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Triveni Glass Ltd.

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Annual Report

For Year :
2016 2015 2014 2013 2012 2011 2010 2009 2008

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 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the preparation of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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 orerror.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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, we consider internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements, subject to,

i. We could not physically verify the Plant & machinery at Allahabad unit as we were not allowed to enter the factory premises due to labor disturbances. Hence the balances of Rs.4, 31, 42,493.04 appearing against Plant& Machinery remain unaudited and we had conducted the physical verification at Rajahmundry unit.

ii. Rs.26.85 Crores is advance received in anticipation of sale of Land & Building of the Allahabad Plant and subject to the approval of appropriate authority.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in above point (i) & (ii), the aforesaid 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 case of Balance Sheet, of the state of affairs of the Company as at 31 March, 2016,

(b) In case of the statement of Profit &loss of the Profit of the company for the year ended on that date, and

(c) In case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the order”), issued by the Central Government of India in terms of sub section (11) of section 143 of the Companies Ac,2013, we give in the Annexure a statement on the matters specified in paragraph 3 & 4 of the order, to the extent applicable.

As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) Except for the effects of the matter described in the point (i) & (ii) above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) Except for the effects of the matter described in the points (i) & (ii) above, in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31 March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

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, 2016.

i. (a) 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) Title deeds of immovable properties are held in the name of the company.

ii. As explained to us, inventories have been physically verified during the year by the management at reasonable 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.

iii. (a) The company has not granted unsecured loans, to parties covered by the clause (76) of Section 2 of the Companies Act, 2013.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken an unsecured loan from the director of the company. The detail is provided below:-

S. no.

Party Name

Opening

Closing

1

Mr.J.K.Agrawal

103.65 Lacs

103.65 Lacs

iv. Provision of Section 185 and 186 of the companies Act, 2013 has been compiled in respect of Loans, investment, guarantees, and security.

v. The directives issued by the Reserve Bank Of India and the provision of Sec 73 to 76 or any other relevant provision of the Companies Act 2013 and the Rules framed there under is not applicable on the company as company has not accepted any deposits

vi. To the best of our knowledge and explanation given to us by the management, the Central Government has prescribed maintenance of cost records for the Glass Industry and the cost Audit has been conducted for the year 2014-15 as per the Govt. order and report submitted to Govt. against which there are no adverse observations.

vii. (a) In our opinion and as per the explanation given to us, the company is generally regular in depositing undisputed statutory dues including provident fund, income tax, sales tax, duty of excise, and other statutory dues with appropriate authorities and are outstanding as at 31st March, 2016

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

4.51

3.12

March ’16 1 since March ’16 _T paid

Fringe Benefit Tax - Allahabad

31.77

2008-2009

Provident Fund Act

Employee Family pension Fund Rajahmundry

1.11

March ’16 - Since Paid

Central Excise

Rajahmundry

4.69

March ‘ 16 - since paid

State Sales Tax

Rajahmundry

6.22

46.02

19.59

15.28

87.11

2009-2010 ^

2010-2011

2012-2013

2013-2014

Total

132.31

(b) The disputed statutory dues aggregating to Rs. 6437.77 Lacs, that has 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

111.00

3.*

Central & State Sales Tax/ Trade Tax

Sales Tax /Trade Tax

Various Sales Tax / Trade Tax Appellate Authorities, Allahabad

188.63

* The Company has deposited an amount of Rs.53.72 Lacs under protest.

4.

Central & State Sales Tax/ Trade Tax

Sales Tax /Trade Tax

Supreme Court, New Delhi

107.21

5

Custom Act, 1962

EPCG Scheme

Asst. Commissioner Customs Visakhapatnam

659.60

6.

Customs Act, 2004

Advance License

DGFT Kanpur

367.00

7

Central Excise & State Sales Tax/Trade Tax

Excise

Rajahmundry

86.33

8

Commissioner of Central Excise Allahabad

Excise

Penalty

Central Excise Tribunal- New Delhi

2096.00

2096.00

Total

6437.77

viii. The company has defaulted in repayment of dues to financial institutions which are as follows:

Particulars

Amount Due (Rs.in Lacs)

Period

Due to

Principal

2700.00

Up to 31st March 2016

IDBI (SASF)

Plus Interest

Interest

40.00

Up to 31st March 2016

State Bank of India, Lucknow

Principal

132.00

Up to 31st March 2016

Canara Bank, Kolkata

Interest

3.00

Canara Bank, Kolkata

Total

2875.00

As mentioned in the last Annual Report that SASF had withdrawn this Previous OTS package on 09.02.2015. The company requested them to restore the OTS package as the delay in making the payment had not been due to any fault of the company, but that of the Asset Sale Committee constituted by BIFR. After lot of efforts SASF finally restored the OTS Package vide their letter dated 05.01.2016 which emphasizes a down payment of Rs.600 lacs and the balance payment by March 2016. As the OTS sanctioned was not as per the Companies request, the company has accepted the proposal with a request that firstly the amount should be brought down to the agreed amount of Rs.2400 lacs and secondly, the company should be allowed at least 12 month time to make payment as in present circumstances, it is difficult to find a suitable buyer for the Allahabad plant. Hence, the company has to arrange funds from outside sources which take time. The company has made some payment in March 2016 and promised to make regular monthly payments from April 2016 and also given the assurance that on sale of the Allahabad plant we will settle their dues immediately.

As regards State Bank of India, only interest dues of Rs.247 lacs were outstanding as on 31.3.2015, out of which the Bank agreed for waiver of interest of Rs.41 lacs. Hence only a sum of Rs.206 lacs was payable to them out of which the company has made payment of Rs.100 lacs. Only a sum of Rs.40 lacs was due as on 31.3.2016 which was subsequently paid in April 2016 and NOC obtained from Bank.

As regards Canara Bank, as mentioned in the last Annual report that an OTS settlement with the Bank was arrived for Rs.610 lacs which emphasis on down payment of Rs.124 lacs and the balance of Rs.486 lacs was to be paid in 6 equal monthly installments of Rs.81 lacs each starting from December 2015 and ending in May 2016. The Company has made the down payment and also installment payment up to 31.3.2016 and only two installments are left to be paid in the month of April and May 2016.

i. According to the information and explanations given to us, the company has not given any guarantees for loan taken by others from bank or financial institutions during the year.

ii. According to the books and records of the company and as per the information and explanation given to us by the management, the company has not utilized any fund raised on short term basis for long term investment and vice versa.

iii. According to the information and explanation given to us and as represented by the Management and based on our examination of the books and records of the company, no material fraud on or by the Company was noticed or reported during the year.

ix. No money by way of public offer or further public offers (including debt instruments) and term loans.

x. According to the information and explanation given to us and as represented by the Management and based on our examination of the books and records of the company, no material fraud by the company or any fraud on the Company by its officers/ employees has been noticed or reported during the year.

xi. Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the companies Act.

xii. Company is not a Nidhi Company.

xiii. The provisions of Sec 177 & 188 of Companies Act 2013 are not applicable as the company does not entered any related party transaction during the financial year.

xiv. Company has not made any preferential allotment or private placement of shares or fully partly convertible debentures during the year under review.

xv. The company has not entered into any non-cash transactions with directors or persons connected with him.

xvi. The company is not required to be registered under Sec 45-IA of the Reserve Bank Of India Act,1934

FOR AMIT RAY & CO.

CHARTERED ACCOUNTANTS

(FRN: 000483C)

Abhishek Sharma

PLACE: ALLAHABAD (Partner)

DATE: 25.05.2016 M. NO. 403861