Asahi India Glas Director Discussions


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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys code of conduct or ethics policy and provide adequate safeguards against victimization of the person availing this mechanism. The Policy is available on the Companys 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 arms 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 arms 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