IAG Glass Company Ltd Directors Report

To

The Members

Your Directors have pleasure in presenting their 61^st Annual Report together with the Audited Accounts of the Company for the Year ended 31^st March, 2018.

1. FINANCIAL RESULTS

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

Particulars	For the year ended March 31, 2018 (in lacs)	For the year ended March 31,2017 (in lacs)
Total Revenue	2.75	50.70
Earnings before interest, tax, depreciation and amortization (EBITDA)	2736	80.21
Less: Interest	1360.54	1941.35
Profit before Depreciation/amortization and taxes (PBDAT)	-1375.46	-2021.56
Profit before tax (PBT)	-1343.58	-2021.56 .
Provision for taxation	-	-
Profit after tax (PAT)	-1343.58	-2021.56
Add: Balance brought forward	-12690.43	-10668.87
Amount available for appropriation	-14034.01	-12690.43
Appropriations Transfer to General Reserve	-14034.01	-12690.43 l

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 31.03.2018 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 arty 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. (1343.58) 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 31.03.2018 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.

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-govemance 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, Four (4) Nomination & Remuneration Committee Meetings , Four (4) Stake Holder relationship Committee Meetings, Four (4) Share transfer Committee Meetings 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

Composition

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

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the management, the internal auditor, the statutory auditor, the cost auditor and the secretarial auditor and notes the processes and safeguards employed by each of them.

ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committees constitution and terms of reference are in compliance with provisions of the Companies Act, 2013

Composition

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

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.

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

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

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

ivf SHARE TRANSFER COMMITTEE

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

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

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 02^nd February, 2018 for the Financial Year 2017-18.

The Independent Directors at the meeting reviewed the following:

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

Q Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and 0 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. j

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, no appointment or resignation of the Directors were observed. Further, none of the Directors of the Company are disqualified under sub-section (2) of section 164 of the Companies Act,

2013.

10.7 DIRECTORS 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;

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;

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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 COMPANYS 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.

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 2017-18, 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 Auditors, M/s S. Samanta & Co, Chartered Accountants (Firm Registration No- 305020E) were appointed by the Board of Directors at the 60th Annual General Meeting held in the 2016-17 for a term of 5 years subject to annual ratification by members at AGM.

Consent and certificate from the auditors has been received as required under section 139 of the Act.

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 2017-18 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 Companys 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(l)(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.

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. ANNUAL RETURN

The Extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, forms part of this report as Annexure-A.

Further note that the same is also provided at companys website: www.iagcompanv.in

20. 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
Date: 30.05.2018 Place: Kolkata	Nakula Champati (DIN: 01420541) Whole-time Director