Directors Report of Jai Mata Glass Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 34th Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2014. The financial highlights are as under:

FINANCIAL RESULTS:

The Company''s financial performance, for the year ended March 31, 2014 is summarized below:

(Rs. in Lacs)

Particulars Current Year Previous Year 2013-14 2012-13

Sales & Operating Income 0.15 2071.07

Profit/Loss for the year before Depreciation, Financial (25.41) (353.67) Charges & Exceptional Items

Less:

Financial Charges 0.36 4.93

Depreciation 5.34 5.70 56.01 60.94

Net Profit/(Loss) before Tax & Exceptional Items (31.11) (414.61)

Income Tax Paid/ Adjusted for earlier years - - (0.50) (0.50)

Net Profit/(Loss) after Tax& before Exceptional <31.11) (415.11) Items/Extraordinary items

Exceptional /Extraordinary Items (3.77) (193.89)

Net Profit/(Loss) for the year (34.88) (609)

Profit/ (Loss) brought forward (1547.91) (938.91)

Balance Carried Forward (1582.80) (1547.80)

OPERATIONS AND PERFORMANCE:

Your Company achieved a turnover of Rs.0.15 lacs as compared to Rs. 2071.07 lacs in the previous year.

DIVIDEND:

In absence of profits, your Directors do not recommend any dividend on shares for the year under review.

CONSTITUTIONAL VALIDATY OF ENTRY TAX:

The writ petition filled by the Company, challenging the constitutional validity of entry tax levied in April 2010 in the State of Himachal Pradesh is still pending before the Hon''ble High Court of Himachal Pradesh at Shimla. The Company does not consider itself liable on this account and accordingly, no liability has been provided in books of account of the Company.

DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE:

The Company is in loss since long time and in current year there is also no profit so the provisions of CSR under section 135 of Companies Act, 2013 is not applicable on the Company.

SUBSIDIARIES:

There is no subsidiary of the Company as per provisions of Companies Act, 2013.

CORPORATE GOVERNANCE:

Your Company took necessary measures to comply with requirements of clause 49 of the Listing Agreements of Stock Exchanges. A report on Corporate Governance along with a Certificate of Compliance from the Auditors forms part of this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Through vide general Circular No. 08/2014 ministry has clarified that auditor''s report and Board Report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/ Schedules/ rules of the Companies Act, 1956. So after this clarification

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed that:

- In the preparation of the annual accounts, the applicable accounting standards has been followed;

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss incurred by the Company during the year under review;

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 or corresponding provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The annual accounts of the Company has been prepared on a "going concern" basis.

DIRECTORS:

Mr. Samir Katyal, Director of the Company retires by rotation and being eligible, offers himself for reappointment.

It terms of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. Ambarish Chatterjee and Mr. Sajeve Deora are proposed to appoint as an Independent Directors of the Company for three (3) consecutive years for a term upto the conclusion of 37th Annual General Meeting.

The Company has also received declarations from Mr. Ambarish Chatterjee and Mr. Sajeve Deora, confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Act and under Clause 49 of the Listing Agreement. The requisite resolutions are being included in the notice of Annual General Meeting for approval of the Shareholders of the Company.

AUDITORS'' OBSERVATIONS:

The Auditors'' Report on Accounts has been duly considered by the Board. The auditors of the Company in their report have drawn attention to certain matters, which are explained as under:-

a) Your Company is in the process of obtaining confirmation of balances of loans, debtors, advances and liabilities. Settlements have been made with some of its creditors/ debtors and efforts are being made to settle with the other creditors/ debtors.

b) Your Company''s management is making efforts to explore other business activities, and therefore, has prepared the annual accounts on a "going concern" basis.

c) Your Company is facing financial constraints for which reason some statutory dues are yet to be deposited by your Company. The interest and the penalties on late payments will be accounted for as and when the dues are paid/ settled.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956, UNDER SUB-SECTION (1) (e):

The information which is required to be given under Section 217(I) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 , regarding conservation of energy, technology absorption is not provided as the manufacturing facilities of your Company were not in operations during the year under review

Your Company did not have any income during the year which resulted or may result in inflow of foreign exchange.

Your Company did not incur any expenditure during the year which resulted or may result in outflow of foreign exchange

INFORMATION UNDER SUB SECTION [(2A)] OF SECTION 217 OF THE COMPANIES ACT, 1956:

No employee was in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, whose particulars are required to be disclosed in this report.

ACKNOWLEDGEMENT:

Your Directors wish to thank the Central & State Governments, shareholders and business associates for their continued co- operation and support and look forward to their continued support in future as well.

By Order of the Board of Directors

Place : New Delhi C. M. Marwah

Dated : April 22, 2014 (MANAGING DIRECTOR)

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Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the 33rd Annual Report of the Company together with the Audited Accounts for the year ended March 31,2013. The financial highlights are as under:

FINANCIAL RESULTS:

(Rs. In lacs)

Particulars Current Year Previous Year 2012-13 2011-12

Sales & Operating Income 2,071.07 5,837.20

Profit/Loss for the year before Depreciation, Financial (353.67) (193.61)

Charges & Exceptional Items

Less: -

Financial Charges 4.93 21.64

Depreciation 56.01 60.94 60.20 81.84

Net Profit/(Loss) before Tax & Exceptional Items (414.61) (275.45)

Income Tax Paid/ Adjusted for earlier years -0.50 (0.50) -0.07 (0.07)

Net Profit/(Loss) after Tax & before Exceptional (415.11) (275.38)

Items/Extraordinary items_

Exceptional / Extraordinary Items (193.89) 220.00

Net Profit/(Loss) for the year (609.00) (55.38)

Profit/(Loss) brought forward (938.91) (883.53)

Balance Carried Forward (1,547.91) (938.91)

OPERATIONS AND PERFORMANCE:

Your Company achieved a turnover of Rs. 2,071.07 lacs as compared to Rs. 5,837.20 lacs in the previous year. For various reasons beyond the control of management of the Company, it had to cool down its furnace on August 2012 and production operations were closed thereafter.

DIVIDEND:

In absence of profits, your Directors do not recommend any dividend on shares for the year under review.

REFERENCE TO LABOUR COMMISSIONER:

Your Company made an application, in September 2012 to the Office of Labour Commissioner under section 25-0 of Industrial Dispute Act, 1947 seeking permission to close the unit. After following the due process, the Labour Commissioner finally granted conditional permission in its order dated November 17, 2012 to close the establishment at Village Tipra, Barotiwala, Distt. Solan (H .P) w.e.f. December 25, 2012 with a specific condition that the management shall pay all the legal dues.

Your Company paid off all the legal dues to the employees as per the directions of Labour Commissioner (H.P), followed up by an amount of further Settlement amount in pursuance to the Award announced regarding settlement through Labour- Cum-Conciliation Officer Baddi (H.P).

SALE OF ASSETS:

The Directors of your Company having found that the assets of manufacturing plant of the Company were no longer useable and therefore, decided to scrap all equipment installed and construction rubble at the manufacture plant. The decision was approved by Members of the Company at their meeting held on May 07,2013.

The process for sale of aforesaid scrap is under way and the Company expects to realize an amount in excess of Rs. 423 Lacs therefore.

CONSTITUTIONAL VALIDATY OF ENTRY TAX:

The writ petition filled by the Company, challenging the constitutional validity of entry tax levied in April 2010 in the State of Himachal Pradesh is still pending before the hon''ble High Court of Himachal Pradesh at Shimla. The Company does not consider itself liable on this account and accordingly, no liability has been provided in books of account of the Company. LISTING WITH STOCK EXCHANGE:

Your Company is listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.

DEPOSITS:

Your Company has not accepted any deposits from the public.

CORPORATE GOVERNANCE:

Your Company took necessary measures to comply with requirements of clause 49 of the Listing Agreements of Stock Exchanges. A report on Corporate Governance along with a Certificate of Compliance from the Auditors forms part of this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, it is hereby confirms that:

- In the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures (if any);

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for the period under review;

- The Directors had taken proper and sufficient care 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;

- Though the Companies sole Unit being closed in the current financial year and Building and Plant & machinery being disposed off in the ongoing financial year; the Company annual accounts for the year ended as on March 31, 2013 have been prepared on "going concern" basis as the Board is trying to explore other business activities.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. Samir Katyal retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment as Director of your Company.

AUDITORS:

The Auditors of the Company, M/s. P. K. Maheshwari & Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Auditors have informed that their re-appointment, if made shall be within limits prescribed under section 224(1B) of the Companies Act, 1956. AUDITORS'' OBSERVATIONS:

The Auditors'' Report on Accounts has been duly considered by the Board. The auditors of the Company in their report have drawn attention to certain matters, which are explained as under:-

a) Your Company is in the process of obtaining confirmation of balances of loans, debtors, advances and liabilities. Your Company has also entered into settlement with some of its creditors/ debtors during the ensuing Financial Year and is making efforts to settle with the remaining creditors/ debtors.

b) Your Company''s management is trying its best to explore other business activities, and therefore, has the annual accounts for the year ended as on March 31,2013 have been prepared on "going concern" basis.

c) Your Company is facing with financial constraints for which reason some statutory dues are yet to be deposited by your Company. The interest and the penalties, if any, levies on such late payments will be accounted for as and when the dues are paid/ settled.

Comments of the Management on above matters pointed out by Auditor of the Company:

The Management of the Company is confident of regularising all dues in the current year.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT. 1956. UNDER SUB-SECTION m (el:

The information which is required to be given 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 provided in Annexure I.

INFORMATION UNDER SUB SECTION [(2AH OF SECTION 217 OF THE COMPANIES ACT. 1956:

No employee was in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, whose particulars are required to be disclosed in this report.

INDUSTRIAL RELATIONS:

Your Directors also wish to place on record their deep appreciation of the wholehearted co-operation and contributions of the employees at all levels.

ACKNOWLEDGEMENT:

Your Directors wish to thank the Central & State Governments, shareholders and business associates for their continued co- operation and support and look forward to their continued support in future as well.

For and on behalf of the Board of Directors

Place: New Delhi C.M. Marwah

Dated: June 03,2013 (Managing Director)

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Mar 31, 2010

The Directors take pleasure in presenting the 30th Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2010. The financial highlights are as under:

FINANCIAL RESULTS : (Rs. in lacs)

Particulars Current Year Previous Year

2009-10 2008-09

Sales & Operating Income 4612.86 4585.30

Profit / (Loss) for the year before Depreciation,

Financial Charges & Exceptional Items 285.18 134.12

Less :

Financial Charges 60.06 27.61

Depreciation 58.35 118.41 139.62 167.23 Net Profit/(Loss) before Tax & Exceptional Items 166.77 (33.11)

Provision for Fringe Benefit Tax 0.00 1.60

Income Tax Paid/Adjusted for earlier years 0.11 0.11 0-19 1.79

Net Profit/(Loss) after Tax & before

Exceptional Items 166.66 (34.90)

Exceptional Items 116.68 22.04

Net Profit/(Loss) for the year 283.34 (12.86)

Profit/(Loss) brought forward (1318.48) (1305.62)

Balance Carried Forward (1035.14) (1318.48)



OPERATIONS AND PERFORMANCE :

During the year under review, the Companys sales are Rs. 4612.86 lacs as compared to sales of Rs. 4585.30 lacs during the year ended March 31, 2009. The profit before depreciation, finance charges and Exceptional Items are Rs. 285.18 lacs during the year ended March 31,2010, as compared to the profit of Rs. 134.12 lacs during the year ended March 31, 2009. Net profit before tax & exceptional Items are Rs. 166.77 lacs during the year ended March 31, 2010 as compared to loss before tax & exceptional Items during the previous year ended March 31,2009 for Rs. 33.11 lacs net profit after tax & exceptional items are Rs. 283.34 lacs, during the year ended March 31, 2010 as compared to net loss during the previous year ended March 31, 2009 for Rs. 12.86 lacs.

For the past several years the Company has suffered losses and during the year, the Company has started earning profits from its operations due to certain changes in the raw material mix design and initiated certain new measures to control use of fuel while maintaining quality of inputs.

DIVIDEND:

In view of un- distributable profits, your Directors do not recommend any dividend on shares for the year under review.

OTS WITH STATE BANK OF INDIA :

The secured debt of the Company in the nature of Working Capital borrowing from State Bank of India has been settled on One Time Settlement (OTS) basis. As of date, the amount payable to SBI as per the OTS has been discharged in full and "No Dues Certificate" obtained from State Bank of India and Satisfaction of the same has been registered with ROC. The interest paid to SBI as per OTS has been accounted in the books of accounts for the year ended March 31, 2010.

OTS WITH IDBI:

The secured debt of the Company from IDBI has been settled on One Time Settlement (OTS) basis. IDBI has waived dividend on the Cumulative Optionally Redeemable Convertible Preference Shares (CORCPS) and Rs. 3,96,921/- payable towards interest to IDBI as per the OTS has been discharged in full and "No Dues Certificate" obtained from IDBI and Satisfaction of the same has been registered with ROC. The payment of above interest paid has been accounted in the books of accounts for the year ended March 31, 2010.

A sum of Rs. 70 lacs was paid to IDBI during the financial year 2009-10 as advance for Redemption of 70,000 Cumulative Optionally Redeemable Convertible Preference Shares (CORCPS) of Rs.100 each aggregating Rs.70 lacs. During April 2010 CORCPS of a value of Rs.35 lacs have been redeemed and the balance of Rs. 35 lacs will be redeemed at the earlier of approval of the Honble BIFR in terms of the sanctioned Draft Rehabilitation Scheme under consideration by the Honble BIFR or March 31 2011.

AGREEMENT RESCINDED WITH M/S GROWMORE PROPERTIES PVT. LTD.:

The agreement between the Company & M/S Growmore Properties Private Limited, has since been rescinded by M/S Growmore Properties Private Limited. Pursuant to the same, as per the decisions taken by the Company in its Assets Sales Committee meeting dated January 14, 2010 in concurrence with GPPL, the sum of Rs.213 lacs advanced by GPPL stands forfeited & shown as Exceptional Items.

REVALUATION OF DEMOLISHED AND DISCARDED PLANT & MACHINERY:

In accordance with Accounting Standard (AS)-28 issued by The Institute of Chartered Accountants of India titled "Impairment of Assets", the Company has assessed the applicability of the aforesaid Standard as on Balance Sheet date, with respect to indications, if any, in regard to the impairment in value of assets. Based on such aforesaid assessment, discarded plant & machinery of Rs. 111.34, lacs now revalued as on March 31, 2010 by an Approved Valuer for Rs. 15.02 lacs has resulted in writing off Rs 96.32 lacs; the amount is included as part of income comprised in Exceptional items.

PROPOSED ISSUE OF SHARE CAPITAL:

The Company propose to further increase its Authorized and Paid up Capital by Rs.500 lacs being 5,00,00,000 Equity Shares of Re 1/- and the same is to be subscribed by promoters, their friends, relatives, associates/ group companies of the Company. The aforesaid issue of equity shares to be completed at par subject to the approval of the Honble BIFR. This will also resultant in the net worth of the Company and may pull out from sickness / BIFR

IMPLEMENTATION OF REHABILITATION SCHEME APPROVED BY HONBLE BIFR :

A Civil Writ Petition filed by the Company in May, 2010 under Article 226 of the Constitution of India for implementation the Rehabilitation Scheme dated April 10, 2006 sanctioned by the Honble BIFR seeking direction to the H. P. Govt., H. P. S. E. B. and Others to implement the aforesaid scheme was admitted and stay granted from recovery of the taxes and levies subject matter of the aforesaid petition. The Company does not consider itself liable for the taxes and levies collection whereof has been stayed and if required, will account to the same in the year of final order in the matter.

LISTING WITH STOCK EXCHANGES :

Your Company has listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.

DEPOSITS:

Your Company has not accepted any deposits from the public.

CORPORATE GOVERNANCE:

The Company took necessary measures to comply with requirements of clause 49 of the Listing Agree- ments of Stock Exchanges. A report on Corporate Governance along with a Certificate of Compliance from the Auditors, forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year.

(iii) The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Com- pany, Mr. Sajeve Deora and Mr. Ambarish Chatterjee retire by rotation at the forthcoming Annual General Meeting, being eligible; offer themselves for re-appointment as Directors of your Company.

The Board of Directors have approved the re-appointment of Mr. Chander Mohan Marwah, Managing Director of the Company for a further period of three years w.e.f. July 07, 2010, on the terms & conditions mentioned at item no. 5 in the Notice calling the 30 th Annual General Meeting of the Company. This may also be considered as notice to the shareholders as required under section 302 of the Companies Act, 1956.

AUDITORS.

The Auditors of the Company, M/s. P. K. Maheshwari&Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Auditors have informed that their re-appointment, if made, shall be with in the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDfTORS OBSERVATIONS.

Observations of the Auditors when read together with the relevant notes on accounts and accounting policies are self-explanatory and do not require any further comments.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT. 1956. UNDER SUB-SECTION (1) (e):

Information with regard to conservation of energy, absorption of technology and foreign exchange earning and outgo is enclosed and forms an integral part of this report.

UNDER SUB SECTION [(2A)]:

No employee was in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, whose particulars are required to be disclosed in this report.

INDUSTRIAL RELATIONS :

Your Directors also wish to place on record their deep appreciation of the wholehearted co-operation and contributions of the employees at all levels.

ACKNOWLEDGEMENT:

Your Directors wish to thank the Central & State Governments, shareholders and business associates for their continued co-operation and support and look forward to their continued support in future as well.

For and on behalf of the Board of Directors

Place: New Delhi C. M. Marwah

Dated: July 21,2010. (Managing Director)