60th - Bombay Stock ExchangeServices Private Limited, the Comp any’ s Registrar and Share Transfer...

60th

Annual Report 2016-2017

Board of Directors :

Mr. V.Joshi - Wholetime Director

Mr. R.Dosi - Wholetime Director

Mr. N.Champali - Wholetime Director

Mr. Mohammad Maroof - Independent Director

Mr. H. Banerji - Independent Director

Ms. Ruma Hussain - Independent Director

Mr. Pradio Roy - Independent Director

Bankers :

STATE BANK OF INDIA

PUNJAB NATIONAL BANK

Auditors:

D. Basu & Co.

Chartered Accountants'

Solicitors & Advocates :

Orr, Dignam & Co.

Registered Office:

30 C.R. Avenue, 4th Floor

Kolkata - 7O0 012

E-mail : [email protected]

Corporate Office :

30 C.R. Avenue, 4th Floor

Kolkata - 7OO O12

Factory:

Bhurkunda, P.O. Bhadaninagar

Dist. Ramgarh, Jharkhand

CONTENTS

Chairmans' Statement ----- 3

Notice to the Shareholders ----- 4

Directors'Report ----- 12

Management Discussion & Analysis----- 21

Annexure to the Directors' Report ----- 23

lndependentAuditors'Report ----- 62

Balance Sheet ----- 71

Statement of Profit and Loss ----- 72

Notes on Financial Statements ----- 74

Cash Flow Statement ----- 73


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IAG GLASS COMPANY LIMITED

2

CHAIRMAN’S SPEECH

Dear Shareholders,

It gives me a great pleasure in welcoming you all to the 60th Annual general meeting of your

company and have pleasure in placing the Annual Report and Audited Financial Statement for

the year ended 31st March, 2017 in order to share with you the Financial Highlights and

performance of your Company.

Review of Performance

I would now like to highlight some key of the year under review:

· The Loss before tax (after interest and depreciation charges) has dropped to Rs. 2021.56 Lacs,

as against Rs. 2653.01 Lacs for the previous year, thus showing a decline of 23.80% as against

the previous year. While the Loss after tax was Rs. 2021.56 Lacs as against Rs. 2653.01 Lacs

in the previous year, thus dropped by 23.80 % as against the previous year.

· For financial year ended march 31, 2017, your Company has achieved gross turnover of Rs.

22.62 Lacs as against Rs. 563.54 Lacs for the previous period. The turnover of the Company

has shown a drop of 95.99 % as compared to previous year.

Keeping in mind the above Financial highlights the Company is making continuous efforts for

development and is heading towards becoming a significant glass producer among others.

Your Directors are hopeful for the bright future of the Company in the years to come.3

Business Outlook

The roadmap for the growth in the Company at its present level require collaborative, rejuvenated

effort and zeal, tapping potential areas of business, sharpening of knowledge and skill, up

gradation of technology and research & development. In our onward Journey, we need utmost

commitment to values, ethical, business conduct and transparency. Towards achieving our

vision of exponential growth in the Company, we need to strengthen our position in core area of

project management and consultancy. Over the next decades IAG GLASS COMPANY LIMITED

has committed itself to attaining global scale with optimum output and a strong regional presence.

This strategic move is to become a significant glass producer in the industry which reflects the

new mindset of the Company.

Acknowledgements

On behalf of the Board of Directors and the Management, I take this opportunity to thank all

shareholders for their confidence and faith in the Company, our Customers, vendors, Banks

and Financial Institutions for their continued co-operation and support. I am also thankful to all

our employees for their co-operation and consistent performance.

With warm regards

NAKULA CHAMPATI

CHAIRMAN


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NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the 60th Annual General Meeting of the members of M/S IAG

Glass Company Limited (Formerly known as IAG Company Limited) will be held on 26th

September, 2017 (Tuesday) at 11:00 AM at 30, C.R. Avenue, 4th Floor, and Kolkata – 700012 to

transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Directors’ Report and Audited Statement of Accounts for the

year ended 31st March 2017.

2. To appoint Director in place of those retiring by rotation and eligible for re-appointment.

3. Re-appointment of Statutory Auditors:

T o consider and if thought fit, to pass with or without modification(s) the following resolution as

an Ordinary Resolution:

“RESOLVED THAT, pursuant to Section 139 of the Companies Act, 2013 and the Companies

(Audit and Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit

Committee of the Board, M/s S. Samanta & Co, having Registration No. 305020E allotted by

The Institute of Chartered Accountants of India (ICAI) be and are hereby appointed as the

Statutory Auditors of the Company in place of the retiring Auditors M/S D. Basu & Co, Chartered

Accountants, having registration No.301111E allotted by ICAI, who shall hold office for 5 years

from the conclusion of this 60th Annual General Meeting till the conclusion the of the 65th Annual

General Meeting subject to ratification of the shareholders at every Annual General Meeting

and that the Board be and is hereby authorized to fix such remuneration as may be determined

by the Audit Committee in conclusion with the Auditors, in addition to reimbursement of all out-

of-pocket expenses as may be incurred in connection with the audit of the accounts of the

Company.

SPECIAL BUSINESS:

4. To appoint Ms Ruma Hussain (DIN- 07728778) as an Independent Director and in this regard

to consider and, if thought fit, to pass, with or without, modification(s), the following resolution

as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 149, 152 read with Schedule IV and all

other applicable provisions of Companies Act, 2013 and the Companies (Appointment and

Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment

thereof for the time being in force) and SEBI (Listing Obligations and Disclosures Requirements)

Regulations., 2015, Ms. Ruma Hussain (DIN- 07728778) who was appointed as an Additional

Director of the Company by the Board of Directors and who holds office until the date of this


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AGM in terms of section 161 of Companies Act 2013, and who has submitted a declaration that

she meets the criteria for Independence as provided in Section 149(6) of the Act, be and is

hereby appointed as Non-Executive Independent Director of the Company, not liable to retire

by rotation, to hold office for 5 (five) consecutive years for a term upto the conclusion of the 65th

Annual General Meeting of the Company in the calendar year 2022.”

Date: May 30, 2017 By order of the Board

Place: Kolkata For IAG Glass Company Limited

NAKULA CHAMPATI

(DIN : 01420541)

Whole Time Director

Notes :

1. A Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business

to be transacted at the Meeting is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY

NEED NOT BE A MEMBER OF THE COMPANY. IN ORDER TO BE EFFECTIVE, THE PROXY

FORM DULY COMPLETED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF

THE COMPANY NOT LESS THAN FORTY - EIGHT HOURS BEFORE THE SCHEDULED

TIME OF THE ANNUAL GENERAL MEETING. BLANK PROXY FORM IS ENCLOSED.

3. Proxies, in order to be effective, must be received at the Registered Office of the Company, not

less than 48 hours before the commencement of the Annual General Meeting.

A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate

not more than ten percentage of the total share capital of the Company carrying voting rights. A

member holding more than ten percentage of the total share capital of the Company carrying

voting right may appoint a single person as proxy and such person shall not act as proxy for

any other person or shareholders.

4. The Register of Member and the Share Transfer Books of the Company will remain closed

from 20th September, 2017 to 26th September, 2017 (both days inclusive) for the purpose of

the Annual General Meeting of the Company.

5. The Resister of Contracts or arrangements in which the Directors are interested, maintained

under section 189 of the Companies Act, 2013 will be available for inspection by the members

at the AGM.


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6. The Register of Directors and key Managerial Personnel and their shareholding, maintained

under Section 170 of the Companies Act, 2013 will be available for inspection by the Members

at the Annual General Meeting.

7. Shareholders/Investors are advised to send their queries/complaints through the dedicated e-

mail ID : [email protected] for quick and prompt redressal of their grievances.

8. The Shares of the Company are mandated by the Securities & Exchange Board of India (SEBI)

for trading in dematerialized form by all investors.

9. The identity/signature of Members holding shares in electronic/demat form is liable for verification

with the specimen signatures furnished by NSDL/CDSL. Such Members are advised to bring

the relevant identity card issued by the Depository Participant at the Annual General Meeting.

10. Members desirous of getting any information about the accounts of the Company, are requested

to send their queries so as to reach at-least ten days before the meeting at the Registered

Office of the Company, so that the information required can be made readily available at the

meeting.

11. Members are requested to intimate change in their address immediately to M/s CB Management

Services Private Limited, the Company’s Registrar and Share Transfer Agents, at their office

at P-22, Bondel Road, Kolkata - 700019

12. Members holding shares in physical form in the same set of names under different folios are

requested to apply for consolidation of such folios along with relevant Share Certificates to M/

s CB Management Services Private Limited, Registrar and Share Transfer Agents of the

Company, at their address given above.

13. Pursuant to SEBI Circular, the Shareholders holding shares in physical form are requested to

submit self attested copy of PAN at the time of sending their request for share transfer/

transmission of name/transposition of name.

14. Pursuant to Section 72 of the Companies Act, 2013 members are entitled to make a nomination

in respect of shares held by them. Members desirous of making a nomination are requested to

send their request in Form No. SH-13 pursuant to Rule 19(1) of the Companies (Share Capital

& Debenture) Rules 201 to M/s CB Management Services Private Limited, Registrar and Share

Transfer Agents of the Company, at their address given above or to the Compliance Officer at

the Registered Office of the Company.

15. The Company is concerned about the environment and utilizes natural resources in a sustainable

way. To receive members’ communication through electronic means, including Annual Reports

and notices, members are requested to kindly register/update their email address with their

respective Depository Participants, where shares are held in electronic form. If, however shares

are held in physical form, members are advised to register their email address with CB

Management Services Private Limited [email protected] to enable us to send you the Annual

Reports and other communication via email.


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16. Copies of Annual Report 2017 are being sent by electronic mode only to all the members

whose email address are registered with the Company Depository Participant(s) for

communication purposes unless any member has requested for a hard copy of the Annual

Report.

17. The Notice for the 60th AGM and instructions for e-voting, along with Attendance Slip and Proxy

Form, is being sent by electronic mode to all members whose email addresses are registered

with the Company / Depository Participant(s) unless a member has requested for a hard copy

of the same. Members are requested to bring copies of Annual Report to the Annual General

Meeting.

18. Corporate members are requested to send in advance duly certified copy of board resolution/

power of attorney authorizing their representative to attend the Annual General Meeting

19. In terms of the provisions of Section 107 of the Companies Act, 2013, since the resolutions as

set out in this Notice are being conducted through e-voting the said resolutions will not be

decided on a show of hands at the AGM. The voting right of all shareholders shall be in proportion

to their share in the paid up equity share capital of the Company as on the cut-off date i.e. 19th

September, 2017.

20. VOTING THROUGH ELECTRONIC MEANS

1. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the

Companies (Management and Administration) Amendment Rules, 2015 (‘Amended Rules 2015’)

and Regulation 44 of SEBI (Listing Obligation and Disclosure Requirements), 2015, the Company

is pleased to provide members facility to exercise their right to vote on resolutions proposed to

be considered at the 60th Annual General Meeting (AGM) by electronic means and the business

may be transacted through e-Voting Services. The facility of casting the votes by the members

using an electronic voting system from a place other than venue of the AGM (“remote e-voting”)

will be provided by National Securities Depository Limited (NSDL).

2. These details and instructions forms integral part of the Notice dated 30th May, 2017 for the

Annual General Meeting to be held on 26th September, 2017.

3. The facility for voting through ballot paper shall be made available at the AGM and the members

attending the meeting who have not cast their vote by remote e-voting shall be able to exercise

their right at the meeting through ballot paper.

4. The members who have cast their vote by remote e-voting prior to the AGM may also attend

the AGM but shall not be entitled to cast their vote again.

5. The remote e-voting facility will be available during the following period:

Commencement of e-voting End of e-voting

23rd September, 2017 from 09.00 A.M. 25th September, 2017 from 05.00 P.M.


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During this period members of the Company, holding shares either in physical form or in

dematerialized form, as on the cut-off date of 19th September, 2017, may cast their vote by

remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter.

Once the vote on a resolution is cast by the member, the member shall not be allowed to

change it subsequently.

6. The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are

registered with the Company/Depository Participants(s)]:

i. Open email and open PDF file viz; “IAG Glass Company Limited remote e-voting.pdf” with

your Client ID or Folio No. as password. The said PDF file contains your user ID and

password/PIN for remote e-voting. Please note that the password is an initial password.

ii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com

iii. Click on Shareholder – Login

iv. Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

v. Password change menu appears. Change the password/PIN with new password of your

choice with minimum 8 digits/characters or combination thereof. Note new password. It is

strongly recommended not to share your password with any other person and take utmost

care to keep your password confidential.

vi. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

vii. Select “EVEN” of IAG Glass Company Limited.

viii. Now you are ready for remote e-voting as Cast Vote page opens.

ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”

when prompted.

x. Upon confirmation, the message “Vote cast successfully” will be displayed.

xi. Once you have voted on the resolution, you will not be allowed to modify your vote.

xii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send

scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc.

together with attested specimen signature of the duly authorized signatory(ies) who are

authorized to vote, to the Scrutinizer through e-mail [email protected] with copy

marked to [email protected].

B. In case a Member receives physical copy of the Notice of Annual General Meeting [for

members whose email IDs are not registered with the Company/Depository Participant(s)

or requesting physical copy]:


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(i) Initial password is provided as below/at the bottom of the Annexure to the Notice dated

30th May, 2017.

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

7. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members

and remote e-voting user manual for Members available at the download section of

www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

8. If you are already registered with NSDL for remote e-voting then you can use your existing user

ID and password/PIN for casting your vote.

9. You can also update your mobile number and e-mail id in the user profile details of the folio

which may be used for sending future communication(s).

10. The voting rights of members shall be in proportion to their shares of the paid up equity share

capital of the Company as on the cut-off date of 19th September, 2017.

11. Any person, who acquires shares of the Company and become member of the Company after

dispatch of the Notice of AGM and holding shares as of the cut-off date i.e. 19th September,

2017, may obtain the login ID and password by sending a request at [email protected].

However, if you are already registered with NSDL for remote e-voting then you can use your

existing user ID and password for casting your vote. If you forgot your password, you can reset

your password by using “Forgot User Details/Password” option available on

www.evoting.nsdl.com or contact NSDL at toll free no.: 1800-222-990

12. A person, whose name is recorded in the register of members or in the register of beneficial

owners maintained by the depositories as on the cut-off date only shall be entitled to avail the

facility of remote e-voting as well as voting at the AGM through ballot paper. A person who is not

a member (not holding shares of the Company) as on the aforesaid cut-off date should treat

this Notice for information purposes only.

13. Mr. Arun Kumar Jaiswal, Company Secretary in Practice, (ACS 29827 CP 12281), Poddar

Court, Gate No-1, 7th Floor, Room No- 718, 18, Rabindra Sarani, Kolkata-700001 has been

appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and

transparent manner.

14. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is

to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those

members who are present at the AGM but have not cast their votes by availing the remote e-

voting facility.

15. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at

the meeting and thereafter unblock the votes cast through remote e-voting in the presence of

at least two witnesses not in the employment of the Company and shall make, not later than

three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes


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cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who

shall countersign the same and declare the result of the voting forthwith.

16. The Results declared along with the report of the Scrutinizer shall be placed on the website of

the Company www.iagcompany.in; and on the website of NSDL immediately after the declaration

of result by the Chairman or a person authorized by him in writing. The results shall also be

immediately forwarded to the Stock Exchanges where the Company’s shares are listed.

17. Additional Information pursuant to Regulation of SEBI (Listing Obligation and Disclosure

Requirements), 2015, in respect of the Directors seeking appointment at the AGM are furnished

and forms a part of Notice. The Director had furnished the requisite consent / declaration for

his appointment.

18. Members/Proxies should bring the attendance slip duly filed in and signed for attending the

meeting.

19. Members are requested to quote Folio Number/Client ID in their correspondence.

20. The Equity Shares of the Company are listed on BSE Ltd. and The Calcutta Stock Exchange

Ltd. and Listing Fees for the financial year 2016-2017 have not been paid to BSE Ltd and The

Calcutta Stock Exchange Ltd.

Statement pursuant to Section 102 (1) of the Companies Act 2013

ITEM NO. 4

The Board had appointed Ms. Ruma Hussain (DIN- 07728778) as an Additional Director of

the Company pursuant to Section 161 of the Companies Act, 2013. Hence, she will hold office

upto the date of ensuing AGM.

Accordingly, it is proposed to appoint her Non-Executive Independent Director of the Company

in accordance with Section 149 of the Companies Act, 2013, not liable to retire by rotation:

The Company has received from Ms. Ruma Hussain

l Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies

(Appointment & Qualification of Directors) Rules, 2014 and;

l Intimation in Form DIR-8 in terms of Companies Appointment & Qualification of Directors)

Rules, 2014, to effect that she is not disqualified under sub-section (2) of Section 164 of the

Companies Act, 2013.

In the opinion of the Board, Ms Ruma Hussain fulfills the conditions for his appointment as

Non-Executive Independent Director as specified in the Companies Act, 2013 and SEBI (Listing

Obligations And Disclosure Requirements) Regulations, 2015, and she is Independent of the

management.


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A copy of the draft letter of appointment setting out the terms and conditions of appointments of

Ms. Ruma Hussain is available for inspection, without any fee, by the members at the Company’s

Registered Office during normal hours on working days up to the date of the AGM.

The relatives of Ms. Ruma Hussain may be deemed to be interested in the resolutions set out

at Item No. 4 of the Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors/Key Managerial Personnel of the

Company/their relatives are, in any way, concerned or interested, financially or otherwise, in

this resolution.

The Board recommends the resolution set forth in the Item No. 4 of the Notice for approval of

the members as Ordinary Resolution.

Information pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 with regard to the Director seeking Re-appointment at

the forth coming Annual General Meeting (Refer Item No 4 of the Notice)

Name of the Director MS. RUMA HUSSAIN

Ruma Hussain’s Fathers’ Name BROJENDRA KUMAR CHOWDHURY

Date of Birth 28/07/1978

Date of Appointment 14/02/2017

Expertise in specific functional areas OFFICE MANAGEMENT

Years of Experience 4 YEARS

Qualifications GRADUATE

List of outside Directorship held NIL

Member of Committee on the Board NIL

Member/Chairman of Committee in other Companies NIL

No. of Shares held in own name or

in the name of Relatives NIL

Date: May 30, 2017 By order of the Board

Place: Kolkata For IAG Glass Company Limited

NAKULA CHAMPATI

(DIN : 01420541)

Whole Time Director


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DIRECTORS’ REPORT

To

The Members,

Your Directors have pleasure in presenting their 60th Annual Report together with 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

( in lacs)

For the year ended

March 31, 2016

( 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

Appropriations -12690.43 -10668.87

Transfer to General Reserve


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2. DIVIDEND & RESERVES

In view of the loss sustained in the year under review the Directors regret that they are 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 no public

issue, right issue, or preferential issue etc during the year. The Company has not issued shares

with differential voting rights, sweat equity shares nor has it granted any stock options.

4. PRODUCTION AND SALES

Both the furnace of the Company is closed and the Company is striving hard to start its production.

Therefore, due to absence of production no sales have been made during the financial year

under review.

5. PERFORMANCE OVERVIEW

During the year under review your Company has registered a loss of Rs. 2021.56 Lakhs during

the financial year. However the management is making all its efforts to start the activities of the

Company. Your Directors are looking forward for the bright future of the Company in the years

to come.

6. DEMATERIALISATION OF SHARES:

As on the Reporting date i.e 31.03.2017 there were 4231560 equity shares dematerialized

through depository viz. National Securities Depository Limited which represents about 65.71%

of the total paid-up capital of the Company, and 958539 equity shares dematerialized through

depository viz Central Depository Services Limited which represents 14.89% of the total paid-

up capital of the Company.

7. DEPOSITS:

The Company has neither invited nor accepted any public deposits, within the meaning of

section 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 or net

worth (i.e. Paid-up capital and free reserves exceeding 20% of the consolidated turnover or net

worth respectively, of the listed holding Company and its subsidiaries in the immediately

preceding accounting year.

9. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE REPORT

In view of the ‘Green Initiative in Corporate Governance’ introduced by the Ministry of Corporate

Affairs vide its circular no. 17/2011 dated 21st April 2011, all shareholders of the Company are

requested to register their e-mail IDs with the Company.


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The Company will send notices/documents such as Annual Reports and Notices by email to

the shareholders registering their email address. To support this laudable move of the

Government, the members who have not registered their email address, so far, are requested

to do so at the earliest, in respect of demat holding through the respective Depository Participant

(DP) and in respect of physical holding through the Registrar and Share Transfer Agent (RTA)

M/s. C.B. Management Services Pvt. Ltd.

While every notice/document will be sent through email address registered with the Company,

in case you desire to receive any notice/document in physical form, please intimate by email

and the same shall be sent to your address registered with the Company/DP.

We solicit your patronage and support in joining hands with the Company to implement the 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 the

Companies 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 EARNINGS AND OUTGO

A statement in accordance with the provisions of Section 134 (3)(m) of the Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this Report

“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 the Meetings was

within the period prescribed under the Companies Act, 2013 and the Terms of Reference of the

concerned Committee.

i) AUDIT COMMITTEE

The Composition and terms of reference of the Audit Committee satisfy the Section 177 of the

Act read with Companies (Meetings of Board and its powers) Rules, 2014


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Composition

l Mr. Mohammad Maroof Independent Director Chairman

l Mr.Vijay Joshi Executive Director Member

l Mr Pradip Roy Independent Director Member

l Mrs. Ruma Hussain has been appointed and Ms Saktika Sarkar has resigned from the Board

of Directors of the Company w.e.f 14.02.2017.

The primary objective of the Nomination and Remuneration Committee is to review the

candidates qualified for the position of Executive Directors, Non-Executive Directors and

Independent Directors, consistent with the criteria approved for their appointment and

recommend suitable candidates to the Board for their approval. The Nomination and

Remuneration Committee reviews and recommend to the Board: (i) Remuneration package of

persons proposed to be appointed as Directors, Key Managerial Personnel and in the Senior

Management and (ii) Revisions of remunerations package of persons appointed as Directors

and in the Senior Management. The Nomination and Remuneration Committees evaluates the

performance of Executive Directors, Non- Executive Directors and Independent Directors on

yearly 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 in

compliance with provisions of the Companies Act, 2013

iii) STAKEHOLDERS RELAIONSHIP COMMITTEE

The Stakeholders relation Committees constitution and terms of reference are in compliance

with provisions of the Companies Act, 2013.

Composition






iv) SHARE TRANSFER COMMITTEE

The Share Transfer Committees constitution and terms of reference are in compliance with

provisions of the Companies Act, 2013.

Composition







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10.4 INDEPENDENT DIRECTORS’ MEETING

In terms of requirements of Schedule IV of the Companies Act, 2013 a separate meeting of the

Independent Directors was held on 13th February, 2017 for the Financial Year 2016-17.

The Independent Directors at the meeting reviewed the following:

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

v Performance of the Chairman of the Company, taking into account the views of Executive

Directors and Non-Executive Directors; and

v Asses the quality, quantity and timeliness of flow of information between the Company

Management and the Board that is necessary for the Board to effectively and reasonably 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 be

annexed.

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 and Ms. Ruma

Hussain was appointed as Non-Executive independent Director and Ms. Saktika Sarkar resigned

from the Board of Directors of the Company w.e.f 14.02.2017. Further none of the Directors of

the Company are disqualified under sub-section (2) of section 164 of the 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 the best of

their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards

have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and

estimates have been made that are reasonable and prudent so as to give a true and fair view

of the state of affairs of the Company as at 31 March, 2017 and of the loss of the Company for

the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding the

assets of the Company and for preventing and detecting fraud and other irregularities;


16

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 financial controls were adequate

and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were 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 of Independence,

as required under the provisions of Section 149(7) of the Act, stating that they 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 the Company,

on recommendation of the Nomination and Remuneration Committee have adopted a criteria

for determination of qualification, positive attributes and independence of directors and Policy

for Remuneration of Directors, a Policy for Remuneration of Senior Management Personnel

(including Key Management Personnel) and a Policy for Remuneration of Other Employees.

10.10 BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation

of its own performance as well as that of its Committees and individual Directors, including the

Chairman of the Board. The exercise was carried out through a structured evaluation process

covering various aspects of the Board functioning such as composition of the Board &

committees, experience & competencies, performance of specific duties & obligations,

contribution at the meetings and otherwise, independent judgment, 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 (Listing Obligations

and Disclosures Requirements) Regulations, 201, the Board of Directors had approved the

policy on vigil mechanism/ Whistle Blower and the same has been hosted on the website of the

Company. The functioning of Vigil Mechanism is reviewed by the Audit Committee from time to

time. No Directors/ employees have been denied access to the Chairman 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 Act, if any are

disclosed in the notes to Financial Statements.


17

11. RELATED PARTY TRANSACTIONS :

There were no related party transactions entered into by the Company during the Financial

Year, which attracted the provisions of Section 188 of the Companies Act, 2013. There being

no “ material “ related party under regulation 23 of the SEBI Listing Regulations, 2015, details

are disclosed in form AOC-2 in that regard and marked as Annexure-D

During the year 2016-2017, pursuant to Section 177 of the Companies Act, 2013 and Regulations

of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, all 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 position of the

Company, which have occurred between the end of the financial year of the Company and the

date of this report.

13. CODE OF CONDUCT :

The Board of Directors has approved a Code of Conduct which is applicable to the Members of

the Board and all employees in the course of day to day business operations of the Company.

The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings /

behaviors of any form and the Board has laid down the directives to counter such acts. The

code laid down by the Board is known as “Code of Business Conduct”.

The Code lays down the standard procedure of business conduct which is expected to be

followed by the Directors and the designated employees in their business dealings and in

particular on matters relating to integrity in the work place, in business practices and in dealing

with stakeholders. The Code gives guidance through examples on the expected behavior from

an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance

with 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 case was 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 made their

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 Annual General meeting

to hold office until the conclusion of the 60th Annual General Meeting. Therefore in place of the


18

retiring Auditor, M/s S. Samanta & Co, Charetered Accountants (Firm Registration No- 305020E)

is proposed to be appointed by the Board of Directors at the 60th Annual General Meeting who

shall hold office from the 60th Annual General Meeting 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 Kumar Jaiswal,

(Certificate of Practice Number-12281), Company Secretary in Practice, for conducting

Secretarial Audit in accordance with the section 204 (1) of Companies Act, 2013 and the rules

framed there under. Secretarial Audit Report for the year 2016-2017 as issued by him in the

prescribed form MR-3 is annexed and marked as Annexure-C to this report.

16. COMMENT ON AUDITORS’ QUALIFIED OPINION

As regards Statutory Auditors’ comments in their Report on financial results for the year

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 not possible 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 to start its

production.

Regarding Comment No. (d)

Balance of the unsecured loan will be converted into preference shares as soon as the plant

starts.

Regarding Comment No.(e)

Employees Group Gratuity Policy with LIC of India will be renewed when the production starts

and when the company is in financial stability. Loan taken from the Gratuity Fund will 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 pay the

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, Foreign Exchange

Earnings.


19

18. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Your Company firmly believes in practicing good Corporate Governance, attaining maximum

level of transparency, accountability and equity in all facets of its operation and in all its interactions

with its stakeholders. Your Company adheres to the highest ethical standards and thrives to be

a responsible corporate citizen. Further the Company conforms to the norms of Corporate

Governance as envisaged in the Companies Act, SEBI (Listing Obligations and Disclosures

Requirements) Regulations, 2015, a report on the Corporate Governance and the Auditors

Certificate on Corporate Governance and Auditors Certificate on Corporate Governance are

annexed herewith this report.

19. ACKNOWLEDGEMENTS

Your Directors wish to record their sincere appreciation of the valuable cooperation and support

received at all times by the Company from its Bankers, Business Associates, Customers,

Suppliers, Financial Institutions and The Government of West Bengal. Your Directors also wish

to thank all their employees for their dedicated and committed service to the Company and

finally your Directors owe gratitude to all the Shareholders for their continued support.

By the order of the Board

For IAG GLASS COMPANY LIMITED

NAKULA CHAMPATI

DIN-01420541

Date: 30.05.2017 Chairman


20

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

MARKET OVERVIEW

Newer processes and materials, electronic form of business and geo-political events have

caused volatility in commodity prices, consequently reset in their values.

Governments and Central Banks globally are working to balance interest rates and inflation,

and have limited ability to use exchange rates for the purposes.

OPPORTUNITIES AND THREATS

The expected changes in the Manufacturing processes with emphasis on cheaper raw materials

and other input casts will be the key to greater profitability.

The Company has aligned its policy on risk assessment in line with global approach and risk

assessment reports are reviewed on regular intervals. The Company has adopted a focused

approach towards risk management in the form of a corporate insurance program which has

the goal of optimizing the financing of insurable risks by using a combination of risk retention

and risk transfer. The program covers all potential risks relating to business operations of the

Company at its various locations.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The Company operates in a single segment, and therefore, there are no separate segment

wise details to be provided.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has implemented a comprehensive system of internal controls and risk

management systems for achieving operational efficiency, optimal utilization of resources,

credible financial reporting and compliance with local laws. These controls are regularly reviewed

by both internal and external agencies for its efficiency and effectiveness. Management

information and reporting system for key operational activities form part of overall control

mechanism.

The Company has retained the services of independent firms of professionals to function as

internal auditors and provide reports on various activities covering observations on adequacy

of internal controls and their recommendations. Findings of internal audit reports and

effectiveness of internal control measures are reviewed by top management and audit committee

of the Board. During the year, internal audit team of Company performed audits of major

operational areas of the Company and carried out elaborate checks and verification and shared

their findings with top management for remediation of minor gaps wherever required.

ACCOUNTS OF THE COMPANY

The Company has prepared its annual accounts for the year ended March 31, 2017 in accordance

with Indian GAAP.


21

HUMAN RESOURCES

The Company recognizes that its success is deeply embedded in the success of its human

capital. During 2016-2017, the Company continued to strengthen its HR processes in line with

its objective of creating an inspired workforce. The employee engagement initiatives included

placing greater emphasis on learning and development, launching leadership development

programme, introducing internal communication, providing opportunities to staff to seek

inspirational roles through internal job postings, streamlining the Performance Management

System, making the compensation structure more competitive and streamlining the performance-

link rewards and incentives.

The Company believes that learning is an ongoing process. Towards this end, the Company

has built a training infrastructure which seeks to upgrade skill levels across grades and functions

through a combination of in-house and external program me.

CORPORATE SUSTAINABILITY AND SOCIAL RESPONSIBILITY

The Company constantly strives to meet and exceed expectations in terms of the quality of its

business and services. The Company commits itself to ethical and sustainable operation and

development of all business activities according to responsible care and its own code of conduct.

Corporate Social Responsibility is an integral part of the Company’s philosophy.

CAUTIONARY STATEMENT

Certain statements under “Management Discussion & Analysis” describing the Company’s

objectives, projections, estimates, expectations or predictions may be forward looking statement

within the meaning of applicable securities laws and regulations. Although the expectations are

based on reasonable assumptions, the actual results could materially differ from those expressed

or implied, since the Company’s operations are influenced by many external and internal factors

beyond the control of the Company. The Company assumes no responsibility to publicly amend,

modify or revise any forward looking statements, on the basis of any subsequent developments,

information or events.

By the order of the Board


NAKULA CHAMPATI

DIN-01420541

Date: 30.05.2017 Chairman

Place : Kolkata


22

Annexure -1 to the Directors Report

CORPORATE GOVERNANCE

[Pursuant to Chapter IV and Schedule V of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015 entered in to with the Stock Exchange]

CORPORATE GOVERNANCE FOR THE YEAR ENDED 2016-2017

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), a Report

on Corporate Governance is given below:

1. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed to values

aimed at enhancing an organization’s brand and reputation. ‘People development’, ‘quality’,

‘trust’, ‘integrity’ and ‘customer focus’ are some of the core values which the Company always

stays committed to. These values seek to focus on enhancement of long term shareholder

value without compromising on ethical standards, ‘Corporate Social Responsibility’, environment

and health of society at large. Our corporate governance framework is a reflection of our culture,

our policies and our relationship with stakeholders. The Company envisages attainment of the

highest level of transparency, accountability and equity in all facets of its operations. This is

vital to gain and retain the trust of our stakeholders, investors, lenders, employees and customers.

The Goal is achieved through-

l Infusion of best expertise in the board.

l Consistent monitoring and improvement of the human and physical resources.

l Board/ Committee meetings at regular intervals to keep the Board informed of the recent

happenings.

2. GOVERNANCE STRUCTURE

The Corporate Governance Structure at IAG Glass Company Limited. (IAG) is as under:-

(i) Board of Directors: In keeping with the commitment of the Management to the principle of

integrity and transparency in business operations for good corporate governance, the Company’s

policy is to have an appropriate blend of executive and independent directors to maintain the

independence of the Board and to separate the Board functions of governance and management.

(ii) Committees of the Board: The Board has constituted the following committees viz. Audit

Committee, Nomination and Remuneration Committee, Share Transfer Committee and

Stakeholders Relationship Committee. Each of said Committees have been managed to operate

within a given framework.


23

3. BOARD OF DIRECTORS

The Board of Directors of the Company comprises of an optimum combination of Executive

and Non-Executive Directors, including one woman Director, which is in conformity with the

requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). The

constitution of the Board aims at ensuring Directors commitment to participate in the affairs of

the Company with understanding and competence to deal with current and emerging business

issues.

As on 31st March, 2017, the Board consisted of six members with an executive Chairman. The

Independent Directors on the Board are competent and highly respected professionals from

their respective fields and have vast experience in general corporate management, finance,

banking and other allied fields which enable them to contribute effectively to the Company in

their capacity as members of the Board. The day to day management of the Company is

conducted by Managing Director subject to supervisions and control of the Board.

None of the non-executive directors has any material pecuniary relationships or transactions

with the company, its promoters, directors and associates which in their judgment would affect

their independence. None of the directors are inter-se related to each other.

The Constitution of Board of Directors of the Company is governed by the Company’s Act 2013

and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The

Company’s Board comprises a combination of executives and non-executive Directors. The

Board presently consists of five Directors and its mix provides a combination of professionalism,

knowledge and experience required in the line of Business of the Company. The Board is

responsible to manage business of the Company. The functions, responsibilities, role and

accountability of the Board are well defined.

As on 31st March, 2017, the Board consisted of the following Directors:

Sl.no Name Designation Category

1. Rakesh Dosi Whole-Time Director Executive Director

2. Vijay Joshi Whole-Time Director Executive Director

3. Nakula Champati WholeTime Director Executive Director

4. Himadri Banerji Director Non-Executive Independent Director

5. Mohammad Maroof Director Non- Executive Independent Director

6. Pradip Roy Director Non- Executive Independent Director

7. Ruma Hussain* Director Non-Executive Independent Director

l Mrs Saktika Sarkar resigned on 14.02.2017

l Mrs Ruma Hussain was appointed on 14.02.2017

l Mr Pradip Roy was appointed on 18.04.2016


24

Directorship, Committee Membership and Chairmanship

The details about positions held by Board of Directors as Directors of Public Limited Companies,

Committee Membership and Committee Chairmanship as on 31st March, 2016 are as under:-

Sl.no Name Directorship of Public Membership(s)

Limited Companies [including

Chairmanship(s)] of

Board Committees**

1. Rakesh Dosi 1 Nil

2. Vijay Joshi 6 7

3. Nakula Champati 1 Nil

4. Himadri Banerji 2 Nil

5. Mohammad Maroof 3 7

6. Pradip Roy 3 4

6. Ruma Hussain* 1 Nil

l includes Private Companies which are subsidiaries of Public Limited Companies, Unlimited

Liability Companies, Companies registered under Section 8 of the Companies Act, 2013,

Membership of Managing Committees of Chambers of Commerce / Professional Bodies but

excludes Foreign Companies.

l indicates membership/ chairmanship of Audit Committee and Stakeholders’ Relationship

Committee of all Public Limited Companies, Unlimited Liability Companies whether listed or

not but excludes Private Companies, Foreign Companies and Companies under Section 8 of

the Companies Act, 2013.

None of the Directors hold office of a director in more than 20 companies including 10 Public

Companies and Private Companies that are either Holding or Subsidiary of a Public Company

in terms of Section 165 of the Companies Act, 2013. None of the Directors is a Member of

more than 10 Committees or Chairman of more than 5 committees, across all the Companies

in which he/ she is a Director.

4. BOARD MEETINGS AND PROCEDURES -

The Board meets at regular intervals to discuss and decide on Company / business policy and

strategy apart from other normal Board business. The Board meets at least once in every

quarter to review the quarterly results and other items on the agenda with a maximum time gap

of 120 days between any two meetings. Additional meetings are held, when necessary. The

Board Meetings are usually held at the registered office of the Company at 30, Chittaranjan

Avenue, 4th Floor, Kolkata-700012 and are scheduled well in advance to facilitate the Directors

to plan their schedules and to ensure meaningful participation in the meetings.


25

The agenda and notes on agenda are circulated to Directors in advance and in the defined

agenda format. All material information is incorporated in the agenda for facilitating meaningful

and focused discussions at the meeting and taking informed decision.

The Company’s Board of Directors plays a primary role in ensuring good governance and

functioning of the Company. All statutory and other significant and material information including

those required under the Listing Regulations is placed before the Board to enable it to discharge

its responsibility of strategic supervision of the Company as trustees of the shareholders. The

Board is also kept informed of major events/ items and approvals taken wherever necessary.

The draft minutes of the proceedings of the Board of Directors are circulated in advance and

the comments, if any, received from the Directors are incorporated in the minutes in consultation

with the Chairman.

The Chairman and Managing Director at the Board Meetings keeps the Board apprised of the

overall performance of the Company. Senior executives are invited to provide additional inputs

at the Board meeting for the items being discussed by the Board of Directors, as and when

necessary. The Company Secretary while preparing the agenda, minutes, etc. of the meeting is

responsible for and is required to ensure adherence to all applicable laws, rules and regulations.

Number and dates of Board Meetings held during the year

9 (Nine) Board meetings were held during the year under review. These were held on 18.05.2016,

27.06.2016, 12.07.2016, 24.08.2016, 14.09.2016, 11.11.2016, 20.12.2016, 05.01.2017 and

13.02.2017.

Details of the Composition of the Board, category of the Directors and their attendance at

Board Meetings and last Annual general Meeting, number of other directorship are given below-

Name Designation Board Whether Committee Committee No. of

Meetings Attended Membership Chairman-ship Directorship

Attended AGM in other Listed in other Listed Cos.

Cos. Listed Cos.

Mr. Rakesh Dosi* Whole-Time Director 7/9 YES NIL NIL NIL

Mr. Vijay Joshi Whole-Time Director 8/9 YES 3 NIL 1

Mr. Nakula Champati Whole-Time Director 6/9 YES NIL NIL NIL

Mr. Himadri Banerji Director 1/9 NO NIL NIL NIL

Mohammad Maroof Director 8/9 YES 3 3 1

Ms. Saktika Sarkar Director 6/8 NO NIL NIL NIL

Ruma Hussain Director N.A. NO NIL NIL NIL

l * Chairman of the Board

l Ms. Saktika Sarkar resigned from the Board of Directors of the Company w.e.f 14.02.2017


26

Separate Meeting of Independent Directors

During the year, the Independent Directors of the Company met separately without the presence

of other Directors or management representatives on 13th February, 2017, to inter-alia

l to review the performance of Non-independent Directors (including the Chairman) and the

Board as a whole.

l The Independent Directors also reviewed the quality, content and timeliness of the flow of

information between the Management and the Board and it’s Committees which is necessary

to effectively and reasonably perform and discharge their duties.

l To review the performance of the Chairperson of the Company, taking into account the views of

executive directors and non-executive Directors

l All the Independent Directors except Sri Himadri banerjee attended the meeting.

INFORMATION SUPPLIED TO THE BOARD

In advance of each meeting, the Board is presented with relevant information on various matters

related to the working of the Company. In addition to items which are required to be placed

before the Board for its noting and/or approval, information is provided on various significant

items.

In terms of quality and importance, the information supplied by Management to the Board of

the Company is far ahead of the list mandated under SEBI (Listing Obligations and Disclosures

Requirements) Regulations, 2015.

CODE OF CONDUCT

Pursuant SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

companies have to lay down a code of conduct for its directors and senior management,

incorporating duties of directors as laid down in the Companies Act, 2013.

The Company pursuant to erstwhile SEBI (Listing Obligations and Disclosures Requirements)

Regulations, 2015, already had a Code of Conduct for Directors and members of Senior

Management.

All Directors and Senior Management personnel have affirmed compliance with the new Code

for 2016-17.

MAXIMUM TENURE OF INDEPENDENT DIRECTORS

The maximum tenure of Independent Directors is in accordance with the Companies Act, 2013

and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.


27

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and

Disclosures Requirements) Regulations, 2015, the Board has carried out an annual evaluation

of its own performance, and that of its Committees and individual directors.

REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed

a Remuneration Policy, providing (a) criteria for determining qualifications, positive attributes

and independence of directors and (b) a policy on remuneration for directors, key managerial

personnel and other employees.

COMMITTEE OF THE BOARD

Currently, the Board has Four Committees: Audit Committee, Nomination and Remuneration

Committee, Stakeholders Relationship Committee, Share Transfer Committee.

l AUDIT COMMITTEE

The Audit Committee of the Board provides reassurance to the Board on the existence of an

effective internal control environment that ensures efficiency and effectiveness of operations,

safeguarding of assets and adequacy of provisions for all liabilities, reliability of financial and

other management information and adequacy of disclosures. The Audit Committee is empowered

to investigate any activity within its terms of reference, seek information from any employee,

obtain external legal or other professional advice and secure attendance of outsiders with

relevant expertise, if required.

TERMS AND REFERENCE

Terms of reference of the Audit Committee are in line with the guidelines set out in Regulation

18 of the Listing Regulations and Section 177 of the Companies Act, 2013 and include the

following:

Oversight of the Company’s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the

Company;

iii. Approval of payment to statutory auditors for any other services rendered by the statutory

auditors;

iv. Reviewing, with the management, the annual financial statements and auditor’s report thereon

before submission to the Board for approval, with particular reference to:

a. Matters required tobe included in the Directors’ Responsibility Statement to be included in the

Board’s Report;


28

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; g. Modified opinion(s) in the draft audit report.

v. Reviewing, with the management, the quarterly financial statements before submission to the

Board for approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised through

an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for

purposes other than those stated in the offer document / prospectus / notice and the report

submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights

issue, and making appropriate recommendations to the Board to take up steps in this matter;

Review and monitor the auditor’s independence and performance and effectiveness of

audit process;

viii. Approval or any subsequent modification of transactions of the Company with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the Company, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors, and adequacy

of the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal

audit department, staffing and seniority of the official heading the department, reporting structure

coverage and frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up thereon;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material

nature and reporting the matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of

audit, audit observations as well as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture

holders, shareholders (in case of non-payment of declared dividends) and creditors;

xviii. To review the functioning of the Whistle Blower mechanism;


29

xix. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person

heading the finance function or discharging that function) after assessing the qualifications,

experience, background, etc. of the candidate.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee comprises of the following members:

Sl.no Name Designation Category

1 Mohammad Maroof Non-Executive Independent Director Chairman

2 Vijay Joshi Executive Director Member

3 Pradip Roy Non-Executive Independent Director Member

Meetiongs and Attendance :

The audit Committee met 5 times during the year ended 31.03.2017. These meetings were

held on 27.06.2016, 13.08.2016, 14.09.2016, 11.11.2016, 13.02.2017. The gap between any

two consecutive meetings did not exceed 120 days. Attendance of each Audit Committee

Members was as under :

Sl. No. Name Designation No of meetings held/

meetings attended

1. Mohammad Maroof Non-Executive

Independent Director 4/5

2. Vijay Joshi Executive Director 5/5

3. Pradip Roy Non-Executive

Independent Director 1/5

l NOMINATION AND REMUNERATION COMMITEE

The primary function of the Nomination and Remuneration Committee is to assist the Board of

Directors in fulfilling its governance and supervisory responsibilities relating to human resource

management and compensation. The Committee reviews and where required, approves the

human resource policies, remuneration proposals, succession planning, evaluation of

performances and development plans of Key Managerial Personnel, Senior Management and

other employees of the Company. It also provides support in handling the nomination and

remuneration proposals for the Board members including Independent Directors.


30

TERMS AND REFERENCE

Terms of reference of the Nomination and Remuneration Committee includes the following:

i. Formulation of the criteria for determining qualifications, positive attributes and independence

of a Director and recommend to the Board a policy, relating to the remuneration of the Directors,

Key Managerial Personnel and other employees;

ii. Formulation of criteria for evaluation of performance of Directors and also carrying out of such

evaluation.

iii. Devising a policy on Board diversity;

iv. Identifying persons who are qualified to become Directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their

appointment and removal.

v. Recommending/reviewing remuneration of the Managing Director(s) and Whole-time Director(s)

based on their performance and defined assessment criteria vi. Whether to extend or continue

the term of appointment of the Independent Director, on the basis of the report of performance

evaluation of Independent Directors.

COMPOSITION OF THE NOMINATION AND REMUNERATION COMMITTEE

The Nomination And Remuneration Committee comprises of the following members:

Sl. No. Name Designation Category

1. Mohammad Maroof Non-Executive Independent Director Chairman

2. Vijay Joshi Executive Director Member

3. Pradip Roy Non-Executive Independent Director Member

MEETINGS AND ATTENDANCE

The Nomination And Remuneration Committee met 5 times during the year ended 31.03.2017.

These meetings were held on 13.08.2016 and 30.03.2017.Attendance of each Nomination and

Remuneration Committee Member was as under:

Sl. No. Name Designation No of meetings held/

meetings attended

1. Mohammad Maroof Non-Executive Independent Director 2/2


3. Pradip Roy Non-Executive Independent Director 1/2


31

DETAILS OF REMUNERATION PAID TO THE DIRECTOR

No salary has been paid to any Director of the Company during the financial year 2016-2017

No Stock Option has been allotted to any of the Directors during the financial year 2016-2017

None of the Independent Directors holds any shares in their name or in the name of their relatives.

l SHARE TRANSFER COMMITTEE

The Share Transfer Committee carries out procedural matters relating to share transfer, etc.

and oversees the functioning of the Registrar and Share Transfer Agent of the Company.

TERMS AND REFERENCE

Terms of reference of the Share Transfer Committee includes the following:

i. Oversee, review and approve all matters connected with transfer, transmission, split,

consolidation, rematerialisation, etc;

ii. Issue of duplicate share certificates in lieu of share certificates lost, defaced or destroyed;

iii. Issue of share certificates on rematerialisation;

iv. Issue of new share certificates consequent upon split/ consolidation of existing ones;

v. Cancellation of share certificates in compliance with the applicable provisions;

COMPOSITION OF THE SHARE TRANSFER COMMITTEE

The Share Transfer Committee comprises of the following members:






The Share Transfer Committee met 1 times during the year ended 31.03.2017. These meetings

were held on 30.03.2017.Attendance of each Share Transfer Committee Member was as under:

Sl.no Name Designation No of meetings held/

meetings attended





32

l STAKEHODLERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is primarily responsible to review all matters

connected with the Investor relations and redressal of shareholders' / investors' complaints.

TERMS AND REFERENCE

Terms of reference of the Stakeholders Relationship Committee includes the following:

i. Investor relations and redressal of shareholders grievances in general;

ii. Evaluate performance and service standards of the Registrar and Share Transfer Agent of the

Company;

iii. Provide guidance and make recommendations to improve investor service levels for the

investors.

COMPOSITION OF THE SHARE TRANSFER COMMITTEE

The Stakehodlers Relationship Committee comprises of the following members:






The Stakeholders Relationship Committee met 2 times during the year ended 31.03.2017.

These meetings were held on 13.08.2016 and 30.03.2017.Attendance of each Stakeholders

Relationship Committee Member was as under:

Sl.no Name Designation No of meetings held/

meetings attended





33

COMPLIANCE OFFICER AND STATUS OF PENDING COMPLAINTS

The Company has appointed Ms. Maimuna Rashida as a Compliance Officer w.e.f 04.04.2017.

During the year the Company did not receive any complaint from its Members during the year

and there were Nil Complaints at the end of Financial Year ending on 31st March 2017.

Further, as required under Regulation 40(9), SEBI (Listing Obligations And Disclosure

Requirements) Regulations, 2015 a Certificate on half-yearly basis confirming due compliance

of share transfer formalities by the Company from Practicing Company Secretary has been

submitted to the Stock Exchanges within stipulated time.

INDEPENDENT DIRECTORS MEETING

In compliance with Schedule IV to the Companies Act, 2013 and SEBI (Listing Obligations And

Disclosure Requirements) Regulations, 2015, the independent directors held their separate

meeting on 13th February 2017, without the attendance of non-independent directors and

members of management, to inter alia:

i) review the performance of non-independent directors and the Board as a whole;

ii) review the performance of the Chairperson of the Company, taking into account the views of

executive directors and non-executive directors;

iii) assess the quality, quantity and timeliness of flow of information between the Company

Management and the Board that is necessary for the Board to effectively and reasonably perform

their duties.

All independent directors were present at the meeting. The independent directors present at

the meeting deliberated on the above and expressed their satisfaction.

COMPLIANCES REGARDING INSIDER TRADING

The Company has put in place a 'Code of Conduct for Prevention of Insider Trading and

Corporate Disclosure Practices', in accordance with the SEBI (Prohibition of Insider Trading)

Regulations, 1992 as amended.


34

SHAREHOLDERS COMMUNICATION

GENERAL BODY MEETINGS

Location & time for the last three Annual General Meetings:

Annual General Meting Date and Time Venue

59th Annual General Meeting 29th September, 2016 11.00 A.M 30, C. R. Avenue, 4th Floor,

Kolkata-700012

58th Annual General Meeting 2nd August, 2016, 11.00 A.M 30, C. R. Avenue, 4th Floor,

Kolkata-700012

57th Annual General Meeting 24th June, 2016 11.00 A.M 30, C. R. Avenue, 4th Floor,

Kolkata-700012

Extra Ordinary General Meeting and Postal Ballot

During the year no Extra Ordinary General Meeting was convened nor any approval of the

shareholders obtained through Postal Ballot. None of the business proposed to be transacted

at the ensuing Annual General Meeting requires passing of resolution through postal ballot.

5. DISCLOSURES

l This chapter, read together with the information given in the Directors' Report and the chapters

on Management Discussion and Analysis and General Shareholder Information, constitute the

compliance report on corporate governance during 2016-17. The Company has been regularly

forwarding the quarterly compliance report to the Stock exchanges as required under SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

l There are no materially significant related party transactions made by the Company with its

Promoters, their subsidiaries, Directors, Senior Management or relatives etc., which may have

potential conflict with the interest of the Company at large.

l The Company has complied with all the mandatory requirements of and SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015.


35

ITEM COMPLIANCE

STATUS (YES/NO)

Terms and conditions of appointment of Independent Directors YES

Composition of various Committees of Board of Directors YES

Code of conduct of Board of Directors and Senior Management Personnel YES

Details of establishment of Vigil Mechanism/ Whistle Blower Policy YES

Criteria of making payments to Non-executive Directors YES

Policy on dealing with related party transactions YES

Policy for determining 'material' subsidiaries NA

Details of familiarization programme imparted to Independent Directors YES

NON-MANDATORY

The Company has also complied with all of the non-mandatory requirements as under:

RISK MANAGEMENT

The Company has a Risk Management Policy which has been adopted by the Board of Directors,

currently, the Company's risk management approach comprises of the following:-

l Governance of Risk

l Identification of Risk

l Assessment of Control of Risk

The risks have been prioritized through a companywide exercise. Members of Senior

Management have undertaken the ownership and are working on mitigating the same through

co-ordination among the various departments, insurance coverage, security policy and personal

accident coverage for lives of all employees.

The Company has appointed a Risk Officer and also put in place the risk management

framework, which helps to identify various risks cutting across its business lines. The risks are

identified and are discussed by the representatives from various functions.

Risk Officer will make a presentation periodically on risk management to the Board of Directors

and the Audit Committee. The Board and the Audit Committee provide oversight and review

the risk management policy periodically.


36

DISCLOSURES

(a) Due to financial crisis and no person in the secretarial department it was not possible to

comply with the requirements of the Stock Exchanges, SEBI and other authorities on all

matters. With effect from 04.04.2017 Company Secretary has been appointed and all the

Compliances as required to be made from March, 2017 Quarter onward has duly been

Complied.

(b) In Compliance with the Securities & Exchange Board of India (Prohibition of Insider Trading

Regulations, 1992) as amended till date, on Prohibition of Insider Trading, the Company has a

comprehensive Code of Conduct and the same is being strictly adhered to by its management,

staff and relevant business associates. The code expressly lays down the Guidelines and the

procedure to be followed and disclosures to be made, while dealing with shares of the Company

and cautioning them on the consequences of non-compliance thereof.

(c) Reconciliation of Share Capital : A qualified Practicing Company Secretary carried out

Reconciliation of Share Capital on quarterly basis to reconcile the total admitted capital with

National Securities Depository Ltd. (NSDL) and Central Depositary Services (India) Ltd. (CDSL)

and the total issued and listed capital. The "Reconciliation of Share Capital Audit Report" confirms

that the total issued / paid-up capital is in agreement with the total number of shares in physical

form and the total number of dematerialized shares held with NSDL and CDSL.

CODE OF BUSINESS CONDUCT & ETHICS

The Company has adopted Code of Business Conduct and Ethics ("the Code") which is

applicable to the Board of Directors and Senior Management Team (one level below the Board

of Directors) of the Company. The Board of Directors and the members of Senior Management

Team are required to affirm semi-annual compliance of this Code. The Code requires Directors

and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in

professional, courteous and respectful manner. The Code is displayed on the Company website.

CONFLICT OF INTEREST

Each Director informs the Company on an annual basis about the Board and the Committee

positions he occupies in other companies including Chairmanships and notifies changes during

the year. Members of Board while discharging their duties, avoid conflict of interest in the

decision making process. The members of Board restrict themselves from any discussions

and voting in transactions that they have concern or interest.

GENERAL SHAREHOLDER INFORMATION

Detailed information in this regard is provided in section "Shareholders Information" which

forms part of this Annual Report.


37

SHAREHOLDERS' INFORMATION

Next Annual General Meeting

The information regarding 60th Annual General Meeting for the financial year ended on 31st

March 2017 is as follows :-

Day & Date : Tuesday, 26th September 2017

Time : 11.00 A.M.

Venue : 30, C.R. Avenue, 4th Floor, Kolkata-700 017

Financial Year : 1st April to 31st March, 2017

Date of Book Closure : September 20 to September 26, 2017. (Both days inclusive)

Payment Date : No Dividend has been recommended for the year under review.

Listing of Shares : BSE & Calcutta Stock Exchanges

Listing Fees : Company has not paid Annual listing Fees to BSE & CSE.

Code & ISIN : Scrip Code 502241 on BSE, 19121 on CSE

ISIN - INE831D01014 on both NSDL & CDSL

Market Price Data : (On BSE)

Market Price (High & Low) at Bombay Stock Exchange (BSE) during the year 2015-16.

The trading in BSE is suspended from 20th April 2012 due to the non-compliances of certain

provisions of the Companies Act, 2013 and SEBI Regulations.

A Registrar & Share Transfer Agent.

M/s. C.B. Management Services Pvt. Ltd. has been appointed as Registrar & Share Transfer

Agent for all work relating to share registry in terms of physical. All transfer, transmission,

request related to correspondence/queries, intimation of change of address etc. should be

addressed to our RTA directly at the following Address:

M/s. C.B. Management Services Pvt. Ltd

P-22, Bondel Road, Kolkata - 700019

Tel : 033- 4011 6722

Email : [email protected]


38

Share Transfer Systems

The Share transfer is processed by the Registrar & Share Transfer Agent, M/s C.B. Management

Services Pvt. Ltd. and approved by Share Transfer Committee, if the documents are complete

in all respects, within 21 days from the date of lodgment.

k. Distribution of Shareholding as on 31st March 2017

No. of Equity Shares No. of Share Holders % of Share Holders Total No. of Shares Held % of Share Holding

001-500 8290 88.9390 1124447 17.4620

501-1000 538 5.7719 440137 6.8351

1001-2000 256 2.7465 403852 6.2716

2001-3000 80 0.8583 207086 3.2159

3001-4000 29 0.3111 110195 1.7113

4001-5000 41 0.4399 194717 3.0238

5001-10000 46 0.4935 335954 5.2172

10001-50000 31 0.3326 593800 9.2214

50001-100000 3 0.0322 220441 3.4233

100001 and Above 7 0.0751 2808771 43.6185

Total 9321 100.00 6439400 100.00

l. Shareholding Pattern as on 31st March 2017

Status Holding % No. of Share Holders

Promoter Shareholding 32.36 2084092

Insurance Companies 0.62 40025

Non-Resident Individuals 0.35 22781

Financial Institutions & Banks 0.75 4850

Mutual Funds & UTI 0.17 1152

Others 66.57 4286500

Total 100.00 9321


39

m. Dematerialization of Equity Shares & Liquidity

The Company's Equity Shares are in Demat trading segment and the Company had established

connectivity with both NSDL & CDSL by signing the necessary agreements.

Procedures for dematerialization / Rematerialization of Equity Shares:-

Shareholders seeking demat / remat of their shares need to approach their Depository

Participants (DP) with whom they maintain a demat account. The DP will generate an electronic

request and will send the physical share certificates to Registrar and Share Transfer Agents of

the Company. Upon receipt of the request and share certificates, the Registrar will verify the

same. Upon verification, the Registrar will request NSDL/CDSL to confirm the demat request.

The demat account of the respective share holder will be credited with equivalent number of

shares. In case of rejection of the request, the same shall be communicated to the shareholder.

In case of remat, upon receipt of the request from the shareholder, the DP generates a request

and verification of the same is done by the Registrar. The Registrar then requests NSDL or

CDSL to confirm the same. Approval of the Company is being sought and equivalent numbers of

shares are issued in physical form to the shareholder. The share certificates are dispatched

within one month from the date of issue of Shares.

n. Nomination

Individual Shareholders holding shares singly or jointly in physical form can nominate a person

in whose name the shares shall be transferable in case of death of the registered shareholder(s).

Nomination facility in respect of shares held in electronic form is also available with the depository

participants as per the bye-laws and business rules applicable to NSDL and CDSL. Nomination

forms can be obtained from the Company's Registrar and Share Transfer Agent.

o. Listing Fees & Annual Custodial Fees

The Company has not paid the Annual Listing Fees for year 2016-2017 to BSE & CSE. Annual

Custodial Fees to both the Depositories (NSDL & CDSL) for the year 2016-2017 has been paid.

p. Electronic Clearing Service

The Securities and Exchange Board of India (SEBI) has made it mandatory for all companies to

use the bank account details furnished by the Depositories for depositing dividends. Dividend

will be credited to the Members' bank account through NECS wherever complete core banking

details are available with the Company. In case where the core banking details are not available,

dividend warrants will be issued to the Members with bank details printed thereon as available in

the Company's records. This ensures that the dividend warrants, even if lost or stolen, cannot

be used for any purpose other than for depositing the money in the accounts specified on the

dividend warrants and ensures safety for the investors. The Company complies with the SEBI

requirement.


40

q. Service of Documents through Electronic Mode

As a part of Green Initiatives, the members who wish to receive the notice/documents through

e-mail, may kindly intimate their e-mail address to the Company's Registrar and Share Transfer

Agent, M/s C.B. Management Services Pvt. Ltd. to their dedicated e-mail id i.e., "[email protected]."

r. Requirement of PAN Card in case of Transfer of Shares in Physical Form

Pursuant to SEBI Circular, the shareholders holding shares in physical form are requested to

submit self certified copy of PAN at the time of sending their request for share transfer/transmission

of name/transposition of name.

s. For the Attention of Shareholders holding shares in electronic form

Shareholders holding shares in electronic mode should address all their correspondence to

their respective Depository Participants (DPs).

t. Investors' Correspondence

Shareholders can contact the following Officials for secretarial matters of the Company :-

Ms. Maimuna Rashida- [email protected]

u. Code of Conduct

The Board of Directors of the Company has laid down Code of Conduct for Directors and for

Senior Management & Employees. All Board Members and Senior Management have affirmed

compliance with the Code of Conduct for the year under review. Declaration to this effect signed

by the Managing Director & Chief Executive Officer is annexed to this report.

v. Address for Correspondence


30, C. R. Avenue, 4th Floor, Kolkata-700 012


41

CEO/ CFO CERTIFICATION FOR CODE OF CONDUCT

To

The Members of IAG GLASS COMPANY LIMITED

(A) We have reviewed financial statements and the cash flow statement for the year and that to the

best of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;

(ii) These statements together present a true and fair view of the Company's affair and are in

compliance with existing accounting standards, applicable laws and regulations.

(B) There are, to the best of our knowledge and belief, no transactions entered into by the Company

during the year which are fraudulent, illegal or violative of the Companies Code of Conduct.

(C) We accept responsibility for establishing and maintaining internal controls for financial reporting

and that we have evaluated the effectiveness of internal control systems of the Company pertaining

to financial reporting and we have disclosed to the auditors and the Audit Committees, deficiencies

in the design or operation of such internal controls, if any, of which we are aware and the steps

we have taken or propose to take to rectify these deficiencies.

(D) We have indicated to the auditors and the Audit Committee

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed

in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any,

of the management or an employee having a significant role in the company's internal control

system over financial reporting.

By order of the Board


Nakula Champati

Date: 30.05.2017 DIN-0142054

Place : Kolkata


42

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of


We have examined the Compliance of conditions of Corporate Governance by IAG

GLASS COMPANY LIMITED for the year ended 31st March, 2017, as stipulated in

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Compliance of conditions of Corporate Governance is the responsibility of the

Company’s Management. Our examination was carried out in accordance with the

Guidance note on Certificate of Corporate Governance, issued by the Institute of

Chartered Accountants of India and was limited to procedures and implementation

thereof, adopted by the Company for ensuring the Compliance of the Conditions of

Corporate governance. It is neither an audit nor an expression of opinion on the financial

statements of the Company.

In our opinion and to the best of our information and according to the explanations

given to us, we certify that the Company has not complied with the conditions of

Corporate Governance as stipulated in the SEBI Listing Regulations, 2015 in relation

to publishing the unaudited quarterly financial results during the year or the audited

financial results of the year within the prescribed limits.

We state that such compliance is neither an assurance as to the future viability of the

Company nor the efficiency or effectiveness with which the Management has conducted

the affairs of the Company.

Place; Kolkata For, D. BASU & CODate: 30/05/2017 Chartered Accounatnts

Firm registration No- 301111E

Malay Bhaduri, FCA

Partner

Membership No-12724


43

FORM AOC - 2

(Pursuant to Clause (h) of Sub- Section (3) of Section 134 of the Act and Rule 8(2)

of the Companies (Accounts) Rules, 2014)

Disclosure of particulars of contracts/ arrangements entered into by the Company with related

parties referred to in sub- section (1) of Section 188 of the Companies Act, 2013 including

certain arms length transaction under third proviso thereto:-

1. Details of Contracts or arrangements or transactions not at arm's length basis:

IAG GLASS COMPANY LIMITED has not entered into any contracts or arrangements or

transactions with its related parties which is not at arm's length during the Financial year 2016-

2017.

2. Details of material contracts or arrangements or transactions at arm's length basis during

the financial year 2016-2017

(a) Name(s) of the related party and nature of relationship:

NAMES OF THE RELATED PARTY NATURE OF RELATIONSHIP

Anjaniputra Ispat Limited Common Director

Lacky Projects Private Limited Common Director

Mr. Rakesh Dosi Whole-Time Director

Mr. Nakula Champati Whole-Time Director

Mr. Vijay Joshi Whole-Time Director

Nature of business Enterprises owned or Key management personnel

significantly influenced by and their relatives

Key Management personnel

Balance as on 31.03.2017 Rs. In Lakhs Rs. In Lakhs

(i) Un secured loan 2560.40

(ii) Advance from Director

Vijay Joshi 129.73

Related party relationship is as

identified by the company and

relied upon by the auditors.

On behalf of the Board of Directors

Nakula Champati Vijay Joshi

DIN- 01420541) DIN-01088878

Whole-Time Director Whole-Time Director


44


45


46


47


48


49

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 the Companies

(Accounts) Rules, 2014 and forming part of the Directors, report for the period ended 31.03.2017

As at 31.03.2017 As at 31.03.2016

Consevartion of Energy:

Power & Fuel Consumption NIL NIL NIL

1 Electricity NIL NIL NIL

Purchased (33 KV for Industrial) NIL NIL NIL

Unit NIL NIL NIL

Total Amount ( Rs. In Lakhs) NIL NIL NIL

Rate/ Unit( Rs) NIL NIL NIL

Purchased (11 KV for Domestic)

Unit NIL NIL NIL

Total Amount ( Rs. In Lakhs) NIL NIL NIL

Rate/ Unit( Rs) NIL NIL NIL

Arrear Payment in installment with DPS

Installment (Rs) NIL NIL NIL

DPS( Rs) NIL NIL NIL

Own Generation Through Diesel Generator

( For production) NIL

Unit (KWH) NIL 8711 NIL

KWH/LTR Of Diesel Oil(KL) NIL 3.57 NIL

Cost/ Unit( Rs) NIL 14.28 NIL

Diesel Generator ( For Project)

Unit (KWH) NIL NIL NIL

KWH/LTR of Diesel Oil NIL NIL NIL

Cost/ Unit ( Rs) NIL NIL NIL

2 Coal FURNANCE-I FURNANCE-II FURNANCE-I FURNANCE-II

Quantity (MT) NIL NIL NIL NIL

Total Cost ( Rs In Lakhs) NIL NIL NIL NIL

Average Rate/ MT ( Rs) NIL NIL NIL NIL


50

3 Furnance Oil FURNANCE-I FURNANCE-II FURNANCE-I FURNANCE-II

Quantity (MT) NIL NIL NIL NIL

Total Cost ( Rs In Lakhs) NIL NIL NIL NIL

Average Rate/ MT ( Rs) NIL NIL NIL NIL

Average Rate/ KL ( Net of Modvat) (Rs) NIL NIL NIL NIL

4 LPG

Quantity (MT) NIL NIL NIL 0.19

Total Cost ( Rs In Lakhs) NIL NIL NIL 0.1223

Average Rate/ MT ( Rs) NIL NIL NIL 0.64331

Average Rate/ MT( Net of Modvat) (Rs) NIL NIL NIL

Consumption per sq mtr of production of

5 Companys products on 2m/m basis

Production NIL NIL NIL NIL

Coal(MT) NIL NIL NIL NIL

lpg(mt) NIL NIL NIL NIL

Furnance Oil( KL) NIL NIL NIL NIL

Electricity NIL NIL NIL NIL

RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION :

There was no expences regarding Research and Development and Trechnology Absorption

during the year ended 31st March, 2017

By the order of the Board of Directors

FOR IAG GLASS COMPANY LIMITED

NUKULA CHAMPATI

Dated : Kolkata, 30th March, 2017 Whole-Time Director

DIN-01420541


51

Annexure- C

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,


We have conducted the Secretarial Audit of the compliance of applicable statutory provisions

and the adherence to good corporate practices by M/s IAG Glass Company Limited (CIN-

L26101WB1956PLC023174) (hereinafter called the Company). Secretarial Audit was conducted

in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing our opinion thereon.

Based on our verification of M/s IAG Glass Company Limited books, papers, Minute Books,

Forms and Returns filed and other records maintained by the Company and also the information

provided by the Company, its officers, agents and authorized representatives during the conduct

of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit

period covering the Financial Year ended on the 31st March, 2017 complied with the statutory

provisions listed hereunder except few which has been mentioned in this report and also that

the Company has proper Board-processes and compliance mechanism in place to the extent,

in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, Minute Books, Forms and Returns filed and other

records maintained by M/s IAG Glass Company Limited for the financial year ended on 31st

March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Companies Act, 1956 (to the extent applicable) (the

Act) and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to

the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings; Not applicable to the Company during the Audit period as there was no

Foreign Direct Investment made by the Company during the Audit period and there was

no Oversea Direct Investment and/or External Commercial Borrowing made by the

Company during the Audit period.


52

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board

of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

(b) The Securities and Exchange Board India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;

(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993: The Company has appointed M/s CB Management Services Private Limited

who provides share registration and related services;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008- Not Applicable to the Company during the Audit Period as the Company did not issue or

list any debt instrument during the Audit period;

(f) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not

Applicable to the Company during the Audit Period as the Company did not delist any of its

equity shares during the Audit period;

(g) Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998- Not

Applicable to the Company during the Audit Period as the Company did not buy back any of its

securities during the Audit period;

(h) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015;

(vi) We have relied on the representations made by the Company and its Officers for systems and

mechanism formed by the Company for compliances under other applicable Acts, Laws and

Regulations to the Company.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)

Regulations, 2015;

Note : Due to non-appointment of Compliance Officer during the period under review, the

Company has not fully complied with the requirements of the Stock Exchanges, SEBI

and other authorities during the period under review.

During the period under review the Company has complied with the provisions of the Act,

Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following

observations:

1. The status of the Company during the financial year has been that of a Listed Public Company.

Note: Trading in BSE and CSE is suspended from 20th April 2012 due to the non-

compliances of certain provisions of the Companies Act, 2013 and SEBI Regulations.


53

2. The Directors have complied with the disclosure requirements in respect of their eligibility of

appointment. Their being an Independent Compliance Code of Business Conduct & Ethics for

Directors and Management Personnel.

3. The Directors have complied with the requirements as to disclosure of interests and concerns

in contracts and arrangements, shareholdings/debenture holdings and directorships in other

companies and interests in other entities.

4. The Company has defaulted in the repayment of secured and unsecured loans, facilities granted

by bank(s)/financial institution(s).

5. The Company has not appointed a Whole Time Company Secretary during the period under

review i.e. F.Y. 2016-17. But later on the Company at its Board Meeting held on 04th April,

2017, appointed Ms. Maimuna Rashida as a Company Secretary and Compliance Officer of

the Company.

6. The Company has not paid all its statutory dues and satisfactory arrangements have been

made for arrears of any such dues.

7. The Company (listed on BSE Limited and The Calcutta Stock Exchange Ltd.) has not complied

fully with the provisions of the SEBI Regulations.

In respect of other laws specifically applicable to the Company, we have relied on information/

records produced by the Company during the course of our audit and the reporting is limited to

that extent.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors and Independent Directors. There was cessation of MS.

SAKTIKA SARKAR due to her resignation. MS. RUMA HUSSAIN was appointed as an Additional

Director of the Company during the year under review.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed

notes on agenda were sent at least seven days in advance and a system exists for seeking and

obtaining further information and clarifications on the agenda items before the meeting and for

meaningful participation at the meeting.

We further report that there needs more adequate systems and processes in the Company

commensurate with the size and operations of the Company to monitor and ensure compliance

with applicable laws, rules, regulations and guidelines.

For JAISWAL A & CO.

Arun Kumar Jaiswal (Proprietor)

Place: Kolkata Practicing Company Secretary

Date : 30.05.2017 Mem. No.29827; C.P. No- 12281

NOTE- This report is to be read out with our letter of even date which is annexed as Annexure I and

forms an integral part of this report.


54

ANNEXURE - I

(TO THE SECRETARIAL AUDIT REPORT OF


FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

To,

The Members,


Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Records is the responsibility of the Management of the Company.

Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the Audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the Secretarial records. The verification

was done on test basis to ensure that correct facts are reflected in Secretarial Records. We

believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of

Accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance

of Laws, Rules and Regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable Laws, Rules, Regulations

and Standards is the responsibilities of the management. Our examination was limited to the

verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company

nor of the efficacy or effectiveness with which the management has conducted the affairs of the

Company.

For JAISWAL A & CO.

ARUN KUMAR JAISWAL

Practicing Company Secretary

Place : Kolkata Proprietor

Date : 30.05.2017 Mem. No.29827; C.P. No- 12281


55

ANNEXURE - 2

To, The Members


30, Chittaranjan Avenue, 4th Floor

Kolkata-700012

SUBJECT : Declaration of Independence under Companies Act, 2013 & SEBI (Listing

Obligation & Disclosure Requirements) Regulations, 2015

I, Mohammad Maroof, hereby certify that I am a Non-Executive Independent Director of IAG

GLASS COMPANY LIMITED and comply with all the criteria of independent director envisaged

under Section 149 (6) and SEBI (Listing Obligation & Disclosure Requirements) Regulations,

2015. I hereby certify that:

1. I am not and never have been in the past the promoter of the Company, its holding, subsidiary

or associates Company.

2. I am not related to promoters or Directors of the Company, its holding, Subsidiary or Associate

Company;

3. Apart from receiving director's remuneration in the form of sitting fee, I do not have any material

pecuniary relationships or transactions with the company, its holding, subsidiary or Associate

Company or promoters and directors thereof in immediate past 2 financial Year and in the

current financial year;

4. None of my relatives has or had pecuniary relationship or transaction with the company, its

holding, subsidiary or associate company, or their promoters, or directors, amounting to two

percent or more of its gross turnover or total income or fifty Lakh rupees, during the two

immediately preceding financial years or during the current financial year;

5. Neither I nor any of my relatives:

(i) Holds or has held the position of key managerial personnel or is or has been employee of the

company or its holding, subsidiary or associate company in any of the immediately preceding

three financial years,

(ii) s or has been an employee or proprietor or a partner, in any of the immediately preceding three

financial years of,

(iii) a firm of auditors or company secretaries in practice or cost auditors of the company or its

holding, subsidiary or associate company; or

(iv) any legal or a consulting firm that has or had any transaction with the company, its holding,

subsidiary or associate company amounting to ten per cent or more of the gross turnover of

such firm;


56

(v) is a Chief Executive Officer or Director of any Non Profit organisation which receive 25% or

more of its receipt from the Company, its holding, Subsidiary, or associates Company or its

promoter or Director thereof or which holds two per cent. Or more of the total voting power of

the company.

(vi) Hold together with the relatives 2% or more of the total voting power.

(vii) I am not a material supplier, service provider or customer or a lessor or lessee of the company;

(viii) I am not less than 21 year.

I undertake that I shall take prior approval of the Board of Directors if and when I have any such

relationship or transaction whether material or not and if fail to do so I shall cease to become an

Independent Director.

Date: 30.05.2017

Place: Kolkata Mohammad Maroof

Director


57

ANNEXURE - 2

To, The Members



Kolkata-700012



I, Pradip Roy, hereby certify that I am a Non-Executive Independent Director of IAG GLASS

COMPANY LIMITED and comply with all the criteria of independent director envisaged under

Section 149 (6) and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. I

hereby certify that:




Company;













(ii) is or has been an employee or proprietor or a partner, in any of the immediately preceding

three financial years of,




58



such firm;

(v) Is a Chief Executive Officer or Director of any Non Profit organization which receive 25% or


promoter or Director thereof or which holds two per cent or more of the total voting power of the

company.


(vi) I am not a material supplier, service provider or customer or a lessor or lessee of the company;

(vii) I am not less than 21 year.




Date: 30.05.2017

Place: Kolkata PRADIP ROY

Director


59

ANNEXURE - 2

To, The Members



Kolkata-700012



I, Ruma Hussain, hereby certify that I am a Non-Executive Independent Director of IAG GLASS

COMPANY LIMITED and comply with all the criteria of independent director envisaged under

Section 149 (6) and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. I

hereby certify that:




Company;













(ii) is or has been an employee or proprietor or a partner, in any of the immediately preceding

three financial years of,





such firm;


60

(v) Is a Chief Executive Officer or Director of any Non Profit organization which receive 25% or


promoter or Director thereof or which holds two per cent or more of the total voting power of the

company.


(vi) I am not a material supplier, service provider or customer or a lessor or lessee of the company;

(vii) I am not less than 21 year.




Date: 30.05.2017

Place: Kolkata RUMA HUSSAIN

Director


61

D. Basu & Co. FD 148, Salt Lake City

Chartered Accountants Kolkata-700106

INDEPENDENT AUDITORS' REPORT

To the members of IAG Glass Company Limited

Report on the financial statements

We have audited the accompanying financial statements of IAG Glass Company Limited which

comprise the Balance Sheet as at 31st March 2017, and statement of Profit & Loss and Cash

Flow Statement for the year then ended, and a summary of significant accounting policies and

other explanatory information.

Management's Responsibility for the 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 and presentation of these

financial statements that give a true and far 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 the maintenance

of adequate accounting records in accordance with the provisions of the act for safeguarding

the assets of the company and for preventing and detecting the frauds and other irregularities;

selection and application of appropriate accounting policies: making judgment and estimates

that are reasonable and prudent; and design, implementation and maintenance of internal

financial control, 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 misstatements, whether due to fraud or

error.

Auditor's responsibility

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

We have taken into accounts 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 rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section

143 (10) of the Act and other applicable authoritative pronouncements issues by the Institute of

Chartered Accountants of India. Those Standards and pronouncements 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on the auditor's


62

judgment, including the assessment of risk of material misstatements of the financial statements,

whether due to fraud or error. In making those risk assessments, the auditor considers 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 controls system over financial reporting and the operating

effectiveness of such controls. An audit also includes evaluating the appropriateness of

accounting policies used and the reasonableness of the accounting estimates made by 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us,

the financial statements subject to qualified opinion given below and read together with the

notes and significant accounting policies thereon, and attached thereto give the information

required by the Companies Act 2013 in the manner so required and in view of qualifications we

are unable to confirm whether the accounts give a true & fair view in conformity with the

accounting principles generally accepted in India.

a) In the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2017.

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

c) In the case of the Cash Flow Statement of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. 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 Act, we give in the

Annexure "A" statements on the matters specified in paragraphs 3 and 4 of the order.

2. As required by section 143 (3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit.

b. In our opinion proper books of account as required by law have not been properly maintained

by the company so far as appears from our examination of those books

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this

Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement

comply with accounting standards referred to in section 133 of the Companies Act, 2013, read

with rule 7 of the Companies(Accounts) Rule, 2014, except non provisions of depreciation, non

provisions/deductions of P.F., Pension, ESI and other statutory dues against payment of salary

& wages, non provisions of Gratuity, Bonus & Leave encashment, non provisions of interest on


63

Unsecured loans, non provisions of impairments loss on Fixed Assets, cash basis treatment of

Administrative & Other expenses and as disclosed in qualified opinion mentioned below. Financial

impact of the same could not be ascertained at this stage.

e. On the basis of written representation received from the directors as on March 31, 2017, and

taken on record by the Board of directors, none of the directors is disqualified as on March 31,

2017 from being appointed as a director in terms of sub section(2) of section 164 of the

Companies Act 2013 except one director.

f. With respect to the adequacy of the internal financial controls over financial reporting of the

company and the operating effectiveness of such controls, refer to our separate Report in

"Annexure B". Our report expresses an unmodified opinion on the adequacy and operating

effectiveness of the company's internal financial controls over financial reporting.

g. 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, if any( Refer note No 26)

(ii) The Company did not have any long-term contracts including derivative contracts for which

there were any material foreseeable losses.

(iii) There were no amounts, required to be transferred, to the Investor Education and Protection

Fund by the Company.

(iv) The company has provided requisite disclosures in its financial statements as regards dealing

in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016 and

these are in accordance with the books of accounts maintained by the company. (Refer Note

No- 34)

Qualified Opinion

(a) The Company has not followed the SEBI guidelines of publishing of unaudited financial results

of the year within the prescribed time.

(b) Due to closure of Factory during the year we could not visit the Factory and as such we have

relied upon consumption and stock statements of Inventory as certified by the management.

(c) These Accounts have been prepared on going concern basis. Net Worth of the company has

been fully eroded. However, in our opinion, the ability of the Company to continue as a going

concern depends on introduction of sufficient injection of funds and its profitability.

(d) As stipulated by the State Bank of India, Unsecured Loans of Rs 24.50 crores obtained by the

Company from a party had to be converted into Non Cumulative 0% dividend paying Preference

Shares within March 2010. Out of the above, Rs.6.50 crores Preference Shares have been

issued so far and the balance remains outstanding. No interest has been provided on other


64

inter corporate loans. During the year the company has taken Rs 64.19 Lacs unsecured loan

from a party.

(e) Gratuity premium of Rs.22.76 Lakhs claimed by L.I.C during the year for 2008-09 have not

been paid. Loans of Rs.72.40 Lakhs taken by the Company from the Gratuity fund have not

been repaid. Employees Group Gratuity Policy with LIC of India has not been renewed and the

gratuity for the year has not been provided for.

(f) In absence of reconciliation and balance confirmation from unsecured Loans received, debtors,

creditors, advances and deposits, we have relied on the company's book balances and is

subject to scrutiny. There are several debit/credit balances of different debtors/creditors for

which no party wise details were available. Substantial amounts due from debtors, other debts

and advances to suppliers appear to be doubtful of recovery. We are unable to quantify the

same at this stage.

(g) Depreciation on tangible assets has neither been provided for last 5 years nor the useful lives

together with scrap percentage of the assets has been determined by the company.

(h) Interest have not been provided on the unsecured loans taken from two parties as the matter

is subjudice.

(i) Fire and burglary insurances of the factory expired on 31.12.2010 and are yet to be renewed.

(j) No provisions have been made for wages & salary for Factory for the period from 01.07.2016

to 31.03.2017. Statutory dues pertaining to salary & wages paid have neither been deducted

nor provided.

(k) Service Tax, Excise Duty & Cenvat recoverable balances need reconciliation and adjustment

with the Excise Records.

(l) We have been informed that various bank accounts of the Company have been attached by

the Income tax and P.F. Authorities.

(m) We observed substantial cash transactions and same should be avoided.

(n) Capital work-in-Progress amounting to Rs.986.85 lakhs out of Rs.1052.82 lakhs is

outstanding for a long time and needs to be looked into.

(o) We have been informed that the company has no possessional right on the premises at 3

Hungerford Street, Kolkata, 700017 and E-auction Sale notice has been issues for the same.

(Refer note no. 32)

For D. Basu & Co.Chartered Accountants

Firm Registration No. 301111E

Place: Kolkata Malay Bhaduri, FCA

Date: 30.05.2017 Membership/C.P. No.:012724


65

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to paragraph (1) under the heading "Report on Other legal and regulatory

requirements" of Independent Auditors' report of even date :

On the basis of such checks as we consider appropriate and according to the information and

explanations given to us during the course of audit, we report that:

(i)

(a) The company has maintained proper records showing full particulars, including quantities details

and situation of fixed assets but need to be updated.

(b) No physical verification has been conducted by the management during the year and as such

we are unable to comment whether there is material discrepancies with book records. Technical

assessment is required to be made to determine condition/obsolation.

(c) As explained to us that the title deeds of immovable properties are held in the name of the

company but are mortgaged against bank finance

(ii) As informed by the management, during the year no physical verification of Inventory have

been conducted.

No records of inventories were made available to us, hence we are unable to comment whether

there is material discrepancies with book records.

Step should be taken to indentify obsolete / damage inventories.

iii) The Company has not granted any loan secured or unsecured to any companies, firms or

other parties covered in the register maintained under section 189 of the Companies Act,2013

( the Act ).

iv) According to the information and explanations given to us, the Company has complied with the

provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of investments,

guarantees and securities.

v) The Company has not accepted any deposits from the public within the meaning of Section

73,74,75 and 76 of the Act and the rules framed there under to the extent notified.

(vi) No cost records has made available to us.

(vii)

(a) In our opinion and according to the information and explanations given to us, the Company is

not regular in depositing with appropriate authorities undisputed statutory dues in respect of

provident fund, investor education protection fund, employees state insurance, income tax,

sales tax, excise duty, service tax and other statutory dues applicable to it.


66

(b) According to the information and explanations given to us, there are no undisputed amounts

payable in respect of income tax, sales tax, excise duty, service tax etc., as at 31.03.2017

except the following statutory dues are outstanding for more than six months as at the end of

the financial year.

Particulars Amount (Rs. In Lakhs)

Provident Fund 207.77

Interest On Employees State Insurance 0.79

Tax Deducted At Sources(Payable) 22.53

Sales Tax 16.48

Consumer Durable Loan 19.56

Recurring Deposit/CTD with Post Office 20.40

LIC(Factory) 32.61

Salary & wages(Head Office & Factory) 586.56

Employees State Insurance 73.69

Statutory Bonus(2008-2009)

(For 2009-10 to 2015-16 amount not ascertained) 12.56

Interest, due on Bank Loans, not paid 7764.06

Gratuity Premium 68.25

Term Loan and Cash credit from Banks and financial institution 4478.99

(c) According to records of the company the undernoted dues of Sales Tax, Income Tax, Excise

duty and Provident Fund are pending on account of disputes:

Name of the Statute

Nature of Dues Amount (Rs. In Lakhs)

Period to which the amount relates

Forum where dispute is

pending 1 The Central Excise Act,

Excise duty Leviable on special packing & forwarding

Unascertainable 1987 CEGAT-DELHI

2 Income Tax Act, 1961

Exchange Fluctuation Losses on foreign currency loan

Unascertainable 1989-1990 to 1992-1993

IT Deptt.

3 The Employees Provident Fund & Misc Act, 1952

Penal Damage 214.68(Net of Deposit of Rs. 25 Lakhs)

April 2001 to September 2004

Employees P.F Appellate Tribunal, New Delhi

4 West Bengal Sales Tax Act, 1949

Import of machinery for Repair treated as turnover(ex-parte)

26.01 2003-04 West Bengal Sales Tax Tribunal, remanded back to Department for examination.


67

(viii) The Company is has not made payments of interest and installment to banks / financial

institution loan of Rs. 4478.99 lakhs and interest of Rs. 7764.06 lakhs

(ix) Neither any term loan has been obtained nor any money was raised by way of initial public

offer or further public offer (including debt instruments) by the Company during the year.

(x) During the course of our examination of the books of account carried out in accordance with

the generally accepted auditing practices in India, as far as verified by us, we have neither

come across any incident of fraud by the Company or on the Company by its officers or

employees nor have we been informed of any such cases by the management.

(xi) The managerial remuneration has been paid or provided in accordance with the provisions of

Section 197 read with Schedule V of the Act.

(xii) The Company is not a Nidhi Company, accordingly paragraph 3(xii) of the Order is not applicable.

(xiii) The details of related parties transactions have been disclosed in the Financial Statements as

required by AS-18.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully

or partly convertible debentures during the year.

(xv) According to information and explanations by the management the Company has not entered

into any non-cash transactions with the directors or persons connected with him.

(xvi) The Company is not required to be registered under Section 451A of the Reserve Bank of India

Act, 1934.

For D BASU & CO.Chartered Accountants


Malay Bhaduri, FCA

Membership/C.P No.:012724

Place: Kolkata

Date: 30/05/2017


68

ANNEXURE “B” TO THE INDEPENDENT AUDITORS’ REPORT

Referred to paragraph 2 (f) under the heading “Report on Other legal and regulatory

requirements” of the Independent Auditors’ report of even date of the members of IAG GLASS

COMPANY LIMITED on the financial statements for the year ended March 31, 2017.

Report on the Internal financial controls under Clause (i) of Sub- section 3 of section 143 of the

Act.

1. We have audited the internal financial controls over financial reporting of IAG Glass Company

Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the financial

statement of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial controls.

The Company’s management is responsible for establishing and maintaining internal financial

controls based on the internal control over financial reporting criteria established by the company

considering the essential components of internal controls stated in the Guidance Note on Audit

of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered

Accountants of India (ICAI). These responsibilities include the design, implementation and

maintenance of adequate internal Financial controls that were operating effectively for ensuring

the orderly and efficient conduct of its business, including adherence to company’s policies, the

safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and

completeness of the accounting records, and the timely preparation of reliable Financial

information, as required under the Act.

Auditor’s Responsibility

2 Our responsibility is to express an opinion on the Company’s internal financial controls over

Financial reporting based on our audit. We conducted our audit in accordance with the Guidance

Note on Audit of Internal Financial Over Financial Reporting (the “Guidance Note”) and the

Standards on Auditing deemed to be prescribe under section 143 (10) of the Act to the extent

applicable to an audit of internal controls, both applicable to an audit of internal financial controls

and both issued by the ICAI. Those standards and the Guidance Note require that we comply

with ethical requirements and plan and perform the audit to obtain reasonable assurance about

whether adequate internal controls over financial reporting was established and maintained

and if such controls operated effectively in all material respects.

3. Our audit involves performing procedures to obtain audit evidence about the adequacy of the

internal financial controls system over financial reporting and their operating effectiveness. Our

audit of internal financial controls over financial reporting included obtaining an understanding

of internal financial controls over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and reporting effectiveness of internal controls

based on the assessed risk. The procedure selected depended on the auditors’ judgment,

including the assessment of the risks of materials misstatement of the financial statements,

whether due to fraud or error.


69

4. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion on the Company’s internal financial controls system over financial

reporting.

Meaning of Internal Financial Controls Over Financial Reporting

5. A company’s internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purpose in accordance with generally accepted accounting

principles. A company’s internal financial control over financial reporting includes those policies

and procedures that (1) pertain to the maintenance of records that, in reasonable details,

accurately and fairly reflect that transactions and depositions of the assets the company; (2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the company are being made only in accordance with authorizations

of management and directors of the Company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

assets that could have a materials effect on the financial statement.

Inherent Limitation of Internal Financial Controls Over Financial Reporting

6. Because of the inherent limitations financial control over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements

due to error or fraud may occur and not be detected. Also, projections of any evaluation of the

internal financial controls over finaial reporting period are subject to the risk that the internal

financial control over financial reporting may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

7. In our opinion, the Company has, in all materials respects, internal financial controls systems

over financial reporting and such internal financial controls over financial reporting were operating

effectively as at March 31, 2017, based on internal control over financial reporting criteria

established by the company considering the essential components of internal control stated in

the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by

the Institute of Chartered Accountants of India. Internal Financial controls systems need

improvement.

For D. BASU & CO.

Chartered Accountants


Place: Kolkata MALAY BHADURI, FCA

Date: 30/05/2017 Membership/C.P. No.:012724


70

In terms of our report attached.FOR D BASU & CO.Chartered Accountants Vijay JoshiFirm Registration No: 301111E WholeTime Director

Din-0108878 Malay Bhaduri, FCA Partner Nakula ChampatiMembership No. : 012724 WholeTime Director

Din-01420541

BALANCE SHEET AS AT 31 MARCH, 2017

Particulars Note No. As at 31 March, 2017 As at 31 March, 2016

A EQUITY AND LIABILITIES Rs. Lakhs Rs. Lakhs

1 Shareholders' funds(a) Share capital 2 1,293.94 1,293.94(b) Reserves and surplus 3 (11075.92) (9054.35)

(9781.98) (7760.41)2 Non-current liabilities

(a) Long-term borrowings 4 1,718.66 1,718.66(b) Deferred tax liabilities (net) 36 500.98 500.98(c) Long term Provisions 5 172.20 172.20

2,391.84 2,391.843 Current liabilities

(a) Short-term borrowings 6 6,870.66 6,817.35(b) Trade payables 7 4,651.00 4,712.67(c) Other current liabilities 8 9,571.52 7,586.67(d) Short-term provisions 9 68.25 68.25

21,161.43 19,184.94

TOTAL 13,771.29 13,816.37

B ASSETS1 Non-current assets

(a) Fixed assets(i) Tangible assets 10.a 6,995.78 6,995.78(ii) Capital W I P 1,052.82 1,052.82

8,048.60 8,048.602 Non Current Investment 11 0.63 0.633 Current assets

(a) Current Investments(b) Inventories 12 1,112.87 1,154.01(c) Trade receivables 13 2,083.25 2,083.25(d) Cash and cash equivalents 14 1.44 7.10(e) Short-Term Loans and advances 15 282.88 282.01(f) Other current assets 16 2,241.62 2,240.76

5,722.06 5,767.13

TOTAL 13,771.29 13,816.36

Significant Accounting Policies 1Notes on Financial Statements 2 to 39


Place: KolkataDate : 30/05/2017

71

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2017

Particulars Note For the year ended For the year endedNo. 31 March, 2017 31 March, 2016

(Lakhs) (Lakhs)

1 INCOME Revenue from operations (gross) 22.62 563.54 Less: Excise duty 2.51 62.62 Revenue from operations (net) 20.11 500.92 Other income 17 30.59 3.31 Total revenue (1+2) 50.70 504.23

2 EXPENSES Manufacturing &

Other operational Expenses 18 3.53 18.04 Changes in Inventories 19 36.55 498.55

Employee benefits expense 20 58.84 71.34 Finance Cost 21 1,941.35 2,366.75 Central excise duty on Closing Stock 0.67 3.16 Depreciation and amortisation expense - - Adminstrative & Other expenses 22 31.32 199.40 Total expenses 2,072.26 3,157.24 Profit / (Loss)

before extraordinary items and tax (2,021.56) (2,653.01) Profit / (Loss) before tax (2,021.56) (2,653.01) Tax expense: (a) Current tax expense for current year --- --- (b) (Less): MAT credit (where applicable) --- --- (c) Current tax expense relating to prior years --- --- (d) Deferred tax --- --- Profit / (Loss) from operations (2021.56) (2,653.01) Earnings per share (of Rs 10/- each): (a) Basic (31.40) (41.20) (b) Diluted (31.40) (41.20) Significant Accounting Policies 1 Notes on Financial Statements 2 to 39


In terms of our report attached.FOR D BASU & CO.Chartered Accountants Vijay JoshiFirm Registration No: 301111E WholeTime Director

Din-0108878 Malay Bhaduri, FCA Partner Nakula ChampatiMembership No. : 012724 WholeTime Director

Din-01420541Place: KolkataDate : 30/05/2017

72

` ` ` `

A. Cash flow from operating activities

Net Profit / (Loss) before extraordinary items and tax (2,021.56) (2,653.01)

Adjustments for:

Depreciation and amortisation - -

Interest Income on Fixed Deposit - -

(Profit) / loss on sale / write off of assets - -3.31

Finance Cost 1,941.35 2,366.75

1,941.35 2,363.44

Operating profit / (loss) before working capital changes (80.21) (289.57)

Changes in working capital:

Adjustments for (increase) / decrease in operating assets:

Inventories 41.14 503.19

Trade receivables - 529.17

Short-term loans and advances (0.87) -24.59

Long-term loans and advances

Other current assets (0.86) -21.69

Adjustments for increase / (decrease) in operating liabilities:

Short term borrowings 53.31 402.40

Trade payables (61.67) -51.09

Other current liabilities 1,984.85 1,322.10

Other long-term liabilities - -

2,015.90 2,659.49

1,935.69 2,369.92

Cash flow from extraordinary items

Cash generated from operations

-

Net cash flow from / (used in) operating activities (A) 1,935.69 2,369.92

B. Cash flow from investing activities

- -15.97

Fixed deposits -

Proceeds from sale of fixed assets - 3.31

Interest on Fixed Deposit - -

- (12.66)

Net cash flow from / (used in) investing activities (B) - (12.66)

C. Cash flow from financing activities

Proceeds from issue of equity shares - -

Proceeds from shares application money - -

Inflow of long-term borrowings - -

Repayment of other short-term borrowings - -

Finance cost (1,941.35) -2,366.75

(1,941.35) -2,366.75

Cash flow from extraordinary items - -

Net cash flow from / (used in) financing activities (C) (1,941.35) (2,366.75)

Net increase / (decrease) in Cash and cash equivalents (A+B+C) (5.66) (9.49)

Cash and cash equivalents at the beginning of the year 7.10 16.59

Cash and cash equivalents at the end of the year 1.44 7.10

Cash and cash equivalents at the end of the year

(a) Cash on hand 0.40 5.92

1.04 1.18

- 1.44 - 7.10

Notes:

(i) The Cash Flow Statement reflects the combined cash flows pertaining to continuing operations.

In terms of our report attached.

For D Basu & Co.

Chartered Accountants

Firm Registration No: 301111E

Vijay Joshi

WholeTime Director

Din-0108878

Malay Bhaduri, FCA

Membership/C.P. No. : 012724 WholeTime Director

Place: Kolkata Din-01420541

Date:

Cash Flow Statement for the year ended 31 March, 2017

Nakula Champati

(i) In current accounts

For the year ended

31 March, 2016

Net income tax (paid) / refunds

Capital expenditure on fixed assets, including capital advances

Short-term loans and advances For the year ended

31 March, 2017

Effect of exchange differences on restatement of foreign currency

Cash and cash equivalents

(b) Balances with banks

(ii) In deposit accounts with original maturity of less than 3

months

For and on behalf of the Board of Directors

See accompanying notes forming part of the financial statements


30/05/2017

73

NOTES ON FINANCIAL STATEMENTSNote-1Summary of Significant Accounting Policies

a. Basis of preparation of financial statements

A.1 The financial statements have been prepared under the historical cost convention as modified by revaluation ofcertain fixed assets.

A.2 Income and expenditure are accounted for on accrual basis in accordance with the normally accepted accountingprinciples except insurance and other claims which, due to uncertainty in realization are accounted for on cashbasis.

b. Fixed assetsFixed assets are stated at cost less depreciation, together with resultant write up due to Revaluation. Cost comprisesprocurement price, attributable charges including interest and foreign currency conversion effect on term loansfunding the particular assets.

c. Depreciation & Amortization:

(a) Depreciation on Fixed Assets (Tangible), have been provided in the accounts in accordance with the rates asper Schedule XIV of the Companies Act,1956 as under:

(i) All additions prior to 1988-89 on reducing balance method.

(ii) Additions after 1988-89 on straight-line Method.

Note- The Company shall consider Fixed Assets (Tangible) vis-à-vis Depreciation as per Schedule II of the CompaniesAct, 2013 in future.

d. Investments:Quoted investments are stated at lower of cost or market value.

Un-quoted/Long term investments are considered at cost. Unless there is a permanent decline in value thereof, inwhich case adequate provisions is made against the diminution in the value of investments.

e. Inventories:Valued in confirmative with Accounting Standard-2 as under:

Raw Materials, packing materials, weighted average basis at lower of cost.

Stores and Spares (Insurable Spares) on net realizable value.

Goods in Process and Partly mfg. goods at lower of cost or net realizable value

Finished Goods at lower of cost or net realizable value

(Excise duty impact on stock lying at Factory warehouse have been provided for in the accounts and also includedin the valuation of stocks in Conformity with AS-2)

f. Sales:Sales (Excluding trading sales of imported glass and other items) are inclusive of Central Excise Duty. Revenuefrom sale of Goods are recognized upon passage of little to goods to the customers.

g. Foreign Exchange transactions

Transactions in foreign currency have been accounted for at the exchange rates prevailing on the dates of therespective transactions.

Foreign exchange liabilities not covered by forward exchange contracts have been translated at the exchange rateprevailing at the year end. Gain or losses arising on the re-alignment of such liabilities except to the extent these arerelated to fixed assets, have been charged to the statement of profit & Loss under the respective revenue heads.

h. Retirement and other employee benefitI. Defined Contribution Plan

Company’s contribution to Provident Fund is charged to statement of Profit & Loss of the year when contribution tothe funds are due. The Company has no obligations other than the contribution payable to respective authorities.

II. Defined Benefit Plan1. The Company has created an approved gratuity fund which has taken a group insurance policy with Life Insurance

Corporation of India.

2. Liability in respect of leave encashment, due on retirement, is accounted for in Confirmation with AS-15

3. Medical benefits of the employees not covered by E.S.I are accounted for on cash Basis.

i. Income TaxProvision for current tax is made based on the liability computed in accordance with relevant tax rate and laws.Deferred Tax is recognized, subject to consideration of prudence, on timing difference, being the difference betweentaxable and accounting Income that originates in one period and are capable of reversal in one or more subsequentperiods. Deferred assets is not recognized on un-absorbed depreciation or carry forward losses unless there isvirtual certainty and convincing evidence that there will be sufficient future taxable income available to realize suchassets.

j. Impairment of fixed assetsIn case, the recoverable amount of fixed assets is lower than its carrying amount, a provision is made for impairmentloss.


74

Note 2 (i) : Reconciliation of the number of shares and amount outstanding at the beginning and atthe end of the reporting period:

Particulars Opening Balance Fresh issue Bonus Closing Balance

Equity shares with voting rights Year ended 31 March, 2016 - Number of shares Equity shares 6,439,400 6,439,400 Preference shares 6,500,000 6,500,000 - Amount ( Rs. Lakhs) Equity shares 643.94 643.94 Preference shares 650.00 650.00 Year ended 31 March, 2017 - Number of shares Equity shares 6,439,400 6,439,400 Preference shares 6,500,000 6,500,000 - Amount ( Rs. Lakhs) Equity shares 643.94 643.94 Preference shares 650.00 650.00 Note 2(ii) : Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at 31 March, 2017 As at 31 March, 2016 Number of shares % holding in that Number of shares % holding in that

held class of shares held class of shares Equity shares with voting rights Anjaniputra Ispat Ltd 2,088,904 32.44% 2,088,904 32.44%

Note 2 Share capital

Particulars As at 31 March, 2017 As at 31 March, 2016

Number of shares Rs. Lakhs Number of shares Rs. Lakhs(a) Authorised Share Capital

Equity shares of Rs 10/-each with voting rights 7,500,000 750.00 7,500,000 750.00

Preference shares (0%) of Rs 10/- each non-cumulative 6,500,00 650.00 6,500,000 650.00

1,400.00 1,400.00(b) Issued , Subscribed and fully paid up

Equity shares of Rs 10/- each -issued for cash 2,869,700 286.97 2,869,70 286.97 -issued for consideration other than cash 350,000 35.00 350,000 35.00 -issued as Bonus shares on capitalisation of Share premium 3,219,700 321.97 3,219,700 321.97 6,439,400 643.94 6,439,400 643.94

Non-cumulative Preference shares (0%) of Rs.10/-each -issued against satisfaction of unsecured loan 6,500,000 650.00 6,500,000 650.00

1,293.94 1,293.94

k. Contingencies:

Liabilities which are material and whose future outcome cannot be ascertained with reasonable

certainty are treated as contingent and disclosed by way of notes to the accounts.


75

Note - 3 : Reserves and surplus


Rs. Lakhs Rs. Lakhs

Capital Reserve

Subsidy from Govt. of Bihar 0.32 0.32

Securities premium account 1.97 1.97

Revaluation Reserve

As per Balance Sheet 1,612.22 1,612.22

Less: Depreciation on revalued assets - -

Surplus /(Deficit) in statement of Profit and loss

Opening Balance (10,668.87) (8,015.85)

Add: Profit / (Loss) for the year (2,021.56) (2653.02)

(12,690.43) (10668.87)

Total (11075.92) (9054.36)


Note 4 Long-term borrowings

Particulars As at 31 March, 2017

As at 31 March, 2016

Rs. Lakhs Rs. Lakhs

(a) Term loans (Secured)

From State Bank of India, Commercial Branch, Kolkata 1,030.56 1,030.56

From Punjab National Bank, Ranchi 659.62 659.62

(b) Long term Loans (against hypothecation of Motor car, DG set

payloader) 28.48 28.48

Total 1,718.66 1,718.66

(a) Term loans from two scheduled banks against pari pasu charges on equitable mortgage of existing and

proposed plant & machinary, factory land, building and all other fixed assets of the company and

hypothecation of all movable assets of the compnay. In addition, first charge on company's land, head office building situated at Kolkata, and at Sodepur,West Bengal and at Bhurkunda, Jharkhand and personal

guarantee of a director and three coporate guarantors.

(b) No instalment payment against principal amount and interest have been made diurng the year.

Note 5 Long-term Provisions



Rs. Lakhs Rs. Lakhs

Customs duty (EPCG) 172.20 172.20

Total 172.20 172.20

76

Note 6 Short-term borrowings


Secured Unsecured Secured Unsecured

Rs. Lakhs Rs. Lakhs Rs. Lakhs Rs. Lakhs

Cash credit from State Bank of India and Punjab National Bank-secured - -

against pari-passu charges on hypothecation of inventories as per note-12 book

debts both present & future and in addition first charge on company's land, Head

Office buildings sit uated at Kolkata, at Sodepur, West Bengal and at Bhurkunda,

Jharkhand and personal guarantee of a director and three corporate guarnators

SBI 1950.64 1958.90

PNB 838.17 838.17

Inter corporate loans from related parties 2690.13 2692.75

Other Short Term Borrowings 1,391.72 1,327.53

2 ,788.81 4,081.85 2,797.07 4,020.28

Note 7 Trade Payables


Rs. Lakhs Rs. Lakhs

(a) Trade payables:

(i) Other Acceptances 4,651.00 4,712.67

Total 4,651.00 4,712.67

Note 8 Other Current Liabilities

Particulars As at 31 March, 2017 As at 31

March, 2016

Rs. Lakhs Rs. Lakhs

Interest accrued and due on borrowings

On Unsecured Loan 22.94 22.94

On Bank Loan 7,764.06 5,822.71

Security Deposits 103.83 103.83

Capital Advance 32.80 32.80

Other liabilities

- Duties, taxes & other Payables 626.49 580.50

- ED on Closing Stock of Finished goods 0.67 3.16

- Advance from customers 1,020.73 1,020.73

Total 9,571.52 7,586.67

Note 9 Short-term provisions



Rs. Lakhs Rs. Lakhs

Provision for Gratuity 68.25 68.25

Total 68.25 68.25


77

Note- 10 Fixed Assets

Description Gross Block Depreciation/Amortisation Net Block

Cost as on Addition / Sales / Cost as on Upto For Upto As on As on1st April’ (Deletion) Adjustments 31st March 31st March the Acquisit Sales / 31st March 31 March 31 March

2016 2017 2016 Year on Adjustment 2017 2017 2016

Tangible Assets

Freehold Land 930.05 - - 930.05 - - - - - 930.05 930.05

Leasehold land 0.08 - - 0.08 0.05 - - - 0.05 0.03 0.03

Roads, dams,Etc 77.19 - - 77.19 43.73 - - - 43.73 33.46 33.46

Buildings 2,823.13 - - 2,823.13 1,248.62 - - - 1,248.62 1,574.51 1,574.51

Plant & machinary 11,593.68 - - 11,593.68 7,231.15 - - - 7,231.15 4,362.53 4,362.53

Vehicles 170.54 - - 170.54 133.40 - - - 133.40 37.14 37.14

Computers 51.24 - - 51.24 32.99 - - - 32.99 18.25 18.25

Furniture , Fixture & equipments 165.57 - - 165.57 125.76 - - - 125.76 39.81 39.81

Total 15,811.48 - - 15,811.48 8,815.70 - - - 8,815.70 6,995.78 6,995.78

Capital work in progress 1,052.82 - - 1,052.82 - - - - - 1,052.82 1,052.82

Total 16,864.30 - - 16,864.30 8,815.70 - - - 8,815.70 8,048.60 8,048.60

Previous Year 16,864.30 - 16,864.30 8,815.70 - - - 8,815.70 8,048.60

Notes:

A. Land & Building at Sodepur & head office Building & Land, Buildings & Structures, Roads, Culverts & Dams atBhukunda factory were revalued during the financial years ended on 31st March’1997 and 31st March’ 1998 repectivelyand resulting surpluses of Rs. 3360.14 lakhs was transferred to reserve arising out of said revaluation.

B. Due to closure of factory during the year, management has decuded not to consider any depreciation on fixedassets.

Note-11 Non current InvestmentsAs at 31st March, 2017 As at 31st March, 2016

Face Value per No. of Book value Face Value per No. of Book valueshare/bond share/bond (Rs.lakhs) share/bond share/bond (Rs.lakhs)

(Rs.) (Rs.)Investment(long term) at costOther than tradeInvestmentsQuotedEquity share inHindustan PilkingtonGlass Works Ltd(Cost Rs. 300/-)* 10.00 50.00 - 10.00 50.00 -

Equity share inUnion Bank of India 10.00 3,600.00 0.58 10.00 3,600.00 0.58(Market valueRs. 561240/- as on31.03.2017)

UnquotedEquity share in TheIndo-Asahi GlassFactory EmployeesCooperative Consumer’sStores Ltd. 10.00 512.00 0.05 10.00 512.00 0.05

0.63 0.63* Market Value not available


78

Note 13 Trade receivables


Rs. Lakhs Rs. Lakhs

(a) Trade receivables outstanding for a period exceeding six months from the date they were due for payment

Unsecured, considered good 2,083.25 2,083.25

Unsecured, considered doubtful 18.81 18.81

2,102.06 2,102.06

Less Provision 18.81 18.81

2,083.25 2,083.25

(b) Other Trade receivables

Unsecured, considered good - -

Total 2,083.25 2,083.25

Note 12 Inventories


Rs. Lakhs Rs. Lakhs

At cost

Raw materials 87.10 87.10

Packing materials 188.67 188.71

Stores & Spares(including Fuels & Oils of Rs. 11.82Lacs) 610.37 614.92

Goods-in-process 188.94 188.94

(Including partly mfd. goods)

At lower of cost or net realisable value

Finished goods 6.01 25.27

Iron & steel materials 31.78 49.07

-

Total 1,112.87 1,154.01


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Note 14 Cash and Cash equivalents

Particulars As at 31 March,

2017

As at 31 March,

2016

Rs. Lakhs Rs. Lakhs

(a) Cash in hand 0.40 5.92

(b) Balances with banks

(i) In current accounts 1.04 1.18

Total 1.44 7.10

Note 15 Short-term loans and advances


2017

As at 31 March,

2016

Rs. Lakhs Rs. Lakhs

Unsecured, considered good

TDS Receivable 33.97 33.97

Balances with government authorities

Customs Duty deposit & Service tax, VAT & other

deposits 248.91 248.04

Total 282.88 282.01

Note 16 Other current assets


2017

As at 31 March,

2016

Rs. Lakhs Rs. Lakhs

Security Deposits 2.10 2.10

Advance to suppliers & Others 2,239.52 2,238.66

Total 2,241.62 2,240.76


80

2,239.52

248.91

1.04

0.40

Note 17 Other income


Rs. Lakhs Rs. Lakhs

Profit on Sale of Car - 3.31

Rent Received 0.50 -

Sale of Iron Scrap 17.29 -

Sale of old & used refractory 4.54 -

Liability no longer requried 8.26

Total 30.59 3.31

Note 18 manufacturing & Other operatioanl Expenses


Rs. Lakhs Rs. Lakhs

Raw material (including Cullet) - -

Power & Fuel 1.39 4.64

Packing material 0.04 9.83

Repair & maintenance 2.10 3.57

3.53 18.04

Note 19 Change in Inventories


Rs. Lakhs Rs. Lakhs

Opening Stock -


Work in progress 188.94 188.94

263.28 761.83

Closing Stock


Work in progress 188.94 188.94

226.73 263.28

Change in inventories 36.55 498.55

Note 20 Employee benefit expenses


Rs. Lakhs Rs. Lakhs

Salaries & wages 54.42 71.34

Contribution to provident and other funds

4.28 -

Staff welfare expenses 0.14 -

58.84 71.34


81

Note 23 Disclosure under AS 15 (Revised) on "Employees BenefitsA. Defined Contribution plan: The company has not deducted contribution towards Provident Fund and

Pension Fund on the salaries and wages paid to employees. Employer's contribution towards PF andPension has neither provided nor deposited.

B. Defined Benefit plan: The company has a defined benefit gratuity plan. Payment of gratuity for everyemployee have been vested on a Trust which follows payment of Gratuity Act,1972. The companyhas revised the gratuity scheme with LICI effective from 1.4.2008 and opted a new scheme- (Cashaccumulation scheme). The policy has not been renewed and no provision for gratuity have beenmade. The Board of Trustees is also not functioning.

Note 24 The company is required to replace the original bank guarantees amounting to Rs.267.70 lakhs(issued by The Bank of Tokyo Mitsubishi Ltd. in favour of customs and central excise authorities) bysubstitute Bank Guarantees from the Company's own banker within 27.02.2011 but the same has notyet been done.

Note 25 Foreign Currency TransactionNo Foreign Currency Transaction have been effected during the year.

Note 26 Contingent liability not provided for in respect of the following:(a) Disputes of excise duty leviable on the special packing and forwarding charges for earlier years,

which has been remanded back by CEGAT, Delhi for further examination of records, setting aside theearlier order of the central excise deptt (Amount not ascertainable)

(b) Income tax disputes on exchange fluctuation losses considered on foreign loans for the A Y 1989-90to 1992-93 before Hon'ble Kolkata High Court have been decided in favour of the company and havebeen remanded to department for ascertaining the relief.

Note 21 Fiinance cost


Rs. Lakhs Rs. Lakhs

Interest on Term loan & Cash Credit 1,941.35 2,343.44

Interest on Unsecured Loan - 23.31

1,941.35 2,366.75

Note 22 Administrative & Other expenses


Rs. Lakhs Rs. Lakhs

Freight 0.20 0.42

Internal carting 0.06 1.52

Travelling expenses 3.69 4.80

Law charges 4.98 5.30

Audit Fees 2.30 2.28

Tax Audit Fees 0.29 0.29

Miscelaneous expenses 17.11 182.35

Rent 2.69 2.44

31.32 199.40


82

(c) The company has filed an appeal before Employees provident Fund Appellate Tribunal, New Delhiagainst the demand for penal damage of Rs.214.68 lakhs (net of deposit of Rs.25 lakhs) vide orderdtd. 30.06.2008 issued by Regional Providend Fund Commissioner, Jharkhand.

(d) Appeal filed before WBST Tribunal against Sales tax demand of Rs.26.01 lakhs have been remandedto department for examination.

(e) Several money suits are pending before different courts of law for recovery of dues of customers,suppliers and employees, etc.

(f) Several money suits are pending before different courts of law u/s 138 of Negotiable Instruments Act.

(g) An ex party Arbitration Award of Rs 37.17 Crores including the interest upto the date of filing the claimwas granted by the Sole Arbitrator against the company in pursuance of the claims lodged by cus-tomers for violation of contarct of supply of goods. The Company is not acknowleging the claim andhas filed appeal before court of Law against the said Arbitration order. As the matter is subjuidice nointerest has been provided for.

Note 27 Amount outstanding to small scale, micro and medium scale business entities are not ascertainableand therefore can not be quantified in the absence of proper identification of parties under the abovecategories

Note 28 Balance confirmation from advances, debtors and deposits have not been received. Howeverthey are considered fully recoverable except as provided for in the accounts.

Note 29 Throughout the year, the company's factory was closed. Electricty supply line was disconnectedthorughout the year.

Note 30 All known liabilities have been provided for.

Note 31 The company has made a reference to BIFR under SICA, which has been rejected and subse-quently compny has appealed before AAIFR who has remanded the case back to NCLT for reconsideration. The matter is subjudice.

Note 32 State Bank of India has issued E-auction Sale Notice of company's office premises at 3 HungerfordStreet, Kolkata-700017 for recovery of outstanding dues. The company has taken up the matter withDRT and prayed for stay of sale. The petition stand dismissed as not pressed.

Note 33 Computation of Earning per share 2016-17 2015-16 Rs. Lakhs Rs. Lakhs

Profit/ (Loss) after extraordinary items (2,021.56) (2,653.01)Basic/weighted average number of equity shares 6,439,400 6,439,400Nominal value of equity shares - (Rs.) 10/- each 10/- eachBasic/Diluted earning per share after extra ordinary (31.40) (41.20)items -(Rs.)

Note 34 Disclosure on Specified Bank Notes (SBNs)During the year, the company had no specified bank notes excepting other denomination note asdefined in the MCA notification G.S.R. 308 (E) dated March 31, 2017 on the details of Specified BankNotes (SBN) held and transacted during the period from November 8, 2016 to December 30, 2016,the denomination wise SBNs and other notes as per the notification is given below:


83

Particulars SBNs* Other Denomination Notes Total

Closing Cash in hand as on November 8, 2016 0 26,000.00 26,000.00 (+) Permitted receipts 0 20,000.00 20,000.00 (-) Permitted payments 0 19,100.00 19,100.00 Closing Cash in hand as on Dcember 30, 2016 0 26,900.00 26,900.00

Note 35 Related Party disclosures as per AS-18List of Releated Partiesi) Subsidiary: nilii) Associates: niliii) Enterprises owned or significantly influenced by key management personnel or their relatives-Creative Fiscal Services Ltd., Lacky Projects Pvt. Ltd. Anjani Putra Ispat Ltd. & Vini Iron & SteelUdyog Ltd.iv) Key Manaement Personnel:Mr. V.Joshi-Wholtime DirectorMr. N. Champati- Wholetime DirectorMr. R.Dosi- Wholtime Director

Nature of Buisness Enterprises owned or Siginificantly Key managementinfluenced by key Mangement personnel and theirpersonnel(Rs. in Lakhs) relatives (Rs. Lakhs)

Balance as on 31.03.2017(i) Un secured loan 2560.40 -(ii) Advance from Director

Vijay Joshi 129.73

Releated party releationship is as identified by the compnay and relied upon by the auditors.

Note-36 Deffered Tax Asstes(Net)

Particulars As at 31st March, 2017 As at 31st March, 2016

(Rs. lakhs) (Rs. lakhs) Deferred Tax Liabilities (500.98) (500.98) Deferred Tax laibilties arising on account of diffrence between books Nil Nil depreciation and IT depreciation Nil Nil Deferred tax liability(net) (500.98) (500.98)

Note-37 Details of Imported and indigenous raw materials consumption

31st March 2017 31st March 2016(Amount in Rs. Lakhs % of total consumption (Amount in Rs.Lakhs) % of total consumption

Indegenious 0.00 0% 0.00 0%Imported 0.00 0% 0.00 0%

Note-38 Interest on Term Loan and Cash Credit have been accounted for as per bankers' confirmationcertificates. In the opinion of the management no ineterst is payable on NPA accounts.

Note-39 Figures of the previous year have been regrouped and re-arranged whereever is necessary.


84


IAG GLASS COMPANY LIMITED(Formerly known as IAG COMPANY LIMITED)

CIN-L26101WB1956PLC023174RegisterOffice : 30, Chittaranjan Avenue, 4th Floor, Kolkata-700012

[email protected]

Form No. MGT-11

Proxy Form / Ballot Form

(Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies )

Management and Administration, 2014)

Name of the Member..............................................................................................................

Registered Office.....................................................................................................................

Folio No/DP/Client ID..............................................................................................................

I/We being the members of .......................Shares of IAG Glass Company Limited,hereby appoint :

1. .................................having email ID ................................ Signatrure........................or failing him

2. ..................................having email ID ................................ Signatrure........................or failing him

3. ..................................having email ID ................................ Signatrure...........................................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 60th Annual

General Meeting of the Company, to be held on the 26th day of September, 2017 at 11 a.m. at 30,

Chittaranjan Avenue, 4th Floor, Kolkata-700012 and at any adjournment thereof in respect of such

resolutions as are indicated below :

Signed this.........................day of...................2017

Signature of Shareholder.................................Signature of Proxy...........................

AffixRevenueStamp

Re. 1/-

Ordinary Business :

1. Adoption of Financial Statement for the

year ended March 31st, 2017

2. To appoint Director in place of those

retiring by rotation and eligible for re-

appointment

3. Appointment of M/SS Samantha and

Co, Chartered Accountant

(FRN....................) as Auditors and to

fix their remuneration.

Type of resolution

Ordinary

Ordinary

Ordinary

For Against


IAG GLASS COMPANY LIMITED(Formerly known as IAG COMPANY LIMITED)

CIN-L26101WB1956PLC023174

RegisterOffice : 30, Chittaranjan Avenue, 4th Floor, Kolkata-700012

ATTENDANE SLIP.

Registered Folio No./ DP ID / Client ID................................................................................................

Name & Address of Share Holder.......................................................................................................

.............................................................................................................................................................

I/We hereby record my/our presence at the 60th Annual General Meeting of the Company at

11.00 AM at 30, Chittaranjan Avenue, 4th Floor, Kolkata-700 012 on Tuesday 26th September 2017.

...................................................

Members Folio / Dp Id / Client Id

...................................................

Member / Proxy’s Name in Capital

...................................................

Member / Proxy’s Sign

ELECTRONIC VOTING PARTICULARS

The E-voting facility will be available during the following voting period :

UDER ID

107207

PASSWORD

Remote E-Voting Start On

EVEN

Remote E-Voting End On

Please read the instructions mentioned in the Notice of the AGM before exercising your vote.

By the order of the BoardFor IAG GLASS COMPANY LIMITED

Place : Kolkata

Date : 30.05.2017

NAKULA CHAMPATIWhole-Time DirectorDIN-01420541

60th - Bombay Stock ExchangeServices Private Limited, the Comp any’ s Registrar and Share Transfer...

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