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IAG Glass Company Ltd.

BSE: 502241 Sector: Industrials
NSE: INDOASAHI ISIN Code: INE831D01014
BSE 05:30 | 01 Jan IAG Glass Company Ltd
NSE 05:30 | 01 Jan IAG Glass Company Ltd

IAG Glass Company Ltd. (INDOASAHI) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 60th Annual Report togetherwith the Audited Accounts of the Company for the Year ended 31st March 2017.

1. FINANCIAL RESULTS

The summarized financial results as compared to previous year are furnished below:

Particulars For the year ended March 31 2017 For the year ended March 31 2016
(in lacs) ( in lacs)
Total Revenue 50.70 504.23
Earnings before interest tax depreciation and amortization (EBITDA) -80.21 -286.26
Less: Interest -1941.35 -2366.75
Profit before Depreciation/amortization and taxes (PBDAT) -2021.56 -2653.01
Profit before tax (PBT) -2021.56 2653.01
Provision for taxation - -
Profit after tax (PAT) -2021.56 -2653.01
Add: Balance brought forward -10668.87 -8015.85
Amount available for appropriation -12690.43 -10668.87
Ap pro priatio ns -12690.43 -10668.87
Transfer to General Reserve

2. DIVIDEND & RESERVES

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

3. SHARE CAPITAL AND RESERVES

The paid up equity share capital as on 31.03.2017 was 1293.94 Lakhs. There was nopublic issue right issue or preferential issue etc during the year. The Company has notissued shares with differential voting rights sweat equity shares nor has it granted anystock options.

4. PRODUCTION AND SALES

Both the furnace of the Company is closed and the Company is striving hard to start itsproduction. Therefore due to absence of production no sales have been made during thefinancial year under review.

5. PERFORMANCE OVERVIEW

During the year under review your Company has registered a loss of Rs. 2021.56 Lakhsduring the financial year. However the management is making all its efforts to start theactivities of the Company. Your Directors are looking forward for the bright future of theCompany in the years to come.

6. DEMATERIALISATION OF SHARES:

As on the Reporting date i.e 31.03.2017 there were 4231560 equity shares dematerializedthrough depository viz. National Securities Depository Limited which represents about65.71% of the total paid-up capital of the Company and 958539 equity sharesdematerialized through depository viz Central Depository Services Limited which represents14.89% of the total paid- up capital of the Company.

7. DEPOSITS:

The Company has neither invited nor accepted any public deposits within the meaning ofsection 2(32) and 74 of the Companies Act 2013 during the year under review.

8. SUBSIDIARIES AND JOINT VENTURES:

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 net worth respectively of the listed holding Company and its subsidiaries inthe immediately preceding accounting year.

9. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE REPORT

In view of the ‘Green Initiative in Corporate Governance' introduced by theMinistry of Corporate Affairs vide its circular no. 17/2011 dated 21 st April 2011 allshareholders of the Company are requested to register their e-mail IDs with the Company.

The Company will send notices/documents such as Annual Reports and Notices by email tothe shareholders registering their email address. To support this laudable move of theGovernment the members who have not registered their email address so far are requestedto do so at the earliest in respect of demat holding through the respective DepositoryParticipant (DP) and in respect of physical holding through the Registrar and ShareTransfer Agent (RTA) M/s. C.B. Management Services Pvt. Ltd.

While every notice/document will be sent through email address registered with theCompany in case you desire to receive any notice/document in physical form pleaseintimate by email and the same shall be sent to your address registered with theCompany/DP.

We solicit your patronage and support in joining hands with the Company to implementthe e- governance initiative.

10. STATUTORY DISCLOSURES:

10.1 EXTRACT OF ANNUAL RETURN

The extract of the 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".

10.2 CONSERVATION OF ENERGY TECHNOLOGY AND ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

A statement in accordance with the provisions of Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to thisReport "Annexure B".

10.3 NUMBER OF MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Nine (9) Board Meetings Four (4) Audit Committee Meetings Two (2)each of Nomination & Remuneration Committee (2) Stakeholders relationship Committee(1) share transfer Committee were convened and held. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and the Terms ofReference of the concerned Committee.

i) AUDIT COMMITTEE

The Composition and terms of reference of the Audit Committee satisfy the Section 177of the Act read with Companies (Meetings of Board and its powers) Rules 2014

Composition

Mr. Mohammad Maroof Independent Director Chairman
Mr.Vijay Joshi Executive Director Member
Mr Pradip Roy Independent Director Member

• Mrs. Ruma Hussain has been appointed and Ms Saktika Sarkar has resigned from theBoard of Directors of the Company w.e.f 14.02.2017.

The primary objective of the Nomination and Remuneration Committee is to review thecandidates qualified for the position of Executive Directors Non-Executive Directors andIndependent Directors consistent with the criteria approved for their appointment andrecommend suitable candidates to the Board for their approval. The Nomination andRemuneration Committee reviews and recommend to the Board: (i) Remuneration package ofpersons proposed to be appointed as Directors Key Managerial Personnel and in the SeniorManagement and (ii) Revisions of remunerations package of persons appointed as Directorsand in the Senior Management. The Nomination and Remuneration Committees evaluates theperformance of Executive Directors Non- Executive Directors and Independent Directors onyearly basis and submits its report to the Board through Chairman.

ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee's constitution and terms of reference are incompliance with provisions of the Companies Act 2013

iii) STAKEHOLDERS RELAIONSHIP COMMITTEE

The Stakeholders relation Committees constitution and terms of reference are incompliance with provisions of the Companies Act 2013.

Composition

Mr. Mohammad Maroof Independent Director Chairman
Mr.Vijay Joshi Executive Director Member
Mr Pradip Roy Independent Director Member

• Mrs. Ruma Hussain has been appointed and Ms Saktika Sarkar has resigned from theBoard of Directors of the Company w.e.f 14.02.2017.

iv) SHARE TRANSFER COMMITTEE

The Share Transfer Committees constitution and terms of reference are in compliancewith provisions of the Companies Act 2013.

Composition

Mr. Mohammad Maroof Independent Director Chairman
Mr.Vijay Joshi Executive Director Member
Mr Pradip Roy Independent Director Member

Mrs. Ruma Hussain has been appointed and Ms Saktika Sarkar has resigned from the Boardof Directors of the Company w.e.f 14.02.2017.

10.4 INDEPENDENT DIRECTORS' MEETING

In terms of requirements of Schedule IV of the Companies Act 2013 a separate meetingof the Independent Directors was held on 13th February 2017 for the FinancialYear 2016-17.

The Independent Directors at the meeting reviewed the following:

• Performance of Non-Independent Directors and the Board as a whole;

• Performance of the Chairman of the Company taking into account the views ofExecutive Directors and Non-Executive Directors; and

• Asses the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

10.5 PARTICULARS OF EMPLOYEES :

The Company has no employee in respect of whom information under Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is required to beannexed.

10.6 DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Directors retire by rotation and being eligible offer themselves for re-appointment.The Board of Directors recommends their re-appointment. During the year under review Mr.Pradip Roy was being appointed as Non-Executive Independent Director w.e.f 18.04.2016 andMs. Ruma Hussain was appointed as Non-Executive independent Director and Ms. SaktikaSarkar resigned from the Board of Directors of the Company w.e.f 14.02.2017. Further noneof the Directors of the Company are disqualified under sub-section (2) of section 164 ofthe Companies Act 2013.

10.7 DIRECTOR'S RESPONSIBILITY STATEMENT :

In terms of Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:

a. that in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

b. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31 March 2017 and of the lossof the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

10.8 STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :

The Independent Directors of the Company have submitted their Declaration ofIndependence as required under the provisions of Section 149(7) of the Act stating thatthey meet the criteria of independence as provided in section 149(6) of the Act.

10.9 COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In accordance with the provisions of Companies Act 2013 the Board of Directors of theCompany on recommendation of the Nomination and Remuneration Committee have adopted acriteria for determination of qualification positive attributes and independence ofdirectors and Policy for Remuneration of Directors a Policy for Remuneration of SeniorManagement Personnel (including Key Management Personnel) and a Policy for Remuneration ofOther Employees.

10.10 BOARD EVALUATION :

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance as well as that of its Committees and individualDirectors including the Chairman of the Board. The exercise was carried out through astructured evaluation process covering various aspects of the Board functioning such ascomposition of the Board & committees experience & competencies performance ofspecific duties & obligations contribution at the meetings and otherwise independentjudgment governance issues etc.

10.11 VIGIL MEGANISM/ 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 201 the Board of Directors hadapproved the policy on vigil mechanism/ Whistle Blower and the same has been 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.

10.12 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY :

Details required to be disclosed pursuant to the provisions of Section 186 of the Actif any are disclosed in the notes to Financial Statements.

11. RELATED PARTY TRANSACTIONS :

There were no related party transactions 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 under regulation 23 of the SEBIListing Regulations 2015 details are disclosed in form AOC-2 in that regard and markedas Annexure-D

During the year 2016-2017 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.

12. SIGNIFICANT 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.

13. CODE OF CONDUCT :

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "Code ofBusiness Conduct".

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

14. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :

In compliance of the provisions of "Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013' during the year under review no casewas reported as such to the Board.

15. AUDITORS :

15.1 STATUTORY AUDIT

Pursuant to the provision of Section 139 of the Companies Act 2013 and the Rules madetheir under the current Auditors of the Company M/S Basu and Co Chartered Accountants(Firm Registration No-301111E) were appointed by the members at the 59th AnnualGeneral meeting to hold office until the conclusion of the 60th Annual GeneralMeeting. Therefore in place of the

retiring Auditor M/s S. Samanta & Co Charetered Accountants (Firm RegistrationNo- 305020E) is proposed to be appointed by the Board of Directors at the 60thAnnual General Meeting who shall hold office from the 60th Annual GeneralMeeting upto the conclusion of the 61th Annual General Meeting.

15.2 SECRETARIAL AUDIT :

During the year under review the Board of Directors had appointed Mr. Arun KumarJaiswal (Certificate of Practice Number-12281) Company Secretary in Practice forconducting Secretarial Audit in accordance with the section 204 (1) of Companies Act 2013and the rules framed there under. Secretarial Audit Report for the year 2016-2017 asissued by him in the prescribed form MR-3 is annexed and marked as Annexure-C to thisreport.

16. 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 on Annexure to para(1)(viii)

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 as possible.

17. TECHNOLOGY ABSORPTION :

The information pertaining to conservation of energy technology absorption ForeignExchange Earnings.

18. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Your Company firmly believes in practicing good Corporate Governance attaining maximumlevel of transparency accountability and equity in all facets of its operation and in allits interactions with its stakeholders. Your Company adheres to the highest ethicalstandards and thrives to be a responsible corporate citizen. Further the Company conformsto the norms of Corporate Governance as envisaged in the Companies Act SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 a report on the CorporateGovernance and the Auditors Certificate on Corporate Governance and Auditors Certificateon Corporate Governance are annexed herewith this report.

19. ACKNOWLEDGEMENTS

Your Directors wish to record their sincere appreciation of the valuable cooperationand support received at all times by the Company from its Bankers Business AssociatesCustomers Suppliers Financial Institutions and The Government of West Bengal. YourDirectors also wish to thank all their employees for their dedicated and committed serviceto the Company and finally your Directors owe gratitude to all the Shareholders for theircontinued support.

By the order of the Board
For IAG GLASS COMPANY LIMITED
NAKULA CHAMPATI
DIN-01420541
Date: 30.05.2017 Chairman