Shares - -
Closing Balance 4,408.75 4,408.75
c. Surplus
Opening balance (11,584.51) (11,654.40) (+) Net Profit/(Net Loss) For the current year 666.83 69.89 (-) Transfer to Reserves
Closing Balance (10,917.68) (11,584.51)
Total (6,287.07) (6,953.90)
TRIVENI GLASS LIMITED
NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31ST MARCH’2014
Note 3: Long Term Borrowings
( Rs.in Lacs)
Long Term Borrowings
As at 31 March 2014 As at 31 March 2013
Rs. Rs.
Secured
(a) Term loans
from banks 1819.78 2453.78
(Secured By : First Charge on stocks & inventory , plant 7 machinery Second charge on assets)
from other parties - SASF (IDBI) 9122.69 9122.69
(Secured By : First Charge on Assets Second charge on Stocks , inventory & plant & machinery )
10,942.46 11,576.47
In case of continuing default as on the balance sheet date in repayment of loans and interest with respect to (b) (e) & (g)
1. Period of default
2. Amount 10,942.46 11,576.47
Unsecured
(b) Other loans and advances (By
Director) 103.65 103.64
103.65 103.64
Total 11,046.11 11,680.11
TRIVENI GLASS LIMITED
Note 4 : Short Term Borrowings
( Rs. in Lacs)
Short Term Borrowings
As at 31 March 2014 As at 31 March 2013
Rs. Rs.
Unsecured
(A) Other loans and advances
(i) From Companies 1519.75 776.64
Total 1519.75 776.64
NOTE-5 TRADES PAYABLE
Trade Payable
As at 31 March 2014
As at 31 March 2013
Rs. Rs.
(A) Trade Payable 1,026.55 1,058.19
Total 1,026.55 1,058.19
NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH,2014
Note 6 : Other Current Liabilities
( Rs. in Lacs)
Other Current Liabilities
As at 31 March 2014 As at 31 March 2013
Rs. Rs.
(a) Current maturities of long-term debt (Statutory dues)
514.80 764.88
(b) Advance received from dealers 849.85 612.20
(c)Employees Payable 1,241.40 1,538.36
(d)unpaid salary 0.14 0.28
(e) Others 68.10 6.44
Total 2,674.28 2,922.16
TRIVENI GLASS LIMITED
Note 9 : Inventories
( Rs. in Lacs)
Inventories As at 31 March 2014 As at 31 March 2013
Rs. (Rs. in Lacs) Rs. (Rs. in Lacs)
a. Raw Materials and components (Valued at cost price or market price) which ever is less
27,557,951.99 21,031,167.38
275.58
210.31
b. Finished goods (Valued at cost price or market price) which ever is less
58,660,414.06 5,227,128.36
Goods-in transit
586.60 52.75
c. Stores and spares (Valued at cost price or market price) which ever is less
28,334,913.13 25,601,817.39
Goods-in transit
283.35 256.02
d. Others
Total
1,145.53 519.08
Note 10 : Trade Receivables (Rs.in Lacs)
Trade Receivables As at 31
March 2014 As at 31 March
2013
Trade receivables outstanding for a period exceeding six months from the date they are due for payment
Secured, considered good 297.9 49.18
Unsecured, considered good
Unsecured, considered doubtful
Trade receivables outstanding for a period exceeding six months from the date they are due for payment
Secured, considered good
Unsecured, considered good
Unsecured, considered doubtful
368.09
713.80
Less: Provision for doubtful debts (29.42) (29.42)
636.57 733.56
TRIVENI GLASS LIMITED
NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH,2014
Note 11 : Cash & Bank Balances
( Rs.in Lacs)
Cash and cash equivalents As at 31 March 2014 As at 31 March 2013
a. Balances with banks
11.08
26.09
This includes:
Other Commitments
Bank deposits with more than 12 months maturity
b. Cheques, drafts on hand
c. Cash on hand 0.12 0.17
d. Others (Fixed Deposits) 279.27 265.98
Total 290.47 292.25
Note 12 : Short Term Loans & Advances ( Rs.in Lacs)
Short-term loans and advances As at 31 March 2014 As at 31 March 2013
Others
Secured, considered good 826.88 892.27
Unsecured, considered good
Doubtful 0.4
Total 827.28 892.27
Note 13 : Revenue From Operations (Rs.in Lacs)
Particulars
For the year ended 31
March 2014
For the year ended 31 March 2013
Sale of products 5,558.98 5,999.65
Trading Sales 28.82
Sale of products (Export) 232.12 130.83
Less:
Excise duty 638.64 628.46
Total 5,181.29 5,502.03
TRIVENI GLASS LIMITED
Note 14 : Other Income
(Rs. in Lacs)
Particulars
For the year ended 31
March 2014
For the year ended 31 March 2013
Interest Income (in case of a company other than a finance company)
20.32 11.52
Dividend Income - -
Net gain/loss on sale of investments - -
Other non-operating income (net of expenses directly attributable to such income)
25.41 255.82
Total
45.72 267.34
NOTE 15- Cost Of Material Consumed
( Rs. in Lacs)
Particulars 2014 2013
Soda Ash 764.99 578.04
Glass Cullet 854.36 969.43
Silica Sand 155.0 112.99
Borax - -
Others 84.22 162.81
Total 1858.57 1823.27
Additional Information Pursuant to the Provision of Part 2 Of the Schedule VI of the Companies Act 1956
is given below
(A) Particulars in respect of Sales & Stock :
Rs. (in Lacs)
Sales of Goods Manufactured by the
Company
Unit of Quantity
Year
Sales Stock
Quantity Value Opening Value Closing Value
Quantity Quantity
Figured & Wired Glass Lac Sq. Mtr. of
2mm 2014 62.70 5819.92 1.65 52.75 5.96 586.6
-do- Thickness 2013 69.8 6130.48 4.02 129.34 1.65 52.75
TRIVENI GLASS LIMITED
B. Details Of Raw Material Consumed
Rs. (in Lacs)
Unit of Unit
2014 2013
Quantity Quantity Value Quantity Value
Soda Ash M.T. 3638.85 764.99 2734.8 578.04
Glass Cullet M.T. 10340.83 854.36 22634 969.43
Silica Sand M.T. 11824.69 155.00 7930 1121.9
Borax
Others 84.22 162.81
Total 1858.57 1823.27
C. Value of imported and indigenous raw materials, Spare Parts And Components consumed during the year and percentage of each to the total consumption
2014 2013
Rs. In Lacs % Rs. In Lacs %
Raw Materials
Imported 42.05 2.27
Indigenous 1816.52 97.73 1823.27 100
1858.57 100 1823.27 100
Stores, Spare Parts & Components
Imported 29.01 85.77 38.53 66.09
Indigenous 4.81 14.23 19.77 33.91
33.82 100 58.3 100
(D) Earning in Foreign Exchange Rs. (in Lacs)
2014 2013
Export of Goods calculated on FOB basis C.I.F. Value of goods imported by the
Company during the year : (i) Raw Material (ii) Components & Spare Parts (iii) Capital Goods (iv) Trading
232.12 130.83
42.05
29.61 38.53
0
29.40
67.92 0
TRIVENI GLASS LIMITED
(E) Expenditure in Foreign Currencies during the Year (Rs. in Lacs)
2014 2013
(i) Traveling Expenses - -
(ii) Commission 1.88 2.12
(iii) Bank Charges & Others
Total 1.88 2.12
NOTE 16- Changes in inventories of finished goods work-in-progress and Stock-in-Trade
Rs. (in Lacs)
Increase/ Decrease in stock of Finished Goods
For the Year
Ended 31
March 2014
For the Year Ended 31
March 2013
Closing Stock 586.60 52.75
Less: Opening Stock 52.75 129.34
Total 533.85 76.64
Note 17 : Employee Benefits Expenses
Rs. (in Lacs)
Employee Benefits Expense
For the year ended 31
March 2014
For the year ended 31 March 2013
(a) Salaries and incentives 239.69 233.18
(b) Contributions to -
(i) Provident fund (ii) Superannuation scheme
1.87
1.26
(c) Gratuity fund contributions - -
(d) Staff welfare expenses 1.13 4.16
(e) LTC 4.66 4.41
(f)Managerial remuneration 8.41 9.38
(g) Medical expenses 3.84 3.65
(h) Bonus 5.44 3.64
Total 265.04 259.68
TRIVENI GLASS LIMITED
Rs. (in Lacs)
(I) Managerial Remuneration :
For the year ended 31
March 2014
For the year ended 31 March 2013
(i) Salaries 6.24 6.24
(ii) Perquisites in Cash or Kind 2.17 3.14
(iii) Contribution to Provident Fund and other Fund - -
Total 8.41 9.38
Note 18. FINANCE COST Rs. (in Lacs)
Particulars
For the year ended 31 March
2014
For the year ended 31
March 2013
Interest expense 0.80 3.29
Other borrowing costs 131.88 108.72
Total
132.68 112.01
NOTE-19 OTHER EXPENSES
Other Expenses
For the year ended 31 March
2014
For the year ended 31 March
2013
Rs. Rs.
Advertisement
3,330,304.99
1,332,508.46
Advertisement (DIRECT) 500.00
Bank Charges & Commission
562,165.06
907,667.40
Carriage inwards 98,506.00
428,186.50
Director fees
110,000.00
125,000.00
Electric charges & expenses
1,915,277.76
592,830.00
Internal audit fees
114,608.00 81,673.00
legal charges
2,195,255.00
4,441,036.00
Listing fees
270,604.44
197,845.44
Newspaper books & Periodicals 3250
TRIVENI GLASS LIMITED
1,770.00
Printing & Stationary
130,054.78
186,464.14
Postage , telegram , telephone & telex
1,192,687.83
1,047,558.90
Security service charges
2,607,958.00
1,082,796.00
Consultancy fee & Professional fee
1,737,748.00
1,564,768.00
Consultancy expenses
288,008.00 29,522.00
Sundry Expenses
5,109,827.90
5,218,686.32
Sundry expenses Subscription 80,698.00 46,021.08
Travelling Expenses (directors)
567,001.55
801,159.69
Travelling & conveyance expenses
3,681,442.99
3,509,246.88
Upkeep of car 29,200.00 30,132.00
Upkeep of other vehicle
140,070.00
145,170.19
Fuel Expenses
578,367.13
409,571.09
REPARING expenses
221,593.29
165,048.13
Handling Loading Transportation etc. - 19,954.00
Transportation Expenses -
227,032.00
Stipend
118,376.00
515,623.00
Insurance Premium(Others)
594,784.00
1,204,036.00
Consumption of stores for production
3,381,657.20
5,831,074.00
Packing Charges
72,067,957.21
68,016,124.78
Consumption of fuel
61,630,989.03
171,166,932.77
Power Charges
14,143,842.00
13,401,087.00
Rent
1,109,773.00
862,244.00
Rates & Taxes
944,926.00
1,584,969.00
Repairs to Building (DIRECT) 19,600.00 43,120.61
Repairs to Building (others)
1,565,964.26
1,137,802.53
Repairs to Plant & Machinery (Direct)
2,912,854.93
2,366,987.46
Repairs to Plant & Machinery (others)
1,454,716.11
3,157,834.11
Repairs to others 96,697.04
TRIVENI GLASS LIMITED
388,737.51
Repairs to vehicle
114,410.78 83,803.50
Shortage A/c -
2,211,927.54
Round Off - 18.92
Selling Expense Freight & Transport Charges Export
5,750,265.63
1,915,548.01
Selling Expense (Export) Commission
267,789.14
113,560.00
Miscellaneous Manufacturing Exp.
9,168,279.88
4,729,192.00
Rebate
27,019,177.00
17,124,716.30
Research and development (lab) 72,392.19 86,078.77
Auditor Remuneration
234,832.00 50,000.00
Total Expenses (In Rs.)
227,632,432.12
318,585,045.03
Total (Rs. in Lacs) 2,276.32 3,185.85
NOTE- 20 Write OFF
Rs. (in Lacs)
Write OFF
For the year ended 31 March 2014
For the year ended 31
March 2013
Sundry Debit Balance Written off 183.30 88.71
TOTAL 183.30
88.71
NOTE- 21 Prior Period Item
Rs. (in Lacs)
Prior Period Adjustment
For the year ended 31 March 2014
For the year ended 31
March 2013
Prior Period Adjustment 223.50 5.16
TOTAL 223.50
5.16
TRIVENI GLASS LIMITED
NOTE NO.22 Contingent liabilities and receivables :
i) Contingent liabilities:
(a) The Company received Show-cause cum Demand Notices in routine way regarding non-
admissibility of Modvat credit due to technical defects in documentation. Most of the defects are
curable and are allowed at the first or second stage of hearing. As on 31.03.2014, such show-
cause cum demand notices proposing to disallow modvat credit stood at Rs. 122.00 lacs (2012-
13 Rs. 122.00 lacs).
(b) The Commissioner Central Excise reconfirmed demand of Rs 20.96 crores and imposed equal
penalty thereon after adjudicating the case. He also imposed penalties on Directors and Senior
Officers of the Company. We have filed appeal against the order along with the stay application
for waiver or pre deposit before Central Excise Tribunal New Delhi.
(c) Sales Tax Department has created a demand of Rs. 107.21 lacs (2013-Rs.107.21 lacs)
disputing the rate of tax on Tinted Glass and other sales tax matters, which the Co. has not
admitted and filed appeal against above mentioned demands, However, the Hon’ble Court has
dismissed our appeal against which we have filed SLP before Hon’ble Supreme Court and the
SLP has been admitted on 20.04.2011 for final hearing. Allahabad High Court has also
disallowed our appeal against higher rate of tax on Tinted Glass for period subsequent to 1996
onwards and we are filing SLP against the same before the Honorable Supreme Court to be
tied up and to be decided in due course
(d) Modvat credit on capital goods availed during installation of Float Glass plant to the extent of
Rs. 7.26 Crores was disallowed by Jurisdictional Deputy Commissioner and equal penalty was
imposed by wrongly treating Float Glass as a separate and independent unit while the fact is
otherwise. Float Glass Plant is an expansion of the then factory and the department itself has
endorsed Float Glass Plant in our Central Excise License (Registration Certificate) as
expansion. Against, the order of the Commissioner (Appeals), we have filed appeal before
CESTAT, New Delhi, which has completely waived pre-deposit of 50% of the required amount.
Now the case will be heard and decided on merits in due course.
(e) There is EPCG license liability for Rs. 276 lacs plus interest amounting to Rs.479 lacs for non-
fulfillment of export obligation in time. Our appeal has been dismissed by the Tribunal and thus
we have filed appeal before BIFR for stay of recovery of the amount and waiver of interest
amount. Besides DGFT has issued show case notices for recovery of Rs.405 lacs on account
of Non-fulfillment of Export obligations against advance licenses. We have fulfilled the export
obligation against some of the licenses but the documentary evidence being submitted by us is
not acceptable to the Department. The company has filed appeal before BIFR vide its Draft
Restructuring Proposal for waiving the export obligation and interest thereon.
TRIVENI GLASS LIMITED
(f) The termination of the services of the 50 workers employed in PPG Plant was referred to
arbitration which ruled the termination as illegal and recommended for restoration of concerned
employees back in the services. The Hon’ble Allahabad High Court also confirmed the order. The
company filed an SLP before the Hon’ble Supreme Court where the matter has been ultimately
settled and the company has been asked to pay the dues of concerned workers as computed by
the labour court, Allahabad in four installments. The company has already paid Rs.61 lacs in two
installments against total dues of Rs.1,23,39,061 by now.
(g) Our request for remission on Duty of Finished goods has been rejected by the Assistant
Commissioner, thus creating a demand of Rs 43237/- and equal penalty thereon. We have filed
appeal against the said order.
(h) Being aggrieved with the order of Commissioner Appeals confirming demand of Rs 130372 and
imposing equal penalty thereon for allegedly charging higher prices from deposit compared to
expected prices . We have filed appeal before Central Excise Tribunal Delhi which has directed
us to deposit of the balance amount till the case is finally decided The amount has been
adjusted against the input credit available with us.
Note No.23
As per AS 15
Retirement benefits namely gratuity & earned leave liability for Rajahmundry employees has been duly
provided in Allahabad books.
Note No-24
(A) Segment Information As per AS - 17
(i) Business Segment
(1) Segment Revenue
At the end for the year ended 31st March 2014 (Rs. Lacs)
Total Figured
Glass
a) External Sales 232.12
b) Inter Segment Sales -
c) Total Revenue 5819.92
TRIVENI GLASS LIMITED
(ii) Geographical Segment (Rs. In Lacs)
Statement of Secondary Segment wise Sales & External Receivables
Out of India With in India Total
Segment Segment
Segment Revenue 232.12 5587.78 5819.92
- - - Segment Assets (-) (-) (-)
- - - Capital Expenditure (-) (-) (-) [Figures in bracket pertain to previous year.]
Segment Reporting as per Accounting Standard AS-17 issued by Institute of Chartered
Accountants of India.
(i) Business Segments:
The Company has considered “Business Segment” as the Primary Segment for disclosures, which
comprises of Flat Glass .
(ii) Geographical Segments:
Geographical Segment is the “Secondary Segment” and location of its market I.e. “India” and “Out of
India”.
(iii) Segment Revenue :
Segment Revenue comprises of Sales and related income that are directly identifiable with the Segment.
(iv) Segment Expenses:
Directly identifiable with the segment are charged to the respective Segment.
(v) All the accounting policies adopted for the Segment reporting are inline with those of the Company.
Note No:- 25
As per AS-18 “Related Party Disclosures” :
(a) No transaction of sale, purchase or supply of any goods material or services has been
entered into by the company with the promoters, Directors their relatives etc.
(b) Key management personnel - Sri J K Agrawal, Managing Director (Managerial remuneration
paid is Rs0.32 lacs), Sri A K Dhawan, Director (Finance) (Managerial remuneration paid is
Rs. 8 .09 lacs).
TRIVENI GLASS LIMITED
Note No:- 26
As per AS-22 Taxes on Income:
No provision of Income Tax has been made due to the carried forward losses and unabsorbed
depreciation of earlier year.
As per AS-22 deferred tax assets should be recognized and carried forward only to the extent
that there is reasonable certainty that sufficient future taxable income will be available against
which such deferred tax assets can be realized. AS-22 also describes that where an enterprise
has unabsorbed depreciation or carry forward losses under tax laws, deferred tax should be
recognized only to the extent that there is virtual certainty supported by convincing evidence
that sufficient future taxable income will available against which such deferred tax assets can
be realized.
Since there is no virtual certainty supported by convincing evidence for any future taxable
income, deferred tax assets have not been recognized during the current year.
Note No:- 27
As per AS-28 “Impairment OF Assets
During the year, closing stock of finished products has been valued by including the estimated
amount of Excise Duty payable thereon, Rs.64.60 lacs as per the ICAI guidelines, However,
this has no effect on the profit of the Company for the year.
Note No:- 28
1. Other points
A. Earnings Per Share
B. Guarantee, Counter Guarantee issued in favour of Bank are R.166.82 lacs (2013- Rs.166.82
lacs ) and in respect of Letter of Credit Rs.60 Lacs(2013-Rs.40 lacs ):
Particulars 2014 2013
Net Profit / (Loss) (Rs. In Lacs)
No. of Equity Shares 12,619,434 12,619,434
Nominal Value Per Share 10 10
Basic Earnings Per Share (In Rs.) 5.28 (0.59)
Diluted Earnings Per Share (In Rs.) 5.28 (0.59)
TRIVENI GLASS LIMITED
C. Total expenditure incurred on Research & Development during the year Rs.72392.19 (2013-
Rs.0.86 Lacs)
D. Depreciation amounting to Rs. 647.15 lacs has not been provided during the year for Float as
the Plant was closed during the year.
E. No Revenue recognition has been postponed during the current year
F. During the year, closing stock of finished products have been valued by including the
estimated amount of Excise Duty payable thereon Rs.64.60 lacs as per the ICAI guidelines,
However, this has no effect on the profit of the Company for the year.
G. Figures of previous year have been regrouped and rearranged wherever found necessary.
H. No Borrowing cost has been capitalized during the year
I. The names of SSI Units to whom Rs. 1.00 lac or more is outstanding for more than 30 days are
Varun Industries, Capricon Stypack (I) Pvt Ltd. and Bedi Enterprises. No interest has been
provided on these dues as the BIFR has declared it as a sick company.
J. Principal amounting to Rs.2908 Lacs and Interest default was Rs1724.50. Lacs during the
current year. (Last year Principal default was Rs.5090.94 lacs and Interest default was
Rs. 6485.24 Lacs).
k. Installed Capacity as on 31.03.2014 and Actual Production (Net of Breakages):
Particulars of Goods Unit of Quantity Year Installed Actual
Figured & Wired Glass
Lac Sq. Mtr. of
3mm Thickness 2014 99.00 67.01
-do-
(Rajahmundry) -do- 2013 99.00 69.33
Note No:- 29 Accounting Policies:
1. Fixed Assets:
(a) Fixed Assets are shown at historical cost except for certain land, building and Plant and
Machinery, which are shown at revalued amount.
(b) In respect of projects involving construction, related pre-operation expenses upto
commencement of production form part of the value of the assets capitalized
2. Depreciation:
TRIVENI GLASS LIMITED
(a) Depreciation is charged in the accounts under straight-line method at the rates specified in
schedule XIV of the Companies Act, 1956.
(b) Depreciation on additions to/deductions from Fixed Assets during the year is charged on pro-
rata basis from/upto the month in which the asset is available for use/disposal.
(c) Assets costing up to Rs. 5000/- are fully depreciated in the year of capitalization
3. Borrowing Cost
Borrowing cost attributable to the Fixed Assets during their construction are capitalized. Other
borrowing costs are recognized as an expense in the period in which they are incurred.
4. Inventories:
(i) Raw material, fuel, packing materials and stores are valued at cost, on weighted average basis
or market price whichever is lower.
(ii) Finished goods are valued at lower of cost or net realizable value.
5. Investment:
Investments are intended for long-term and are carried at cost. Provision is made for
diminution, other than temporary, in the value of such investments.
6. Retirement Benefits:
Retirement benefits are dealt in the following manner:
(a) Provident fund is accounted on accrual basis with contributions made to recognized fund.
(b) Gratuity and superannuation liabilities are determined on the basis of actuarial valuations done
at the end of the year and accordingly contributions are made to recognized fund set-up for the
purpose.
(c) Leave encashment benefit on retirement is determined on the basis of actuarial valuation and
such liability is provided in the accounts.
7. Foreign Exchange transactions:
(a) Foreign Currency transactions are initially recorded at the rates of exchange ruling on the date
of transaction.
(b) Foreign Currency Loans/Deposits/Liabilities are reported with reference to the rates of
exchange ruling at the year end and the difference resulting from such translations as well as
due to payment/ discharge of liabilities in foreign currency related to fixed assets / capital work-
in-progress is adjusted in their carrying cost and that related to current assets are recognized
as revenue/expenditure during the year.
TRIVENI GLASS LIMITED
(c) Export Sales in Foreign Currency are accounted for at the exchange rate prevailing at the time
of realization. Expenditure in Foreign Currency is accounted for at the Exchange Rate
prevailing at the time of expenditure.
8. Income recognition
Sale of goods is recognized on dispatches to customers.
Interest is recognized on time proportion basis, dividend is recognized when right to
receive payment is established.
Place: Allahabad
Date: The 31st May 2014
Signed in terms of our Report of even date On behalf of the Board
For AMIT RAY & CO.. Chartered Accountants Basudeb Banerjee Mr.J. K. Agrawal Managing Director
(Partner) Mr.A. K. Dhawan Director Finance
(Membership No. 070468) Dr.Kamlesh Narain Agarwala
Mr.Ashoka Kumar Rastogi
Director
Director
F.R.NO.000483C Mr.Peeyush Kumar Kesharwani Director
TRIVENI GLASS LIMITED
TRIVENI GLASS LIMITED
R.O.: 1, Kanpur Road, Allahabad – 21101 Uttar Pradesh Tel: 0532 2407325 Fax: 0532-2407450
Email: akd@triveniglassltd.com Website: www.triveniglassltd.com CIN: L26101UP1971PLC003491
ATTENDENCE SLIP
43rd ANNUAL GENERAL MEETING
Tuesday, 30th September, 2014, at 11.00 A.M.
Members are requested to bring copy of Annual Report along with them to the Annual General Meeting.
Please complete this Attendance Slip and hand-over at the Entrance of Hall. Only Members or their
Proxies are entitled to be present at the Meeting.
Name of the Shareholder :
Ledger Folio No. : Address : No. of Shares held : Name of the Proxy : I/ We hereby record my/ our presence at the Annual general Meeting of the Company held on Tuesday,
30th September, 2014.
Dated: Member’s / Proxy’s Signature Place:
TRIVENI GLASS LIMITED
Form No. MGT-11 Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3)
of the Companies (Management and Administration) Rules, 2014]
CIN: L26101UP1971PLC003491 Name of the company: Triveni Glass Limited Registered office: 1, Kanpur Road, Allahabad – 21101 Uttar Pradesh Tel: 0532 2407325 Fax: 0532-2407450
Email: akd@triveniglassltd.com
Website: www.triveniglassltd.com
Name of the member (s): Registered address: E-mail Id: Folio No/ Client Id: DP ID:
I/We, being the member (s) of …………. shares of the above named company, hereby appoint 1. Name: Address: E-mail Id: Signature: ……………., or failing him 2. Name: Address: E-mail Id: Signature:……………., or failing him 3. Name: Address: E-mail Id: Signature
TRIVENI GLASS LIMITED
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 43rd Annual general meeting of the company, to be held on the 30th day of September 2014 11:00 a.m.at Hotel Allahabad Regency 16, Tashkent Marg, Civil Lines, Allahabad- 211001 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolutions No.
1. To receive, consider and adopt the Balance Sheet as on 31st March’ 2014, the Profit & Loss
Account for the year ended on that date and Report of the Directors and to receive Report
of the Auditors.
Y/N
2. To appoint a Director in place of Mr. Anil Kumar Dhawan who retire by rotation and
being eligible to offer himself for re-appointment.
Y/N
3. To re-appoint M/s Amit Ray & Co. as the Statutory Auditor of the Company from the
conclusion of this Annual General Meeting till the Conclusion of next Annual General
Meeting.
Y/N
4. Ratification Of Director’s Remuneration
Y/N
5. Re-appointment of Mr. Jitendra Kumar Agrawal as managing director of the company
Y/N
6. Ratification of cost auditors’ remuneration
Y/N
7. Appointment of Mr. Kamlesh Narain Agarwala as an independent director of the company
Y/N
8. Appointment of Mr. Ashoka Kumar Rastogi as an independent director of the company
Y/N
9. Appointment of Mr. Peeyush Kumar Kesharwani as an independent director of the
company
TRIVENI GLASS LIMITED
Y/N
10. Alteration of articles of association of the company
Y/N
Signed this…… day of……… 2014 Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
Affix Revenue Stamp