To the Members,
The Directors are pleased to present their 38th Report along with the
audited financial statements (Standalone and Consolidated) of the Company for the year
ended 31st March, 2023.
Financial Performance
The Company's financial performance for the year ended 31st March, 2023 is
summarized below:
(Rs in Lakhs)
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
3,91,837 |
3,10,963 |
Other Income |
2,147 |
2,411 |
Total Income |
3,93,984 |
3,13,374 |
Operating Profit (PBDIT) |
82,991 |
79,173 |
Profit before Depreciation & |
72,884 |
67,416 |
Tax (PBDT) |
|
|
Profit before Tax |
57,510 |
51,899 |
Profit after Tax |
36,782 |
34,762 |
OCI for the year |
(133) |
276 |
Total Comprehensive Income |
36,649 |
35,038 |
Dividend |
4,862 |
2,431 |
Performance Overview
FY 2022-23 has been a satisfying year for AIS due to improved demand in both automotive
and architectural segments. Financial and operational performances have largely been close
to budgets. Your Company managed to implement its plans and executed them more effciently
to post better financial results.
The revenue from operations of the Company stood at 3 3,91,837 lakhs in FY 2022-23 as
against 3 3,10,963 lakhs in FY 2021-22. Operating Profit has increased by 4.82% from 3
79,173 lakhs in the previous year to 3 82,991 lakhs in FY 2022-23. The Company posted a
profit (PAT) of 3 36,782 lakhs in FY 2022-23 against profit of 3 34,762 lakhs in the
previous financial year.
A detailed analysis of Company's business operations forms a part of the Management
Discussion and Analysis, a separate section to this Annual Report.
Change in the nature of business
During the year under review, there has been no change in the nature of business of the
Company.
Further, no material changes and commitments have occurred between the end of Financial
Year and the date of report affecting the financial position of the Company.
Capital Structure
During the year, there was no change in the Company's authorised, issued, subscribed
and paid-up equity share capital.
Subsidiaries and Associates
Pursuant to Section 129 and other applicable provisions, if any, of the Companies Act,
2013 ("the Act"), a separate statement containing salient features of financial
statements of all subsidiaries and associates of your Company, forms part of the financial
statements.
In accordance with the provisions of Section 136 of the Companies Act, 2013 the
financial statements of subsidiary & associate Companies and related information are
available for inspection by Members at the Corporate Office of AIS as well as Registered
Office of respective subsidiary and associate Companies, during business hours on all days
except Saturdays, Sundays and public holidays upto the date of Annual General Meeting
(AGM) to any shareholder on demand.
Further, in terms of the above provisions, the audited financial statements including
the consolidated financial statements, financial statements of subsidiaries and all other
relevant documents required to be attached to this report have been uploaded on website of
the Company www.aisglass. com. A report on the performance and financial position of each
of the subsidiary and associate companies as per the Companies Act, 2013 is provided as
Annexure to the consolidated financial statements in the prescribed Form AOC-1. During the
Financial Year 2022-23, Shield Autoglass Limited has become a Subsidiary of the Company
and Asahi India Flat Glass Limited was incorporated as a Wholly Owned Subsidiary of the
Company. Except as above, no other Company has become or ceased to be Subsidiary, Joint
Venture or Associate of the Company.
Material Subsidiaries
The Company does not have any material subsidiary. Pursuant to Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (hereinafter referred to as "Listing Regulations"), the Company has
formulated and duly updated a policy for determining material subsidiaries. This policy is
available on the Company's website and may be accessed through the link
https://www.aisglass.com/ wp-content/uploads/2022/10/Policy_for_Determining_Material_
Subsidiaries_W.pdf.
Awards
Your Directors take pride in reporting the following awards and recognitions received
by your Company during the year:
Awarding OEM |
Details |
Maruti Suzuki India Ltd. |
Overall Excellence for year 2021-22 |
Toyota |
Trophy for Zero Defect Supplies for year 2021 |
Toyota |
Best Value Analysis (VA) Supplier |
Toyota |
Certificate for achieving target in the category of Delivery Year
2021 |
Toyota |
Certificate for achieving target in the category of Quality Year
2021 |
Mahindra and Mahindra |
Special Appreciation Award For XUV7OO |
Daimler Truck AG |
Nominee in the category "Excellence in Quality" |
Daimler India Commercial Vehicles |
Certificate of Appreciation (100% in delivery) during year 2021 |
Renault Nissan |
Supplier Quality Award for Quality |
|
Sustenance Continuous L1" Rating in 2022 |
Renault Nissan |
Quality and Customer Satisfaction Mindset Award |
Management Discussion and Analysis
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report for the year under review, forms part of this Annual Report.
Dividend
Your Directors are pleased to recommend a Final Dividend of 3 2 per equity share of
face value of 3 1 each for the year ended 31st March, 2023.
The above dividend, subject to the approval of Members at the Annual General Meeting
scheduled to be held on 18th September, 2023, will be paid on or after 24th
September, 2023 to those Shareholders whose names appear in the Register of Members as on
11th September, 2023. The total dividend for the Financial Year will be 3 4,862
lakhs.
In accordance with Regulation 43A of the Listing Regulations, the Company has
formulated a Dividend Distribution Policy'. The Policy is available on the Company's
website https://www.aisglass.
com/wp-content/uploads/2020/10/AIS-Dividend-Distribution-Policy.pdf.
Reserves
The Board has not proposed to carry any amount to Reserves.
Public Deposits
During the FY 2022-23, your Company has not accepted any deposits within the meaning of
Section(s) 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on
the date of the Balance Sheet.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 and the applicable Accounting Standards, the
Consolidated Financial Statements of AIS are provided in the Annual Report.
Corporate Governance
Your Company is in strict compliance with the Corporate Governance requirements.
A separate report on Corporate Governance along with the General Shareholders
Information, as prescribed under Regulation 34 of the Listing Regulations, is annexed as a
part of the Annual Report along with the Auditors' Certificate on Corporate Governance.
Business Responsibility and Sustainability Report
SEBI vide its Circular dated 10th May, 2021 had amended Regulation 34 of the
Listing Regulations with effect from the Financial Year 2022-23, wherein Business
Responsibility Report ("BRR") has been replaced with Business Responsibility and
Sustainability Report ("BRSR") for top 1000 listed companies based on market
capitalisation.
Your Company has been conducting business on Principles of Environmental, Social and
Governance ("ESG") that not only delivers long-term shareholder value but also
benefits the society. The BRSR as per Regulation 34 of the Listing Regulations is annexed
and forms an integral part of the Annual Report.
Industrial Relations
During the FY 2022-23 under review, industrial relations in the Company continued to be
cordial and peaceful.
Annual Return
Annual Return of the Company in Form MGT-7, in accordance with Section 92(3) of the
Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014,
is available on Company's website www.aisglass.com and can be accessed through link
https://www.aisglass.com/annual-return.
Particulars of Loans, Guarantees or Investments
Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans,
guarantees and investments under the provisions of Section 186 of the Companies Act, 2013
as at the end of Financial year 2022-23 are given at note nos. 4, 10, 37 and 45 of the
Standalone Financial Statements.
Meetings of the Board and its Committees
The details in respect of the number of Board and Committees meetings of your Company
are set out in the Corporate Governance Report which forms a part of the Annual Report.
Audit & Risk Management Committee
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18
of Listing Regulations, the Audit & Risk Management Committee consists of three
Independent Directors - Mr. Rahul Rana as Chairman and Ms. Shradha Suri & Ms. Sheetal
Mehta as Members as on 31st March, 2023.
Board of Directors of the Company has duly accepted the recommendations of Audit &
Risk Management Committee during FY 2022-23. Detailed disclosure in respect of Audit &
Risk Management committee is in the Corporate Governance Report of the Company which forms
a part of Annual Report.
Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism / Whistle Blower Policy. The purpose of
this mechanism is to provide a framework to report concerns about unethical behaviour,
actual or suspected fraud or violation of the Company's code of conduct or ethics policy
and provide adequate safeguards against victimization of the person availing this
mechanism. The Policy is available on the Company's website at www.aisglass.com/policies
which has been appropriately communicated within the organisation and is effectively
operational. The policy provides mechanism whereby any whistle blower may send protected
disclosures at complaintscommittee@aisglass.com and in exceptional cases, directly to the
Chairman of Audit & Risk Management Committee.
Risk Management
AIS has developed and implemented a Risk Management Policy to identify and mitigate key
risks that may negatively impact the Company. It lays down broad guidelines for timely
identification, assessment and prioritisation of risks affecting the Company.
Internal Financial Controls
Your Company has put in place adequate internal financial controls with reference to
financial statements. Such system has been designed to provide for: adoption of accounting
policies in line with applicable accounting standards. uniform accounting treatment is
prescribed to the subsidiaries of your Company.
proper recording of transactions with internal checks and reporting mechanism.
compliance with applicable statutes, policies, management policies and procedures.
The management of your Company periodically reviews the financial performance against
the approved plans across various parameters and takes necessary action, wherever
required.
Your Company has its own Internal Audit department with qualified professionals which
carries out periodic audits of all locations and functions. The observations arising out
of the internal audits are periodically reviewed and its summary along with corrective
action plans, if any, are submitted to top management and Audit & Risk Management
Committee for review, comments and directions.
Directors and Key Managerial Personnel
Appointments, Re-appointments and Resignations
During the year under review following changes took place in the Board of your Company:
Mr. Brij Mohan Labroo (DIN: 00040433), the Founder Promoter of AIS passed away on 7th
November, 2022. He has been on the Board of Company since 1985 and had immensely
contributed in the formation and growth of the Company. Mr. Satoshi Ogata (DIN: 08068218),
Whole-time Director of the Company has resigned from the Board of Directors of the Company
w.e.f. 31st December, 2022 and Mr. Masao Fukami (DIN: 09811031) was appointed
in his place as an Additional Director and subsequently as Whole-time Director, designated
as Deputy Managing Director Technical and C.T.O. (Auto) of the Company by the Board
of Directors at its Meeting held on 27th December, 2022, as recommended by the
Nomination and Remuneration Committee and approved by Members through Postal Ballot on 27th
March, 2023, for a period of 4 years w.e.f. 1st January, 2023.
Mr. Sanjay Labroo (DIN: 00009629) has been appointed as Chairman of the Board &
Company and was re-designated as Chairman & Managing Director (CMD) by the Board of
Directors at its Meeting held on 25th January, 2023 as recommended by the
Nomination and Remuneration Committee, other terms of his appointment remaining same as
per the Board resolution dated 12th February, 2019 and Shareholders' resolution
dated 6th August, 2019.
Ms. Nisheeta Labroo (DIN: 10040978), has been appointed as an Additional Director and
subsequently as Non-Executive Director on the Board of Directors of the Company, liable to
retire by rotation, vide resolution passed by circulation dated 17th February,
2023 and approved by Members through Postal Ballot on 27th March, 2023.
In accordance with the provisions of Section(s) 149, 152 and other applicable
provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and
Qualification of Directors) Rules, 2014, Dr. Satoshi Ishizuka (DIN: 07692846) and Mr.
Masahiro Takeda (DIN: 07058532), Directors are liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves for
re-appointment.
Statement of Board of Directors
The Board of Directors of the company are of the opinion that all the Independent
Directors of the company appointed / re-appointed during the year possess impeccable
integrity, relevant expertise and experience required to best serve the interests of the
company.
Declaration of Independence
Your Company has received declaration from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under Section 149(6) of the
Companies Act, 2013 read with Schedules and Rules made thereunder as well as Regulations
16 & 25 of the Listing Regulations. The details of the familiarization programme along
with format of the letter of appointment provided to the Independent Directors at the time
of appointment outlining his / her role, functions, duties and responsibilities have been
uploaded on the website of the Company and may be accessed through the link https://www.
aisglass.com/wp-content/uploads/2020/10/familiarisation_
programmes_for_Independent_Directors.pdf.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby state and
confirm that:
(a) in the preparation of the annual accounts, the applicable Accounting Standards and
Schedule III of the Companies Act, 2013 have been followed, along with proper explanation
relating to material departures , if any;
(b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31st March, 2023 and of the profit
and loss of the company for the Financial Year ended 31st March, 2023;
(c) they have 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;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls as laid down by the Directors were followed by
the Company and that such internal financial controls are adequate and operating
effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Statement indicating the manner in which formal annual evaluation has been done
In terms of provisions of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, the Board has carried out the annual evaluation of its own performance and
that of its Directors individually. The evaluation criteria as laid down by the Nomination
and Remuneration Committee included various aspects of functioning of the Board such as
composition, process and procedures including adequate and timely information, attendance,
delegation of responsibilities, decision-making, roles and responsibilities including
monitoring, benchmarking, feedback, stakeholder relationship and Committees.
The performance of individual Directors including the Chairman was evaluated on various
parameters such as knowledge experience, interest of stakeholders, time devoted, etc. The
evaluation of Independent Directors was based on aspects like participation in and
contribution to the Board decisions, knowledge, experience and judgment.
Particulars of Remuneration
The information as required in accordance with Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended may be obtained by any Member by writing to the Company
Secretary at the registered office or the corporate office of the Company. However, as per
the provisions of Section 136 of the Companies Act, 2013, the Report along with financial
statements are being sent to all Members of the Company excluding the aforesaid
information.
Board Diversity
The Company recognizes and embraces the importance of a diverse Board in its success.
We believe that a truly diverse Board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical background,
age and gender, which will help us in retaining our competitive advantage. Your Board
comprises of experts in the field of Business, Finance, Law, Corporate Governance,
Management and Leadership skills and also has three Women Directors on the Board.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy, as approved by the Board on recommendation of
the Nomination & Remuneration Committee, is available on website of the Company
www.aisglass.com and can be accessed through the link https://www.aisglass.com/policies.
Corporate Social Responsibility
In compliance with Section 135 of the Companies Act, 2013 read with the Rules made
thereunder, the Company has formed Corporate Social Responsibility ("CSR")
Committee. The policy on Corporate Social Responsibility as approved by the Board of
Directors is uploaded on the website of the Company www.aisglass.com.
The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section
135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR
initiatives undertaken by the Company during the FY 2022-23 in the prescribed format are
annexed as "Annexure A".
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules framed thereunder and an Internal
Complaints Committee has also been set up to redress any such complaints received.
During the period under review, no complaints were received by the Internal Complaints
Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual
Harassment of Women at Workplace of the Company.
Other Disclosures
(a) There are no proceedings initiated / pending against your Company under the
Insolvency and Bankruptcy Code, 2016 which materially impacts the business of the Company.
(b) There were no instances where your Company required the valuation for one time
settlement while taking the loan from the Banks or Financial Institutions.
Related Party Transactions
With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions
entered by the Company during FY 2022-23 with the related parties were in the ordinary
course of business and on arm's length basis.
During the year under review, your Company has entered into Material Related Party
Transactions as approved by the Members under Regulation 23 of the Listing Regulations.
All the related party transactions entered by the company during the financial year were
at arm's length basis and in ordinary course of business. The details of the related party
transactions entered during the year are provided in the accompanying financial
statements.
The Company has not entered into any Material Related Party Transactions as per the
provisions of the Companies Act, 2013 and a confirmation to this effect as required under
Section 134(3)(h) of the Companies Act, 2013 is annexed herewith as "Annexure B"
to this Report.
The Company has formulated a policy on Related Party Transactions which is available on
the website and can be accessed through link
https://www.aisglass.com/wp-content/uploads/2020/10/Policy_
on_Related_Party_Transactions.pdf.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure
C" to this Report.
Compliance of Secretarial Standards
Pursuant to provisions of section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by The
Institute of Company Secretaries of India and noti3ed by Ministry of Corporate Affairs.
Auditor and Auditors' Report
Statutory Auditors
M/s. VSSA & Associates, Chartered Accountants (Firm Registration No. 012421N) were
appointed as Statutory Auditors of AIS, for a second term of 5 (3ve) consecutive years
from conclusion of 37th Annual General Meeting till the conclusion of 42nd
Annual General Meeting. Your Company has received confirmation from M/s. VSSA &
Associates regarding their eligibility under Sections 139 and 141 of the Companies Act,
2013 read with Companies (Accounts) Rules, 2014. As required under Regulation 33 of the
Listing Regulations, the Auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of The Institute of Chartered Accountants of India. The
Auditors' Report for the financial year 2022-23 does not contain any qualification or
reservation or adverse remark.
Further, no fraud was reported by the auditors of the Company under Section 143(12) of
the Companies Act, 2013.
Cost Auditor
Your Company had appointed M/s. Ajay Ahuja & Associates, Cost Accountants (Firm
Registration No. 101142), as the Cost Auditors of your Company for FY 2022-23 to conduct
audit of cost records of the Company. Cost Audit Report for the FY 2022-23 shall be 3led
with Ministry of Corporate Affairs.
As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013
read with Companies (Audit and Auditors) Rules, 2014, your Company is required to maintain
cost accounts and records. The Board of Directors of your company, on recommendation of
the Audit & Risk Management Committee, has appointed M/s. Ajay Ahuja Associates, Cost
Accountants as the Cost Auditor of the Company for the FY 2023-24.
Your Company has received consent from M/s. Ajay Ahuja & Associates, Cost
Accountants, to act as the Cost Auditor of your Company for the FY 2023-24 along with a
certificate confirming their independence.
Secretarial Auditor
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company had appointed Mr. Sundeep Kumar Parashar, FCS, Company Secretary in Practice and
proprietor of M/s. SKP & Co., Company Secretaries, to conduct the Secretarial Audit of
your Company for FY 2022-23. The Secretarial Audit Report for FY 2022-23 is annexed
herewith as "Annexure D" to this Report.
Annual Secretarial Compliance
The Company had undertaken an audit for the financial year 2022-23 for all applicable
compliance as per SEBI Regulations and Circulars / Guidelines issued thereunder. The
Annual Secretarial Compliance Report has been submitted to Stock Exchanges within 60 days
from the end of the financial year.
Significant and Material Orders of Regulators or Courts or Tribunals
No significant and material order was passed by Regulators or Courts or Tribunals
during the year under review impacting the going concern status of your Company and its
future operations.
Acknowledgements
The Board hereby places on record its sincere appreciation for the continued assistance
and support extended to the Company by its collaborators, customers, bankers, suppliers,
Government authorities and employees.
Your Directors acknowledge with gratitude the encouragement and support extended by our
valued Shareholders.
On behalf of the Board of Directors Asahi India Glass Limited,
|
Sanjay Labroo |
Dated: 15th May, 2023 |
Chairman & Managing Director |
Place: Gurugram |
DIN: 00009629 |
|