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IAG Glass Company Ltd.

BSE: 502241 Sector: Industrials
NSE: INDOASAHI ISIN Code: INE831D01014
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IAG Glass Company Ltd. (INDOASAHI) - Director Report

Company director report

TO

THE MEMBERS

Your Directors have pleasure in presenting the 59th Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended March 31 2016.

FINANCIAL HIGHLIGHTS :

(Rs. in Lacs)
Particulars Year Ended 31.03.2016 Year Ended 31.03.2015
Income 504.23 329.65
Profit /(Loss) before Tax & extraordinary item (2653.02) (1025.45)
Less : Provision for Taxation 0.00 0.00
Profit/(Loss) after Tax (2653.02) (1077.05)
Less : Extra-Ordinary Items 0.00 0.00
Less : Statutory Reserves 0.00 0.00
Add : Profit/(Loss) brought forward from Previous Year (8015.85) (6938.80)
Balance of Profit/(Loss) carried forward (10668.87) (8015.85)

OVERALL PERFORMANCE & OUTLOOK

During the year under review your Company has registered loss of Rs. 2653.02 Lakhsduring the financial year. However the management is making all efforts to start theactivities of the Company. Your directors are hopeful for the bright future of the Companyin the years to come.

DIVIDEND

In view of the loss sustained in the year under review the Directors regret that theyare unable to recommend any dividend.

SHARE CAPITAL AND RESERVES

The paid up equity share capital as on 31st March 2016 was 1293.94 Lakhs. There was nopublic issue rights issue bonus issue or preferential issue etc. during the year. TheCompany has not issued shares with differential voting rights sweat equity shares nor hasit granted any stock options.

COMMENT ON AUDITORS' QUALIFIED OPINION

As regards Statutory Auditors' comments in their Report on financial results for theyear Company's submissions have been given as under

Regarding Comment No. (a & b)

Due to closure of the factory and no person in the secretarial department it was notpossible to publish the unaudited financial results within the prescribed time limit.

Regarding Comment No. (c)

Yes both the furnaces of the Company are closed and the Company is striving hard tostart its production.

Regarding Comment No. (d)

Balance of the unsecured loan will be converted into preference shares as soon as theplant starts.

Regarding Comment No.(e)

Employees Group Gratuity Policy with LIC of India will be renewed when the productionstarts and when the company is in financial stability. Loan taken from the Gratuity Fundwill be repaid when funds will generate.

Regarding Comment No.(k)

The recommendations and suggestions are noted by the directors.

Regarding Comment on Annexure to para(1)(vii)

Internal audit could not be conducted because of the closure of the factory. It will betaken up shortly.

Regarding Comment on Annexure to para(1)(ix)

In view of revenue generation being Zero there has been acute shortage of funds to paythe dues on time. However the management is taking efforts to makeup the dues as early aspossible.

As regards Secretarial Auditors' comments in his Report submissions have been given asunder

a) The Company is taking necessary steps to comply with requirements of ListingAgreement.

b) The Company could not so far appoint a Whole Time Company Secretary because of itscritical financial position due to suspension of work at the factory Company will soonappoint a Whole Time Company Secretary.

c) The Company has defaulted in the repayment of secured and unsecured loansfacilities granted by bank because of its critical financial position due to suspension ofwork at the factory.

d) The Company could not pay all its statutory dues and made satisfactory arrangementsfor arrears of such dues because of its critical financial position due to suspension ofwork at the factory.

SUBSIDIARY COMPANY

The Company does not have any material non-listed Indian subsidiary whose turnover ornet worth (i.e. paid- up capital and free reserves exceeding 20% of the consolidatedturnover or networth respectively of the listed holding company and its subsidiaries inthe immediately preceding accounting year.

EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed to this Report and marked as "Annexure-A".

NUMBER OF MEETINGS OF THE BOARD

There were 12 (twelve) meetings of the Board held during the year. Detailed informationis given in the Corporate Governance Report.

MANAGEMENT DISCUSSIONS & ANALYSIS

As required by SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Management Discussion and Analysis is annexed and forms part of the Directors'Report.

MANAGEMENT

There is Change in Management of the Company during the year under review.

DIRECTORS

There is change in composition of Board during the Financial Year under review Mr.Santosh Kumar Biswas and Mr. Sambhu Nath Bose have resigned from the Board of Directors.

Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(5) OF THE COMPANIESACT 2013

Pursuant to provisions of Section 134 (5) of the Companies Act 2013 the Board herebysubmits its responsibility Statement:-

1. In the preparation of the annual accounts the applicable Accounting Standards hadbeen followed alongwith proper explanation relating to material departures;

2. The Directors had adopted such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

5. The Directors have laid down internal financial controls which are adequate andwere operating effectively.

6. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in subsection (6).

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178.

Information regarding Directors' Remuneration Policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 are provided in the Corporate Governance Report.

BOARD EVALUATION

During the financial year the Board of Directors adopted a formal mechanism forevaluation of its performance as well as that of its Committees and individual Directorsincluding Chairman of the Board. Through a structured evaluation process covering variousaspects of the Board's functioning such as governance issues performance of specificduties and obligations experience and competencies. Separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board basedon the parameters such as attendance at Board/Committee Meetings contribution atBoard/Committee Meetings and guidance given to Management and also based on questionnaireand feedback from all the Directors as a whole Committee and self-evaluation.

A separate meeting of Independent Directors was convened during the month of March2016 which reviewed the performance of the Board as a whole the Non-IndependentDirectors and the Chairman of the Board. After the conclusion of the Independent DirectorsMeeting the feedback of Independent Directors were discussed by the Chairman ofNomination and Remuneration Committee with the Chairman of the Board covering theperformance of the Board as a whole performance of Non-Independent Directors and theperformance of the Chairman of the Board.

The performance evaluation of the Board was carried out based on the following :

> Board's structure and composition

> Establishment and Delineation of responsibilities to Committees

> Efficacy of communication with external stakeholders

> Effectiveness of Board process information and functioning.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Information regarding loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are detailed in the financial statements.

RELATED PARTY TRANSACTIONS

There were no related party transactions (RPTS) entered into by the company during thefinancial Year which attracted the provisions of section 188 of the companies act 2013.There being no 'material' related party transactions as defined under Clause 49 of thelisting agreement details are disclosed in form AOC-2 in that regard and marked as "Annexure-D".

During the year 2015-16 pursuant to section 177 of the companies act 2013 andRegulations of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015all RPTS were placed before the audit committee for its Prior/omnibus approval.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.

CORPORATE GOVERNANCE

The details of Corporate Governance as stipulated in SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 are given in Annexure forming part of thereport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies

(Accounts) Rules 2014 is furnished in Annexure B and is attached to thisreport.

AUDITORS

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethereunder the current Auditors of the Company M/s. Basu & Co Chartered Accountants(Firm's Regn. No. 301111E) were appointed by the members at the 59th Annual GeneralMeeting to hold office until the conclusion of the 60th Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed Mr. Arun Kumar Jaiswal (Certificate of PracticeNumber 12281) Company Secretary in Practice to undertake the secretarial audit of theCompany. Secretarial Audit Report for the year 2015-16 as issued by him in the prescribedform MR-3 is annexed and Marked as Annexure C to this Report.

STATUTORY DISCLOSURES

Pursuant to the legislation 'Prevention Prohibition and Redressal of Sexual Harassmentof Women at Workplace Act 2013' introduced by the Government of India which came intoeffect from 9th December 2013 the Company has a Policy on Prevention of Sexual Harassmentat Workplace. There was no case reported during the year under review under the saidPolicy.

PARTICULARS OF EMPLOYEES

Statement required under Section 197 of the Companies Act 2013 read with Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notattached to this Report as none of the employees was in receipt of remuneration asprescribed under this Section and Rules.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from thepublic within the meaning of section 73 of the Companies Act 2013 and the rules thereunder.

REPORT ON CORPORATE GOVERNANCE

Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. The Company conforms to the norms ofCorporate Governance as envisaged in the Companies Act SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 a Report on the Corporate Governance and theAuditors Certificate on Corporate Governance are annexed to this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulations of SEBI (ListingObligations and Disclosures Requirements) Regulations. 2015 the Board of Directors hadapproved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on thewebsite of the Company. The functioning of Vigil mechanism is reviewed by the Auditcommittee from time to time. No Directors/ employees have been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

The details of the Whistle Blower Policy are explained in the Report on CorporateGovernance and also available on the website of the Company www.iagcompany.in .

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.

By the order of the Board
For IAG Glass Company Limited
RAKESH DOSI
(DIN : 00448773)
Kolkata August 24 2016 Wholetime Director

Annexure - B

INFORMATION UNDER SECTION 134(3)(M) OF THE COMPANIES ACT 2013 READ WITH THE COMPANIES(DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULE 8(3) OF THECOMPANIES (ACCOUNTS) RULES 2014 AND FORMING PART OF THE DIRECTORS REPORT FOR THE PERIODENDED 31ST MARCH 2016.

As at 31st March 2016 As at 31st March 2015
Conservation of Energy :
Power & Fuel Consumption
1. Electricity :
Purchased (33 KV for Industrial)
Unit Nil 523008
Total Amount (Rs. In Lakhs) Nil 3847351
Rate/Unit (Rs.) Nil 7.36
Purchased (11 KV for Domestic)
Unit Nil Nil
Total Amount (Rs. In Lakhs) Nil Nil
Rate/Unit (Rs.) Nil Nil
Arrear Payment in installment with DPS
Installment (Rs.) Nil Nil
DPS (Rs.) Nil Nil
Own Generation through
Diesel Generator (For production)
Unit (KWH) 8711 70054
KWH/LTR of Diesel Oil (KL) 3.57 3.57
Cost/Unit (Rs.) 14.28 15.79
Diesel Generator (For project)
Unit (KWH) Nil Nil
KWH/LTR of Diesel Oil Nil Nil
Cost/Unit (Rs.) Nil Nil

 

2. Coal : FURNANCE - I FURNANCE - II FURNANCE- I FURNANCE - II
Quantity (MT) Nil Nil Nil 4670
Total Cost (Rs. In Lakhs) Nil Nil Nil 25685000
Average Rate/MT(Rs.) Nil Nil Nil 5500
3. Furnace Oil :
Quantity (MT) Nil Nil Nil Nil
Total Cost (Rs. In Lakhs) Nil Nil Nil Nil
Average Rate/MT(Gross)(Rs.) Nil Nil Nil Nil
Average Rate/KL (Net of Modvat)(Rs.) Nil Nil Nil Nil
4. LPG :
Quantity (MT) Nil 0.19 Nil 32.82
Total Cost (Rs. In Lakhs) Nil 0.1223 Nil 3244690
Average Rate/MT (Gross)(Rs.) Nil 0.64331 Nil 98.86
Average Rate/MT (Net of Modvat)(Rs.) Nil Nil Nil 95.19
5. Consumption per sq. mtr. of production of Company's products on 2m/m basis FURNANCE-I FURNANCE-II FURNANCE-I FURNANCE-II
Production Nil Nil Nil 3818033
Coal (MT) Nil Nil Nil 0.01223
LPG (MT) Nil Nil Nil 0.000086
Furnance Oil (KL) Nil Nil Nil Nil
Electricity Nil Nil Nil 1 .5088

RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION :

There was no expenses regarding Research and Development and Technology Absorptionduring the year ended 31st March 2016.

By the order of the Board
For IAG Glass Company Limited
RAKESH DOSI
(DIN : 00448773)
Kolkata August 24 2016 Wholetime Director