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Directors Report of Asahi India Glass Ltd.

Mar 31, 2017

To the Members,

The Directors are pleased to present their 32nd Report along with the financial results of the Company for the year ended 31st March, 2017.

Financial Performance

The Company''s financial performance for the year ended 31st March, 2017 is summarized below:

( Rs.Lakhs)

Particulars

FY 2016-17

FY 2015-16

Gross Turnover

2,60,095

2,36,148

Net Turnover

2,33,618

2,16,799

Other Income

2,937

612

Total Income

2,36,555

2,17,411

Operating Profit (PBDIT)*

45,617

40,861

Gross Profit (PBDT)*

31,732

26,521

Profit / (Loss) before Tax*

21,220

15,989

Profit / (Loss) after Tax

13,068

9,727

Proposed Dividend

2,431

1,459

Tax on Dividend

495

297

Balance Carried to Balance Sheet

11,908

1,766

*excluding exceptional items.

* Figures pertaining to FY 2015-16 have been re-grouped, wherever required, to make the figures comparative to FY 2016-17.

Performance Overview

The FY 2016-17 has been a good year for AIS. Financial and operational performance has largely been close to budgets. The Company managed to implement its plans and execute better to post good financial results.

The net turnover of the Company stood at Rs.2,33,618 lakhs in FY 2016-17 as against Rs.2,16,799 lakhs in FY 2015-16. Operating Profit has increased 11.64 % from Rs.40,861 lakhs in the previous year to Rs.45,617 lakhs in FY 2016-17. The Company posted a profit (PAT) of Rs.13,068 lakhs in FY 2016-17 against profit of Rs.9,727 lakhs in the previous financial year.

A detailed analysis of Company''s operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section to this Annual Report.

Change in the nature of business

During the year under review, there has been no change in the nature of business of the Company. Further, no material changes and commitments have occurred between the end of the financial year and the date of the report affecting the financial position of the Company.

Subsidiaries and Associates

Pursuant to section 129 and other applicable provisions, if any, of the Companies Act, 2013, a separate statement containing salient features of financial statements of all subsidiaries and associates of your Company forms part of the financial statements.

The financial statements of the subsidiaries & associate Companies and related information are available for inspection by the Members at the Corporate Office of AIS as well as Registered Office of respective subsidiary and associate companies during business hours on all days except Saturdays, Sundays and public holidays upto the date of Annual General Meeting (AGM) to any shareholder on demand in accordance with the provisions of Section 136 of Companies Act, 2013.

The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other relevant documents required to be attached to this report have been uploaded on website of the Company www.aisglass.com. A report on the performance and financial position of each of the subsidiary and associate companies as per Companies Act, 2013 is provided as Annexure to the consolidated financial statements in the prescribed Form AOC-1. During FY 2016-17, none of the Companies have become or ceased to be Subsidiary, Joint Venture or Associate of the Company.

Material Subsidiaries

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), the Company has formulated a policy for determining material subsidiaries. This policy is available on the Company''s website and may be accessed through the link https://www.aisglass.com/policy/ Policy_for_Determining_Material_Subsidiaries.pdf.

Awards

Your Directors take pleasure in reporting the following awards and recognition received by your Company during the year:

From

Award

Maruti Suzuki India Ltd.

Award in Overall Excellence

Certificate for Spares Schedule Adherence

Honda Cars India Ltd.

Award for Best Kaizen in Cost Category at National Level Kaizen competition 2016-17

Hyundai Motor India Ltd.

Special Award

Appreciation Award

Award for Special Support for the year 2016

Certificate - Quality Month Celebration

Tata Motors Ltd.

Best Supplier in Quality Award

Special Citation of Distinction

Mahindra & Mahindra Ltd.

Award for Best Quality Performance for 2016-17

Fiat

Award for Best Supplier in Chemical Commodity

Management Discussion and Analysis

A separate chapter on Management Discussion and Analysis forms part of this Annual Report.

Dividend

Your Directors are pleased to recommend a Final Dividend of Rs.1 per equity share of face value of Rs.1 each for the year ended 31st March, 2017 amounting to Rs.2,431 lakhs.

The above dividend, subject to the approval of Members at the Annual General Meeting scheduled to be held on 10th August, 2017, will be paid on or after 16th August, 2017 to those Shareholders whose names appear in the Register of Members as on 3rd August, 2017. The total dividend for the financial year will be Rs.2,431 lakhs and Dividend Distribution Tax will be Rs.495 lakhs.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ''Dividend Distribution Policy''. The Policy is available on the Company''s website www.aisglass.com and forms part of this report as "Annexure A".

Reserves

The Board has not proposed to carry any amount to Reserves. Public Deposits

During the FY 2016-17, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on date of the Balance Sheet.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 and the applicable Accounting Standards, the Consolidated Financial Statements of AIS are provided in the Annual Report.

Corporate Governance

A separate report on Corporate Governance along with the General Shareholders Information, as prescribed under Regulation 34 of Listing Regulations, is annexed as a part of the Annual Report along with the Auditor''s Certificate on Corporate Governance.

Business Responsibility

Your Company has been conducting business from an Environmental, Social and Governance ("ESG") perspective that not only delivers long-term shareholder value but also benefits the society. The Business Responsibility Report as per Regulation 34 of the Listing Regulations is annexed and forms an integral part of the Annual Report.

Industrial Relations

During the financial year under review, industrial relations in the Company continued to be cordial and peaceful.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9, in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure B" to this Report.

Particulars of Loans, Guarantees or Investments

The details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 are given at note nos. 13 and 37 of the Standalone Financial Statements.

Meetings of the Board and its Committees

The details in respect of the number of Board and Committees meetings of your Company are set out in the Corporate Governance Report which forms part of the Annual Report.

Audit Committee

Pursuant to the provisions of Section 177 of Companies Act, 2013, the Audit Committee consists of three Independent Directors - Mr. Rahul Rana as Chairman and Mr. Gautam Thapar & Ms. Shradha Suri as members.

Board of Directors of the Company has duly accepted the recommendations of Audit Committee during Fy 2016-17.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and provide adequate safeguards against victimization of the person availing this mechanism. The Policy is available on the Company''s website www.aisglass.com/policies which has been appropriately communicated within the organization and is effectively operational. The policy provides mechanism whereby whistle blower may send protected disclosures at complaintscommittee@aisglass.com and in exceptional cases, directly to the Chairman of Audit Committee.

Risk Management

AIS has developed and implemented a Risk Management Policy to identify and mitigate key risks that may threaten the existence of the Company.

Internal Financial Controls

Your Company has put in place adequate internal financial controls with reference to financial statements. Such system has been designed to provide for:

- Adoption of accounting policies in line with applicable accounting standards.

- Uniform accounting treatment is prescribed to the subsidiaries of your Company.

- Proper recording of transactions with internal checks and reporting mechanism.

- Compliance with applicable statutes, policies, management policies and procedures.

The management of your Company periodically reviews the financial performance against the approved plans across various parameters and takes necessary action, wherever required.

Your Company has its own internal audit department with qualified professionals which carries out periodic audits of all locations and functions. The observations arising out of the internal audit are periodically reviewed and its summary along with corrective action plans, if any, are submitted to top management and Audit Committee for review, comments and directions.

Directors and Key Managerial Personnel

Appointments, Re-appointments and Resignations

During the FY 2016-17, Dr. Satoshi Ishizuka (DIN: 07692846) was appointed as an Additional Director with effect from 15th February, 2017 in the capacity of Non-executive Director, liable to retire by rotation, subject to confirmation by Members in forthcoming Annual General Meeting.

Mr. Eisuke Shiozaki (DIN: 07797863) has been appointed as an Additional Director by the Board of Directors in the capacity of Non-executive Independent Director to hold office up to 5 (five) consecutive years with effect from 24th May, 2017 in terms of the provisions of Section(s) 149, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 of Listing Regulations and Article 73 of the Articles of Association, subject to confirmation by members at ensuing Annual General Meeting.

In accordance with the provisions of Section(s) 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. B. M. Labroo (DIN: 00040433) and Mr. Masahiro Takeda (DIN: 07058532), Directors, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

During the FY 2016-17, Mr. Kenichi Ayukawa (DIN: 02262755) and Mr. Toshiaki Hasuike (DIN: 01948291), Directors of the Company have resigned with effect from 1st June, 2016 and 15th February, 2017 respectively.

Mr. Masakazu Sakakida (DIN: 06505056), Independent Director of the Company, has resigned with effect from 24th May, 2017.

Declaration of Independence

Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Companies Act, 2013 read with Schedules and Rules made there under as well as Regulation 16 of the Listing Regulations.

The details of familiarization programme along with format of the letter of appointment provided to the Independent Directors at the time of appointment outlining his / her role, functions, duties and responsibilities have been uploaded on the website of the Company and may be accessed through the link https://www.aisglass.com/policy/familiarisation_ programmes_for_Independent_Directors.pdf.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit and loss of the Company for the financial year ended 31st March, 2017;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statement indicating the manner in which formal annual evaluation has been done

In terms of provisions of Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out the annual evaluation of its own performance and that of its Directors individually. The evaluation criteria as laid down by the Nomination and Remuneration Committee included various aspects of the functioning of Board such as composition, process and procedures including adequate and timely information, attendance, delegation of responsibilities, decision-making, roles and responsibilities including monitoring, benchmarking, feedback, stakeholder relationship and Committees.

The performance of individual Directors including the Chairman was evaluated on various parameters such as knowledge and experience, interest of stakeholders, time devoted etc. The evaluation of Independent Directors was based on aspects like participation in and contribution to the Board decisions, knowledge & experience and judgment.

Particulars of Remuneration

The information as required in accordance with Section 197(12) of the Companies Act, 2013, read with Rule 5(1),the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is set out in "Annexure B" to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Report along with Financial Statements are being sent to all Members of the Company excluding the aforesaid information. Any Member interested in obtaining such information may write to the Company Secretary at the registered office or the corporate office of the Company.

Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age and gender, which will help us in retaining our competitive advantage. Your Board comprises of experts in the field of Finance, Law, Corporate Governance, Management and Leadership skills and also has a Woman Director on the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy as approved by the Board on recommendation of the Nomination and Remuneration Committee is attached as "Annexure C".

Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made there under, the Company has formed Corporate Social Responsibility ("CSR") Committee. The policy on Corporate Social Responsibility as approved by the Board of Directors is uploaded on the website of the Company www.aisglass.com.

The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made there under. The details of the CSR initiatives undertaken by the Company during the FY 2016-17 in the prescribed format are annexed as "Annexure D".

Internal Complaints Committee

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under.

During the period under review, no complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace of the Company.

Related Party Transactions

Transactions entered by the Company with related parties during FY 2016-17 were in the ordinary course of business and on arms'' length basis. The Company has formulated a policy on Related Party Transactions which is available at the website and can be accessed through link https://www. aisglass.com/policy/Policy_on_Related_Party_Transactions. pdf.

In terms of Section 134(3)(h) of the Companies Act and rules made there under, during the year under review, the Company has not entered into any contract / arrangement / transaction with related parties as per Section 188(1) of the Companies Act, 2013, which could be considered material. The details of the related party transactions entered during the year are provided in the accompanying financial statements.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure E" to this Report.

Auditor and Auditors'' Report

Statutory Auditors

M/s Jagdish Sapra & Co., Chartered Accountants (Firm Registration No. 001378N), were appointed as Statutory Auditors of the Company in the 29th Annual General Meeting of the Company to hold office for three consecutive years subject to ratification at every Annual General Meeting and whose tenures is liable to expire at forthcoming Annual General Meeting. Accordingly, your Company is required to appoint new Statutory Auditors in place of M/s. Jagdish Sapra & Co. at the ensuing Annual General Meeting. Your Directors, pursuant to recommendation of Audit Committee, recommend the appointment of M/s. VSSA & Associates, Chartered Accountants (Firm Registration No. 012421N), as new Statutory Auditors of AIS, for a term of 5 (five) consecutive years from conclusion of forthcoming Annual General Meeting till the conclusion of 37th Annual General Meeting, subject to ratification by Members at every Annual General Meeting. Your Company has received consent from M/s. VSSA & Associates for their appointment as the Statutory Auditors of the Company and confirmation regarding eligibility under Section 139 and 141 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. As required under Regulation 33 of the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The observations of Auditors in the Auditors'' Report are explained, wherever necessary, in the appropriate Notes to the Accounts.

Cost Auditor

Your Board of Directors had appointed M/s. Ajay Ahuja & Associates, Cost Accountants (Firm Registration No. 101142), as the Cost Auditors of your Company for FY 2016-17 to conduct audit of cost records of the Company. Cost Audit Report for the FY 2016-17 shall be filed with Ministry of Corporate Affairs.

As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company on recommendation of the Audit Committee has appointed M/s. Ajay Ahuja & Associates, Cost Accountants as the Cost Auditor of the Company for the FY 2017-18.

Your Company has received consent from M/s. Ajay Ahuja & Associates, Cost Accountants, to act as the Cost Auditor of your Company for the FY 2017-18 along with a certificate confirming their independence.

Secretarial Audit

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Sundeep Kumar Parashar, FCS, Company Secretary in Practice and proprietor of M/s. SKP & Co., Company Secretaries, to conduct the Secretarial Audit of your Company for FY 2016-17. The Secretarial Audit Report for FY 2016-17 is annexed herewith as "Annexure F" to this Report.

Significant and Material Orders of Regulators or Courts or Tribunals

No significant and material order was passed by Regulators or Courts or Tribunals during the year under review impacting the going concern status of your Company and its future operations.

Acknowledgements

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.

On behalf of the Board of Directors

Asahi India Glass Ltd.,

B. M. Labroo

Dated: 24th May, 2017 Chairman

Place: Gurgaon DIN: 00040433


Mar 31, 2014

The Directors are pleased to present their 29th Report along with the audited accounts of the Company for the year ended 31st March, 2014.

Financial Performance

(Rs. Lakhs)

2013-14 2012-13

Gross Turnover 2,29,688 2,12,918

Net Turnover 2,10,508 1,91,344

Other Income 559 1,076

Total Income 2,11,067 1,92,420

Operating Profit (PBDIT) 23,695 17,813

Gross Profit (PBDT) 7,445 898

Profit/(Loss) Before Tax (6,262) (13,959)

Profit/(Loss) After Tax (4,022) (9,179)

Performance Overview

The financial year 2013-14 was stressful for AIS in the initial phase due to volatile economic conditions, input costs inflation and depreciation of Rupee. However, the performance of the Company was well on the projected recovery track and Company has reported Profit After Tax in the last quarter.

The Net Sales of the Company increased 10.02% from Rs. 1,91,344 lakhs in 2012-13 to Rs. 2,10,508 lakhs in 2013-14. Operating Profit has increased 33.02% from Rs. 17,813 lakhs in the previous year to Rs. 23,695 lakhs in 2013-14. The Company posted the Profit/(Loss) after Tax (PAT) of 4,022 lakhs in 2013-14 as against Profit/(Loss) after Tax of (9,179) lakhs in the previous year.

A detailed analysis of Company''s operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this Annual Report.

Subsidiaries

The three subsidiaries of your Company – AIS Glass Solutions Limited (“GS") (CIN:U26109DL2004PLC127666), Integrated Glass Materials Limited (“IGML") (CIN:U14220DL2009PLC188298) and GX Glass Sales & Services Limited (“GX") (CIN:U74140DL2010PLC20237) carried on smooth operations during the year.

In terms of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8), of the Companies Act, 1956, copies of the Balance Sheet, Statement of Profit and Loss, Reports of the Board of Directors and Auditors of subsidiaries of your Company - AIS Glass Solutions Limited (“GS"), Integrated Glass Materials Limited (“IGML") and GX Glass Sales and Services Limited (“GX"), have not been attached with the Balance Sheet of AIS. Further, pursuant to Accounting Standards (AS-21) Consolidated Financial Statement presented by your Company includes the financial results of GS, IGML and GX duly audited by the statutory auditors. These consolidated financial statements have been prepared in strict compliance with the applicable accounting standards and listing agreement. However, the particulars of all the subsidiary companies, as directed by the Ministry of Corporate Affairs, Government of India in its above exemption, are attached along with statement as required under section 212 of the Companies Act, 1956.

The sole purpose of not attaching the annual accounts and other statements of subsidiary companies is on account of savings on substantial printing and dispatch costs of this Annual Report. The Company hereby assures that the annual accounts of the subsidiary companies and related detailed information shall be made available to those investors seeking such information at any point in time. The annual accounts of the subsidiary companies are kept open for inspection by investors at the Corporate Office of AIS as well as the Registered Offices of the subsidiary companies during working hours. The Company shall dispatch a hard copy of the details of accounts of the subsidiary companies to any shareholder on demand. Further, the Company regularly files such data to the various regulatory and government authorities as required.

Lastly, the accounts of the subsidiary companies are also available for inspection at the corporate website of the Company

– www.aisglass.com

Awards

Your Directors take pleasure in reporting the following awards / recognition received by your Company during the year:

From Award

Shield for Yield Improvement MSIL

Shield for System Audit Rating

Best Quality TKML

Best Delivery

Consolidated Financial Statements

As required pursuant to the applicable Accounting Standards, the Consolidated Financial Statements of AIS are attached herewith and form part of the Annual Report and Accounts.

Dividend

In view of the financial performance of your Company during 2013-14, your Directors have not recommended any dividend for the financial year 2013-14.

Directors

During the year under review Mr. Keiichi Nakagaki and Mr. Shinzo Nakanishi, Directors of the Company have resigned with effect from 1st April, 2013 & 21st May, 2013 respectively.

Pursuant to the provisions of Section 260 of Companies Act, 1956 and Article 73 of Articles of Associations of the Company, Mr. Masakazu Sakakida and Mr. Kenichi Ayukawa were appointed as Additional Directors in the capacity of Independent Director and Promotor Non-Executive Director respectively on the Board of Directors of the Company with effect from 1st April, 2013 and 21st May, 2013 respectively and got confirmed as Directors of the Company liable to retire by rotation at the Annual General meeting held on 14th August, 2013.

In terms of the provisions of Section 152 of the Companies Act, 2013 (corresponding to Section 256, read with Section 255 of the Companies Act, 1956) and Article 70 of the Articles of Association of the Company, Mr. B.M. Labroo, and Mr. Kimikazu Ichikawa, Directors, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The necessary resolutions for obtaining approval of the Members have been incorporated in the notice of the ensuing Annual General Meeting. The requisite disclosures regarding appointment and re-appointment of Directors have been made in the Report on Corporate Governance, which forms part of the Directors'' Report.

Listing

The equity shares of your Company continue to be listed at BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2014-15.

Rights Issue of Equity Shares (Rights Issue)

During the year, Rights Issue Committee at its meeting held on 17th July, 2013 and 8th August, 2013 approved Terms and schedule of the Issue. The Rights Issue of the Company remained opened for subscription from 22nd August, 2013 to 5th September, 2013 and was oversubscribed by the investors. BSE Limited, the Designated Stock Exchange for the issue, on 16th September, 2013 had approved the basis of allotment, effective from 17th September, 2013.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that :

i) in the preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) appropriate accounting policies have been selected and applied consistently and judgments 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 31st March, 2014 and of the profit/ loss for the period from 1st April, 2013 to 31st March, 2014 .

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts for the financial year ended 31st March, 2014 have been prepared on a going concern basis.

Corporate Governance

A separate report on corporate governance along with General Shareholders Information, as prescribed under the Listing Agreement, is annexed as a part of this Report along with the Auditor''s Certificate on corporate governance.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 respectively and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors and Auditors'' Report

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

The observations of the Auditors in the Auditor''s Report are explained, wherever necessary, in the appropriate Notes to the Accounts.

Cost Auditor

The Ministry of Corporate Affairs (MCA) has issued Cost Audit Order dated 6th November, 2012, making appointment of Cost Auditor mandatory for companies engaged in production, processing or manufacturing of glass. Accordingly, in terms of the above order and pursuant to the provisions of Section 233B of Companies Act, 1956, your Directors have appointed M/s. Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2013-14. The Cost Audit Report for the financial year 2013-14 shall be placed before the Board.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure “A", forming part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure ''B'' to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Members of the Company excluding the aforesaid information. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office or the Corporate Office of the Company. The said information is also available for inspection at the Corporate Office during working hours up to the date of the Annual General Meeting.

None of the employees listed in Annexure ''B'' is a relative of any Director of the Company except Mr. Sanjay Labroo who is related to Mr. B. M. Labroo.

None of the employees listed in Annexure ''B'' hold, either by himself or alongwith his spouse and dependent children, more than 2% of the equity shares of the Company except Mr. Sanjay Labroo.

Industrial Relations

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

Acknowledgement

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.

On behalf of the Board of Directors

Place : Gurgaon B. M. Labroo

Dated : 22nd May, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors are pleased to present their 28th Report along with the audited accounts of the Company for the year ended 31st March, 2013.

Financial Performance

(Rs. Lakhs)

2012-13 2011-12

Gross Turnover 2,12,918 1,81,668

Net Turnover 1,91,344 1,64,574

Other Income 1,076 1,196

Total Income 1,92,420 1,65,770

Operating Profit (PBDIT) 17,813 18,721

Gross Profit (PBDT) 898 3,978

Profit/(Loss) Before Tax (13,959) (8,675)

Profit/(Loss) After Tax (9,179) (5,873)

Performance Overview

The financial year 2012-13 was extremely stressful for AIS due to volatile economic conditions, input costs inflation and depreciation of Rupee which had an adverse impact on the performance of AIS. Costs grew rapidly than sales.

The Net Sales of the Company increased 16.26% from Rs. 1,64,574 lakhs in 2011-12 to Rs. 1,91,344 lakhs in 2012-13. Operating Profit has decreased 4.85% from Rs. 18,721 lakhs in the previous year to Rs. 17,813 lakhs in 2012-13. The Company posted the Profit/(Loss) after Tax (PAT) of Rs. (9,179) lakhs in 2012-13 as against Profit/ (Loss) after Tax of Rs. (5,873) lakhs in the previous year.

A detailed analysis of Company''s operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this Annual Report.

Subsidiaries

The three subsidiaries of your Company - AIS Glass Solutions Limited ("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales & Services Limited ("GX") carried on smooth operations during the year.

In terms of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8), of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of subsidiaries of your Company - AIS Glass Solutions Limited ("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales and Services Limited ("GX"), have not been attached with the Balance Sheet of AIS. Further, pursuant to Accounting Standards (AS-21) Consolidated Financial Statement presented by your Company includes the financial results of GS, IGML and GX duly audited by the statutory auditors. These consolidated financial statements have been prepared in strict compliance with the applicable accounting standards and listing agreement. However, the particulars of all the subsidiary companies, as directed by the Ministry of Corporate Affairs, Government of India in its above exemption, is attached along with statement as required under section 212 of the Companies Act, 1956.

This sole purpose of not attaching the annual accounts and other statements of subsidiary companies is on account of savings on substantial printing and dispatch costs of this Annual Report. The Company hereby assures that the annual accounts of the subsidiary companies and related detailed information shall be made available to those investors seeking such information at any point in time. The annual accounts of the subsidiary companies are kept open for inspection by investors at the Corporate Office of AIS as well as the Registered Offices of the subsidiary companies during working hours. The Company shall dispatch a hard copy of the details of accounts of the subsidiary companies to any shareholder on demand. Further, the Company regularly files such data to the various regulatory and government authorities as required.

Lastly, the accounts of the subsidiary companies are also available for inspection at the corporate website of the Company - www.asahiindia.com.

Awards

Your Director take pleasure in reporting the following awards / recognitions received by your Company during the year:

From Award

Maruti Suzuki India Limited Overall Performance- Gold

Yield Improvement Certificate

System Audit Rating-Shield

Zee Business Zee Business Good Home

Awards for the Best Company in Glass Industry

Consolidated Financial Statements

As required pursuant to the applicable Accounting Standards, the Consolidated Financial Statements of AIS are attached herewith and form part of the Annual Report and Accounts.

Dividend

In view of the financial performance of your Company during 2012-13, your Directors have not recommended any dividend for the financial year 2012-13.

Directors

During the year under review Mr. Arvind Singh has resigned as Non-Executive Director of the Company with effect from 8th November, 2012.

Pursuant to the provisions of Section 260 and Article 73 of Articles of Associations of the Company Mr Gurvirendra Singh Talwar has been appointed as Additional Director in the Capacity of Independent Director on the Board of Directors of the Company with effect from 20th December, 2012 and holds office up to the date of ensuing Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a member proposing the candidature of Mr. Gurvirendra Singh Talwar as Director of the Company.

In terms of the provisions of Section 256, read with Section 255 of the Companies Act, 1956 and Article 70 of the Articles of Association of the Company, Mr. Kimikazu Ichikawa and Mr. Rahul Rana Directors, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The necessary resolutions for obtaining approval of the Members have been incorporated in the notice of the ensuing Annual General Meeting. The requisite disclosures regarding appointment and re-appointment of Directors have been made in the Report on Corporate Governance, which forms part of the Directors'' Report.

Listing

The equity shares of your Company continue to be listed at the BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE).

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2013-14.

Rights Issue of Equity Shares

During the year under review the Board of Directors of the Company at their meeting held on 10th October, 2012 approved the issue of equity shares on rights basis upto an amount of Rs. 250 crores. The Company has also filed the Draft Letter of Offer (DLOF) with Securities Exchange Board of India (SEBI) on 8th February, 2013 in this regard.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that :

i) in the preparation of annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) appropriate accounting policies have been selected and applied consistently and judgments 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 31st March, 2013 and of the profit/ loss for the period from 1st April, 2012 to 31st March, 2013.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts for the financial year e nded 31st March, 2013 have been prepared on a going concern basis.

Corporate Governance

A separate report on corporate governance along with General Shareholders Information, as prescribed under the Listing Agreement, is annexed as a part of this Report along with the Auditor''s Certificate on corporate governance.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors and Auditors'' Report

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their re- appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

The observations of the Auditors in the Auditor''s Report are explained, wherever necessary, in the appropriate Notes to the Accounts.

Cost Auditor

The Ministry of Corporate Affairs (MCA) has issued Cost Audit Order dated 30th June, 2011, making appointment of Cost Auditor mandatory for companies engaged in production, processing, manufacturing of glass. Accordingly, in terms of the above order and pursuant to the provisions of Section 233B of the Act, your Directors have appointed M/s. Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2012-13. In terms of the above order, the Cost Audit Report for the financial year 2012-13 shall be placed before the board.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure "A", forming part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure ''B'' to this Report. However, as per the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Members of the Company excluding the aforesaid information. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office or the Corporate Office of the Company. The said information is also available for inspection at the Corporate Office during working hours up to the date of the Annual General Meeting.

None of the employees listed in Annexure ''B'' is a relative of any Director of the Company except Mr. Sanjay Labroo who is related to Mr. B. M. Labroo.

None of the employees listed in Annexure ''B'' hold, either by himself or alongwith his spouse and dependent children, more than 2% of the equity shares of the Company except Mr. Sanjay Labroo.

Industrial Relations

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

Acknowledgement

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.

On behalf of the Board of Directors

Place : Gurgaon B. M. Labroo

Dated : 21st May, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present their 27th Report along with the audited accounts of the Company for the year ended 31st March, 2012.

Financial Performance

Rs.Lakhs

2011-12 2010-11

Gross Turnover 1,81,668 1,70,907

Net Turnover 1,64,574 1,51,821

Other Income 1,196 1,667

Total Income 1,65,770 1,53,488

Operating Profit (PBDIT) 18,721 27,248

Gross Profit (PBDT) 3,978 14,468

Profit/(Loss) Before Tax (8,675) 2,631

Profit/(Loss) After Tax (5,873) 1,515

Balance Carried to Balance Sheet 1,975 7,848

Performance Overview

The current financial year was unusually stressful for AIS due to volatile economic conditions, input costs inflation and depreciation of Rupee which had an adverse impact on the performance of AIS. Costs grew rapidly than sales.

As a result of the above, the Net Sales of the Company increased 8.40% from Rs. 1,51,821 lakhs in 2010-11 to Rs. 1,64,574 lakhs in 2011- 12. Operating Profit has decreased 31.29% from Rs. 27,248 lakhs in the previous year to Rs. 18,721 lakhs in 2011-12. The Company posted the Profit/(Loss) after Tax of Rs. (5,873) in 2011-12 as against Profit after Tax of Rs. 1515 Lakhs in the previous year.

A detailed analysis of Company's operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this Annual Report.

Subsidiaries

The three subsidiaries of your Company - AIS Glass Solutions Limited ("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales & Services Limited (GX) carried on smooth operations during the year.

In terms of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8), of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of subsidiaries of your Company - AIS Glass Solutions Limited ("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales and Services Limited ("GX"), have not been attached with the Balance Sheet of AIS. Further, pursuant to Accounting Standards (AS-21) Consolidated Financial Statement presented by your Company includes the financial results of GS, IGML and GX duly audited by the statutory auditors. These consolidated financial statements have been prepared in strict compliance with the applicable accounting standards and listing agreement. However, the particulars of all the subsidiary companies, as directed by the Ministry of Corporate Affairs, Government of India in its above exemption, is attached along with statement as required under section 212 of the Companies Act, 1956.

The sole purpose of not attaching the annual accounts and other statements of subsidiary companies is on account of savings on substantial printing and dispatch costs of this Annual Report. The Company hereby assures that the annual accounts of the subsidiary companies and related detailed information shall be made available to those investors seeking such information at any point in time. The annual accounts of the subsidiary companies are kept open for inspection by investors at the Corporate Office of AIS as well as the registered offices of the subsidiary companies during working hours. The Company shall dispatch a hard copy of the details of accounts of the subsidiary companies to any shareholder on demand. Further, the Company regularly files such data to the various regulatory and government authorities as required.

Lastly, the accounts of the subsidiary companies are also available for inspection at the corporate website of the Company - www.asahiindia.com.

Awards

Your Director take pleasure in reporting the following awards / recognitions received by your Company during the year:

From Award

Maruti Suzuki India Limited Manufacturing Excellence Award

Best HR Initiatives Award Hyundai Motor India Limited 5 Star Award

Consolidated Financial Statements

As required pursuant to the applicable Accounting Standards, the Consolidated Financial Statements of AIS are attached herewith and form part of the Annual Report and Accounts.

Dividend

In view of the financial performance of your Company during 2011-12, your Directors have not recommended any dividend for the financial year 2011-12.

Directors

During the year under review Mr. Arvind Singh (designated as President) has resigned as whole-time Director of the Company with effect from 1st January, 2012.

However, considering Mr. Arvind Singh's wide experience, rich knowledge and valuable contribution to the Company, Mr. Arvind Singh has been re-appointed as Additional Director in the capacity of Non - Executive Director on the Board of Directors of the Company with effect from 25th January, 2012.

Pursuant to the provisions of Section 260 and Article of Associations of the Company, Mr. Singh holds office upto the date of ensuing Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a member proposing the candidature of Mr. Arvind Singh as Director of the Company.

In terms of the provisions of Section 256, read with Section 255 of the Companies Act, 1956 and Article 70 of the Articles of Association of the Company, Dr. Surinder Kapur and Mr. Gautam Thapar, Directors, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The necessary resolutions for obtaining approval of the Members have been incorporated in the notice of the ensuing Annual General Meeting. The requisite disclosures regarding appointment and re-appointment of Directors have been made in the Report on Corporate Governance, which forms part of the Directors' Report.

Listing

The equity shares of your Company continue to be listed at the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2012-13.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that :

i) in the preparation of annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) appropriate accounting policies have been selected and applied consistently and judgments 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 31st March, 2012 and of the profit/loss for the period from 1st April, 2011 to 31st March, 2012.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts for the financial year ended 31st March, 2012 have been prepared on a going concern basis.

Corporate Governance

A separate report on corporate governance along with General Shareholders Information, as prescribed under the Listing Agreement, is annexed as a part of this Report along with the Auditor's Certificate on corporate governance.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors and Auditors' Report

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

The observations of the Auditors in the Auditor's Report are explained, wherever necessary, in the appropriate Notes to the Accounts.

Cost Auditor

During the year under review, the Ministry of Corporate Affairs (MCA) has issued Cost Audit Order dated 30th June, 2012, making appointment of Cost Auditor mandatory for companies engaged in production, processing, manufacturing of glass. Accordingly, in terms of the above order and pursuant to the provisions of Section 233B of the Act, your Directors have appointed M/s. Chandra Wadhwa & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2011-12. In terms of the above order, the cost audit report for financial year 2011-12 shall be placed before the Board.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure "A", forming part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure 'B' to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Members of the Company excluding the aforesaid information. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office or the Corporate Office of the Company. The said information is also available for inspection at the Corporate Office during working hours up to the date of the Annual General Meeting.

None of the employees listed in Annexure 'B' is a relative of any Director of the Company except Mr. Sanjay Labroo who is related to Mr. B. M. Labroo.

None of the employees listed in Annexure 'B' hold, either by himself or alongwith his spouse and dependent children, more than 2% of the equity shares of the Company except Mr. Sanjay Labroo.

Industrial Relations

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

Acknowledgement

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.

On Behalf of the Board of Directors

Place : Gurgaon B. M. Labroo

Dated : 17th May, 2012 Chairman


Mar 31, 2011

The Directors are pleased to present their 26th Report along with the audited accounts of the Company for the year ended 31st March, 2011.

Financial Performance

(Rs. Lakhs)

2010-11 2009-10

Gross Turnover 1,70,907 1,42,971

Net Turnover 1,51,821 1,26,273

Other Income 1,667 3,385

Total Income 1,53,488 1,29,658

Operating Profit (PBDIT) 27,248 25,052

Gross Profit (PBDT) 14,468 12,269

Profit/(Loss) Before Tax 2,631 (179)

Profit/(Loss) After Tax 1,515 123

Balance Carried to Balance Sheet 7,848 6,333

Performance Overview

The performance of the Company during 2010-11 was largely on expected lines and well on the projected recovery track. The strong macro environment, especially the huge upsurge in demand both in the automotive and real estate sectors has further helped your Company to gather stronger momentum during the year.

However, owing to capacity mis-match there were locational demand supply imbalances, due to which the Company had to incur huge expenditure on premium freight and sacrifice some operating efficiencies to ensure that customer demands are met consistently.

As a result of the above, the net sales of the Company increased 20.23% from Rs. 1,26,273 Lakhs in 2009-10 to Rs.1,51,821 Lakhs in 2010-11. Operating profit has increased 8.77% from Rs. 25,052 Lakhs in the previous year to Rs. 27,248 Lakhs in 2010-11. The Company posted the profit after tax (PAT) of Rs. 1,515 Lakhs in 2010-11 as against profit after tax of Rs. 123 Lakhs in the previous year.

A detailed analysis of Companys operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this Annual Report.

Subsidiaries

During the year, your Company incorporated GX Glass Sales & Services Limited (GX), as a wholly-owned subsidiary, to expand its presence in the architectural glass value-chain by capturing the end, consumer- facing part of the architectural glass business through exclusive glass design, supply and installation service. GX was incorporated on 7th May, 2010 with a specific objective of being the one-stop solution for end-users of glass and meet their complete requirements of architectural glass. GX is in the process of ramping up its operations.

The other two subsidiaries of your Company - AIS Glass Solutions Limited ("GS") and Integrated Glass Materials Limited ("IGML") carried on smooth operations during the year.

In terms of the general exemption granted by the Ministry of Corporate Affairs, Government of India, under Section 212(8), of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of subsidiaries of your Company - AIS Glass Solutions Limited ("GS"), Integrated Glass Materials Limited ("IGML") and GX Glass Sales and Services Limited ("GX"), have not been attached with the Balance Sheet of AIS. Further, pursuant to Accounting Standard - 21 (AS-21) the consolidated financial statements presented by your Company includes the financial results of GS, IGML and GX duly audited by the statutory auditors. These consolidated financial statements have been prepared in strict compliance with the applicable accounting standards and listing agreement. Further, the particulars of all the subsidiary companies, as directed by the Ministry of Corporate Affairs, Government of India in its above exemption, are attached along with statement as required under section 212 of the Companies Act, 1956.

The sole purpose of refraining from attaching the annual accounts and other statements of subsidiary companies along with the Annual Report of AIS is on account of substantial savings on printing and dispatch costs of this Annual Report. The Company hereby assures that the annual accounts of the subsidiary companies and related detailed information shall be made available to those investors seeking such information at any point of time. The annual accounts of the subsidiary companies are kept open for inspection by investors at the Corporate Office of AIS as well as the Registered Offices of the subsidiary companies during working hours. The Company shall dispatch a hard copy of the details of accounts of the subsidiary companies to any shareholder on demand. Further, the Company regularly files such data to the various regulatory and government authorities as required.

Lastly, the accounts of the subsidiary companies are also available for inspection at the corporate website of the Company - www.asahiindia.com.

Awards

Your Directors take pleasure in reporting the following awards / recognitions received by your Company during the year :

From Award

Toyota Kirloskar Motors Ltd. Best Kaizen Award

Certificate of appreciation for being an Etios Partner and Establishing New Facility

Certificate for achieving targets in the category of DELIVERY for the year 2010

2nd position in International Convention of Quality Circle held in Hyderabad

Occupational Health and Safety Management System

Standard (OHSAS 18001: 2007)

OHSAS 18001: 2007 certification of Bawal plant by DNV

TPM Excellence Award 2010 for the Bawal Plant

Consolidated Financial Statements

As required pursuant to the applicable Accounting Standards, the Consolidated Financial Statements of AIS are attached herewith and form part of the Annual Report and Accounts.

Dividend

In view of the financial performance of your Company during 2010-11, your Directors have not recommended any dividend for the financial year 2010-11.

Directors

During the year, the existing tenure of Mr. Arvind Singh, Whole-time Director expired on 27th June, 2010. Accordingly, Mr. Singh has been re-appointed as a Whole-time Director with effect from 28th June, 2010 for a further period of five years.

The above has been duly approved by the Shareholders of the Company by way of passing of special resolution at the 25th Annual General Meeting held on 28th July, 2010. Further, Mr. Singh has been appointed as Director liable to retire by rotation.

Consequent upon resignation of Mr. Marehisa Ishiko from the Board of Directors of the Company with effect from 27th July, 2010, Asahi Glass Co. Ltd. (AGC) has nominated Mr. Kimikazu Ichikawa as Director in place of Mr. Marehisa Ishiko. Mr. Ichikawa was appointed as Additional Director of the Company on the Board of Directors of the Company with effect from 29 July, 2010.

The Board places on record, its sincere appreciation for valuable contribution of Mr. Ishiko during his tenure as Director of AIS.

Pursuant to the provisions of Section 260 and Article 73 of the Articles of Association of the Company, Mr. Ichikawa holds office up to the date of the ensuing Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a member proposing the candidature of Mr. Ichikawa as Director of the Company.

In terms of the provisions of Section 256, read with Section 255 of the Companies Act, 1956 and Article 70 of the Articles of Association of the Company, Mr. B. M. Labroo and Mr. Keiichi Nakagaki, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The necessary resolutions for obtaining approval of the Members have been incorporated in the notice of the ensuing Annual General Meeting. The requisite disclosures regarding appointment and re-appointment of Directors have been made in the Report on Corporate Governance, which forms part of the Directors Report.

Listing

The equity shares of your Company continue to be listed at the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2011-12.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that :

i) in the preparation of annual accounts for the financial year ended 31 March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) appropriate accounting policies have been selected and applied consistently and judgments 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 31st March, 2011 and of the profit / loss for the period from 1st April, 2010 to 31st March, 2011.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts for the financial year ended 31 March, 2011 have been prepared on a going concern basis.

Corporate Governance

A separate report on corporate governance along with General Shareholders Information, as prescribed under the Listing Agreement, is annexed as a part of this Report along with the Auditors Certificate on corporate governance.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors and Auditors Report

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

The observations of the Auditors in the Auditors Report are explained, wherever necessary, in the appropriate Notes to the Accounts.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure "A", forming part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure B to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Members of the Company excluding the aforesaid information. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office or the Corporate Office of the Company. The said information is also available for inspection at the Corporate Office during working hours up to the date of the Annual General Meeting.

None of the employees listed in Annexure B is a relative of any Director of the Company, except Mr. Sanjay Labroo who is related to Mr. B.M. Labroo.

None of the employees listed in Annexure B hold, either by himself or alongwith his spouse and dependent children, more than 2% of the equity shares of the Company, except Mr. Sanjay Labroo.

Industrial Relations

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

Acknowledgement

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Members.

On behalf of the Board of Directors

Place : Gurgaon B. M. Labroo

Dated : 16th May, 2011 Chairman


Mar 31, 2010

The Directors are pleased to present their 25lh Report along with the audited accounts of the Company for the year ended 31st March, 2010.

Financial Performance

(Rs. Lakhs) 2009-10 2008-O9 Gross Turnover 1,42,971 1,35,398 Net Turnover l,26,275 1,21,821 Other Income 5,485 1,154 Total Income 1,29,658 1,22,975 Operating Profit (PBDIT) 25,052 14,206 Gross Profit (PBDT) 12,269 1,773 Profit/(Loss) Before Tax (.179) (9,576) Profit/(Loss) After Tax 126 (4,060) Balance Carried to Balance Sheet 6,333 6,210

Performance Overview The performance of the Company during 2009-10 was well on the projected recovery track. The strong macro environment, especially the huge upsurge of demand in the automotive sector, has further helped your Company to gather stronger momentum. Further the Look Within initiatives of the management also resulted in generating greater operating efficiencies.

As a result of the above, in 2009-10 the net sales of the Company increased 3.65% from Rs. 1,21,821 lakhs in 2008-09 to Rs. 1,26,273 lakhs in 2009-10. Operating profit has increased 76.35% from Rs. 14,206 lakhs in the previous year to Rs. 25,052 lakhs in 2009-10. The Company posted profit after tax (PAT) of Rs. 123 lakhs as against a loss of Rs. 4,060 lakhs in the previous year.

A detailed analysis of Companys operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns forms part of the Management Discussion and Analysis, a separate section of this Annual Report.

Subsidiaries

The two subsidiaries of your Company-AIS Glass Solutions Ltd. and Integrated Glass Materials Ltd. carried on smooth operations during the year. Integrated Glass Materials Ltd. is in the process of ramping up its operations.

In terms of approval granted by the Central Government under Section 212(8), of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors, of the subsidiaries of your Company - AIS Glass Solutions Limited ("GS") and Integrated Glass Materials Limited ("IGML"), have not been attached with the Balance Sheet of AIS. Further, pursuant to Accounting Standards (AS-21) Consolidated Financial Statement presented by your Company includes the financial results of GS and IGML duly audited by the statutory auditors. These consolidated financial statements have been prepared in strict compliance with the applicable accounting standards and listing agreement. However, the particulars of both the subsidiary companies, as directed by the Central Government in its above exemption, is attached along with statement as required under section 212 of the Companies Act, 1956.

This approval was solely sought for the purpose of substantial savings on printing and dispatch costs of this Annual Report. The Company hereby assures that the annual accounts of the subsidiary companies and related detailed information shall be made available to the investors seeking such information at any point of time. Further the annual accounts of the subsidiary companies are kept open for inspection by investors at the Corporate Office of AIS as well as at the registered offices of the subsidiary companies during working hours. The Company shall dispatch a hard copy of the details of accounts of the subsidiary companies to any shareholder on request. Further, the Company regularly files such data to the various regulatory and government authorities as required.

Further, the accounts of the subsidiary companies are also available for inspection at the corporate website of the Company - www.asahlilndla.com.

Awards

Your Directors take pleasure in reporting the following awards/recognitions received by your Company during the year:

From Award Maruti Suzuki India Ltd. Certificate of Appreciation Vendor Performance Award Gold Category Manufacturing Excellence Award Toyota Kirloskar Motors Ltd. Achieving Target of Quality Achieving Target of Delivery Whirlpool of India Ltd. Best Supplier Award Gold Category Tata Motors Ltd. Cost Efficiency Award Mahindra & Mahindra Ltd. First Prize for Lowest PPM First Prize for Best Delivery/ Logistics Automotive Components Excellence Award Manufacturers Association Bronze Medal (ACMA)

Consolidated Financial Statements

As required pursuant to the applicable Accounting Standards, the Consolidated Financial Statements of AIS are attached herewith and form part of the Annual Report and Accounts.

Dividend

In view of the financial performance of your Company during 2009-10, your Directors have not recommended any dividend for the financial year 2009-10.

Directors

During the year, the existing tenure of Mr. KeizaburoKojima, Whole-time Director of the Company, nominated by Asahi Glass Co. Ltd. (AGC), Japan expired on 11th August, 2009. Consequent thereto, AGC nominated Mr. Hideaki Nohara as Whole-time Director on the Board of Directors of the Company, being designated as Dy. Managing Director & C.T.O. (Auto). Accordingly, Mr. Nohara has been appointed as Whole-time Director on the Board of the Company in place of Mr. K. Kojima with effect from 12th August, 2009.

The above has been duly approved by the Shareholders of the Company by way of passing of special resolution through the Postal Ballot on 9th October, 2009. Further, your Company has already applied for the requisite approval under the provisions of the Companies Act, 1956 to the Central Government to this effect.

Pursuant to the provisions of Section 260 and Article 73 of the Articles of Association of the Company, Mr. Nohara holds office up to the date of ensuing Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a member proposing the candidature of Mr. Hideaki Nohara as Director of the Company.

Consequent upon resignation of Mr. Masayuki Kamiya from the Board of Directors of the Company with effect from 21st January, 2010, AGC has nominated Mr. Marehisa Ishiko as Director in place of Mr. Masayuki Kamiya. Mr. Ishiko was appointed as Additional Director of the Company on the Board of Directors of the Company with effect from 21st January, 2010.

The Board places on records, its sincere appreciation for valuable contributions of the Directors who resigned during the year.

In terms of the provisions of Section 256, read with Section 255 of the Companies Act, 1956 and Article 70 of the Articles of Association of the Company, Dr. Surinder Kapur, Mr. Rahul Rana and Mr. Shinzo Nakanishi, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The necessary resolutions for obtaining approval of the Members have been incorporated in the notice of the ensuing Annual General Meeting. The requisite disclosures regarding appointment and re-appointment of Directors have been made in the Report on Corporate Governance, which forms part of the Directors Report.

Listing

The equity shares of your Company continue to be listed at the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).

The Company has paid the requisite listing fee to the Stock Exchanges for the financial year 2010-11.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby state and confirm that :

i. in the preparation of annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. appropriate accounting policies have been selected and applied consistently and judgments 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 31st March, 2010 and of the profit/loss for the period from 1st April, 2009 to 31st March, 2010.

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts for the financial year ended 31st March, 2010 have been prepared on a going concern basis.

Corporate Governance

A separate report on corporate governance along with General Shareholders Information, as prescribed under the Listing Agreement, is annexed as a part of this Report along with the Auditors Certificate on corporate governance.

Fixed Deposits

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors and Auditors Report

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956.

The observations of the Auditors in the Auditors Report are explained, wherever necessary, in the appropriate Notes to the Accounts.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure "A", forming part of this Report.

Particulars of Employees

The information as required in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is set out in Annexure B to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the Members of the Company excluding the aforesaid information. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office or the Corporate Office of the Company. The said information is also available for inspection at the Corporate Office during working hours up to the date of the Annual General Meeting.

None of the employees listed in Annexure B is a relative of any Director of the Company.

None of the employees listed in Annexure B hold, either by himself or alongwith his spouse and dependent children, more than 2% of the equity shares of the Company.

Industrial Relations

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

Acknowledgement

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

Your Directors acknowledge with gratitude the encouragement and support extended by our valued Members.

On behalf of the Board of Directors Place : Gurgaon B. M. Labroo Dated : 14th May, 2010 Chairman

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