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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.



43rd ANNUAL REPORT


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


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: [email protected]

STATUTORY AUDITORS M/s. Amit Ray & Co. Chartered Accountants M No. 070468 & FRN : 000483C Tel: 0532-2402763, 09335157473 E-mail Id: [email protected]

INTERNAL AUDITOR M/s. Gopal Gupta & Associates Chartered Accountants M No. 407472 Tel: 0532-2400703, 09415309678 Email Id: [email protected]

SECRETARIAL AUDITOR Mr. Samarendra Roy Practicing Company Secretary M No. F1406 & C P No 4230 Tel: 9830165672

Email Id: [email protected]

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: [email protected]

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: [email protected] Website: www.triveniglassltd.com

LISTED AT BSE Limited P.J. Towers, Dalal Street Mumbai-400001 Scrip Code: 502281

OTHER DETAILS CIN: L26101UP1971PLC003491 ISIN:INE094C01011

mailto:[email protected]





http://www.triveniglassltd.com/


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


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


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 R.O.: 1. Kanpur Road, Allahabad 211001 Tel: 0532 2407325 Fax: 0532-2407450

Email: [email protected] 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:




“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


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.


Kumar Agrawal shall be responsible for maintaining books of accounts and prepare financial statements

of the Company.



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,


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.”


8. APPOINTMENT OF MR. ASHOKA KUMAR RASTOGI AS AN INDEPENDENT DIRECTOR OF

THE COMPANY


Special Resolution:

“RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if


Act, as amended from time to time, Mr. Ashoka Kumar Rastogi (DIN 02800440), a non-executive




September 29, 2019.




9. APPOINTMENT OF MR. PEEYUSH KUMAR KESHARWANI AS AN INDEPENDENT

DIRECTOR OF THE COMPANY


Special Resolution:

“RESOLVED that pursuant to the provisions of sections 149, 152 and other applicable provisions, if


Act, as amended from time to time, Mr. Peeyush Kumar Kesharwani (DIN 00559591), a non-executive




September 29, 2019;





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


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


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

http://www.evotingindia.com/



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 [email protected].

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 [email protected] 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.

https://www.evotingindia.com/



(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 [email protected]

(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




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


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


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.



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.




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.


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.




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


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


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


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.


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.


CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs. 200000000 and Subscribed & Paid up share capital

is Rs. 126290000. There was no change in the share capital made during the year under review.

RESERVE & SURPLUS

Company has incurred huge losses in the past and the accumulated losses in beginning of the year was

Rs. 11584.1 Lacs and at the end of the Financial were Rs. 10917.68 Lacs. Capital reserves of Company

stood at Rs. 221.86 and Security Premium Account was at Rs. 4408.75 Lacs.

DIRECTORS

The Board of Directors at present consists of Mr. J.K. Agrawal Managing Director, Mr. A.K. Dhawan

Director (Finance), and three Independent Directors namely Dr. Kamlesh Narain Agarwala, Mr. Ashoka

Kumar Rastogi and Mr. Peeyush Kumar Kesharwani.

In accordance with the requirements of the Companies Act, 2013 and the Company’s Articles of

Association, Mr. J.K Agrawal the Mnaging Director of the Company who not retire by rotation and being

eligible to offer himself for reappointment is proposed to be re-appointed at the ensuing Annual General

Meeting.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with

Stock Exchanges, appointed Mr. K.N Agarwala, Mr. A.K Rastogi and Mr. P.K Kesharwani as

Independent Directors of the Company. The Companies Act, 2013 provides for appointment of

Independent Directors. Section 149(10) of the Companies Act, 2013 (effective April 1, 2014) provides

that Independent Directors shall hold the office for a term of up to five consecutive years on the Board of

a Company; and shall be eligible for re-appointment on passing a Special Resolution by the

Shareholders of the Company.

At Triveni Glass Limited, the Independent Directors were not appointed as the directors liable to retire by

rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies

Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of

five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and

(7) of the Act shall not apply to such Independent Directors. Further in terms of revised clause 49 of the

Listing Agreement which shall be effective from 1st Day of October 2014 existing Independent Director

who have been on the Board of the Company for 5 years or more may be appointed for a term of 5

consecutive years by passing special resolution at the Meeting of Shareholders of the Company.

Therefore it is proposed to re-appoint Independent Directors not to retire by rotation and also to fix their

tenure. Resolution in respect of this has been placed in the notice to the Annual General Meeting.

Brief resume of Director proposed to be appointed, nature of their experience in their specific functional

areas, name of the Companies in which they hold directorship and membership / chairmanship of the

Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock

exchanges forms part of the Notice.


PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or

interest on public deposits was outstanding as on the date of the balance sheet.

AUDITORS & AUDITORS’ REPORT

The Auditors, M/s. Amit Ray & Co., Chartered Accountants, the existing statutory Auditor of the

Company retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for

reappointment. The said Auditors have given consent for the appointment furnished the Certificate of

their eligibility for re-appointment.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under,

it is proposed to appoint Amit Ray & Co. as statutory auditors of the Company from the conclusion of the

forthcoming AGM till the conclusion of next

Explanation to the Auditors’ Qualification

3. Qualification regarding Depreciation under point No. 2 of the Auditors Report of even date

Auditor has qualified that Depreciation amounting to Rs.647.15 lacs has not been provided in accounts

for Float Glass Plant.

In this regard Your Directors explained the auditor that the Float Glass Plant was under closure since

September 2006 therefore the Depreciation was not provided.

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

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

As informed to all that Company is sick Company and has been in struggling phase the company has

since deposited the contributions towards Family Pension except the interest and damages. The

company has cleared substantial amount of the other statutory dues during the year as a result the same

came down from Rs.492 lacs as on 31.3.2014 to Rs.302 lacs as on 31.3.2014. The company is hopeful

of clearing the balance dues during the year 2014-15.

Further regarding the disputed amounts pending before various authorities, the liability was Rs.6463.34

lacs. Our appeal before Central Excise Tribunal, New Delhi was still pending. Against the remaining

cases the company has filed necessary appeals before the competent authorities and the same are

pending for decision. As regards point (xi) our comments are given in the Auditors report itself.

Cost Auditor's details

The Central Government has approved the appointment of M/s Shishir Jaiswal & Co. Cost Accountants

as Cost Auditors for conducting Cost Audit of the Company for the Financial Year 2013-14.

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

September, 2014.


The due date for filing the Cost Audit Report of the Company for the Financial Year ended 31st March,

2013 was 30th September,2013 and the Cost Audit Report was filed by the Cost Auditor M/s Shishir

Jaiswal & Co Cost Accountants, on 30th November 2013 in XBRL Mode as mandated by the Ministry of

Corporate Affairs vide their circular no. 8/2012 dated 10th May, 2012.

NOTICES & APPEALS

Appeals

As informed to the members in the last Annual Report, that the Company on the appeal filled by the

Company AIFR ordered the BIFR to constitute a Asset Sale Committee to sale the Allahabad plant

however due to various reasons the asset sale committee could not be constituted and, therefore the

sale could not take place. Similarly in case of SBI the company successfully got the scheme extended to

15.3.2014 and cleared the principal dues and now as at 31.3.2014 only the interest balance of Rs.327

lacs are due. As regards Canara Bank with great difficulty we were able to get a OTS scheme sanctioned

for Rs.590 lacs which needs to be paid by June 2014, but their formal approval letter is awaited.

Debt Restructuring

Company has received a notice under section 13 (2) of Securitization and Reconstruction of Financial

Assets and Enforcement of Security Interest 2002 given by SASF in April 2013. The company with great

efforts was able to get OTS scheme sanctioned from SASF in October 2013, with additional interest for

the period of delay and fixed Rs.3550 Lacs as the total amount to be paid by the company by November

2, 2013. However, as we could not pay the amount by the date, and we requested SASF to allow us

further time to settle the dues. The notice issued under section 13(2) in April 2013 by SASF is in

abatement in view of the revised OTS scheme sanctioned by them.

Further State Bank of India had given OTS package to Company which was valid till 30th November

2012. On expiry of the period, they had indicated that the package will be withdrawn. However on follow-

up with them, they extended the package upto March 2013 and further upto March 2014. The Company

was able to settle and pay their principal dues of Rs.1489 lacs in full by January 2014 and requested

them to allow us time to pay the balance interest dues of Rs. 327 lacs by April 2014 end. The company

was eventually able to arrive at OTS settlement with Canara Bank in March 2014 at Rs.590 lacs which is

payable by June 2014. The Bank’s formal sanction letter is awaited.

As mentioned earlier with a buyer being found and with revival of talks with SASF, SBI and Canara Bank,

the management expects the settlement of dues of the Institutional / Bankers to take place soon.

HUMAN RELATIONS As mentioned earlier, the company has decided to settle the legitimate dues of the Allahabad plant

workers to avoid any dispute with them and a number of workers have taken their full and final dues. The

company would be in a position to settle the dues of all the workers once the sale of Allahabad plant is

finalized. The human relations at the company’s Rajahmundry unit remained cordial.


ENVIRONMENT AND SAFETY A lot of emphasis is placed on occupational, environment, health and safety of the employees of the

Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much

greener environment has been created by using waste water and only those plants have been planted

which make the environment clean and dust free. The Company recognizes employees’ safety and is

always inclined to improve on such standards.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs

vide its circular no. 17/2011 dated 21st April 2011, all members of the Company are requested to register

their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/

intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving

physical copies of the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of

the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of

the Annual Report.

CORPORATE GOVERNANCE As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance

as well as the Statutory Auditors’ Certificate regarding compliance of conditions of Corporate

Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at

appropriate times for meeting stakeholders’ expectations while continuing to comply with the mandatory

provisions of corporate governance and it has been endeavor of your company to follow and implement

the best practices in corporate governance, in letter and spirit.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure

of particulars in the Report of the Directors) Rules, 1988 is given in the Annexure to this Report.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section

217(2A) of the Companies Act, 1956.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors’ Responsibility

Statement, it is hereby stated:


i. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable

accounting standards have been followed along with proper explanation relating to material

departures.

ii. The Directors have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company at the end of the financial year ended on March 31st 2014

and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the company

and for preventing and detecting fraud and other irregularities.

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

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

a) The Central and the State Government as well as their respective Departments and Development

Authorities connected with the business of the Company, the Bankers of the Company as well as other

Institutions for their co-operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the

Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the

officers and employees at all levels in achieving the results and hopes that they would continue their

sincere and dedicated endeavor towards attainment of better working results during the current year.

Regd. Off: 1, Kanpur Road By order of The Board of Directors of Triveni Glass Limited Allahabad – 211001 (U.P.) Sd/- J.K. Agrawal Place: Allahabad Managing Director Date: 30.08.2014 DIN: 00452816


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


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%

-


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


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


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.


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.


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.


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.


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.


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


15th December 2012

Hotel Allahabad Regency, 16 Tashkent Marg, Allahabad-211001



30th September 2011

Hotel Allahabad Regency, 16 Tashkent Marg, Allahabad-211001


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.


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: [email protected]



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: [email protected].

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,



Tel: 033-22806692, 93, 94, E-mail: [email protected]

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



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


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


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


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)


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.

http://economictimes.indiatimes.com/topic/World%20Bank

http://economictimes.indiatimes.com/topic/Central%20Statistics%20Office


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


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


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.


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


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.


(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


(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


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


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



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



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



Membership No.( 070468) Mr. Peeyush Kumar Kesharwani Director

Place : Allahabad Date : 31st May 2014



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)


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



Membership No.( 070468) Mr. Peeyush Kumar Kesharwani Director

Place : Allahabad

Date: 31st May ,2014


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%


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


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)


NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR

ENDED 31ST MARCH’2014

Note 3: Long Term Borrowings

( Rs.in Lacs)

Long Term Borrowings


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


Note 4 : Short Term Borrowings

( Rs. in Lacs)

Short Term Borrowings


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


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


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 doubtful

368.09

713.80

Less: Provision for doubtful debts (29.42) (29.42)

636.57 733.56


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


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


Note 14 : Other Income

(Rs. in Lacs)

Particulars


March 2014


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


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


(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


March 2014


(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


Rs. (in Lacs)

(I) Managerial Remuneration :


March 2014


(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


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


2014


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


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


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



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



March 2013

Prior Period Adjustment 223.50 5.16

TOTAL 223.50

5.16


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.


(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


(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).


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)


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:


(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.


(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



R.O.: 1, Kanpur Road, Allahabad – 21101 Uttar Pradesh Tel: 0532 2407325 Fax: 0532-2407450

Email: [email protected] 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:




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: [email protected]

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




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


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

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