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th35

Annual Report

2014-2015

th35

Annual Report

2014-2015

Jai Mata Glass Limited

EfgELEGANT FIGURED GLASS

Range of Elegant Frosted Glass

th2 H 35 ANNUALREPORT

BOARD OF DIRECTORSMr. C. M. Marwah (Managing Director)Mr. Sajeve Bhushan DeoraMr. Samir Katyal Mr. Ambarish ChatterjeeMrs. Anu MarwahMr. Sanjay Kumar Sareen

BOARD COMMITTEES:

AUDIT COMMITTEE:Mr. Sajeve Bhushan Deora ChairmanMr. Chander Mohan Marwah MemberMr. Ambarish Chatterjee Member

STAKEHOLDERS RELATIONSHIP COMMITTEEMr. Sanjay Kumar Sareen ChairmanMrs. Anu Marwah MemberMr. Chander Mohan Marwah Member

NOMINATION AND REMUNERATION COMMITTEEMrs. Anu Marwah ChairmanMr. Sanjay Kumar Sareen MemberMr. Ambarish Chatterjee Member

MARKET AND INVESTMENT COMMITTEEMr. Ambarish Chatterjee ChairmanMr. Sanjay Kumar Sareen MemberMr. Chander Mohan Marwah Member

RISK MANAGEMENT COMMITTEEMr. Sanjay Kumar Sareen ChairmanMr. Chander Mohan Marwah MemberMr. Samir Katyal Member

AUDITORS M/s. K.R. & Co., Chartered Accountants,PU-53, Vishakha Enclave, Pitampura, Delhi-88 Email: [email protected]

REGISTERED OFFICE

Village Tipra, P. O. Barotiwala, District Solan, Himachal Pradesh - 174 103

HEAD OFFICEEA-176, Inderpuri, New Delhi-110012

BANKERSState Bank of IndiaInderpuri, New Delhi-110012

REGISTRAR & SHARE

TRANSFER AGENT M/s. Link Intime India Pvt. Ltd.

nd44, Community Centre, 2 Flr, Naraina Industrial Area,Phase-I, PVR Naraina, New DelhI-110028.

CONTENTS Page No.

Notice 3

Corporate Governance Report 7

Board's Report 19

Management Discussion 33and Analysis Report

Independent Auditors' Report 34

Balance Sheet 36

Profit & Loss Account 37

Cash Flow Statement 38

Notes Forming Part of the Accounts 39

Attendance Slip & Proxy Form 47

JAI MATA GLASS LIMITEDRegistered Office: Village Tipra, P. O. Barotiwala, District Solan, H. P. 174103

CIN NO: L26101HP1981PLC004430; Email ID: [email protected]: www.jaimataglass.com; Phone No: 011 41536830; Fax no. 011 41536830

THNOTICE CONVENING THE 35 ANNUAL GENERAL MEETING OF THE COMPANY

thNotice is hereby given that the 35 Annual General Meeting of the Shareholders, will be held at the Registered Office of the Company at Village Tipra, P. O. Barotiwala, District Solan, Himachal Pradesh - 174103 on Wednesday , the 30th day of September , 2015 at 11.00 A.M. to consider and transact, with or without modification(s), the following businesses as:

ORDINARY BUSINESS:

st1. To receive, consider and adopt the Financial Statements of the Company as at March 31, 2015, including Audited Balance Sheet as at 31 March, 2015 and the

Audited Profit and Loss Account for the year ended on that date together with the Reports of the Directors and the Auditors thereon.

2. To consider the re-appointment of Mr. , who retires from the said office by rotation and being eligible, offers himself for re-appointment to the said office.

3. To appoint auditors of the Company and fix their remunerations.

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

th“RESOLVED THAT Mrs. Anu Marwah (DIN 00645865), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 30 Day of March 2015, in terms of the provisions of Section 161(1) of the Companies Act 2013 and other applicable provisions (including any modification or re-enactment thereof), if any, and whose term of Office expires at the ensuing Annual General Meeting and in respect of whom the Company has received a Notice in writing from a Member proposing her appointment as a Woman Director, be and is hereby appointed as a Director of the Company whose period of office shall be liable to determination by retirement of directors by rotation.”

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 and any other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013, read with Schedule IV to the Companies Act 2013 Mr. Sanjay Kumar Sareen (holding DIN 02320309) who was appointed as an Additional Director on the Board of Directors of the Company and whose term of Office expires at the ensuing Annual General Meeting and in respect of whom the Company has received a Notice in writing from a Member proposing appointment as a Director, be and is hereby appointed as an Independent Director of the Company

stto hold office for five(5) consecutive years for a term up to 31 March 2020.

6. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, a new set of Articles of Association be and is hereby approved and adopted as the Articles of Association of the Company in total exclusion, substitution and superseding of the existing Articles of Association.

“RESOLVED FURTHER THAT Mr. Chander Mohan Marwah (DIN: 00172818), Managing Director of the Company be and is hereby authorized to sign, verify, execute and file all necessary documents with any Governmental Authority including but not limited to, the Registrar of Companies, National Capital Territory of Delhi and such other authorities as may be required from time to time and to do all such acts, deeds, matters and things necessary or expedient to give effect to resolution.”

By Order of the Board of Directors

Sd/-

Place: New Delhi C. M. Marwahth Date: 20 August, 2015 Managing Director

DIN N0. 00172818

IMPORTANT NOTES: th th1) The Register of Members and the Share Transfer books of the Company will remain closed from Friday, 25 September 2015, to Tuesday, 29 September, 2015

(both days inclusive) for annual closing.

2) The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed.

3) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY.

A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable.

4) To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

5) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

6) Details under Clause 49 of the Listing Agreement with the Stock Exchange in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting, forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment/re-appointment.

Samir Katyal (DIN 00645810)


7) Electronic copy of the Annual Report for Year 2015 is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for

8) Electronic copy of the Notice of the 35th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of the 35th Annual General Meeting of the Company, inter alia, indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

9) Members may also note that the Notice of the 35th Annual General Meeting and the Annual Report for Year 2015 will also be available on the Company's website www.jaimataglass.com for download. The physical copies of the aforesaid documents will also be available at the Company's Registered Office for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company's investor email id: [email protected]

10) Voting through electronic means

I. In Compliance With Provisions of Section 108 of The Companies Act, 2013 And Rule 20 Of The Companies (Management And Administration) Rules, 2014, thThe Company Is Pleased To Provide Members Facility To Exercise Their Right To Vote At The 35 Annual General Meeting (AGM) By Electronic Means And

The Business May Be Transacted Through E-Voting Services Provided By Central Depository Services Limited (CDSL):

The instructions for e-voting are as under:th(i) The shareholders' of the Company, holding shares either in physical form or in Demat form can vote through e-Voting The voting period begins on <26

thSeptember 2015 at 9.00am> and ends on <28 September 2015 at 5.00 pm. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for Year 2015 is being sent in the permitted mode.

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

PAN

Dividend Bank DetailsORDate of Birth (DOB)

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant <Company> on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xviii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Note for Non – Individual Shareholders and Custodians

· Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.


· A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

· After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

· The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

· A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date rdi.e. 23 September 2015 may follow the same instructions as mentioned above for e-Voting.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected]

11. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

12. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

13. Mr. Rajendra Singh, Chartered Accountant in Practice (Membership No.090790) has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

14. The Chairman shall, at the AGM at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

15. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

16. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.jaimataglass.com and on the website of CSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchanges whereat the securities of the Company are listed.


Sd/-

Place: New Delhi C. M. Marwahth Date: 20 August, 2015 Managing Director

DIN N0. 00172818

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT 2013:

ITEM NO. 4:

The Board of Directors of the Company has pursuant to Section 149 and 161 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 (II)(A)(I) of the Listing Agreement, at their meeting held on 30th March 2015, appointed Mrs. Anu Marwah as an Additional Director of the Company with effect from 30.03.2015, who also held office as a woman director.

She holds bachelor degree in Commerce and has experience in market & administration. She also has experience of holding office as a Director in the Board of other Companies.

Under Section 161(1) of the Companies Act 2013 read with the Applicable Rules and any other provisions of the Companies Act 2013, Mrs. Anu Marwah holds office only up to the date of the ensuing Annual General Meeting of the Company. A notice has been received from a Member proposing to appoint Mrs. Marwah as a Director of the Company, whose term in the office shall be liable to be determined by rotation.

Mrs. Anu Marwah also holds directorship and membership of Committees of the Board of Directors of other Companies in India, which is:

Director in J. P. Overseas Pvt. Limited since .

She is also the Chairperson of the Remuneration & Nomination Committee of the Committee and the Member of Stakeholder Relationship Committee of the Company.

Her shareholding in the Company is of 20000 Equity Shares on joint basis.

The amount of deposit from the Member proposing the candidature of Mrs. Marwah is received by the Company.

Except Mrs. Anu Marwah, Mr. Samir Katyal and Mr. Chander Mohan Marwah, none of the Directors or Key Managerial personnel of the Company or their relatives is concerned or interested, in a financial capacity or otherwise, in the resolution set out at Item No. 4.

This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchange.

ITEM NO. 5

Mr. Sanjay Kumar Sareen, had been appointed with effect from 30.03.2015, by the Board of Directors of the Company, as an Additional Director, pursuant to Section 149 and 161 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 (II)(A)(I) of the Listing Agreement, at the meeting held on 30th March 2015.

Mr. Sanjay Kumar Sareen is a Non Executive Independent Director of the Company. He is also a member of the Remuneration and Nomination Committee, Risk Management Committee, Market and Investment Committee and Stakeholder Relationship Committee of the Board of Directors of the Company.

The amount of deposit from the Member proposing the candidature of Mr. Sareen is received by the Company.

Mr. Sanjay Kumar Sareen also holds directorship and membership of the Committees of the Board of the under stated other companies in India:

Director in Growmore Properties Private Limited since 07/12/2006.

20/06/1994. Director in Love Kush Estates Private Limited since 17/08/2000



Director in Specialities Glass India Private Limited since 12/01/2011.

Director in SKA Promoters and Builders Private Limited 27/06/2014.

He holds 108067 equity shares of the company.

Mr. Sareen, holds office upto the ensuing the ensuing Annual General Meeting under the applicable provisions of the Companies Act. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Sareen is proposed to be appointed as an Independent Director for five consecutive years for a term upto 31st March, 2020.

A notice has been received from a member proposing Mr. Sareen as a candidate for the office of Director of the Company. In the opinion of the Board, Mr. Sareen fulfils the conditions specified in the Companies Act, 2013 and rules made there under for his appointment as an Independent Director of the Company and is independent of the management. Copy of the draft letter for appointment of Mr. Sareen as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day.

The Board considers that the appointment of Mr. Sareen would be of immense benefit to the Company and it is desirable to avail services of Mr. Sareen as an Independent Director in terms of his extensive experience in diverse fields.

Accordingly, the Board recommends the resolution in relation to appointment of Mr. Sareen as an Independent Director, for the approval by the shareholders of the Company.

Except Mr. Sanjay Kumar Sareen, being the proposed appointee, none of the Directors or Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 5.

This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock Exchanges.

ITEM NO. 6

In view of the notification of the Companies Act, 2013 and rule made there under the Companies Act, 2013, it is necessary to adopt new set of Articles of Association giving effect to the provisions and rules framed therein.

Various clauses in the existing Articles of Association necessitate amendment and/or alteration in order to reflect inter-se, various provisions and rules framed therein.

As per the provisions of Section of the Companies Act, 2013, alteration in Articles of Association of the Company will require to be approved by the Shareholders of the Company by way of Special Resolution and hence placed for seeking approval of the Shareholders.

Your Board recommends this resolution to seek your approval for amendment for adoption of new set of Articles of Association.

None of the persons specified in Section 102 of the Companies Act, 2013, namely the Promoters, Directors, Key Managerial Personnel, Relatives of Promoters, Directors and Key Managerial Personnel or the entities comprising the interest of Promoters, Directors or Key Managerial Personnel, are concerned or interested in the above resolutions.


Sd/-Place: New Delhi C. M. MARWAH

thDated: 20 August, 2015 Managing Director

DIN No. 00172818.

Corporate Governance Report(In compliance with Clause 49 of Listing Agreement)

I. MANDATORY REQUIREMENTS

1. Corporate Governance:

Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders' aspirations and society's expectations. Good governance practices stem from the dynamic culture and positive mindset of the organisation.Your Company is committed to good corporate governance in all its activities and processes. It has thus become crucial to foster and sustain a culture that integrates all components of good governance by carefully balancing the complex inter-relationship among the Board of Directors, Audit Committee, Finance, Compliance and Assurance teams, Auditors and the senior management.

The Board of Directors endeavor to create an environment of fairness, equity and transparency in its transactions with the underlying objective of securing long term shareholder value.

2. Board of Directors

2.a Composition of Board:

The Company's policy is to maintain optimum combination of Executive and Non-Executive Directors.The Board of Directors of your Company comprises 6(Six) members with 3 independent Non-Executive Directors who have been appointed for the professional expertise and experience that they possess. The composition and category of Directors as on 31.03.2015 is as follows:

# Mr. Samir Katyal is related to Mr. C.M. Marwah.

## Ms. Anu Marwah is the wife of Mr. Chander Mohan Marwah and was appointed as on 30.03.3015### Mr. Sanjay Kumar Sareen, was appointed as on 30.03.2015None of the other directors are related to any other director on the Board.

Details of the Directors seeking appointment in the Annual General Meeting (Pursuant to Clause 49 of the Listing Agreement)

2. b Attendance of Directors at the Board Meeting & Last AGM

th* Appointed as Additional Director as on 30 Day of March 2015

Name of the Director Category of Directorship No. of Board Meetings Attendance at last AGMAttended Attended

Mr. C.M. Marwah Promoter, Executive Director 6 Yes

Mr. Samir Katyal Promoter, Non-Executive Director 6 Yes

Mr. Sajeve Bhushan Deora Non-Executive & Independent Director 6 Yes

Mr. Ambarish Chatterjee Non-Executive & Independent Director 6 Yes

Mrs. Anu Marwah* Promoter, Non-Executive 1 N.A

Mr. Sanjay Kumar Sareen* Non-Executive, Independent Director 1 N.A


S.No. Name of the Director Designation Category1 Mr. Chander Mohan Marwah Managing Director Promoter, Executive2 Mr. Samir Katyal # Director Promoter, Non-Executive3 Mr. Sajeve Bhushan Deora Director Independent, Non-Executive4 Mr. Ambarish Chatterjee Director Independent, Non-Executive5 Mrs. Anu Marwah## Additional Director Promoter, Non-Executive6 Mr. Sanjay Kumar Sareen### Additional Director Independent, Non Executive

Name of Director Mrs. Anu Marwah

Date of Birth April 20, 1961

Date of Appointment / Designation 30.03.2015/Additional Director

Qualification B. A.

Experience in Specific Mrs. Anu Marwah has vast experience in market & administration

Directorship held in other companies 02

Chairman/member of the Committee of the Board of Directors of the Company 02

Chairman/member of the Committee of the Board of Directors of other Company 00

Number of Shares held in the Company 20000 on joint basis

Relationship with other Directors She is the wife of Mr. Chander Mohan Marwah,of Mr. Samir Katyal, Director of the Company.

Date of Appointment / Designation 30.03.2015 / Additional Director

Name of Director Mr. Sanjay Kumar Sareen

Date of Birth September 22, 1962

Qualification Graduate Experience in Specific Mr.Sanjay Kumar Sareen has vast experience in Marketing research and R & D functions.

Directorship held in other companies 03

Chairman/member of the Committee of the Board of Directors of the Company

04

Chairman/member of the Committee of the Board of Directors of other Company

00

Number of Shares held in the Company 108067

Relationship with other Directors Not related to any Directors of the Company

Managing Director ofthe Company and sister

2. c Other Directorships, Chairmanships/ Memberships of Committees of each director in various companies and number of shares of the Company held as at March 31, 2015

th*Appointed as on 30 March 2015

2.d. Information of the Board Meetings held during the year

During the financial year 2014-2015, the members of the Board met Six times to review, discuss and decide about the business of the Company.

The dates on which the said meetings were held are as follows:

2.e Separate Independent Directors Meetings

The Independent Directors meet at least once in a year, without the presence of Executive Directors or Management representatives. They also have a separate meeting with the Non-Executive Chairman, to discuss issues and concerns, if any.

The Independent Directors met one time during the Financial Year ended 31st March, 2015 on 31st March, 2015 and inter alia discussed:

• the performance of non-Independent Directors and the Board as a whole;

• the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

• the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. In addition to these formal meetings, interactions outside the Board meetings also take place between the Chairman and Independent Directors.

2. f Recording minutes of proceedings at Board and Committee meetings

The records of the minutes of proceedings of each Board and Committee meeting are maintained by the Company. Minutes are drafted in due compliance of applicable mandatory Secretarial Standards and are circulated to Board/ Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.

2. g Compliance

The Company, while preparing the agenda, notes agenda and minutes of the meeting(s), is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 1956/ Companies Act, 2013 read with rules issued there under, as applicable and the Secretarial Standards recommended by the Institute of Company Secretaries of India.

3. Audit Committee

The terms of reference of Audit Committee are as per Clause 49 of the Listing Agreement executed with the Stock Exchanges, read with Section 177 of the Companies Act, 2013 and includes such other functions as may be assigned to it by the Board from time to time. The main function of the Audit Committee, interalia, includes:

·Powers of the Audit Committee

§To investigate any activity within its terms of reference

§To seek information from any employee

§To obtain outside legal or other professional advice

§To secure attendance of outsiders with relevant expertise, if it considers necessary

·Role of the Audit Committee, inter alia, includes the following:

§Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

§Recommending the appointment, remuneration and terms of appointment of statutory auditors including cost auditors of the Company

§Approving payment to statutory auditors, including cost auditors, for any other services rendered by them

§Reviewing with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

§Matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

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

§Major accounting entries involving estimates based on the exercise of judgement by the management;

§Significant adjustments made in financial statements arising out of audit findings;

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

§Disclosure of any related party transactions; and Qualifications in draft audit report.


Name of the Director Number of other directorships in CommitteesIndian public companies Membership/Chairmanship of other companies

Chairmanship Membership

Mr. C.M. Marwah Nil Nil Nil

Mr. Samir Katyal Nil Nil Nil

Mr. Sajeve Bhushan Deora 06 01 01

Mr. Ambarish Chatterjee 02 02 03

Mrs. Anu Marwah* Nil Nil Nil

Mr. Sanjay Kumar Sareen* Nil Nil Nil

Quarter Date of Board Meeting

April 2014-June 2014 1) 22.04.2014 at 4:00 pm

July 2014 -December 2014 1) 14.07.2014 at 4:00 pm2) 14.08.2014 at 4:00 pm

October 2014-December 2014 1) 11.11.2014 at 4:00 pm

January 2015-March 2015 1) 05.02.2015 at 4:00 pm2) 30.03.2015 at 4:00 pm

§Reviewing, with the management, the quarterly financial statements before submission to the Board for approval

§Monitoring and reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter

§Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process

§Approval or any subsequent modification of transactions of the Company with related parties

§Scrutiny of inter-corporate loans and investments

§Valuation of undertakings or assets of the Company, wherever it is necessary

§Evaluation of internal financial controls and risk management systems

§Reviewing, with the management, the performance of statutory auditors and internal auditors, adequacy of internal control systems

§Formulating the scope, functioning, periodicity and methodology for conducting the internal audit

§Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

§Discussion with internal auditors of any significant findings and follow-up thereon

§Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board

§Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern

§To look into the reasons for substantial defaults, if any, in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors

§To review the functioning of the Vigil Mechanism and Whistle Blower mechanism

§Approval of appointment of the CFO (i.e. the whole time Finance Director or any other person heading the finance function or discharging that function) after assessing qualifications, experience and background, etc. of the candidate

§Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

§Reviewing financial statements, in particular the investments made by the Company's unlisted subsidiaries

§Reviewing the following information:

1. The Management Discussion and Analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

3. Management letters/letters of internal control weaknesses issued by the statutory auditors; Internal audit reports relating to internal control weaknesses; and

4. Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor / internal auditor(s).

A. General

The representatives of statutory auditors are permanent invitees to the Audit Committee Meetings. They have attended all the Audit Committee meetings held during the year. Executives of Accounts Department and Finance Department also attend Audit Committee Meetings. The Chairman of the Audit

thCommittee was present at the last Annual General Meeting held on 14 August, 2014.

B. Composition & Qualification of Audit Committee

C. Meetings of Audit Committee

During the financial year 2014-15, five meetings of Audit Committee were held as under:

4. Nomination and Remuneration Committee

Your Company has constituted a Remuneration Committee which has been reconstituted and renamed as Nomination and Remuneration Committee w.e.f 30.03.2015 in terms of reference of the compliance with provisions of the Companies Act, 2013, and Clause 49(IV) of the Listing Agreement as amended from time to time.

Name

Sajeve Bhushan Deora

Chander Mohan Marwah

Ambarish Chatterjee

Category of Directorship

Independent, Non-Executive Director

Promoter, ExecutiveDirector

Independent, Non-Executive Director

Designation inAudit Committee

Chairman

Member

Member

Qualification & Experience

Fellow Member of the Institute of Chartered Accountants of India with over 30 years of experience. Possesses varied experience in fields of finance, taxation, audit and accounts.

Experience of over 32 years in industry and business.

Fellow Member of the Institute of Company Secretaries of India having over 21 years post qualification experience. Possesses experience in the areas of economic and corporate legislations.

No. of meetingsAttended

5

5

5


Quarter Date of Meeting Number of MembersPresent Present

April 2014 - June 2014 April 22, 2014 03 02

July 2014 - September 2014 July 14, 2014 03 02

August 14, 2014 03 02

October 2014 - December 2014 November 10, 2014 03 02

January 2015 - March 2015 February 2, 2015 03 02

Number of Independent Directors


·Terms of Reference of the Committee, inter alia, includes the following:

§To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal

§To carry out evaluation of every Director's performance

§To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees,

§To formulate the criteria for evaluation of Independent Directors and the Board

§To devise a policy on Board diversity

§To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria

§To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable;

§To perform such other functions as may be necessary or appropriate for the performance of its duties.

Composition of Nomination & Remuneration Committee wef 30.03.2015:

A. Meeting Details

Two meetings of the Nomination and Remuneration Committee were held during the year. The details of meeting and attendance are:

B. Particulars of Directors' Remuneration during the financial year 2014-2015:

No Remuneration was paid to any of the Directors of the Company during the Year 2014-15.

C. Remuneration Policy:

Remuneration Policy for Directors, Key Managerial Personnel and other employees

1. Introduction

1.1. Jai Mata Glass Limited recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

a) Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

b) Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

c) Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

2.1. This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 “Director” means a director appointed to the Board of the Company.

3.2 “Key Managerial Personnel” means

(I) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act, 2013.

3.3 “Nomination and Remuneration Committee” means the committee constituted by Jai Mata Glass Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration (NR) Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

4.1.2 The Board, on the recommendation of the NR Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components:

(i) Basic Pay(ii) Perquisites and Allowances(iii) Stock Options(iv) Commission (Applicable in case of Executive Directors)(v) Annual Performance Bonus

Name of Member Category

Mrs. Anu Marwah Promoter, Non-Executive

Mr. Sanjay Kumar Sareen Independent, Non-Executive

Mr. Ambarish Chatterjee Independent, Non-Executive


April 2014 - June 2014 April 22, 2014 03 02

January 2015 - March 2015 March 31, 2015 03 02


4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives shall be reviewed by the NR Committee and Annual Performance Bonus will be approved by the Committee based on the achievements against the Annual Plan and Objectives.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration, if any, payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholders.

4.2.2 Non-Executive Directors shall be entitled to sitting fees as per the discretion of the Board for attending the meetings of the Board and the Committees thereof.

*Presently none of the Non-Executive Directors are receiving the sitting fees for attending the meeting of the Board.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization.

Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

D. Evaluation Criteria:

1. Policy for Selection of Directors and determining Directors' independence

1.1 Jai Mata Glass Limited (JMGL) believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, JMGL ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2 JMGL recognizes the importance of Independent Directors in achieving the effectiveness of the Board. JMGL aims to have an optimum combination of Executive, Non-Executive and Independent Directors.


2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company.



3.1 “Director” means a director appointed to the Board of a company.

3.2 “Nomination and Remuneration Committee” means the committee constituted by JMGL's Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

3.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration (NR) Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company's global operations.

4.1.2 In evaluating the suitability of individual Board members, the NR Committee may take into account factors, such as:

§General understanding of the Company's business dynamics, global business and social perspective;

§Educational and professional background

§Standing in the profession;

§Personal and professional ethics, integrity and values;

§Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

§Shall possess a Director Identification Number;

§Shall not be disqualified under the Companies Act, 2013;

§Shall give his written consent to act as a Director;

§Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

§Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

§Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

§Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.

4.1.4 The NR Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.

4.2 Criteria of Independence

4.2.1 The NR Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria of independence, as laid down in Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director—

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoter of the company or its holding, subsidiary or associate company;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or


their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. who, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company.

f. shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, corporate social responsibility or other disciplines related to the Company's business.

g. shall possess such other qualifications as may be prescribed, from time to time, under the Companies Act, 2013.

h. who is not less than 21 years of age.

4.2.3 The Independent Directors shall abide by the “Code for Independent Directors” as specified in Schedule IV to the Companies Act, 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The NR Committee shall take into account the nature of, and the time involved in a Director's service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships.

For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

5. Stakeholders' Relationship Committee

Your Company has constituted an Investor Grievance Committee to look into the grievances of the investors. This Committee has been reconstituted and renamed as Stakeholder Relationship Committee w.e.f 30.03.2015 in terms of reference and compliance with the Clause 49(VIII)(E)(4) of the Listing Agreement as amended from time to time.

Composition of Stakeholder's Relationship Committee wef 30.03.2015:

C. Dates & no. of meetings of the Stakeholder's Relationship Committee held during the year under report & members attendance thereat

The Stakeholder's Relationship (SR) Committee is primarily responsible to review all matters connected with the Company's transfer of securities and redressal of shareholders' / investors' / security holders' complaints. The Committee also monitors the implementation and compliance with the Company's Code of Conduct for prohibition of Insider Trading.

The Stakeholder's Relationship (SR) Committee's composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.

·Prohibition of Insider Trading

§With a view to regulate trading in securities by the directors and designated employees, the Company has adopted

as amended thereto.·Investor Grievance Redressal

§The number of complaints received and resolved to the satisfaction of investors during the year under review and their break-up are as under:

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) and

Code of Conduct to Regulate, Monitor and Report Trading by Insiders as per Schedule B of the said Regulations in terms of SEBI Notification No. LAD-thNRO/FN/2014-15/21/85 dated 15 January 2015

Name of Member Category and Designation

Mr. Sanjay Kumar Sareen Non-Executive, Chairman

Mr. C.M. Marwah Executive, Member

Mrs. Anu Marwah Non-Executive, Member


July 2014 - September 2014 August 14, 2014 04 02

October 2014 - December 2014 December 30, 2014 04 02

January 2015 - March 2015 March 5, 2015 04 02March 31, 2015 03 02



Type of Complaints Number of Complaints

TOTAL Nil

6. Market and Investment Committee:thYour Company has a constituted Market and Investment Committee on 30 March 2015 and its composition and terms of reference are in accordance with the

Clause 49 of the Listing Agreement.

A. Composition of Market and Investment Committee:

B. Dates & no. of meetings held during the year under report & members attendance thereat: None (constituted on 30.03.2015)

7. Risk Management Committee:

Composition of the Committee

The Risk Management Committee (RM Committee) was constituted by the Board on March 30, 2015 adhering to the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee's prime responsibility is to implement and monitor the risk management plan and policy of the Company. The Committee's constitution meets with the requirements of Clause 49 of the Listing Agreement.

·Role and Responsibilities of the Committee includes the following:

§Framing of Risk Management Plan and Policy

§Overseeing implementation of Risk Management Plan and Policy

§Monitoring of Risk Management Plan and Policy

§Validating the process of risk management

§Validating the procedure for Risk Minimisation

§Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

§Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

§Performing such other functions as may be necessary or appropriate for the performance of its oversight function.

·Meeting Details

§No meeting of the Committee was held during the year.

8. Subsidiary Companies:stIn terms of the Clause 49(V) of the Listing Agreement, the Company has no subsidiary as on year ended 31 March 2015, therefore the compliance of the

aforesaid Clause is not required to adhered to by the Company. Accordingly, the Company has not formulated a policy for determining material subsidiaries.

9. General Body Meetings:

The details of Annual General Meetings held during the previous three years are as under:

A. Annual General Meetings:

Details of Ordinary Resolution passed in the Last Annual General Meeting dated 14.08.2014st1. Approval of Annual Accounts for the Financial Year ending on 31 March 2014.

2. Appointment of Mr. Ambarish Chatterjee (DIN No. 00653680) as an Independent Director of the Company for a period of 3(three) years.

3. Appointment of Mr. Sajeve Deora (DIN No. 00003305) as an Independent Director of the Company for a period of 3(Three) years.

4. Appointment of M/s KR & Co. as the Statutory Auditors of Company.

Non-Receipt of Annual Reports Nil

Non-Receipt of Dividend Warrants Nil

Non-Receipt of Interest/ Redemption Nil

Warrants Nil

Non-Receipt of Certificates Nil


Financial Year Location and Time Special Resolutions passed

2013 – 2014

2012 – 2013

2011 – 2012

14th August, 2014 at11.00 A.M. at Village Tipra,P.O. Barotiwala, District Solan, Himachal Pradesh 174103

Under Section 180(1)(a) of the Companies Act 2013, consent for Sale of Land at Village Tipra Barotiwala, Distt. Solan, Himachal Pradesh**(passed through Postal Ballot)

28th September, 2013 at 11.00 A.M. at Village Tipra,P.O. Barotiwala, District Solan, Himachal Pradesh 174103

29th September, 2012 at 11.00 A.M. at Village Tipra,P.O. Barotiwala, District Solan, Himachal Pradesh 174103

Special resolution passed regarding reappointment of Mr. Samir Katyal as Whole Time Director of the Company

NIL


1. Mr. Ambarish Chatterjee Chairman,

3. Mr. C.M. Marwah Member, Promoter

3. Mr. Sanjay Kumar Sareen Member, Non-Executive

Non-Executive


1. Chairman

3. Mr. C.M. Marwah Member

3. Mr. Sameer Katyal Member

Mr. Sanjay Kumar Sareen

B. Extra-ordinary General Meetings:stDuring the year ended 31 March 2015, no Extra-Ordinary General Meeting of the Company was held.

10. Disclosures

A. Disclosures of Related Party Transactions

The related party transactions are periodically placed before the Audit Committee and Board of Directors for their consideration and approval. During the period under review, the Company had not entered into any material transaction with any of its related parties which were in conflict with the Company's interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 24 of Financial Statements, forming part of the Annual Report. All related party transactions are negotiated on an arms length basis, and are intended to further the Company's interests.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS AND ON DEALING WITH RELATED PARTY TRANSACTIONS

1. INTRODUCTION:

Jai Mata Glass Limited (the “Company” or “JMGL”) recognizes that related party transactions can present potential or actual conflicts of interest and may raise questions about whether such transactions are consistent with the Company's and its stakeholders' best interests.

2. SCOPE AND EXCLUSION

This policy sets definition of materiality of related party transactions and dealing with related party transactions.

3. TERMS AND REFERENCES

3.1 Materiality of related party transactions

Contracts / arrangements with a related party shall be considered as “material related party contracts / arrangements if the transactions during a financial year under such contracts / arrangements exceed the threshold prescribed by SEBI Circular -CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014 or any amendment thereof.

4. POLICY:

4.1 All related party contracts / arrangements shall be entered on arms' length basis.

4.2 In exceptional circumstances, where permitted by law, related party contracts /arrangements may deviate from the principle of arm's length, after approval from Audit Committee.

4.3 All related party contract / arrangements shall comply with the Companies Act, 2013.

4.4 All related party contract / arrangements shall comply with Listing Agreement.

4.5 All related party contract / arrangements shall comply with Accounting Standards.

4.6 All domestic related party contracts / arrangements shall, wherever applicable, comply with Domestic Transfer Pricing Requirement under section 92BA of Income Tax Act, 1961 including certification from independent accountants under the Transfer Pricing Regulations.

4.7 All international related party contract / arrangements shall comply with International Transfer Pricing Requirement under section 92B of Income Tax Act, 1961 including certification from independent accountants under the Transfer Pricing Regulations.

4.8 Approval of Audit Committee shall be taken for related party contracts / arrangements cotracts' / arrangements as required under the Companies Act and Listing Agreement..

B. Management & Discussion Analysis Report:

A comprehensive Management & Discussion Analysis Report has been enclosed with this report.

C. Details of Compliances/ Non compliances by the Company with applicable Laws

The Board of Directors periodically reviews compliance reports of the laws applicable to the Company and the Company initiates requisite action for strengthening of its statutory compliance procedures, as may be suggested by the members of the Board from time to time.

The Company has complied with various rules and regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India (SEBI) and other statutory authorities on all matters relating to capital markets, and no penalties or strictures have been imposed on the Company by any of the said authorities in this regard during the last three years.

D. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a Whistle Blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

1. INTRODUCTION:

1.1 Jai Mata Glass Limited (the “Company” or “JMGL”) is committed to conducting business with integrity, including in accordance with all applicable laws and regulations. JMGL expectations with respect to business ethics are contained in the Code of Business Conduct and Ethics (the “Code of Conduct”).

1.2 Employees are required to report actual or suspected violations of applicable laws and regulations and the Code of Conduct, and JMGL has an obligation to ensure that there is a procedure in place to enable the reporting of such violations.

2. SCOPE AND EXCLUSION

2.1 This Vigil Mechanism and Whistle-blower Policy (the “Policy”) sets out the procedure to be followed when making a disclosure.

2.2 This Policy applies to all Employees, regardless of their location. Violations will result in appropriate disciplinary action. Please familiarize yourself with this Policy, and seek advice from the Management of JMGL if any questions arise.

3. TERMS AND REFERENCES


3.1 “Audit Committee” means the committee constituted by JMGL in accordance with Section 177 of the Companies Act, 2013, which has responsibility for supervising the development and implementation of this Policy.

3.2 “Code of Conduct” means the Code of Business Conduct and Ethics.

3.3 “Employee” means any employee or director of JMGL.

3.4 “Ethics & Compliance Task Force” means the committee designated by the Audit Committee to process and investigate Protected Disclosures, comprising the Executive Director, an Independent Director, Finance Manager.

3.5 “Protected Disclosure” means the disclosure of a Reportable Matter in accordance with this Policy.

3.6 “Reportable Matter” means a genuine concern concerning actual or suspected:


a. fraudulent practices, such as improperly tampering with RIL books and records, or theft of company property;

b. corruption, including bribery and money laundering;

c. breaches of the Code of Conduct.

Please note that complaints concerning personal grievances, such as professional development issues or Employee compensation, are not Reportable Matters for purposes of this Policy.

3.7 “Whistle-blower” means any Employee who makes a Protected Disclosure under this Policy.

4. POLICY:

4.1 Responsibility to Report

Protected Disclosures are to be made whenever an employee becomes aware of a Reportable Matter. The Protected Disclosure should be made promptly upon the Employee becoming aware of the Reportable Matter. Reportable Matters should be made pursuant to the reporting mechanism described in Section 4.2 below.

The role of a Whistle-blower is limited to making a Protected Disclosure. A Whistle-blower should not engage in investigations concerning a Reportable Matter that is the subject of a Protected Disclosure. Neither should a Whistle-blower become involved in determining the appropriate corrective action that might follow from the submission of a Protected Disclosure.

4.2 Reporting Mechanism

4.2.1 JMGL has established an Ethics & Compliance Task Force to process and investigate Protected Disclosures. The Ethics & Compliance Task Force operates under the supervision of the Audit Committee. Protected Disclosures are to be made to the Ethics & Compliance Task Force in the prescribed format as follows:

a. by email to [email protected];

b. by telephone to the Whistle-blower Contact - +91-11-41536830; or

c. by letter addressed to the Ethics & Compliance Task Force, marked "Private and Confidential", and delivered to the Chairman of the Ethics & Compliance Task Force, Village Tipra Barotiwala, Solan, Himachal Pradesh.

4.2.2 Moreover, in exceptional cases, Employees have a right to make Protected Disclosures directly to the Chairman of the Audit Committee as follows:

a. by email to [email protected]; or

b. by letter addressed to the Audit Committee, marked "Private and Confidential", and delivered to the Chairman of the Audit Committee, at Village Tipra Barotiwala, Solan, Himachal Pradesh.

4.2.3 To enable the proper investigation of any Reportable Matter, a Protected Disclosure should include as much information as possible concerning the Reportable Matter.

To the extent possible, the following information should be provided:

a) the nature of the Reportable Matter (for example, if the Reportable Matter concerns an alleged violation of the Code of Conduct, please refer to the provision of the Code of Conduct that is alleged to have been violated);

b) the names of the Employees to which the Reportable Matter relates (for example, please provide the name of the business unit that is alleged to have violated the Code of Conduct);

c) the relevant factual background concerning the Reportable Matter (for example, if the Reportable Matter concerns a violation of the Code of Conduct, please include information about the circumstances and timing of the violation); and

d) the basis for the Protected Disclosure (for example, where knowledge of the alleged violation is based upon documents in the Whistle-blower's possession or control, please provide a copy of the pertinent documents).

4.2.4 To enable further investigation of Reportable Matters, Whistle-blowers are strongly encouraged to provide their name and contact details whenever they make a Protected Disclosure under this Policy. If a Whistle-blower does not provide his or her name and contact details when making a Protected Disclosure, JMGL ability to investigate the subject-matter of the Protected Disclosure may be limited by its inability to contact the Whistle-blower to obtain further information.

4.2.5 All Protected Disclosures are taken seriously and will be promptly investigated by JMGL in accordance with the Guidance on Responding to Protected Disclosures.

4.3 Protection of Whistle-Blowers

4.3.1 If a Whistle-blower does provide his or her name when making a Protected Disclosure, JMGL will treat as confidential the identity of the Whistle-Blower and the fact that a Protected Disclosure has been made, except as otherwise required by law and to the extent possible while allowing an investigation to proceed.

4.3.2 A Whistle-blower may make a Protected Disclosure without fear of retaliation or intimidation. JMGL prohibits its Employees from engaging in retaliation or intimidation that is directed against a Whistle-blower. Employees who engage in retaliation or intimidation in violation of this Policy will be subject to disciplinary action, which may include dismissal.

4.3.3 However, if a Whistle-blower has been found to have made a deliberately false Protected Disclosure, that Whistle-blower may be subject to disciplinary action, which may include dismissal.

4.4 Role of the Audit Committee

4.4.1 The Audit Committee is responsible for supervising the development and implementation of this Policy, including the work of the Ethics & Compliance Task Force. The Audit Committee shall periodically review the Policy to consider whether amendments are necessary, and, if so, it shall communicate any such amendments to all Employees as soon as possible.

4.4.2 The Audit Committee shall receive reports from the Ethics & Compliance Task Force concerning the investigation and resolution of Protected Disclosures made pursuant to the Policy on a quarterly basis as per the guidelines given by the Audit Committee. In addition, the Audit Committee shall have responsibility for coordinating the investigation of any serious Protected Disclosures concerning the alleged violation of laws or regulations that apply to JMGL.

4.5 Conflicts of Interest

Where a Protected Disclosure concerns any members of the Ethics & Compliance Task Force or the Audit Committee, that member of the Ethics & Compliance Task Force or the Audit Committee shall be prevented from acting in relation to that Protected Disclosure. In case of doubt, the Chairman or Managing Director of the Board of Directors shall be responsible for determining whether a member of the Ethics & Compliance Task Force or the Audit Committee must recuse himself or herself from acting in relation to a Protected Disclosure.


No. of % to Total No. of % to TotalShares Shareholders Shares

0 – 2500 5907 78.415 3093473 3.093

2501 – 5000 652 8.655 2670855 2.671

5001 – 10000 400 5.310 3324944 3.325

10001 – 20000 235 3.120 3555354 3.555

20001 – 30000 99 1.314 2522665 2.523

30001 – 40000 52 0.690 1827696 1.828

40001 – 50000 54 0.717 2541303 2.541

50001 – 100000 76 1.009 5874065 5.874

100001 and above 58 0.770 74589645 74.59

7533 100 100000000 100

No. of

Category No. of Shares %

Promoters* 44410600 44.41

Banks, Financial Institutions & FIIs 11764778 11.76

Private Bodies Corporate 13142599 13.14

Individuals/ Hindu Undivided Family 29137133 29.14

Others 1544890 1.54

Total 100000000 100.00

11. General Shareholder Information:

Means of Communication

The financial results of the Company are published in widely circulating national and regional newspapers namely Jan Satta, Hindi Edition, Financial Express, English Edition . Information at the time of declaration of results is also sent to all stock exchanges where the shares of the Company are listed for trading.

Green Initiative in the Corporate Governance by the Ministry of Corporate Affairs

The Ministry of Corporate Affairs (“MCA”) has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by companies and has issued circulars stating that the service of official documents by a company to its members can be made through electronic mode.

To support this green initiative of the Government in full measure, all the members are requested to register/update their email IDs with their depository participants, in case shares are held in electronic mode, to ensure that Annul Report and other documents reach them at their preferred email IDs and, where the shares are held in physical mode, members are requested to get their email IDs updated in the records of the company.

12. Distribution of Shareholdings as on March 31, 2015:

Shareholding Pattern of the Company as on March 31, 2015:

* No pledge has been created on the shares held by promoters/or promoter group as on March 31, 2015 and the shareholding of Mr. Chander Mohan Marwah, thManaging Director has been increased to 2,48,36,360 Equity Shares which were in Brokers account as on March 31, 2015 and but got transferred on 12 May

2015 to his account. Thus, the shareholding of the Promoter Group may be considered to be 44565460 Equity Shares (44.57%).


Annual General Meeting(Date, Time & Venue)

Financial Year

Date of Book Closure

Dividend Record (Last three years)

Listing on Stock Exchanges

Stock Code

Financial Calendar 2015-16 (Tentative & Subject to Change)

Registrar & Transfer Agents

(both for Electronic & Physical Segment)

Share Transfer Systems

Regd. Office :

Wednesday, September 30, 2015 at 11.00 A.M at the Registered Office of the Company at Village Tipra, P.O. Barotiwala, District Solan, Himachal Pradesh 174103

1st April 2014 - 31st March 2015

(Both days inclusive)September 25, 2015 to September 29, 2015

Financial Year 2011-12 NilFinancial Year 2012-13 NilFinancial Year 2013-14 Nil

Shares of the Company are listed on the Bombay Stock Exchange, Mumbai.Annual Listing fees have been duly paid to the Stock Exchange.

ISIN No. of Equity Shares at NSDL/CDSL: INE250C01027

1. First Quarter results – 14th August, 2015 2. Second Quarter results – 14th November, 20153. Third Quarter results – 14th January, 2016 4. Audited yearly results for the year ended March 31, 2014 - Last week of May, 2016

Link Intime India Private Limited 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase I, PVR Naraina, New Delhi 110028Ph: 41410592 to 94, Fax; 41410591E Mail: [email protected]

The share transfers that are received in physical form are processed and the share certificates are returned within 15 days of lodgment, subject to the documents being valid and complete in all respects.

Village Tipra, P.O. Barotiwala, District Solan, Himachal Pradesh 174103

Month High Price (Rs.) Low Price (Rs.)

Apr-14 0.23 0.19

May, 2014 0.29 0.19

June, 2014 0.36 0.22

July, 2014 0.36 0.3

August, 2014 0.35 0.29

September, 2014 0.4 0.28

October, 2014 0.38 0.27

November, 2014 0.36 0.2

December, 2014 0.21 0.17

January, 2015 0.22 0.16

February, 2015 0.18 0.14

March, 2015 0.14 0.10

Particulars No. of Equity Shares % to total equity share capital

National Securities Depository Limited 76153054 76.15

Central Depository Services (India) Limited 22637058 22.64

Physical 1209888 1.21

Total 100000000 100

13. Auditors' Certificate on Corporate Governance

As required by Clause 49 of the Listing Agreement, the Auditors' Certificate is annexed and forms part of this Annual Report.

14. Market Price Data on BSE

15. Share Transfer System: A Stakeholder Relationship Committee of Directors/ executives is authorized to approve transfer of shares and the said committee generally approves transfer of shares on a fortnightly basis. If the transfer documents are in order, the transfer of shares is registered within 15 days of receipt thereof.

16. Dematerialisation of Shares:

The Company has extended facility of simultaneous transfer and dematerialization of shares to its shareholders. Under the system, the relative share certificates are retained after the share transfer has been effected and a letter of option is mailed to the Transferee. If the Transferee wishes to dematerialize the shares, he submits the option letter to his Depository Participant (DP) who in turn generates a Demat request. On receipt of Demat request from the DP, the Company dematerializes the shares. If the Transferee opts to hold the shares in physical form or does not respond within 15 days from the date of the letter of option, the Registrar and Transfer Agents post the transferred share certificates to the Transferee.Status of Dematerialized Shares as on March 31, 2015

17. Nomination Facility:

Shareholders holding shares in physical form and desirous of making nomination in respect of their shareholding in the Company are requested to submit to the Company the prescribed form for this purpose.

18. Affirmation and Disclosures

All the members of the Board and the Management Committee have affirmed their compliance with the Code of Conduct as on 31st March, 2015 and a declaration to that effect, signed by the Managing Director, is attached and forms part of this Report. There were no materially financial or commercial transaction, between the Company and members of the Management Committee that may have a potential conflict with the interest of the Company at large. All details relating to financial and commercial transactions where Directors may have a pecuniary interest are provided to the Board and the interested Directors neither participate in the discussion nor vote on such matters.

19. Listing on Stock Exchanges, Payment of Listing Fee, Stock Codes etc.

The Company’s equity shares were listed on Delhi Stock Exchange Ltd. and Bombay Stock Exchange Ltd. However, The Securities Exchange Board of India (SEBI) had withdrawn recognition of Delhi Stock Exchange Ltd. on November 19, 2014 and now the equity shares of the Company would no longer be listed on this exchange.

20. Payment of Depository Fees

Annual Custody/Issuer Fee for the year 2015-16 will be paid by the Company to NSDL and CDSL on receipt of invoices.

21. Address for Correspondence

All shareholders’ correspondence should be forwarded to M/s. Link Intime India Private Limited, 44, Community Centre 2nd Floor, Naraina Industrial Area Phase I, New Delhi 110 028 or at the Registered Office of the Company 606, New Delhi House, Barakhamba Road, New Delhi 110001.

The Company’s dedicated e-mail address for Investors’ Complaints and other communications is [email protected].

22. Disclosure of Accounting Treatment

Your Company has followed the principles of accounting as prescribed in the Indian Accounting Standards and accordingly, there is no explanation required to be given by the management, as per Clause 49 (VIII) (B) of the Listing Agreement.

23 Adoption of Requirements of Clause 49

Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement.

II- NON-MANDATORY REQUIREMENTSBesides the mandatory requirements, the Company has complied with the following non-mandatory requirements stipulated under Clause 49 of the Listing Agreement:(a) Remuneration Committee: The Company has set up a Nomination and Remuneration Committee. The composition terms of reference and other details of the same

are provided earlier in the Report under the head Nomination and Remuneration Committee.(b) Shareholders' Rights: The Company sends financial statements along with the Directors' Report and Auditors' Report to all the members of the Company. The

quarterly, half yearly and annual results are published in the newspapers and are also posted on the Company's website.(c) Vigil Mechanism & Whistle Blower Policy: The Company has adopted a reused Vigil Mechanism & Whistle Blower Policy to provide a mechanism for its Employees,

Directors, Vendors or customers to disclose any unethical and/or improper practice(s) taking place in the Company for appropriate action and reporting. This policy provides the necessary safeguards to all the whistle blowers for making disclosures in good faith.


Sd/-thDated: 20 August, 2015 C. M. MARWAH

Place : New Delhi Managing Director DIN No. 00172818



CHIEF EXECUTIVE OFFICER(CEO)/MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER(CFO) CERTIFICATION

As stipulated under Clause 49 of the Listing Agreement with Stock Exchanges,

We hereby certify that:

(a) We have reviewed financial statements and the cash flow statement for the year ended 31st March, 2015 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31st March, 2015 which are fraudulent, illegal or violative of the Company’s code of conduct.

(c) We hereby declare that all the members of the Board of Directors and Management Committee have confirmed compliance with the Code of Conduct as adopted by the Company.

(d) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(e) We have indicated to the Auditors and the Audit Committee:

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

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant frauds of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

Date: Chander Mohan MarwahPlace: New Delhi Managing Director

th20 August, 2015

DIN No. 00172818

AUDITORS' CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Members of

Jai Mata Glass Limited

We have examined the compliance of conditions of Corporate Governance by Jai Mata Glass Limited (the "Company"), for the year ended 31st

March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company's management. Our examination was carried out

in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued

by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for

ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial

statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with

the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For K.R. & Co.,

Chartered Accountants,

Firm Registration No: 025217N

Place: New Delhi

Date:

Kamal Ahluwalia

(Partner)

Membership No. 093812

th20 August, 2015

BOARD'S REPORT

Dear Shareholders of Jai Mata Glass Limited,

Your Directors are pleased to present the Thirty Fifth Annual Report and the Company's Audited Financial Statement for the Financial Year ended March 31, 2015.

FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31, 2015 is summarized below:

(Rs. In lacs)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

Your Company was not able to earn any income for the Current Financial year due to permanent closure of the factory. The Company's has resulted in the Loss of INR 30.43 Lacs for the year. However, the Company is striving to come out of such situation.

DIVIDEND:

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

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

COMMITTEES OF THE BOARD:

During the period under review, your Company in compliances of the provisions of Companies Act 2013 and the Equity Listing Agreement has constituted and reconstituted the following Committees and the below tabled are the existing Committees of the Board and Executives of the Company:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder Relationship Committee

4. Risk Management Committee

5. Market and Investment Committee

The compositions of these Committees are in accordance with the Clause 49 of the Listing Agreement and also the Companies Act 2013 and the details formed part of the Annual report of the Company.

The policy of Nomination and Remuneration Committee forms a part of the Board's Report as Annexure “A”.

DEPOSITS:

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, no Company has become the Subsidiary and Associate Company of this Company and the Company has not entered into any Joint Venture with any other Company or other entity.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

a. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors 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 March 31, 2015 and of the loss incurred by the Company for the year ended on that date;

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

d. the Directors have prepared the annual accounts on a 'going concern' basis;

Particulars Current Year 2014-15 Previous Year 2013-14

Sales & Operating Income 0.00 0.15

Profit/Loss for the year before Depreciation, (23.33) (25.41)

Financial Charges & Exceptional Items

Less:

Financial Charges .02 .36

Depreciation 8.78 8.80 5.34 5.70

Net Profit/(Loss) before Tax & Exceptional Items (32.13) (31.11)

Income Tax Paid/ Adjusted for earlier years - - - -

Net Profit/(Loss) after Tax & before Exceptional Items/Extraordinary items (32.13) (31.11)

Exceptional /Extraordinary Items 1.70 (3.77)

Net Profit/(Loss) for the year (30.43) (34.88)

Profit/ (Loss) brought forward (1582.80) (1547.91)

Balance Carried Forward (1613.23) (1582.80)


e. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Note No. 24 to the financial statement which sets out related party disclosures.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and others have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together governs how the Company conducts the business of the Company and manages associated risks. The Company has introduced improvements to Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned with Risk Management, Internal Control and Internal Audit methodologies and processes.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

DIRECTORS AND THE KEY MANAGERIAL PERSONNEL

In accordance with the requirements of the Companies Act 2013(erstwhile Companies Act, 1956) and Articles of Association of the Company, Mr. Samir Katyal (holding DIN 00645810) retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment as Director of your Company.

thDuring the year under review, the Company had appointed Ms. Anu Marwah (DIN:00645865) as an Additional Director of the Company w.e.f 30 March 2015. This appointment was made to appoint a Woman Director on the Board of the Company in terms of the provisions of Section 149(1)(b) of the Companies Act 2013. Mrs. Anu Marwah holds office only up to the date of this Annual General Meeting of the Company. A notice has been received from a Member proposing Mrs. Marwah as a candidate for the office of Director of the Company.

In order to have the optimum number of executive and non executive Directors on the Board as per the compliance of Clause 49 of the Listing Agreement, the Company had appointed Mr. Sanjay Kumar Sareen (DIN:02320309) as an Additional Director of the Company. He is a Non Executive Independent Director on the Board of the Company. Mr. Sareen holds office only up to the date of the ensuing Annual General Meeting of the Company. A notice has been received from a Member proposing Mr. Sareen as a candidate for the office of Director of the Company..

Noting on the Declarations from the Independent Directors of the Company:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Noting on Board Evaluation:

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors M/s. KR & Co, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Auditors' Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

In accordance with section 134 of the Companies Act 2013, the Extract of Annual Return of the Company as provided under subsection (3) of section 92 is annexed herewith as Annexure “B” to this Report.

DISCLOSURES:

Audit Committee

The Audit Committee comprises Independent Directors namely Shri Sajeve Deora(Chairman), Shri Ambarish Chatterjee and Shri. Chander Mohan Marwah as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed from the Registered Office of the Company and placed on the website of the Company.

MEETINGS OF THE BOARD

Six meetings (i.e. on 22.04.2014, 14.07.2014, 14.08.2014, 11.11.2014, 05.02.2015 and 30.03.2015) of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance Report.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS:

Pursuant to Schedule IV to the Companies Act, 2013, the Independent Directors of the Company held a meeting on March 31, 2015 for the financial year 2014-15. The said meeting was not attended by the Non-Independent Directors of your Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4, 10, 14 and 18 to the Standalone financial statement).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information Pursuant To Section 134(3) (m) Of the Companies Act, 2013

The information which is required to be given under the aforesaid Section of the Companies Act, 2013 read with the applicable Rules, regarding consumption of energy 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.

SECRETARIAL AUDITOR

The Board has appointed Ms. Nandita Gujarati, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith and marked as Annexure “C” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee, who was in receipt of remuneration in excess of the limits prescribed under the provisions of Companies Act 2013, whose particulars are required to be disclosed in this report and hence no information is provided in the Annual Report.

No Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 been provided in the Annual Report since not applicable.

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 thDated: 20 August, 2015 C. M. Marwah

(Managing Director)

DIN No. 00172818

ANNEXURE 'A’

NOMINATION & REMUNERATION POLICY:

Remuneration Policy for Directors, Key Managerial Personnel and other employees

1. Introduction

1.1. Jai Mata Glass Limited recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

a) Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

b) Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

c) Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.


2.1. This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.


In this Policy, the following terms shall have the following meanings

3.1 “Director” means a director appointed to the Board of the Company.

3.2 “Key Managerial Personnel” means

(I) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act, 2013.

3.3 “Nomination and Remuneration Committee” means the committee constituted by Jai Mata Glass Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration (NR) Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

4.1.2 The Board, on the recommendation of the NR Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components:

(i) Basic Pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Annual Performance Bonus

Samir Katyal

(Director)

DIN No. 00645810


4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives shall be reviewed by the NR Committee and Annual Performance Bonus will be approved by the Committee based on the achievements against the Annual Plan and Objectives.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration, if any, payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholders.

4.2.2 Non-Executive Directors shall be entitled to sitting fees as per the discretion of the Board for attending the meetings of the Board and the Committees thereof.

*Presently none of the Non-Executive Directors are receiving the sitting fees for attending the meeting of the Board.


3.1 “Director” means a director appointed to the Board of a company.

3.2 “Nomination and Remuneration Committee” means the committee constituted by JMGL's Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

3.3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration (NR) Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company's global operations.

4.1.2 In evaluating the suitability of individual Board members, the NR Committee may take into account factors, such as:

• General understanding of the Company's business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

• Shall possess a Director Identification Number;

• Shall not be disqualified under the Companies Act, 2013;

• Shall give his written consent to act as a Director;

• Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

• Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

• Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.

4.1.4 The NR Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.

4.2 Criteria of Independence

4.2.1 The NR Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria of independence, as laid down in Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director—

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoter of the company or its holding, subsidiary or associate company;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. who, neither himself nor any of his relatives—

(I) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

D. Evaluation Criteria:

1. Policy for Selection of Directors and determining Directors' independence

1.1 Jai Mata Glass Limited (JMGL) believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, JMGL ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2 JMGL recognizes the importance of Independent Directors in achieving the effectiveness of the Board. JMGL aims to have an optimum combination of Executive, Non-Executive and Independent Directors.


2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company.



(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company.

f. shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, corporate social responsibility or other disciplines related to the Company's business.

g. shall possess such other qualifications as may be prescribed, from time to time, under the Companies Act, 2013.

h. who is not less than 21 years of age.

4.2.3 The Independent Directors shall abide by the “Code for Independent Directors” as specified in Schedule IV to the Companies Act, 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The NR Committee shall take into account the nature of, and the time involved in a Director's service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships.

For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

ANNEXURE ‘B’

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2015

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I REGISTRATION AND OTHER DETAILS

1 CIN L26101HP1981PLC004430

2 Registration Date 27/02/1981

3 Name of the Company JAI MATA GLASS LIMITED

4 Category of the Company / Sub Category of the Company Indian/Limited By shares/ Non-Government company

5 Address of the Registered office and contact details

Village:- Tipra Barotiwala,

District:- Solan

City:- Himachal Pradesh

State:- Himachal Pradesh

Country:- India

6 Whether listed company Listed

7 Name, Address and contact details of Registrar and Transfer Agent, if any Link Intime India Pvt. Ltd.

44 Comunity Center, 2nd Floor,

Naraina Industrial Area

Phase 1 PVR Naraina

New Delhi 110028

Ph. No. 41410592 to 94

Fax- 41410951

Email- [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sl. No. Name and Description of main products/ Services NIC Code of the Product/ Services % to total turnover of the Company

1 Manufacturing rolled, figured & wired glass 321 100%


III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

SL NO. NAME AND ADDRESS CIN / GLN HOLDING/ SUBSIDIARY/ % OF SHARES HELD APPLICABLE SECTION OF THE COMPANY ASSOCIATES

NIL NIL NIL NIL NIL

IV. SHARE HOLDING PATTERN (Equity Share capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year

Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares

A. Promoters

(1) Indian

a) Individual/HUFb) Central Govtc) State Govt(s)d) Bodies Corporatee) Banks/FIf) Any Others…

Sub-total(A) (1):-

(2) `Foreign

a) NRIs-Individualsb) Other-Individualsc) Bodies Corporated) Banks/FIse) Any Other…

Sub-total(A) (2):-

Total Shareholding of Promoter(A) = (A)(1) + (A)(2)

2479180000

19,568,90000

44,360,700

00000

0

44,360,700

4990000000

49,900

00000

0

49,900

2484170000

19,568,90000

44,410,600

00000

0

44,410,600

24.8000

19.570.000.00

44.41

00000

0

44.41

24,791,80000

19,568,90000

44,360,700

00000

0

44,360,700

4990000000

49,900

00000

0

49,900

24,841,7000

19,568,90000

44,410,600

00000

0

44,410,600

24.800.000.00

19.570.000.00

44.41

0.000.000.000.000.00

0.00

44.41

000000

0.00

00000

0.00

0.00

B. Public Shareholding

1. Institutions

a) Mutual Fundsb) Banks/FIsc) Central Govt.d) State Govt(s)e) Venture Capital Fundsf) Insurance Companiesg) FIIsh) Foreign Venture Capital Fundsi) Others (Specify)

Sub-total(B)(1):-

2. Non-Institutions

a) Bodies Corp. (I) Indian (ii) Overseas

b) IndividualsI) Individual Shareholding

nominal share capital upto Rs. 1 lakh

014048348

0000000

14048348

137611520

19935839

03800

0000000

3800

3839460

667582

014052148

0000000

14052148

141450900

20603421

014.05

0000000

14.05

14.100

20.60

011760978

0000000

11760978

127586530

21564180

03800

0000000

3800

3839460

665982

011764778

0000000

11764778

131425990

22230162

0.0011.760.000.000.000.000.000.000.00

11.76

13.14 0.00

22.23

0.002.290.000.000.000.000.000.000.00

2.29

1.010.00

1.63


Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares

ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh

c) Others (Specify) (c-i) Trusts

(c-ii) Directors/Relatives(c-iii) Non Resident Indian(c-iv) HUF(c-v) Clearing Members(c-vi)Overseas Corporate Bodies

Sub-total(B)(2):-

Total Public Shareholding (B) = (B)(1) + (B)(2)

5354233

020000

100307063

1000477600

0

40379464

54427812

0

00

20040000

00

66060

1157788

1161588

5354233

020000

300347063100477

60066060

41537252

55589400

5.35

00.020.000.351.000.000.06

41.54

55.59

6906971

020000

100380963

1037467100

0

42668434

54429412

0

00

20040000

00

66060

1156188

1159988

6906971

020000

300420963

1037467100

66060

43824622

55589400

6.90

00.020.000.421.040.000.06

43.82

55.59

1.55

0.000.000.000.070.040.000.00

2.28

0.00

C. Share held by Custodian for GDRS & ADRS 0 0 0 0 0 0 0 0 0.00

Grand Total(A+ B+ C) 98788512 1211488 100000000 100 98790112 1209888 100000000 100 0.00

ii) Shareholding of Promoters

SI No. Shareholder’s Name Shares held at the beginning of the year Shares held at the end of the year

No. of Shares % of total Shares of the Company Pledged/ of the Company Pledged/ shareholding

encumbered encumbered during the year to total shares to total Shares

% of Shares No. of Shares % of total Shares % of Shares % change in

1 SHANTA MARWAH 36500 0.0365 - 36500 0.0365 - 0.00

2 SHANTA MARWAH 32000 0.0320 - 32000 0.0320 - 0.00

3 CHANDER MOHAN MARWAH 20000 0.0200 - 20000 0.0200 - 0.00

4 CHANDER MOHAN MARWAH 24681500 24.6815 - 24681500 24.6815 - 0.00

5 CHANDNI MARWAH 12200 0.0122 - 12200 0.0122 - 0.00

6 JOGINDER PAL MARWAH HUF 17900 0.0179 - 17900 0.0179 - 0.00

7 INESH MARWAH 41600 0.0416 - 41600 0.0416 - 0.00

8 J P OVERSEAS PRIVATE LIMITED 19568900 19.5689 - 19568900 19.5689 - 0.00

Total 44410600 44.4106 - 44410600 44.4106 - 0.00

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SI No. Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of Shares

14048270

% of total shares of the Company

14.05

No. of Shares % of total shares of the Company

At the beginning of the year

11760978 11.76

iv) Shareholding pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Name of the Shareholder

1 IDBI BANK LIMITED

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/ decrease (e. g. Allotment / transfer / bonus/ sweat equity etc):

At the End of the year (or on the date of separation, if separated during the year)

2287292Decrease/Transfer

0.22


No. of Shares

24681500


24.68



24836360 As on date 24.84

Name of Director

1 Chander Mohan MarwahDIN 00172818


At the End of the year

Increase 33481 (29.12.2014)66519 (02.01.2015)25000 (06.01.20151000 (02.02.2015)

28860 (05.03.2015)(Open Market Buy)



No. of Shares

7659236


7.66



7661277 7.66


2 Growmore Properties Pvt. Ltd.



2041 Increase/Transfer

0.00


No. of Shares

781644


0.78



791644 0.79


3 Adroit Fin Ser Pvt. Ltd.



10000Increase/Transfer

0.01


No. of Shares

439541


0.43



437541 0.43


4 Religare Finvest Limited



2000Decrease/Transfer

0.00


No. of Shares

400000


0.40



400000 0.40


5 Akash Bajaj



- -


No. of Shares

390000


0.39



390000 0.39


6 Chander Bajaj



- -



No. of Shares

384999


0.38



384999 0.38


7 Vijay Biyani



- -


No. of Shares

-


-



384307 0.38


8 Amardeep Singh



384307Increase/By Transfer

0.38


No. of Shares

372346


0.37



372346 0.37


9 Haryana Sheet Glass Limited



- -


No. of Shares

-


-



315242 0.31


10 Lalit Devilal Bagrecha



315242Increase/By Transfer

0.31


No. of Shares

24681500


24.68



24836360 As on date 24.84

Name of Director

1 Chander Mohan MarwahDIN 00172818



Increase 33481 (29.12.2014)66519 (02.01.2015)25000 (06.01.20151000 (02.02.2015)

28860 (05.03.2015)(Open Market Buy)

v) Shareholding of Directors and Key Managerial Personnel:



No. of Shares

0


0



0 0

0

Name of Director

2 Samir Katyal00645810



0


No. of Shares

100


0.0001



100 0.0001

-

Name of Director

3 Sajeve DeoraDIN: 00003305



-


No. of Shares

100


.0001



100 .0001

-

Name of Director

4 Ambarish ChatterjeeDIN:00653680



-


No. of Shares

0


0



0 0

0

Name of Director

5 Anu MarwahDIN:00645865



0


No. of Shares

108067


0.11



108067 0.11

0

Name of Director

6 Sanjay Kumar SareenDIN:02320309



0


V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/ accrued but not due for payment

Secured Loans Unsecured Deposits Total Indebtednessexcluding Loansdeposits

Indebtedness at the beginning of the financial year

i) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

000

000

000

000

Total (i + ii + iii) 0 0 0 0

Total (i + ii + iii) 0 213,87,881 213,87,881

Change in Indebtedness during the financial year

• Addition• Reduction

00

213,87,8810

00

Net Change

Indebtedness at the end of the financial

i) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

000

213,87,881 00

000

213,87,881 00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.Remuneration to Managing Director, Whole – time Directors and/or Manager:

SL. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount

1.

2.

3.

4.

Gross salary

(a) Salary as per provisions contained in section 17 (1) of the Income –tax Act, 1961

(b) Value of perquisites u/s 17 (2) of the Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

Stock Option

Sweat Equity

Commission -as % of profit Others specify…

Others, please specify

Total(A)

Ceiling as per the Act

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

NA

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

NA

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

NA

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

NA

Nil

Nil

Nil

Nil

Nil

Nil

Nil

0

NA

B. Remuneration to the Directors:

S.NO Particulars of Remuneration Name of Directors % of Attendance

1. Independent Directors Sajeve Deora 100%

Ambarish Chatterjee 100%

Sanjay Kumar Sareen* 100%

Total (1) 0 0 0 0 100

• Fee for attending board committee meetings• Commission• Others, please specify

000

000

000

000




000

000

000

000

000

000

000

000

000

000

000

000

2. Other Non Executive Directors Samir Katyal 100

213,87,881 0

213,87,8810


0

0 213,87,881


000

000

000

000

Anu Marwah* 100

Total(2) 0 0 0 0 100

Total (B)= (1+2) 0 0 0 0 100

Total Managerial Remuneration NA NA NA NA

Overall Ceiling as per the Act NA NA NA NA

th*Note: Mrs. Anu Marwah and Mr. Sanjay Kumar Sareen had been appointed as on 30 March 2015.

Sl. No. Particulars of Remuneration Key Managerial Personnel

CEO Company Secretary CFO Total

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income –tax Act, 1961

(b) Value of perquisites u/s17(2) Income -tax Act , 1961

(c) Profits in lieu of salary under section 17(3) Income – tax Act, 1961

Stock Option

Sweat Equity

Commission

- As % of profit

- Others, specify…

Total

1

2

3

4

0 0 0 0

0 0 0 0

0 0 0 0

0 0 0 0

0 0 0 0

0 0 0 0

0 0 0 0

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type SECTION OF THE Companies Act

Brief Description Details of Penalty/ Punishment/

compounding fees imposed

Authority [ RD/ NCLT/ COURT]

Appeal made, if any (give Details)

A COMPANY

Penalty None None None None None

Punishment None None None None None

Compounding None None None None None







B.DIRECTORS

C.OTHER OFFICERS IN DEFAULT

For and on behalf of the Board of Directors

Place: New Delhi thDated: 20 August, 2015 C. M. Marwah

(Managing Director)

DIN No. 00172818

Samir Katyal

(Director)

DIN No. 00645810


ANNEXURE C:

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,Jai Mata Glass LimitedVillage Tipra, Barotiwala,Distt. Solan, Himachal Pradesh.

We were appointed by the Board of Directors of Jai Mata Glass Limited (hereinafter called the Company) to conduct the Secretarial Audit for the financial year of the Company ended 31st March, 2015.

We have conducted the Secretarial Audit in respect of compliance with applicable statutory provisions and the adherence to good corporate practices by the Company. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Management’s Responsibility for Secretarial Compliances

The Company’s Management is responsible for preparation and maintenance of secretarial records and for devising proper systems to ensure compliance with the provisions of applicable laws and regulations.

Auditor’s Responsibility

Our responsibility is to express an opinion on the secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to provide a basis for our opinion.

Opinion

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

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

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; Not applicable to the Company during the Audit period as there was no Foreign Direct Investment made by the Company during the Audit period and there was no Oversea Direct Investment and/or External Commercial Borrowing made by the Company during the Audit period.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Registrars to Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not Applicable to the Company during the Audit Period as the Company did not issue or list any debt instrument during the Audit period.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents), Regulations, 1993 regarding the Companies Act and dealing with client- Not Applicable to the Company during the Audit Period

(g) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not Applicable to the Company during the Audit Period as the Company did not delist any of its equity shares during the Audit period.

(h) Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998- Not Applicable to the Company during the Audit Period as the Company did not buy back any of its securities during the Audit period.


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

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

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.

Note: The Company’s equity shares were listed on Delhi Stock Exchange Ltd. and Bombay Stock Exchange Ltd. The Securities Exchange Board of India (SEBI) had withdrawn recognition of Delhi Stock Exchange Ltd. on November 19, 2014.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by Jai Mata Glass Limited, its officers, agents and authorized representatives during the conduct of secretarial audit. We hereby report that in our opinion, the Company has, during the audit period from 1st April 2014 to 31st March 2015, complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, and the like mentioned above,

Based on information received and records maintained, we further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

3. The Company has proper Board processes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that as per the provisions of Section 180(1)(a) of Companies Act, 2013, the material transaction relating to Sale of Company’s Land at Village Tipra, Barotiwala, Himachal Pradesh was done with consent of the Board and the Members, by way of Postal ballot. The adequate compliances were completed and records were maintained by the Company.

We further report that pursuant to Regulation 13(4) and (6) of Securities And Exchange Board Of India (Prohibition Of Insider Trading) Regulations, 1992 adequate disclosures were made by the Promoters of the Company as and when the change in their shareholding took place.

We further report that during the audit period there were no instances of;

(i) Public /Right/ Preferential issue of shares / Debentures/ Sweat Equity, etc.

(ii) Merger/Amalgamation/ reconstruction, etc.

(iii) Foreign technical collaborations

SD/-Nandita Gujarati

Practicing Company SecretaryCP No. 9549



Management Discussion and Analysis Report

Market overview

Newer processes and materials, electronic form of business and geo-political events have caused volatility in commodity prices, consequently reset in their values. ‘Technology The Deflator’ has had its effects and is redefining the value chain in the manufacturing sector over the global marketplace.

Governments and Central Banks globally are working to balance interest rates and inflation, and have limited ability to use exchange rates for the purposes.

Opportunities and threats

The expected changes in the Manufacturing processes with emphasis on cheaper raw materials and other input casts will be the key to greater profitability.

Risk Management practices will have to discharge a business supportive role, with focus remaining on containing risks of counter party.

Segment-wise or product-wise performance

The Company operates in a single segment, and therefore, there are no separate segment wise details to be provided.

Internal control systems and their adequacy

The Company has adequate internal control systems commensurate with the size and nature of its operations.

Accounts of the Company

The Company has prepared its annual accounts for the year ended March 31, 2015 in accordance with Indian GAAP.

INDEPENDENT AUDITOR'S REPORT

To the Members of Jai Mata Glass Limited

1. Report on the Financial StatementsWe have audited the accompanying financial statements of Jai Mata Glass Limited(“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management’s Responsibility for the Financial Statements.The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and free from material misstatement, whether due to fraud or error.

3. Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control over financial reporting and to the operating effectiveness of such control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

4. OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its loss and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditor’s Report) Order, 2015 (the Order) issued by the Central Government of India in terms of section 143 (11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by section 143 (3) of the Act, we report that:(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our

audit;(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with in the Report are in agreement with the books of account.(d) In our opinion, the financial statements comply with the accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rule 2014.(e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the

directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act.(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,2014, in

our opinion and to the best of our information and according to the explanations given to us:i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements-Refer to Note No. 25, 29, and 30to the

financial statements.ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

PU – 53, Vishakha Enclave, KR & CoPitampura, Chartered AccountantsNew Delhi- 110088 Firm Registration No. 025217N

By the hand of

Kamal AhluwaliaMay 28, 2015 PartnerNew Delhi. Membership No.093812


ANNEXURE TO INDEPENDENT AUDITOR’S REPORT(Annexure in paragraph 5)

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodic manner, which in our opinion is reasonable

having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.ii) The Company does not own any inventory. Accordingly, provisions of clause (ii) (a), (ii) (b) and (ii) (c) of paragraph 4 of the Order are not applicable to the

Company.iii) The Company has not granted any loans, secured or unsecured, to companies, firms, or other parties covered in the register maintained under Section 189

of the Act, Accordingly, the provisions of clause (iii) (a) and (b) of the order are not applicable to the Company.iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of

the Company and the nature of its business with regards to purchase of fixed assets and sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

v) The Company has not accepted any deposits from the public within the meaning of section 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

vi) The Central Government has not prescribed the maintenance of cost records under section 148 (1) of the Act in respect of activities carried out by the Company.

vii) a) According to the information and explanations given to us, the Company has not been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales tax, wealth-tax, service tax, customs duty, cess and other statutory dues applicable with the appropriate authorities andthere were following undisputed amounts payable by the Company in respect of statutory dues, outstanding as at March 31, 2015, for a period of more than six than months from the date they become payable:

Nature of Dues Amount (Rs.)

Service Tax 12,21,397

Barrier Tax 10,36,036

Sales Tax 7,27,687

Mandi Tax 1,87,606

ESI 10,30,064

However, it is to be read together with comments in Note No. 35to the financial statements.

b) According to the information and explanations given to us, the particulars of the dues of excise duty, sales tax and provident fund, as at March 31, 2015 which has not been deposited on account of disputes, are as follows:

S. No Name of the Statute Nature of the Due From where dispute is pending Amount (Rs. lacs)

1 Employees Provident Fund Act, 1952 Interest and Damage charges Employees Provident Fund Appellate Tribunal, New Delhi 46.67

2 Income Tax Act, 1961 Income Tax Hon’ble High Court, Himachal Pradesh 23.84

3 Barrier Tax Barrier Tax Hon’ble High Court, Himachal Pradesh 10.36

c) There is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

viii) The accumulated losses of the Company have exceeded fifty percent of its net worth as at the end of the year. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. However, the accounts are continued to be prepared on a going concern basis.

ix) The Company did not have any outstanding dues to a financial institution or bank or debenture holders.

x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi) The Company has not obtained any term loans.

xii) To the best of our knowledge and according to the information and explanations given to us, no frauds on or by the Company has been noticed or reported during the year.

PU – 53, Vishakha Enclave, KR & CoPitampura, Chartered AccountantsNew Delhi- 110088 Firm Registration No. 025217N By the hand of

Kamal AhluwaliaMay 28, 2015 PartnerNew Delhi. Membership No. 093812


Notes March 31, 2015 March 31, 2014

Rs.'000 Rs.'000

EQUITY AND LIABILITIES

Shareholders' fund

Share capital 2 100,000 100,000Reserves and surplus 3 -161,323 -158,280

-61,323 -58,280Non current liabilities

Long term borrowings 4 21,388 -Other non current liabilities 5 2,334 -

23,722 -Current liabilities

Short term borrowings 6 -

29,761Trade payables 7 1,564 4,440Other current liabilities 8 59,358 58,235

60,922 92,436

23,321 34,156

ASSETS

Non current assets

Fixed assetsTangible assets 9 6,742 7,450

Long term loans and advances 10 784 2,002Other non current assets 11 11,582 10

19,108 9,462

Current assets

Trade receivables 12 3,181 10,826Cash and cash equivalents 13 665 1,830Short term loans and advances 14 339 12,009Other current assets 15 27 29

4,213 24,694

23,321 34,156SIGNIFICANT ACCOUNTING POLICIES 1

NOTES FORMING PART OF THE FINANCIAL STATEMENTS 2-36

The accompanying notes form an integral part of the financial statements.As per our report of even date.

KR & Co.Chartered AccountantsBy the hand of

Kamal Ahluwalia C.M. Marwah Samir KatyalPartner Managing Director DirectorMembership no. 093812 DIN: 00172818 DIN: 00645810May 28 , 2015New Delhi.

BALANCE SHEET AS AT MARCH 31, 2015


Notes March 31, 2015 March 31, 2014

Rs.'000 Rs.'000

INCOME

Revenue from operations 16 - 15Other income 17 1,171 6,415

Total income 1,171 6,431

EXPENSES

Manufacturing and operating 18 - 991Changes in inventories of finished goods 19 - 15Employee benefit expenses 20 40 128Finance costs 21 2 36Depreciation 9 878 534Other expenses 22 3,495 7,838

Total expenses 4,415 9,542

Loss before exceptional, prior period items and tax -3,245 -3,087 Less/Add: Exceptional items 170 -377

Less/Add: Prior period items net 32 -25Loss before tax -3,043 -3,488

Less: Tax expense Current tax 0 0

Loss for the year -3,043 -3,488

Earnings per equity share-Basic and diluted[Face value per equity share is Re. 1 Re. 1] 0.03 0.03

SIGNIFICANT ACCOUNTING POLICIES 1

NOTES FORMING PART OF THE FINANCIAL STATEMENTS 2-36

The accompanying notes form an integral part of the financial statements.As per our report of even date.


Kamal Ahluwalia C.M. Marwah Samir KatyalPartner Managing Director DirectorMembership no. 093812 DIN: 00172818 DIN: 00645810May 28 , 2015New Delhi.

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2015



March 31, 2015 March 31, 2014

Rs.'000 Rs.'000

A. CASH FLOW FROM OPERATING ACTIVITIES

Loss for the year -3,043 -3,488Adjustment for:Depreciation 878 534Interest receipts -4 -4Profit on sale of fixed assets 0 -850Amounts written off -60 -2,400Adjustement of depreciation -170 0Service tax input reversed 0 377Interest paid 2 36

Operating profit before working capital changes -2,397 -5,795Adjustment for working capital changes:Increase/decrease in trade and other receivables 8,962 7,896Decrease in inventories 0 6,580Increase/decrease in trade payables and other lia bilities -1,693 -27,169

Cash Generated from Operations 4,873 -18,487Tax paid during the year 0 0

NET CASH USED IN OPERATING ACTIVITIES 4,873 -18,487

B. CASH FLOW FROM INVESTING ACTIVITIES

Interest receipts 4 0Sale of fixed assets 0 43,290

NET CASH USED IN INVESTING ACTIVITIES 4 43,290

C. CASH FLOW FROM FINANCING ACTIVITIES

Increase/decrease in long term borrowings 21,388 -418Increase/decrease in other long term liabilities 2,334 0Increase/decrease in short term borrowings -29,761 -23,462Interest paid -2 -36

NET CASH FROM FINANCING ACTIVITIES -6,042 -23,916

D. NET INCREASE IN CASH AND CASH EQUIVALENTS A+B+C -1,165 887Cash and cash equivalents opening balance 1,830 945Cash and cash equivalents closing balance 665 1,830

This is the Cash Flow Statement referred to in our report of even date.


Kamal AhluwaliaPartner C.M. Marwah Samir KatyalMembership no. 093812 Managing Director DirectorMay 28 , 2015 DIN: 00172818 DIN: 00645810New Delhi.

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2015


March 31, 2015 March 31, 2014

Rs.'000 Rs.'000

2 SHARE CAPITAL

Authorized 10,00,00,000 10,00,00,000 equity shares of Re.1 (Re.1 each) 100,000 100,0001,75,000 1,75,000 preference shares of Rs. 100 (Rs. 100 each) 17,500 17,500

117,500 117,500Issued, subscribed, and paid up10,00,00,000 10,00,00,000 equity shares of Re.1 Re. 1each fully paid up 100,000 100,000

a

Number'000 Rs.'000 Number'000 Rs.'000100,000 100,000 100,000 100,000

Issued during the year - - -

100,000 100,000 100,000 100,000

b Terms/rights attached to shares

cName of shareholder

Number'000 % of holding Number'000 % of holdingC.M. Marwah 24,836 24.84 24,702 24.70J.P. Overseas Pvt. Ltd. 19,569 19.57 19,569 19.57IDBI Bank Ltd. 11,761 11.76

14,048 14.05

Growmore Properties Pvt. Ltd. 7,661 7.66 7,659 7.66

3 RESERVES AND SURPLUS

Deficit as per Statement of Profit and Loss

Balance at the beginning of the year -158,280 -154,792Add: Loss for the year -3,043 -3,488Balance at the end of the year -161,323 -158,280

As at March 31, 2015 As at March 31, 2014

Notes forming part of financial statements

Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting yearAs at March 31, 2015 As at March 31, 2014

Outstanding at the beginning of the

Outstanding at the end of the year

The Company has only one class of equity shares having a par value of Re. 1 per share. Each holder of equityshares is entitled to one vote per share. The Company declares and pays dividend, if any, proposed by theBoard of Directors. The dividend proposed is subject to the approval of the shareholders in the ensuing AnnualGeneral Meeting.

In the event of liquidation of the Company, the holders of equ ity shares will be entitled to receive remainingassets of the Company, after distribution of all preferenti al amounts. The distribution will be in proportion to thenumber of equity shares held by the shareholder.

Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the Company:

4 LONG TERM BORROWINGS

UnsecuredFrom related party* 21,388 0

21,388 0* Loan from related party represents unsecured borrowings, which is repayable wherever stipulated as mutually

agreed. There is no repayment of principal due by the Company during the year.


March 31, 2015 March 31, 2014

Rs.'000 Rs.'000

5 OTHER NON CURRENT LIABILITIES

Advance received from customers 1,400 0Trade payables 934 0

2,334 0

6 SHORT TERM BORROWINGS

Secured

Vehicle loan from HDFC Bank 0 112Unsecured

From related partiesDirector 0 125Body corporate 0 28,803

Others 0 7220 29,761

7 TRADE PAYABLES

For materials and services 1,564 4,4401,564 4,440

8 OTHER CURRENT LIABILITIES

Advances received from customers 19,652 25,944Advance for capital goods 33,000 17,350Duties and taxes 4,203 13,286Creditors for capital goods - 600Creditors for expenses 1,827 354Others

Employee benefit expenses 436 486Book overdraft 239 216

59,358 58,235


The Company has not received any information from suppliers of their being a Micro, Small and MediumEnterprises Unit under Micro, Small and Medium Enterprises Development Act 2006. Hence, amount due to Microand Small Scale Enterprises outstanding as on March 31, 2015, is not ascertainable.

Particulars

As at April Additions Sales during As at March Upto March For the Upto March As at March As at March

1, 2014 during the year the year 31, 2015 31, 2014 year 31, 2015 31, 2015 31, 2014

Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000 Rs.'000

Land 3,355 0 0 3,355 0 0 0 0 3,355 3,355

Buildings 1,674 0 0 1,674 527 97 624 1,050 1,147

Air conditioners 679 0 0 679 626 25 10 641 38 53

Vehicles 6,030 0 0 6,030 3,642 656 -198 4,496 1,534 2,387

Computers & software 2,653 0 0 2,653 2,573 37 35 2,574 79 81

Furniture & fixtures 2,746 0 0 2,746 2,739 1 1 2,739 6 7

Office equipments 1,583 0 0 1,583 1,163 62 322 904 679 420

18,720 0 0 18,720 11,270 878 170 11,978 6,742 7,450

19,800 0 1,080 18,720 11,410 534 675 11,270 7,450 8,390Previous year

GROSS BLOCK DEPRECIATION NET BLOCK

Discard / adjustment

Total

9 TANGIBLE ASSETS



March 31, 2015 March 31, 2014

Rs.'000 Rs.'000

12 TRADE RECEIVABLES

Unsecured, considered good

Outstanding for a period exceeding 6 months from the date they became due for payment 3,181 10,826Outstanding for a period less than 6 months from thedate they became due for payment 0 0

3,181 10,82613 CASH AND CASH EQUIVALENTS

Balances with banksOn current accounts 64 74

Cash on hand 601 1,756665 1,830

14 SHORT TERM LOANS AND ADVANCES

Unsecured

Advances recoverable in cash or in kind 339 11,981Balances with government authorities 0 28

339 12,009

15 OTHER CURRENT ASSETS

Prepaid expenses 27 2927 29

16 REVENUE FROM OPERATIONS

Sale of products Finished goods 0 15

0 15

17 OTHER INCOME

Profit on sale of fixed assets 0 965Sale of scrap 1,105 3,026Interest receipts on

Fixed deposits receipts 4 4 Refund of income tax 2 0Amounts written back 60 2,400Sale of discarded inventory 0 6,585Less: Cost of discarded inventory 0 -6,565

1,171 6,415

10 LONG TERM LOANS AND ADVANCES

Unsecured

Security deposits 3 1,249Balances with government authorities 697 668Income tax receivable 85 85

784 2,002

11 OTHER NON CURRENT ASSETS

Advances recoverable in cash or in kind 11,568 0Interest accrued but not due 14 10


March 31, 2015 March 31, 2014

Rs.'000 Rs.'000

19 CHANGES IN INVENTORIES OF FINISHED GOODS

Inventories as the end of the yearFinished goods a 0 0

Inventories as at the beginning of the yearFinished goods b 0 15

Decrease in inventory of finished goods b-a 0 15

20 EMPLOYEE BENEFIT EXPENSES

Salary, wages, bonus and allowances 40 127Contribution to provident and other funds 0 1

40 128

21 FINANCE COSTS

Interest on vehicle finance 2 362 36

22 OTHER EXPENSES

Communication 403 260Legal and professional 361 151Travelling and conveyance 132 111Advertisement and sales promotion 99 124Rates and taxes* 1,333 6,230Rent 0 90Insurance 59 78Repair and maintenance

Computers 14 32Vehicles 1 117Others 12 14

Listing fees 161 89Payment to auditors

As audit fees 29 34Penalties 694 113Printing and stationery 17 38Bank charges 25 106Loss on sale of vehicle 0 116Others 155 112

3,495 7,813* Include interest and other related charges on sales tax assessments.

18 MANUFACTURING AND OPERATING

Power and fuel 0 9910 991



1 ACCOUNTING POLICIES

a BASIS OF PREPARATION OF FINANCIAL STATEMENTS

b USE OF ESTIMATES

c TANGIBLE ASSETS

d DEPRECIATION

e IMPAIRMENT OF ASSETS

f RECOGNITION OF REVENUE AND EXPENDITURE

Income and expenditure are accounted for on accrual basis.

g TAXES ON INCOME

Depreciation on fixed assets is charged in accordance with estimate of useful life of the assets, on straight linemethod, at rates specified in Schedule II of the Companies Act, 2013. Depreciation on assets purchasedduring the year is provided pro-rata to the period such asset was put to use during the year.

In respect of an asset for which impairment loss is recognised, depreciation is provided on the revised carryingamount of the assets over its remaining useful life.

Consideration is given at each Balance Sheet date to determine whether there is any indication of impairmentof the carrying amount of the Company's fixed assets. If any indication exists, the recoverable value of assetsis estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds itsrecoverable amount, the latter being greater of net selling price and value in use.

Provision for current income tax is made as per the provisions of the Income tax Act, 1961.

Deferred tax resulting from "timing difference" between taxable and accounting income is accounted for usingthe tax rates and laws that are enacted or substantively enacted as on the balance sheet date. Deferred taxasset is recognised and carried forward only to the extent that there is a virtual certainty that the asset will berealised in future.

An item of fixed assets is de-recognised upon disposal or when no future economic benefits are expected fromits use or disposal. Any gain or loss arising on de-recognition of the fixed assetcalculated as the differencebetween the net disposal proceeds and the carrying amount of the asset is included in the financialstatements in the year the asset is de-recognised.

The financial statements are prepared in accordance with the Indian Generally Accepted AccountingPrinciples"(GAAP)" under the historical cost convention o n accrual basis. These financial statements havebeen prepared to comply in all material aspects with the accounting standards as notified under section 133 ofthe Companies Act, 2013, read with Rule 7 of [CompaniesAcco unts Rules, 2014, as amended], and otherrelevant provisions of Companies Act, 2013, and the guidelines issued by the Securities Exchange Board ofIndia. Accounting policies have been consistently applied except where a newly issued accounting standard isinitially adopted or a revision to an existing accounting standard requires a change in the accounting policyhitherto in use.

The preparation of financial statements is in conformity with the generally accepted accounting principlesrequires the management of the Company to make estimates and assumptions that affect the reportedbalances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of thefinancial statements and reported amounts of income and expenses during the reporting period. Althoughthese estimates are based on the managements' best knowledge of current events and actions that theCompany may undertake in future, the actual results could differ from those estimates. Any material changesin estimates are adjusted prospectively.

Tangible assets are stated at cost or at revalued amounts les s accumulated depreciation. Cost of fixed assetsincludes all incidental expenses and interest costs on borrowings, attributable to the acquisition of qualifyingassets, upto the date of commissioning of assets.



h EARNINGS PER SHARE

i CASH FLOW STATEMENT

j CASH AND CASH EQUIVALENTS

k PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

The Company reports basic and diluted per equity share in accordance with Accounting Standard(AS)20,"Earnings per Share" issued by the Institute of Chartered Accountants of India. Basic earnings per equityshare is computed by dividing net income by the weighted average number of equity shares outstanding forthe year. Diluted earnings per equity share is computed by dividing net income by the weighted averagenumber of equity shares outstanding including shares pending allotment.

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects oftransactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments.The cash flows from regular revenue generating, investing a nd financing activities of the Company aresegregated.

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand, andshort term investments with an original maturity period of three months or less.

Provision involving substantial degree of estimation in measurement are recognised when there is a presentobligation as a result of past events and it is probable that there will be an outflow of resources. Contingentliabilities are not recognised but are disclosed in the notes. Contingent assets are neither recognised nordisclosed in the financial statements.

23 Earnings Per Share

March 31, 2015 March 31, 2014

i Loss for the year Rs.'000 -3,043 -3,488ii Nominal value of equity share Re. 1.00 1.00

iiiNo.'000 100,000 100,000

iv Basic and diluted earnings per share Re. 0.03 0.03

24 Related Party Disclosures

i Name of related parties and description of relati onships :a Key management personnel

C.M. MarwahAnu Marwah* Aditional DirectorSamir Katyal Director* Appointed on March 30, 2015

b Related Party whose control exists:

J.P. Overseas Pvt. Ltd.

Note:- Related parties relationship is as identified by the management.

Pursuant to Accounting StandardAS18-"Related Party Dis closure" issued by Institute of Chartered Accountantsof India following parties are to be treated as related parties along with their relationships:

Managing Director

Enterprise owned or significantly influenced by keymanagement personnel or their relatives

Weighted average number of equity sharesoutstanding during the year

EPS is calculated by dividing the profit after tax attributable to the equity shareholders by the weighted average ofthe number of equity shares outstanding during the year. Numbers used for calculating basic and diluted earningsper equity share are as stated below:



ii Transactions with related parties during the year:Nature of transaction Related party March 31, 2015 March 31, 2014

Rs.'000 Rs.'000

Loan paid back J.P. Overseas Pvt. Ltd. 7,415 46,370Loan received J.P. Overseas Pvt. Ltd. 0 22,795Loan received C.M. Marwah 1,500 0Loan paid back C.M. Marwah 1,625 0Loan received Samir Katyal 250 0Loan paid back Samir Katyal 250Advance received for capital goods J.P. Overseas Pv t. Ltd. 0 850Advance repaid for capital goods J.P. Overseas Pvt. Ltd. 850 0

iii Amount outstanding as at March 31, 2015Account head Related Party March 31, 2015 March 31, 2014

Rs.'000 Rs.'000

Long term borrowings 21,388 28,803Short term borrowings 0 125Advance for capital goods 0 850

J.P. Overseas Pvt. Ltd.C.M. MarwahJ.P. Overseas Pvt. Ltd.

25 Contingent liabilities to the extent not provided fori Tax matters under disputes/appeal 2,384 2,384ii Provident fund matters under disputes/appeal 4,667 4,667

26 EMPLOYEE BENEFITS AS - 15 REVISED

27

28

29

30 The Company has challenged the constitutional validity of entry tax levied in April 2010, in the State of HimachalPradesh, and a writ petition filed by the Company is pending before the Hon'ble High Court of Himachal Pradeshat Shimla, the Company dose not consider itself liable and accordingly, no liability has been provided in thefinancial statements of the Company.

There is no employee who is covered under Retirement Benefits at the end of the year, and the directors havewaived their rights to receive retirement benefits, and therefore, no provision for retirement benefits is required tobe made in the financial statements.

In the opinion of the Board, the assets, other than fixed assets, do have a value on realisation in the ordinarycourse of business at least equal to the amount at which they are stated.

Balances with various customers, suppliers, creditors and advances recoverable are subject to confirmation/reconciliation and consequential adjustments.

A demand of Rs. 46.67 lacs has been raised by Employees' Provident Fund Organisation against which appealhas been filed with 'Employees Provident Fund Appellate Tribunal EPFAT' challenging the validity andcorrectness of the Order. On Company's appeal, EPFAT stayed the Order with the condition to deposit Rs. 11.50lacs. The Company does not consider itself liable on its account and accordingly, no liability has been provided inthe books of account as the Company has been advised that no liability is likely to crystallize on this account.



32

33

31 The Company closed its glass manufacturing unit on December 25, 2012, with the permission of LabourCommissioner, Government of Himachal Pradesh, and since paid legal dues to all its employees, includingSettlement Awards directed to be paid by April 15, 2013, in term of directions of Labour-Cum-Conciliation Office,Baddi Himachal Pradesh dated December 28, 2012.

During the year ended March 31, 2015, the Company incurred a loss of Rs. 30,43,059, and has accumulatedlosses of Rs. 16,13,23,054 as against 'Share Capital and Reserves' of Rs. 10,00,00,000.

The Board of the Company is exploring and evaluating various business opportunities for which resources arerequired to be raised. The Company executed agreement to sel l for sale of factory land at Village Tipra,Barotiwala, District Solan, Himachal Pradesh, to raise funds for the purposes. Accordingly, the accounts of theCompany have been prepared on a going concern basis. The said sale deed shall be executed upon obtainingrelevant approvals/permission/clearances as required for the said date.

The Company has not recognised deferred tax assets that relate to unused tax losses and unabsorbeddepreciation, as it is not probable that future taxable profit will be available against which the Company can utilizethe benefits.

34

35

36

The accompanying notes form an integral part of the financial statements.

May 28 , 2015 C.M. Marwah Samir KatyalNew Delhi. Managing Director Director

DIN: 00172818 DIN: 00645810

Pursuant to applicable provisions of the Companies Act, 2013, effective April 1, 2014, the Company has revisedthe rate of depreciation on fixed assets in accordance with the useful life of the assets specified in Part 'C' ofSchedule II of the said Act.

The Company is not regular in depositing its statutory dues due to financial constraints. The overdue outstandingsas at March 31, 2015, were in respect of service tax, barrier tax, ESI, value added tax/central sales tax, mandi tax,amounting to Rs. 12,21,397, Rs. 10,36,036, Rs. 10,30,064, Rs. 7,27,687, Rs. 1,87,606, respectively.

No provision for interest, penalties, and other levies, if any, on overdue statutory payments has been made, as thesame will be accounted for as and when paid/settled.

Previous year figures have been regrouped/recast, where ever necessary, to confirm with this year's presentation.


JAI MATA GLASS LIMITEDRegistered Office: VillageTipra, P. O. Barotiwala, District Solan, H. P. 174103

CIN NO: L26101HP1981PLC004430; Email ID: [email protected] Website: www.jaimataglass.com

Phone No: 011 41536830; Fax no. 011 41536830

ATTENDANCE SLIP

Please fill this Attendance Slip and hand it over at the entrance of the Meeting Hall

DP ID*: Folio No:

Client ID*: No. of Shares:

Name and Address of the Shareholder:.......................................................................................................................................

I hereby record my presence at the 35th Annual General Meeting of the Company held on Wednesday September 30, 2015 at 11:00A.M. at, the Registered Office of the Company at Village Tipra, P. O. Barotiwala, District Solan, Himachal Pradesh - 174103

Signature of Shareholder/Proxy present*Applicable for investors holding shares in electronic form.1. Please handover the attendance slip at the entrance of the meeting venue.2. This attendance is valid only in case shares are held on the date of meeting3. As per Section 118(10) of the Companies Act, 2013 read with Secretarial Standards for General Meeting issued by The Institute of Company

Secretaries of India “No gifts, gift coupons or cash in lieu of gifts shall be distributed to members at or in connection with the meeting”

JAI MATA GLASS LIMITEDRegistered Office: VillageTipra, P. O. Barotiwala, District Solan, H. P. 174103


Phone No: 011 41536830; Fax no. 011 41536830

PROXY FORM{Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014}

Name(s) of the Member(s)

Registered Address

Email Id

Folio No./Client ID* DP ID*

I/ We, being the Member(s) holding……………..shares of Jai Mata Glass Limited, hereby appoint:

1. Name: ......................................................................................................................................................................................................

Address: ...................................................................................................................................................................................................

E-mail ID:................................................................................................... Signature:..................................................or failing him/her

2. Name: ......................................................................................................................................................................................................

Address: ...................................................................................................................................................................................................


3. Name: ......................................................................................................................................................................................................

Address: ...................................................................................................................................................................................................


as my/ our Proxy to attend and vote for me/ us on my/ our behalf, 35th Annual General Meeting of the Company held on Wednesday September 30, 2015 at 11:00 A.M. at, the Registered Office of the Company at Village Tipra, P. O. Barotiwala, District Solan, Himachal Pradesh - 174103 or any adjournment thereof in respect of such resolutions as are indicated below:

S.NO RESOLUTIONS FOR AGAINST

1 Adoption of Annual Accounts and Reports thereon for the Financial Year ended March 31, 2015.

2 Re-appointment of Mr. , who retires by rotation.

3 Appointment of Auditors and Fixing their Remuneration.

*Applicable for investors holding shares in electronic form.

Signed this……..day of …………..2015

---------------------------------- ----------------------------------Signature of Shareholder Signature of proxy holder

Samir Katyal

4. Appointment of Mrs. Anu Marwah as the Director of the Company.

5. Appointment of Mr. Sanjay Kumar Sareen as the Independent Director of the Company.

6. Amendment of Articles of Association of the Company..

Affix a Re.1/-

Revenue Stamp

Jai Mata Glass LimitedRegistered Office: VillageTipra, P. O. Barotiwala, District Solan, H. P. 174103


Phone No: 011 41536830; Fax no. 011 41536830

FORMAFormat of covering letter of the annual audit report to be filed with the Stock Exchange

1. Name of the Company Jai Mata Glass Limited.

2. Annual financial statements for the 3151 March, 2015year ended

3. Type of Audit observation Un-qualified.

4. Frequency of observation NA

5. To be signed by-

• CEO/Managing Director Chander Mohan Marwah

• CFO -

• Audit Committee Sajeve DeoraChairman

• Auditor of the CompanyKR&Co.Chartered Accountants(Firm Registration No. 025217N)

Kamal AhluwaliaPartnerMembership No. 093812

elegant figured glass range of elegant frosted glass · mr. ambarish chatterjee chairman mr. sanjay...

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