Directors Report of Triveni Glass Ltd.

Mar 31, 2024

The Board of Directors of your Company hereby present the 53^rd Annual Report for the Financial Year ended on 31^st March, 2024 together with the Audited Statement of Accounts for the said Financial Year.

FINANCIAL RESULTS

As per Rule 8(5) of The Companies (Accounts) Rules, 2014, (i) the financial summary for the Year ended on 3L^tMarch 2024 is given below (IND-AS Format):

(Figs in Rs. Lakhs)
PARAMETERS	F.Y. 2023-24	F.Y. 2022-23
Revenue from operations	0.00	0.00
Other Income	456.48	444.01
Total Income	456.48	444.01
Expenditure	146.16	272.97
PBIDT	310.32	171.04
Depreciation	4.11	4.11
Interest	18.98	0.04
Net Profit / Loss	287.23	166.89
Exceptional items	0.00	0.00
Net profit from ordinary Activities	287.23	166.89
Loss from discontinued operations	0.00	0.00
Profit/Loss for the period	287.23	166.89
EPS	2.28	1.32

Information pursuant to Section 134 (1) and (2) of the Companies Act. 2013, Auditor''s report & Balance Sheet, Profit and Loss Account and Cash Flow Statement for year ended 31.03.2024 is annexed with this report.

PRODUCTION & SALES

There was no production & sales during the year as the company does not have any manufacturing plant at present.

CAPITAL EXPENDITURE:

There was no capital expenditure during the year .

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs. 2000.00 Lakhs and Subscribed & Paid up share capital is Rs. 1261.94 Lakhs. There was no change in the share capital during the year under review .

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits w as outstanding as on the date of the balance sheet.

ANNUAL RETURN

Information pursuant to Section 134 (3) (a) of the Companies Act, 2013, the extract of Annual Return in Form MGT-9 as provided under sub - section (3) of Section 92 is available at the company’s website www--.triveniglasslttl.com and can be accessed by clicking httn://w w w ¦tiiveiiiglassltd.com/hse.litml.

DIRECTORS’ & THEIR MEETINGS

Information pursuant to Section 134 (3) (b) of the Companies Act, 2013, the Board of Directors at present consists of Mr. J.K. Agrawal. Managing Director, Mr. A.K. Dhawan Director (Finance) and Independent Directors namely, Mr.Ishwar Chandra Agarwal and Mr. Abhishek Jain and Mrs. Manju Aganval Mr. Piyush Kesarwani. The details of Meetings of the Company held in the year are given in Corporate Governance Compliance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013.

i. In the preparation of annual accounts for the financial year ended March 31^st, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors had 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 at the end of the financial year ended on March 31^st 2024 and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors had prepared the annual accounts on a going concern basis.

v. The Directors had laid down an adequate system of internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating efficiently and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory’ and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-24.

FRAUD REPORTING BY AUDITORS

Information pursuant to Section 134 (3) (ca) of the Companies Act. 2013, no such fraud has been detected by the auditors to mention herein.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Statement pursuant to Section 134 (3) (d) of the Companies Act 2013 read with section 149 (6) of Companies Act 2013 is given in the Annexures 1 to this Report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT & REMUNERATION

Information pursuant to Section 134 (3) (e) of the Companies Act, 2013 read with subsection (3) of Section 178 is given under Annexure 2 - Corporate Governance Compliance Report

AUDITORS & AUDITORS’ REPORT

According to Section 134 (3) (f) (i) of the Companies Act. 2013. the Auditors, M/s. Amit Ray & Co., Chartered Accountants are the existing Statutory Auditors of the Company. They have audited the financials of the Company for the Financial Year 2023-24 and nil qualification has been observed.

M/s. Amit Ray & Co, Chartered Accountants, w ere appointed as the Statutory Auditors of the Company for the period of five years, to hold office from the conclusion of 51^st Annual general meeting held in the year 2022 till the conclusion of the 56th Annual general meeting to be held in the financial y ear 2027. (As ratification clause being omitted under the amendment act vide MCA notification dated 07.06.2018, hence no ratificationis required).

SECRETARIAL AUDITORS

According to Section 134 (3) (f) (ii) of the Companies Act, 2013, the Board of Directors of the Company have appointed Mr. Ayush Sinha, Practicing Company Secretary , as the Secretarial Auditor of the Company for the financial year 202324. in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Audit and Certificate of disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure 3 and forms an integral part of this Report. The comments mentioned in Secretarial Audit Report are self-explanatory.

COMMENTS ON AUDIT REPORT BY THE BOARD

The Secretarial Audit Report by the Secretarial Auditor and the Independent Audit Report by the Statutory Auditors for the year ended 2023-24 does not contain any qualification, hence no further comments have been given by the Board and the said reports are unanimously accepted and approved by the Board.

LOANS, GUARANTEES OR INVESTMENTS

Disclosure pursuant to Section 134(3) (g) of the Companies Act, 2013 regarding Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements

RELATED PARTY TRANSACTIONS

Information pursuant to Section 134 (3) (h) of tire Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 4 and relevant related party transaction policy’ is also presented in a separate section forming part of the Annual Report.

COMPANY’S AFFAIRS

During the year the company earned other income of Rs. 4.56 Crores out of which Rs. 2.71 Crores w as on account of sale of land Rs 34.43 lacs for sale of flat at Hyderabad. The company made a profit of Rs. 2.87 Crores during the year. As already mentioned earlier the company has taken up the following two activities:-

1) Refurnishing & Renovation of Officer Flats:-

We were able to sell only one flat, due to technical reason , which will get removed in next 2-3 months time and we shall be able to sell substantial number of flats during the year as beside the flats being very’ modem , the same have very good surroundings like garden , children park . CBSE School and an orchard etc and they offer a very healthy , comfortable staying atmosphere.

2) Sale of Land

We were able sell about 1.7 acres of land during the year .The sales were low due to some technical problem which we are now attending to and are hopeful that during 2024-25 we would be able to sell a good part of our land bank, as the issues being faced for slow’ sale of land will get resolved

RESERVE & SURPLUS

Pursuant to Section 134 (3) (j) of the Companies Act 2013, Capital Reserv es of the Company at Rs 3856.42 Lakhs and Share Premium Account was Rs 4408.75 Lakhs.

DIVIDEND

Information pursuant to Section 134 (3) (k) of the Companies Act, 2013, in the view of the fact that the company is in the stage of recovery from a sick company and still has some financial liabilities your directors are not in a position to recommend any dividend for the financial year ending March 2024.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Information pursuant to Section 134 (3) (1) of the Companies Act, 2013, the Company has sold its manufacturing unit situated at Rajahamundry, Andhra Pradesh on 23.02.2020 and has taken the approval of shareholders through postal ballot on 22.03.2020 for the sale of Allahabad Closed Unit during the year and further plans to be engaged in the real estate sector. It initially, would be refurbishing the existing 72 no. of flats and sell them at the best market prices. It also intends to sell the factory land in due course of time. The going concern status of the Company does not get affected due to sale of Rajahmundry Unit.

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

Information pursuant to Section 134 (3) (m) of the Companies Act. 2013. read with Rule 8 of Companies (Accounts) Rule, 2014 is not applicable as there is no manufacturing unit of the company at present.

RISK MANAGEMENT POLICY

Information pursuant to Section 134 (3) (n) of the Companies Act, 2013 is given in the Annexure 5 to this Report CORPORATE SOCIAL RESPONSIBILITY (CSR)

Information pursuant to Section 134 (3) (o) of the Companies Act, 2013. read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 6 .

BOARD EVALUATION

As per Rule 8 (4) of Companies (Accounts) Rule, 2014 and pursuant to Section 134 (3) (p) of the Companies Act. 2013, we at Triveni believe in striving and excelling against contenders not only through products and initiatives but also through effective and efficient Board monitoring. As required under the Companies Act. 2013 and SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, an ev aluation of all the directors, the Board as a whole and its committees was conducted based on the criteria and framework adopted by the Board.

The details of the said evaluation have been enumerated in the Corporate Gov ernance Report, which is annexed to the Boards’ Report.

SUBSIDIARIES

Information pursuant to Rule 8 (5) (iv) of Companies (Accounts) Rule, 2014, the company has no subsidiary company, joint v entures or Associates.

CHANGE IN NATURE OF BUSINESS

Information pursuant to Rule 8 (5) of Companies (Accounts) Rule, 2014, as stated earlier, the company has sold its Rajahmundry unit and got shareholders approval through postal ballot on 22.03.2020 for sale of Allahabad closed Unit of the Company. Although, the Rajahmundry Plant is sold, there is no impact on the going concern of the Company. At present, the Company has no other manufacturing activity and has moved into the real estate sector where it is engaged in renov ation of existing 72 no. of flats and their sale at best market price. It also intends to sell its land bank at Iradatganj. Allahabad.

SIGNIFICANT AND MATERIAL ORDERS

Information pursuant to Rule 8 (5) (v ii) of Companies (Accounts) Rule. 2014, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in the future.

INTERNAL FINANCIAL CONTROL

Information pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rule, 2014, the Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. These include control processes both on manual and IT applications including the ERP application wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

The Company has. in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control, stated in the Guidance Note on Audit of Internal Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

PARTICULARS OF EMPLOYEES

The Statement containing ratio of remuneration paid to each director and the median employee remuneration and other details in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form a part of this report.

The Statement containing particulars in terms of subsection 12 of section 197 of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form a part of this report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013. the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days (which is Monday to Saturday) up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

COMMISSION TO MANAGING DIRECTOR AND WHOLE TIME DIRECTOR

Information pursuant to Section 194 (14) of the Companies Act, 2013. no separate commission is being paid to the said directors.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company’s website www.triveniglassltd.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the w ork place, in business practices and in dealing w ith stakeholders. All the Board Members and the Senior Management personnel hav e confirmed compliance with the Code.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility . The Company has established a vigil mechanism to be known as the ’Whistle Blower Policy’ for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct. The aim of the policy is to provide adequate safeguards against v ictimization of whistle blower who av ails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly. ‘Whistle Blower Policy’ has been formulated with a view to provide a mechanism for the Directors and employ ees of the Company to approach the Ethics Counselor or the Chairman of the Audit Committee of the Company. The purpose of this policy is to prov ide a framework to promote responsible and secure whistle blowing. It protects employ ees willing to raise a concern about serious irregularities within the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention of sexual harassment of Women at workplace (Prevention. Prohibition and Redressal) Act. 2013 and rules made there under. There was no complaint on sexual harassment during the year under review.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with its employees.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request / griev ance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' Relationship Committee of the Board meets periodically and reviews the status of the Shareholders'' Grievances. The shareholders of the Company continue to be traded in electronic forum and dematerialization exists with both the depositories viz.. National Securities Depository Limited and Central Depository Services (India) Limited.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prev ention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

HUMAN RELATIONS

Your Company does not have any manufacturing unit or any office except the registered office.

ENVIRONMENT AND SAFETY

A lot of emphasis is placed on occupational, environment, health and safety of the employees of the Company. Sev eral steps have been taken to conserve water by recycling it into useful puiposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees'' safety and is always inclined to improve on such standards.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs v ide its circular no. 17/2011 dated 2f^l April 2011. all shareholders of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiv ing physical copies of the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulation with stock exchanges in India, is presented in as Annexure 7.

CORPORATE GOVERNANCE

As required under Chapter IV and Schedule V of the SEBI (Listing Obligations& Disclosure Requirements), Regulations 2015 with the Stock Exchanges. Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance fonns part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory prov isions of corporate gov ernance and it has been the endeavor of your company to follow and implement the best practices of corporate gov ernance, in letter and spirit.

APPRECIATION

The Directors wish to place on record their deep thanks and gratitude to:

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders. Suppliers and the Contractors for the trust and confidence reposed in the company and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they will continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

APPLICATIONS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

Information pursuant to Rule 8 (5) (xi) of Companies (Accounts) Rule, 2014:

o A case under section 7 of Insolvency And Bankruptcy Code, 2016 was filed on 30-01-2024 before NCLT Allahabad Bench against the company by Laxmi Float Glass Limited .

Brief facts of the case:

The company had taken loan of Rs 11,13,85,734 from Laxmi float glass Limited in the year 2013-14. As per the agreement entered into between the parties on 02-01-2020;

S Our company (borrower) has duly acknowledged the debt due to financial creditor .

¦S The said loan shall carry compound interest @ 12% p.a on complete amount which shall accrue even- month from 31 -01-2021 till repayment of complete loan amount of Rs 11,13,85,734 ^ It is mentioned that our company shall pay the complete loan amount or transfer the piece of land in lieu thereof of the equivalent value .

The financial creditor was asked several times to apprise us. the appropriate location , value and area of land it w ished to take in lieu of payment of said amount but they failed to do so.

Tire financial creditor has filed this case against us whereby they have claimed that Rs 15,77,20,580 is due from us as on 31-12-2023.

We do not acknowledge this claim of Rs 15,77,20,580 and have filed our objection before NCLT , Allahabad bench that the company has always acknowledged the actual debt of RS 11,13,85,734 and it is willing to transfer the portion of land to the financial creditor.

o The case was listed on 18-03-2024 where NCLT has given time to the petitioner for re submitting the objections along with all the annexures. The case is pending to be admitted as on 31-03-2024. Next date of hearing is on 03-06-2024. The company has engaged Mr Anoop Trivedi , Senior Adv ocate , Allahabad High Court, to handle the case .

SETTLEMENTS

Information pursuant to Rule 8 (5) (xii) of Companies (Accounts) Rule, 2014, settlement with all banks and institutions have already been made and NOC has been obtained.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF

During the year, no amount was due for transfer to IEPF.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders. Bankers. Institutions and Employees for their cooperation and support.

---

Mar 31, 2016

Dear Stakeholders,

The Board of Directors of Your Company hereby present the 45^th Annual Report for the Financial Year ended on 31^st March 2016 together with the Audited Statement of Accounts for the said Financial Year.

FINANCIAL RESULTS

Financial summary for the Year ended on 31^st march 2016 is given below:

(Figs in Rs. Lacs)

PARAMETERS	F.Y. 2015-16	F.Y. 2014-15
Net Income from operations	5678.75	4530.40
Other Income	355.71	562.30
Total Income	6034.46	5092.70
Expenditure	5211.22	5616.40
PBIDT	823.24	( 523.70)
Depreciation	72.06	492.22
Interest	346.88	260.71
Net Profit / Loss	404.30	(1276.63)
Extra ordinary Items (Exchange Rate Fluctuation)	81	700
Net profit from ordinary Activities	485.30	(576.63)
EPS	3.85	(4.57)

Financial Performance

The Financial performance of the company during the reporting period has improved over the previous year considering that 2nd plant of the company at Rajahmundry came into production only on 7th of February, 2016. The Gross revenue from operations was 5678.75 lacs as compared to Rs. 4530.40 lacs achieved during the previous year. The overall operations of the plant were satisfactory as the yield achieved was much better than last year. The company was able to sell its full production and therefore achieved a sales volume of 135.14 lacs square meters on 1 MM basis as against sales of 119.80 lacs square meters last year.

Against a net loss of Rs. 576.63 lacs during last year, the company was able to turn around and make a profit of Rs. 485.30 lacs mainly on account of higher yield and better sales realization. The overall market demand has been robust and it is expected to remain the same during 2016-17, therefore the management is hopeful that with two plants running, it will be able to achieve a substantial jump in the sales turnover during 2016-17. The exports during the year were Rs. 177.30 lacs as against last year exports of Rs. 173.20 lacs. This area is being given priority as export realization is higher than domestic realization. The trading activity of company did not pick up as the market is over supplied. Here also the company is exploring the market to import special products which are in demand.

PRODUCTION & SALES Production

The production figures for the Financial Year is as follows (Figure in Lac Sq. mtr.)

Product	Location	Financial Year 2016	Financial Year 2015
Figured & Wired Glass	Rajahmundry	134.36	112.80

The production during the year has been 19% higher than last year though Plant 1 was closed for most part of the year and started production only in February, 2016.

Sales

The sales during the year were good as the company was able to sell its full production and also liquidate part of the stocks, however the exports during the year remains more or less the same as last year due to robust domestic demand.

(Figures in lacs Sq. Mtr)

Product	Financial Year-2016	Financial Year-2015
Sheet and Float Glass	-	-
Figured & Wired Glass	135.14	119.80

CAPITAL EXPENDITURE:

The Company incurred Capital Expenditure of Rs 129.23 lacs during the year which was mainly on account of setting up of the Pet Coke Plant and the Desulphurization plant as an alternate source of fuel as the supply of natural gas is not adequate to run both the plants. The cost of Pet coke fuel is low and will thus help in substantial cost saving for the company.

COST REDUCTION & PRODUCTIVITY IMPROVEMENT

Your Company has in place appropriate systems to monitor cost incurred in different areas of operation. Several initiatives have been taken to further reduce cost at all level of operation at Company’s Rajahmundry Plant wherein significant savings in Manpower and energy costs have been achieved.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 200,000,000 and Subscribed & Paid up share capital is Rs. 126,288,000. There was no change in the share capital made during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

ANNUAL RETURN

Information pursuant to Section 134 (3) (a) of the Companies Act, 2013, the extract of Annual Return in Form -MGT-9 as provided under sub - section (3) of Section 92 is given in the Annexure 1 to this Report.

DIRECTORS’ & MEETINGS

Information pursuant to Section 134 (3) (b) of the Companies Act, 2013, the Board of Directors at present consists of Mr. Jitendra Kumar Agrawal, Managing Director, Mr. Anil Kumar Dhawan Director (Finance) and Independent Directors namely Mr. Peeyush Kumar Kesharwani and Mrs Jyoti Agarwal. The details of Meetings of the Company held in the year are given in Corporate Governance Compliance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under section 134 (3) (c) of the Companies Act, 2013 regarding the Directors’ Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 at the end of the financial year ended on March 31^st 2016 and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Statement pursuant to Section 134 (3) (d) of the Companies Act 2013 read with section 149 (6) of Companies Act 2013 is given in the Annexure 2& 3 to this Report.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT & REMUNERATION

Information pursuant to Section 134 (3) (e) of the Companies Act, 2013 read with subsection (3) of Section 178 is given under Corporate Governance Compliance Report.

AUDITORS &AUDITORS’ REPORT

The Auditors, M/s. Amit Ray & Co., Chartered Accountants, the existing statutory Auditors of the Company retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment. The said Auditors have given consent for the appointment furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint Amit Ray & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of next .

Cost Auditor''s details

The Central Government has approved the appointment of M/s Shishir Jaiswal & Co. Cost Accountants as Cost Auditors for conducting Cost Audit of the Company for the Financial Year 2015-16. The due date for filing the Cost Audit Reports for the Financial Year ended 31st March, 2016 is 30th December 2016.

The due date for filing the Cost Audit Report of the Company for the Financial Year ended 31st March, 2015 was 30th December,2015 and the Cost Audit Report was filed by the Cost Auditor M/s Shishir Jaiswal & Co Cost Accountants, on 27^thFebruary 2016 in XBRL Mode as mandated by the Ministry of Corporate Affairs vide their circular no. 8/2012 dated 10th May, 2012.

SECRETARIAL AUDITORS

The Board of Directors of the Company have appointed Mr. Samarendra Roy, Practicing Company Secretary , as the Secretarial Auditor of the Company for the financial year 2015-16, in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Audit is annexed herewith as Annexure 4 and forms an integral part of this Report. The comments mentioned in Secretarial Audit Report are self-explanatory.

RELATED PARTY TRANSACTIONS

Information pursuant to Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 5 to this Report.

CORPORATE

Information pursuant to Section 134 (3) (i) of the Companies Act, 2013, the status of company’s affairs are given below:

NOTICES & APPEALS Appeals

As informed to the members that the Company is before BIFR for rehabilitation and as part of rehabilitation scheme it was proposed to sell the Allahabad plant so as to settle the dues of the workers and Institutions and Bankers from the Sale proceeds of the plant. BIFR set up an Asset Sale Committee and made IDBI Bank, New Delhi as the operating Agency to take the sale process forward but for some reasons the sale of Allahabad plant could not materialize, in the meantime BIFR took a view that as there is no progress in the case, they ordered for winding up of the company. The Company being aggrieved filed an appeal before AAIFR to restrain BIFR from winding up of the company and subsequently the company filed an appeal for being delisted from BIFR, however as SASF withdraw the OTS package, the company could not get itself delisted from BIFR. Now the company has entered into a fresh OTS with SASF and payments are being made accordingly. In the meantime, the company has settled most of the dues of SBI and is making regular payments to Canara Bank so as to clear their dues by May, 2016. Also dues of more than 90% of the workers have been settled.

Debt Restructuring

During the year, a number of requests were made to SASF requesting them to give the company another chance to repay their dues by reinstating the earlier OTS package of October 2013 wherein a sum of Rs. 2400 Lacs was due by the company. The Board is pleased to inform the shareholders that SASF has ultimately sanctioned a OTS package for Rs. 3000 lacs as per their letter dated 05.01.2016. However as the same was not in conformity with the proposal of the company made to SASF, we have requested them to review the OTS package in line with our proposal. In the meantime, the company has made payment of Rs. 300 Lac in March, 2016 and proposed to make regular installment payments from April 2016. We have also given the assurance that as soon as we get a suitable buyer for the Allahabad property, we shall clear their full dues immediately. SASF in-principal have allowed us time to make the payment in installments, though their formal consent is awaited.

STATE BANK OF INDIA

As informed to the shareholders earlier that the principle amount due to State Bank of India under the OTS had been paid to them earlier and only the interest amount of Rs. 247 lacs remained due as on 31.03.2015, against which the company has made major payment during the current year and requested State Bank of India to waive off some portion of the balance interest dues which the Bank vide their note dated 29.03.2016 have agreed to waive off a sum of Rs. 41 Lacs & given a net demand of Rs. 135 lacs against which the company has made payment of Rs. 95 lacs in March 2016 and given the assurance to clear the balance amount of Rs. 40 Lacs in April 2016 which has since been paid and NOC obtained.

CANARA BANK

As mentioned earlier, a OTS settlement Rs. 610 lacs had been arrived at with them and after the down payment, the balance amount of Rs.486 Lacs had to be paid in six equal installments ending in May 2016. Accordingly regular installment payments have been made to them and as on 31.03.2016, only two installments amounting to Rs. 135 lacs remained to be paid.These have since been paid and NOC obtained.

HUMAN RELATIONS

The Human relations of the company at Rajahmundry unit remained cordial during the year.

ENVIRONMENT AND SAFETY

A lot of emphasis is placed on occupational, environment, health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees’ safety and is always inclined to improve on such standards.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21^st April 2011, all shareholders of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulation with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As required under Chapter IV and Schedule V of the SEBI (Listing Obligations& Disclosure Requirements), Regulations 2015 with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors’ Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders’ expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

RESERVE & SURPLUS

Information pursuant to Section 134 (3) (j) of the Companies Act, 2013 is that the Company has earned the profit during the current year of Rs 485.30 lacs as a result the accumulated losses of the company decreased from Rs 11494.31 lacs to 11009.01 lacs at the end of the year 31.03.2016.Captal Reserves of the company stood a Rs 221.86 lacs and Security Premium Account was Rs 4408.75 lacs.

DIVIDEND

Information pursuant to Section 134 (3) (k) of the Companies Act, 2013, in the view of huge accumulated losses in the balance sheet of your company and considering the fact that the company is in the stage of recovery from a sick company your directors are not in a position to recommend any dividend for the financial year ending March 2016.

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

Information pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 6 to this Report.

RISK MANAGEMENT POLICY

Information pursuant to Section 134 (3) (n) of the Companies Act, 2013 is given in the Annexure 7 to this Report

CSR REPORT

Information pursuant to Section 134 (3) (o) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 8 to this Report

Regd. Off: 1, Kanpur Road By order of The Board of Directors of Triveni Glass Limited

Allahabad - 211001 (U.P.) Sd/-

Place: Allahabad J.K. Agrawal

Date: 26.07.2016 Managing Director

DIN: 00452816

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Mar 31, 2015

Dear Members,

The Board of Directors of Your Company hereby present 44th Annual Report for the Financial Year ended on 31st March 2015 together with the Audited Statement of Accounts for the said Financial Year.

FINANCIAL RESULTS

Financial summary for the Financial Year ended on 31st march 2015 is given below:

(Figs in Rs. Lacs)

PARAMETERS F.Y. 2014-2015 F.Y. 2013-2014

Net Income from operations 4530.40 5181.29

Other Income 562.30 45.72

Total Income 5092.70 5227.01

Expenditure 5616.40 4272.88

PBIDT ( 523.70) 954.13

Depreciation 492.22 149.13

Interest 260.71 132.68

Net Profit / Loss (1276.63) 672.32

Exceptional Items (Exchange 700 5.49 Rate Fluctuation)

Net profit from ordinary Activities (576.63) 666.83

EPS (4.57) 5.28

Financial Performance

The Financial Performance of the company during the period under reporting was not too good specially on account of the fact that only one plant was in operation throughout the year as the second plant could not be operated due to non availability of gas. As a result the revenue from operations fell from Rs 5181.29 lacs to Rs 4530.40 lacs during the current year. The overall operation of the plant was satisfactory as it achieved a yield of nearly 80% during the year much of it was contributed by the high yield of 86.01% achieved during the last quarter of the financial year. The company was able to liquidate substantial portion of its stocks and thereafter achieved a sales volume of Rs 119.77 lacs square meter on 1 MM basis against production of Rs 112.83 lacs square meter.

Against a net profit of Rs 666.83 lacs made last year there is a loss of Rs 576.63 lacs during the current financial year mainly on account of additional fuel bill of nearly Rs 400 lacs during the period October, November and 1st week of December 2014 wherein there was no gas supply to the plant from GAIL and hence company had to procure furnace oil at market rates. This also affected the productivity during the quarter. Besides the above there has been major increase in cost of Rs 343 lacs on account of depreciation charged for the current year due to changes in the mode of calculating depreciation as per the provisions of Companies Act 2013. There was a further impact on account of reduction in inventories of Rs 382 lacs while last year the same had increased by Rs 583 lacs. Due to slackness of demand during the first and second quarter of the year and also on account of slight decline in market prices the realization was poor in the first two quarters but the same picked up in the later part of the year and the company finished the year with good realization. The exports during the year were Rs 173.22 lacs as compared to Rs 232.22 lacs in the previous year. The company did not import any further material for trading due to the past bad experience and only tried to sell the stocks in hand and was successful in selling glass worth Rs 11.64 lacs during the year.

PRODUCTION & SALES

Production

The production figures for the Financial Year is as follows

(Figure in Lac Sq. mtr.)

Product Location Financial Year 2015

Figured & Wired Glass Rajahmundry 56.40

Product Financial Year 2014

Figured & Wired Glass 67.01

The production during the year was much lower than last year due to operation of only one plant during the year. The Plant No 1 remain closed for most parts of the year however due to better capacity utilization and better yield the production level during the year was reasonable. The company could not restart new plant due to shortage of natural gas.

Sales

The sales during the year were good as the company besides being able to sell the full production was able to liquidate substantial quantity of stocks, however the export sales were lower due to lack of export orders.

(Figures in lacs Sq. Mtr)

Product Financial Year-2015 Financial Year-2014

Sheet and Float Glass - -

Figured & Wired Glass 59.90 62.70

CAPITAL EXPENDITURE:

The Company incurred Capital Expenditure of Rs 218.08 lacs during the year which was mainly on account of certain additions to the sand and finished goods godown and capitalization of civil expense on Allahabad plant on account of mirror plant which was not capitalize earlier as the Plant and machinery was not installed.

COST REDUCTION & PRODUCTIVITY IMPROVEMENT

Your Company has in place appropriate systems to monitor cost incurred in different areas of operation. Several initiatives have been taken to further reduce cost at all level of operation at Company's Rajahmundry Plant wherein significant savings in Manpower and energy costs have been achieved.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs. 200000000 and Subscribed & Paid up share capital is Rs. 126290000. There was no change in the share capital made during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

ANNUAL RETURN

Information pursuant to Section 134 (3) (a) of the Companies Act, 2013, the extract of Annual Return as provided under sub - section (3) of Section 92 is given in the Annexure 1 to this Report.

DIRECTORS & MEETINGS

Information pursuant to Section 134 (3) (b) of the Companies Act, 2013, the Board of Directors at present consists of Mr. Jitendra Kumar Agrawal, Managing Director, Mr. Anil Kumar Dhawan Director (Finance) and Independent Directors namely Mr. Peeyush Kumar Kesharwani and Mrs Jyoti Agarwal. The details of Meetings of the Company held in the year are given in Corporate Governance Compliance Report

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134 (3) (c) of the Companies Act, 2013 regarding the Directors' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 at the end of the financial year ended on March 31st 2015 and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Statement pursuant to Section 134 (3) (d) of the Companies Act 2013 read with section 149 (6) of Companies Act 2013 is given in the Annexures 2,& 3 to this Report.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION

Information pursuant to Section 134 (3) (e) of the Companies Act, 2013 read with subsection (3) of Section 178 is given under Corporate Governance Compliance Report.

AUDITORS & AUDITORS' REPORT

The Auditors, M/s. Amit Ray & Co., Chartered Accountants, the existing statutory Auditor of the Company retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment. The said Auditors have given consent for the appointment furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint Amit Ray & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of next .

EXPLANATION TO THE AUDITORS' QUALIFICATION

As required under section 134 (3) (f) of the Companies Act, 2013, explanation or comments by the Board on qualification, reservation and adverse remark made by the Auditors

1. Qualification under points (vii) (a) & (b) of the Annexure to the Auditors Report.

Auditor has qualified that Company has not paid the statutory dues as mentioned under the said point.

As informed to all that Company is a sick Company and has been in struggling phase. However the company has since deposited the contributions towards Family Pension except the damages amount for which it has filed an appeal before the PF Commissioner, New Delhi for being waived off. The company has cleared substantial amount of the other statutory dues during the year as a result the same came down from Rs.302.19 lacs as on 31.3.2014 to Rs 198.11 lacs as on 31.3.2015. The company is hopeful of clearing the balance dues during the year 2015-16.

Further regarding the disputed amounts pending before various authorities, the liability was Rs.6351.21 lacs. In the major case involving Rs. 4193 lacs our appeal before Central Excise Tribunal, New Delhi was still pending. Against the remaining cases the company has filed necessary appeals before the competent authorities and the same are pending for decision. As regards point (xi) our comments are given in the Auditors report itself.

2. Qualification under point (ix) of the Annexure to the Auditors Report.

The Company replies to the Auditors Note on defaults to SASF and Institution Bankers is give in note itself.

Cost Auditor's details

The Central Government has approved the appointment of M/s Shishir Jaiswal & Co. Cost Accountants as Cost Auditors for conducting Cost Audit of the Company for the Financial Year 2014-15. The due date for filing the Cost Audit Reports for the Financial Year ended 31st March, 2015 is 30th December 2015.

The due date for filing the Cost Audit Report of the Company for the Financial Year ended 31st March, 2014 was 30th September,2014 and the Cost Audit Report was filed by the Cost Auditor M/s Shishir Jaiswal & Co Cost Accountants, on 28th November 2014 in XBRL Mode as mandated by the Ministry of Corporate Affairs vide their circular no. 8/2012 dated 10th May, 2012.

SECRETARIAL AUDITORS

The Board of Directors of the Company have appointed Mr. Samrendra Roy, Practicing Company Secretary , as the Secretarial Auditor of the Company for the financial year 2014-15, in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Audit is annexed herewith as Annexure 4 and forms an integral part of this Report. The comments mentioned in Secretarial Audit Report are self explanatory

RELATED PARTY TRANSACTIONS

Information pursuant to Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 5 to this Report.

Corporate

Information pursuant to Section 134 (3) (i) of the Companies Act, 2013, the states of companies affairs are given below

NOTICES & APPEALS

Appeals

As informed to the members that the Company is before BIFR for rehabilitation as a part of rehabilitation it was proposed to sell the Allahabad plant so as to settle the dues of the workers and Institutions and Bankers from the Sale process of the plant BIFR set up a Asset Sale Committee and made IDBI New Delhi the operating Agency to take the sale proceeds forward but for some reasons the sale of Allahabad plant could not materialize, in the mean time BIFR took a view that as there is no progress in the case, they ordered for winding up of the company. The Company being aggrieved filed an appeal before AAIFR to restrain BIFR from winding up of the company and subsequently the company filed an appeal for delisting from BIFR, however as SASF withdraw the OTS package the company could not get itself delisted from BIFR. The company also filed an appeal before BIFR requesting them to direct SASF to restore the OTS Package and also not to take any action against the company for recovery of their dues till the winding up notice is adjudicated by the AAIFR Board. However BIFR did not consider our request and dismissed our appeal. The company filed an appeal before AAIFR who have directed BIFR to consider our appeal a fresh in light of the submission made by us.

Debt Restructuring

As mentioned in the last Annual Report that SASF had served a notice under section 13(2) of the Securitization and Reconstruction of financial Assets and Enforcement of Security Investment 2001 on the company in April 2013, but the company was successful in arriving at a OTS settlement with SASF in Oct 2013, for a sum of RS 3550 lacs. The company in right earnest and inspite of the Allahabad Plant not being sold was able to arrange and pay SASF a sum of Rs 1155 lacs by 31.01.2015, but as the company had not been able to pay the full amount as per terms of OTS, SASF choose to withdraw the OTS package vide its letter dated 09.02.2015. We have requested them to restore the package and have also take up the matter with BIFR/AIFR to prevail upon SASF to Restore the package as the delay in making the payment has not been due to any fault of the company, but that of the Asset Sale Committee constituted by the operating agency, IDBI Bank, New Delhi, who have not been able to sell the Allahabad Plant and have delayed the process forcing SASF to withdraw the package. We are hopeful that once we are able to locate a suitable buyer for the plant we shall be able to negotiate and clear the SASF dues.

SBI Bank

The company has paid the full principal amount of Rs 1489 lacs by March 2014 and only the interest for the delay period amounting to Rs 327 lacs was outstanding to be paid. The company has paid a further sum of Rs 80 lacs against the same and is making regular payments to them and is confident to clear the balance amount once the buyer for Allahabad plant is found.

CANARA Bank

As mentioned in the last Annual report that a settlement at Rs 590 lacs had been arrived at with them but subsequently their Head office have not approved the OTS and asked for substantial improvement in the package. We have written to them that as the package was once finalized and we also have made payment of Rs 59 lacs against the same they should accepts the same. Till 31.03.2015 no headway could be made on this, but in May 2015 after a lot of persuasion and discussion we were able to arrive at a revised settlement of Rs 610 lacs. The sanction letter is awaited.

HUMAN RELATIONS

The company on the basis of the agreement arrived of with the workers in December 2014 took of the job of settling their dues and till 31.03.2015 and a sum of Rs 800 lacs had been paid to them and the process was on and will aim to settle dues of all the workers by July - August 2015 . The Human relations of the company at Rajhmundary unit remained cordial during the year.

ENVIRONMENT AND SAFETY

A lot of emphasis is placed on occupational, environment, health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees' safety and is always inclined to improve on such standards.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

RESERVE & SURPLUS

Information pursuant to Section 134 (3) (j) of the Companies Act, 2013 is that the Company has incurred loss during the current year of Rs 576.63 lacs as a result the accumulated losses of the company increased from Rs 10917.68 lacs to 11494.31 lacs at the end of the year 31.03.2015.Captal Reserves of the company stood a Rs 221.86 lacs and Security Premium Account was Rs 4408.75 lacs.

DIVIDEND

Information pursuant to Section 134 (3) (k) of the Companies Act, 2013, in the view of huge accumulated losses in the balance sheet of your company and considering the fact that the company is in the stage of recovery from a sick company your directors are not in a position to recommend any dividend for the financial year ending March 2015.

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

Information pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 6 to this Report.

RISK MANAGEMENT POLICY

Information pursuant to Section 134 (3) (n) of the Companies Act, 2013 is given in the Annexure 7 to this Report

CSR REPORT

Information pursuant to Section 134 (3) (o) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rule, 2014 is given in the Annexure 8 to this Report

Regd. Off: 1, Kanpur Road By order of The Board of Directors of Triveni Glass Limited

Allahabad - 211001 (U.P.) Sd/ J.K. Agrawal Place: Allahabad Managing Director Date: 30.10.2015 DIN: 00452816

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Mar 31, 2014

Dear Stakeholders,

The Board of Directors of Your Company hereby present 43rd Annual Report for the Financial Year ended on 31st March 2014 together with the Audited Statement of Accounts for the said Financial Year.

FINANCIAL RESULTS

Financial summary for the Financial Year ended on 31st march 2014 is given below:

(Figs in Rs. Lacs) PARAMETERS F.Y. 2013-2014 F.Y. 2012-2013

Net Income from operations 5181.29 5502.03

Other Income 45.72 267.34

Total Income 5227.01 5769.37

Expenditure 4554.69 5695.77

PBIDT 954.13 330.05

Depreciation 149.13 144.44

Interest 132.68 112.01

Net Profit / Loss 672.32 73.60

Exceptional Items (Exchange 5.49 3.71

Rate Fluctuation)

Net profit from ordinary Activities 666.83 69.89

EPS 5.28 0.59

Financial Performance

Financial Performance of the Company during the period under reporting was better than previous year if seen from in terms of profitability yet the total income for the period declined to Rs. 5227.01 Lacs in comparison to Rs. 5769.37 Lacs in the previous accounting year. During the current year Company has registered approximately 9 times increase in the Profit and 8 times increase in the Earning per share. The net profit for the year under review was Rs. 666.83 against the profit of Rs. 69.89 Lacs during the previous year.

The net income from the operations was Rs. 5181.29 which was 5.83% lower than the net income for the previous accounting year. Other income for the period has declined by approximately 83%. The decrease in the income from operation was due to decrease in the demand on account of slow dwon. The total expenditure for the period under review decreased by 24.66% however depreciation and finance cost increased by 3.46% and 18.45%. The increase in the depreciation was due extra depreciation charged on additions of Rs. 182.4 Lacs made during the year in machinery and furniture. The finance cost increased on account of increase in borrowings.

PRODUCTION & SALES

Production

The production figures for the Financial Year is as follows

(Figure in Lac Sq. mtr.)

Product Location Financial Year 2014 Financial Year 2013

Figured & Wired Rajahmundry 67.01 67.43 Glass

The production of Wired Glass decreased by 3.35% the running unit of the Company at Rajahmundry showed no improvement due to the closure of G II Plant for more than six months during the year and also due to lower capacity utilization of the plants due to slowdown in demand.

Sales

The sales volume at Rajahmundry during the year dropped on account of slowdown in demand and entry of new players with additional capacities.

(Figures in lacs Sq. Mtr) Product Financial Year-2014 Financial Year-2013

Sheet and Float Glass - -

Figured & Wired Glass 62.70 69.80

The exports during the year increased by 77.42% to Rs. 232.12 Lacs as compared to Rs. 130.83 Lacs during the previous year.

CAPITAL EXPENDITURE:

The Company incurred Capital Expenditure of Rs 172 lacs during the year mainly on account of re- fabricating of the GII Plant which had outlived its life and it had become mandatory to carry out major repairs and rebuild the furnace so as to bring the plant back into production.

COST REDUCTION & PRODUCTIVITY IMPROVEMENT

Your Company has in place appropriate systems to monitor cost incurred in different areas of operation. Several initiatives have been taken to further reduce cost at all level of operation at Company''s Rajahmundry Plant wherein significant savings in Manpower and energy costs have been achieved.

DIVIDEND

In the view huge accumulated losses in the balance sheet of your company and considering the fact that company is in the stage of recovery from the sick Company Your Directors are not in a position to recommend any Dividend for the Financial Year ending March, 2014.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs. 200000000 and Subscribed & Paid up share capital is Rs. 126290000. There was no change in the share capital made during the year under review.

RESERVE & SURPLUS

Company has incurred huge losses in the past and the accumulated losses in beginning of the year was Rs. 11584.1 Lacs and at the end of the Financial were Rs. 10917.68 Lacs. Capital reserves of Company stood at Rs. 221.86 and Security Premium Account was at Rs. 4408.75 Lacs.

DIRECTORS

The Board of Directors at present consists of Mr. J.K. Agrawal Managing Director, Mr. A.K. Dhawan Director (Finance), and three Independent Directors namely Dr. Kamlesh Narain Agarwala, Mr. Ashoka Kumar Rastogi and Mr. Peeyush Kumar Kesharwani.

In accordance with the requirements of the Companies Act, 2013 and the Company''s Articles of Association, Mr. J.K Agrawal the Mnaging Director of the Company who not retire by rotation and being eligible to offer himself for reappointment is proposed to be re-appointed at the ensuing Annual General Meeting.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. K.N Agarwala, Mr. A.K Rastogi and Mr. P.K Kesharwani as Independent Directors of the Company. The Companies Act, 2013 provides for appointment of Independent Directors. Section 149(10) of the Companies Act, 2013 (effective April 1, 2014) provides that Independent Directors shall hold the office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a Special Resolution by the Shareholders of the Company.

At Triveni Glass Limited, the Independent Directors were not appointed as the directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Further in terms of revised clause 49 of the Listing Agreement which shall be effective from 1st Day of October 2014 existing Independent Director who have been on the Board of the Company for 5 years or more may be appointed for a term of 5 consecutive years by passing special resolution at the Meeting of Shareholders of the Company. Therefore it is proposed to re-appoint Independent Directors not to retire by rotation and also to fix their tenure. Resolution in respect of this has been placed in the notice to the Annual General Meeting. Brief resume of Director proposed to be appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

AUDITORS & AUDITORS'' REPORT

The Auditors, M/s. Amit Ray & Co., Chartered Accountants, the existing statutory Auditor of the Company retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment. The said Auditors have given consent for the appointment furnished the Certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint Amit Ray & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of next

Explanation to the Auditors'' Qualification

3. Qualification regarding Depreciation under point No. 2 of the Auditors Report of even date Auditor has qualified that Depreciation amounting to Rs.647.15 lacs has not been provided in accounts for Float Glass Plant.

In this regard Your Directors explained the auditor that the Float Glass Plant was under closure since September 2006 therefore the Depreciation was not provided.

4. Qualification under points (ix) (a) & (b) of the Annexure to the Auditors Report.

Auditor has qualified that Company has not paid the statutory dues as mentioned under the said point. As informed to all that Company is sick Company and has been in struggling phase the company has since deposited the contributions towards Family Pension except the interest and damages. The company has cleared substantial amount of the other statutory dues during the year as a result the same came down from Rs.492 lacs as on 31.3.2014 to Rs.302 lacs as on 31.3.2014. The company is hopeful of clearing the balance dues during the year 2014-15.

Further regarding the disputed amounts pending before various authorities, the liability was Rs.6463.34 lacs. Our appeal before Central Excise Tribunal, New Delhi was still pending. Against the remaining cases the company has filed necessary appeals before the competent authorities and the same are pending for decision. As regards point (xi) our comments are given in the Auditors report itself.

Cost Auditor''s details

The Central Government has approved the appointment of M/s Shishir Jaiswal & Co. Cost Accountants as Cost Auditors for conducting Cost Audit of the Company for the Financial Year 2013-14.

The due date for filing the Cost Audit Reports for the Financial Year ended 31st March, 2014 is 30th September, 2014.

The due date for filing the Cost Audit Report of the Company for the Financial Year ended 31st March, 2013 was 30th September,2013 and the Cost Audit Report was filed by the Cost Auditor M/s Shishir Jaiswal & Co Cost Accountants, on 30th November 2013 in XBRL Mode as mandated by the Ministry of Corporate Affairs vide their circular no. 8/2012 dated 10th May, 2012.

NOTICES & APPEALS Appeals

As informed to the members in the last Annual Report, that the Company on the appeal filled by the Company AIFR ordered the BIFR to constitute a Asset Sale Committee to sale the Allahabad plant however due to various reasons the asset sale committee could not be constituted and, therefore the sale could not take place. Similarly in case of SBI the company successfully got the scheme extended to 15.3.2014 and cleared the principal dues and now as at 31.3.2014 only the interest balance of Rs.327 lacs are due. As regards Canara Bank with great difficulty we were able to get a OTS scheme sanctioned for Rs.590 lacs which needs to be paid by June 2014, but their formal approval letter is awaited.

Debt Restructuring

Company has received a notice under section 13 (2) of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest 2002 given by SASF in April 2013. The company with great efforts was able to get OTS scheme sanctioned from SASF in October 2013, with additional interest for the period of delay and fixed Rs.3550 Lacs as the total amount to be paid by the company by November 2, 2013. However, as we could not pay the amount by the date, and we requested SASF to allow us further time to settle the dues. The notice issued under section 13(2) in April 2013 by SASF is in abatement in view of the revised OTS scheme sanctioned by them.

Further State Bank of India had given OTS package to Company which was valid till 30th November 2012. On expiry of the period, they had indicated that the package will be withdrawn. However on follow- up with them, they extended the package upto March 2013 and further upto March 2014. The Company was able to settle and pay their principal dues of Rs.1489 lacs in full by January 2014 and requested them to allow us time to pay the balance interest dues of Rs. 327 lacs by April 2014 end. The company was eventually able to arrive at OTS settlement with Canara Bank in March 2014 at Rs.590 lacs which is payable by June 2014. The Bank''s formal sanction letter is awaited.

As mentioned earlier with a buyer being found and with revival of talks with SASF, SBI and Canara Bank, the management expects the settlement of dues of the Institutional / Bankers to take place soon.

HUMAN RELATIONS

As mentioned earlier, the company has decided to settle the legitimate dues of the Allahabad plant workers to avoid any dispute with them and a number of workers have taken their full and final dues. The company would be in a position to settle the dues of all the workers once the sale of Allahabad plant is finalized. The human relations at the company''s Rajahmundry unit remained cordial.

ENVIRONMENT AND SAFETY

A lot of emphasis is placed on occupational, environment, health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees'' safety and is always inclined to improve on such standards.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.

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

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 is given in the Annexure to this Report.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement, it is hereby stated:

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

ii. 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 at the end of the financial year ended on March 31st 2014 and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

Regd. Off: 1, Kanpur Road By order of The Board of Directors of Triveni Glass Limited

Allahabad – 211001 (U.P.) Sd/- J.K. Agrawal Place: Allahabad Managing Director Date: 30.08.2014 DIN: 00452816

---

Mar 31, 2013

TO THE MEMBERS,

The Directors hereby present their 42nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

As informed to the members in the last Annual report, the Company had sold its Meerut unit and settled part of the dues of Institutions and Banks. In order to repay back the balance dues of the Institutions and Banks, it was decided to sell off the Allahabad unit of the Company. BIFR initially agreed to the proposal and appointed an Operating Agency M/s IDBI Bank Ltd, New Delhi. The Operating Agency was given the task of constituting an Assets Sales Committee which would handle the sale of the Allahabad Plant. The Assets Sales Committee floated tenders twice for sale of the plant, but for some reason or the other, the sale could not materialize. As in subsequent BIFR meetings, no headway could be made in putting-up the unit for sale for a third time, the company decided to file a fresh MA before the BIFR requesting them once again to give permission for sale of the plant in lots or as a whole. The Misc Application before BIFR came up for hearing on 10.05.2012 wherein BIFR passed orders detrimental to the interest of the Company and therefore the company had no option but to file an appeal before the Hon''ble AIFFR seeking stay of the BIFR order and permission for sale of the Allahabad unit.

In the meantime, a number of buyers have come forward to buy the Plant and Machinery and the Plant as a whole which will help the company to finalize the sale once we get the necessary permission for sale.

After a lot of follow up even at High Court Level as the AAIFR Board had been dismantled , we were eventually able to get a favourable order from Hon''ble AIFFR on 19.3.2013 wherein they remanded back our case to BIFR for reconsideration. BIFR on 21.3.2013 accepted the recommendation of AIFFR and passed orders to Operating Agency to take steps for sale of the Allahabad Plant as per BIFR guidelines .The Operating Agency has started the process for reconstituting the sale committee ,etc.

In the mean while SASF on 16.4.2013 gave Notice under section 13(2) of the Securitisation and Reconstruction of the Financial Assets 8t Enforcement of Security Interest Act, 2002. The company is in talks with SASF for extension of the OTS scheme and things should materialize soon.

The salient features of the Company''s performance in different areas during the year are given below

1 FINANCIAL RESULTS :

2013 2012 Rs. In Rs. In Rs. In PARAMETERS: Rs. In lakhs lakhs lakhs lakhs

Income from Sales & Other Income: 6397.82 5384.69 lncrease/(decrease) in Finished good

stocks: 76.64 25.39

Net Income: 6321.18 5355.78

PBIDT 331.50 31.33

Depreciation 144.14 134.90

Interest 112.01 84.86

Net Profit (-) Loss 75.05 (188.43)

Cumulative Loss:

Balance as per last Account (11654.40) (11392.77)

Previous years Adjustment (5.16) (73.02)

Adjustment of Provision of deferred tax Loss carried to Balance Sheet (11584.51) (11654.22)

2 PRODUCTION :

The production figures in the constituent units of the Company are given below: The production at Rajahmundry showed no improvement due to closure of Gil plant for cold repairs for 4 months and then closure of Gl plant in Febi2 for cold repairs.

Figures in lakh sq. mtr. on 2 mm basis

Product Location 2013 2012

Sheet Glass Allahabad

Figured & Wired Glass Rajahmundry 69.33 70.15

3. MARKETING/SALES

The volume of sales handled by the Company in different product segments is indicated as below.

The sales volume at Rajamundry was more or less same as last year due to no improvement in production.

Figures in lakhs Sq. Mtr. Product Quantity Sold

2013 2012

Sheet & Float Glass (2mm)

Figures & Wired Glass (3mm) 69.80 69.59

In financial terms, exports during the year were to Rs. 130.83 Lacs compared to Rs. 160.12 lacs during the previous year.

4. DIVIDEND:

Your Directors are not in a position to recommend any Dividend for the Financial Year ending March, 2013 due to accumulated losses of the company.

5. CAPITAL EXPENDITURE:

The Company incurred Capital Expenditure of Rs 385.84 lacs during the year mainly on account of refabricating of the Gl Plant which had become very old and required major repairs.

6. DEBT RESTRUCTURING:

As informed earlier, IDBI had sanctioned an OTS package which was valid till February 2011 and on request of the company had extended the package upto July 2011. However the sale of Allahabad plant could not materialize. IDBI withdrew the OTS package in October 2011. The Company again approached IDBI for revival of the package by allowing extension of time upto March 2013, but IDBI did not consider our request and in fact has given the Company a Notice under section 13(2) of the Securitisation Act. The company is in talks with SASF for extension of the OTS scheme and we expect things to materialize soon.

As regards SBI , they had given OTS package which was valid till 30th November 2012. On expiry of the period, they had indicated that the package will be withdrawn. However on follow-up with them, they extended the package upto March 2013.We have again requested them to extend the package for a further period of 6 months as now with the BIFR permission for sale we can sell the plant and pay off their dues.

As regards Canara Bank, they did not approve any of our OTS proposals, but in the BIFR hearing held on 21.3.2013 they have agreed that the sale proceeds of Allahabad Plant be deposited in a ''No Lien'' Account and disbursed to all the stake holders as per directions of BIFR.

As mentioned earlier with a buyer being found and revival of talks with SASF & SBI, the management expects the matter to be resolved soon.

7, AUDITORS'' REPORT:

As regards point No. 2 of the Auditors Report of even date, Depreciation for the Float plant has not been provided since September 2006 as the same was under closure. As regards point no. 3, as SBI has already extended their OTS proposal till 31.3.13 and we have requested for further extension of 6 months time from them and we are in talks with SASF to extend the OTS package, and as also in the company''s Debt restructuring scheme submitted to BIFR the company has requested for waiver of interest on all institutional/Bank loans and on all others statutory dues, no interest has been provided during the year. As regards points (ix) (a) & (b) of the Annexure to the Auditors Report of even date, the company could not deposit the contributions towards Family Pension and all other statutory dues due to paucity of funds and due to the Allahabad Plants remaining closed and Rajahmundry unit facing fund crunch. However, the company was able to settle some of the Statutory dues during the year and is in the process of paying the remaining statutory dues from the present surplus and eventually from the sale proceeds of Allahabad unit. As regards the disputed amounts pending before various authorities, the liability again went up to Rs.6391.29 lacs with the Commissioner Central Excise Allahabad reconfirming demand of Rs 2296 lacs with penalty. We have filed an appeal before Central Excise Tribunal, New Delhi. Against the remaining cases the company has filed necessary appeals before the competent authorities and the same are pending for decision.

8. COST REDUCTION & PRODUCTIVITY IMPROVEMENT:

Your Company has in place appropriate systems to monitor cost incurred in different areas of operation. Several initiatives have been taken to further reduce cost at all level of operation at Company''s Rajahmundry Plant wherein significant savings in Manpower and energy costs have been achieved.

9. HUMAN RELATIONS:

As mentioned earlier, the company has decided to settle the legitimate dues of the Allahabad plant workers to avoid any dispute with them and a number of workers have taken their full and final dues. The company would be in a position to settle the dues of all the workers once the sale of Allahabad plant is finalized. The human relations at the company''s Rajahmundry unit remained cordial.

10. DIRECTORS:

The Board of Directors at present consists of Mr.J.K.Agrawal Managing Director, Mr.A.K.Dhawan Director (Finance), and three Independent Directors namely Dr.Kamlesh Narain Agarwala, Mr.Ashoka Kumar Rastogi and Mr.Peeyush Kumar Kesharwani.

The Company has greatly benefited from induction of these Independent Directors and with their joining, the Audit Committee for the Board of Directors and the Remuneration Committee have been reconstructed and their meetings are held regularly.

11. AUDITORS:

The Auditors, Messrs Amit Ray & Co., Chartered Accountants, retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 is set out in statements hereto and form part of this report.

13. ENVIRONMENT AND SAFETY:

A lot of emphasis is placed on occupational, environment, health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees'' safety and is always inclined to improve on such standards.

14. DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to any material departure.

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

15. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance and Management Discussion and Analysis Report are set out as separate Annexures to this Report.

Place: Allahabad On behalf of the Board

Date: The 29th Day of May 2013 Mr.J K Agrawal

Managing Director

Mr.A K Dhawan

Director Finance

Dr.Kamlesh Narain Agarwala

Director

Mr.Ashoka Kumar Rastogi

Director

Mr.Peeyush Kumar Kesharwani

Director

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Mar 31, 2012

TO THE MEMBERS,

The Directors hereby present their 41st Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

As informed to the members in the last Annual report that the Company had sold its Meerut unit and settled part of the dues of Institution and Bankers. In order to repay back the balance dues of the Institutions and Bankers it was decided to sell off the Allahabad unit of the Company. BIFR initially agreed to the proposal and appointed an Operating Agency M/s IDBI Bank Ltd, New Delhi. The Operating Agency was given the task of constituting an Assets Sales Committee which would handle the sale of the Allahabad Plant. The Assets Sales Committee floated tenders twice for sale of the plant, but for some reason or the other the sale could not materialize. As in subsequent BIFR meetings no headway could be made in putting-up the unit for sale for a third time, the company decided to file a fresh MA before the BIFR requesting them once again to give permission for sale of the plant in lots or as a whole. The Misc Application came up for hearing on 10.05.2012 wherein BIFR passed orders detrimental to the Interest of the Company and therefore the company had no option but to file an appeal before the Hon'ble AIFFR seeking stay of the BIFR order and permission for sale of the Allahabad unit.

The case is listed for hearing 01.11.2012 wherein we expect to get a favourable decision in our favour.

In the mean time a numbers of Buyers have come forward to buy the Plant and Machinery and the plant as a whole which will help the company to finalize the sale once we get the necessary permission for sale.

The company's case before Supreme Court pertaining to 50 workers of Plant 1 covered under the Arbitration award is also moving in favour of the company and we expect a favourable decision on 29.12.2012 when the case is listed for final disposal.

The salient features of the Company's performance in different areas during the year are given below.

1. FINANCIAL RESULTS :

2012 2011 Rs.In Rs.In Rs.In Rs.In PARAMETERS: lakhs lakhs lakhs lakhs

Income from Sales & Other Income: 5384.69 3886.98

lncrease/(decrease) in Finished good stocks: (25.39) 125.14 Net Income: 5355.78 4012.12

PBIDT 31.33 (1120.42)

Depreciation 134.90 133.97

Interest 84.86 364.46

Net Profit(-) Loss (188.43) (1618.85)

Cumulative Loss:

Balance as per last Account (11392.77) (9741.81)

Previous years Adjustment (73.02) (32.11)

Adjustment of Provision of deferred tax

Loss carried to Balance Sheet (11654.22) (11392.77)

2. PRODUCTION:

The production figures in the constituent units of the Company are given below: The Rajamudry unit production Jumped by a whooping 70.85 % during the year.

Figures in lakh sq. mtr. on 2 mm basis

Product Location 2012 2011

Sheet Glass Allahabad - 1.75

Figured & Wired Glass Rajahmundry 70.15 41.06

3. MARKETING/SALES

The volume of sales handled by the Company in different product segments is indicated as below. The sales volume at Rajamundry grew by a handsome 76.64% during the year.

Figures in lakhs Sq. Mtr. Product Quantity Sold

2012 2011

Sheet & Float Glass (2mm) Figures & Wired Glass (3mm) 69.59 39.40

In financial terms, exports during the year also grew significantly to Rs. 160.12 Lacs compared to Rs. 10.88 lacs during the previous year.

4. DIVIDEND:

Your Directors are not in a position to recommend any Dividend for the Financial Year ending March, 2012 due to accumulated losses of the company.

5. CAPITAL EXPENDITURE:

The Company did not incur any capital expenditure during the year.

6. DEBT RESTRUCTURING:

As informed earlier IDBI had sanctioned an OTS package which was valid till February 2011 and on request of the company had extended the package upto July 2011. However since the sale of Allahabad plant could not materialize. IDBI withdrew the OTS package in October 2011. The Company again approached IDBI for revival of the package by allowing extension of time upto March 2013. We are confident of getting favourable response.

As regards SBI , they had given OTS package which was valid till 30th November 2011. On expirty of the period they had indicated that the package will be withdrawn. However on follow-up with them they have extended the package upto March 2013.

As regards Canara Bank, they did not approve any of our proposals submitted by us and therefore the company has requested AAIFR to pass suitable order directing Canara Bank to fall in line with other secured creditors.

7. AUDITORS' REPORT:

As regards point No. 4 of the Auditors Report of even date, Depreciation for the Float plant has not been provided since September 2006 as the same was under closure. As regards point no. 5, as SBI has already extended their OTS proposal and SASF has in principal agreed to extend the OTS package, and since the company's Debt restructuring scheme submitted to BIFR the company has requested for waiver of interest on all institutional/Bank loans and on all others statutory dues, no interest has been provided during the year. As regards point (ix) (a) & (b) of the Annexure to the Auditors Report of even date, the company could not deposit the contributions towards Family Pension and other statutory dues due to paucity of funds and due to the Allahabad Plants remaining closed and Rajahmundry unit facing fund crunch. However the company was

Plants remaining closed and Rajahmundry unit facing fund crunch. However the company was able to settle some of the Statutory Dues during the year. It is proposed to pay all.the remaining statutory dues from the sale proceeds of Allahabad unit. As regards the disputed amounts pending before various authorities, the liability came down substantially to Rs.2234.58 lacks from Rs.4345.76 lacks with a major case being remanded back by the Central Excise Tribunal New Delhi to the Commissioner Central Excise Allahabad for reassessment. Against the remaining cases the company has filed necessary appeals before the competent authorities and the same are pending for Judgment.

8. COST REDUCTION & PRODUCTIVITY IMPROVEMENT:

Your Company has in place appropriate systems to monitor costs incurred in different areas of operation. Several initiatives have been taken to further reduce costs at all level of operation at Company's Rajahmundry Plant wherein significant savings in Manpower and energy costs have been achieved.

9. HUMAN RELATIONS:

As mentioned earlier the company has decided to settle the legitimate dues of the Allahabad plant workers to avoid any dispute with them and a number of workers have taken their full and final dues. The company would be in a position to settle the dues of all the workers once the sale of Allahabad plant is finalized. The Human relations at the company's Rajahmundry unit remained cordial.

10. DIRECTORS:

The Board of Directors at present consists of Mr.J.K.Agrawal Managing Director, Mr.A.K.Dhawan Director Finance, and three Independent Directors Dr.Kamlesh Narain Agarwala, Mr.Ashoka Kumar Rastogi and Mr.Peeyush Kumar Kesharwani.

The Company has greatly benefited from induction of these Independent Directors and with their joining the Audit Committee for the Board of Directors and the Remuneration Committee have been reconstructed and their meetings are held regularly.

11. AUDITORS:

The Auditors, Messrs Amit Ray & Co., Chartered Accountants, retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: V

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 is set out in statements hereto and form part of this report.

13. ENVIRONMENT AND SAFETY:

A lot of emphasis is placed on occupational environment health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and only those plants have been planted which make the environment clean and dust free. The Company recognizes employees' safety and is always inclined to improve on such standards.

14. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to any material departure.

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

15 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance and Management Discussion and Analysis Report are set out as separate Annexure to this Report.

Place: Allahabad On behalf of the Board

Date: The 27th October 2012

Mr.J K Agrawal Managing Director

Mr.A K Dhawan Director Finance

Dr.Kamlesh Narain Agarwala Director

Mr.Ashoka Kumar Rastogi Director

Mr.Peeyush Kumar Kesharwani Director

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Mar 31, 2010

The Directors hereby present their 39th Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

During the year under review, the Management had decided to commission the Plant No.4 and the same was ultimately commissioned on 15th August 2009 but due to high oil prices and low yield and poor realization the Plant was found unviable and ultimately it was closed down on 10th October 2009. The management after considering the market conditions and the Companys fund situation ultimately decided to sell off some of its facilities like Meerut and the Allahabad Plants to enable it to repay back the loans of the Institutions and Banks and also settle the dues of workers and other creditors. In this direction the Company was able to finalize the sale of the Meerut unit with M/s.Nipro Glass Corporation, Japan and finally the necessary agreements were entered into and all formalities completed & the unit was sold off to M/s.Nipro Glass Corporation for Rs.2000 lacs which was utilized for payment to the Institutions and Bankers against part of the OTS package sanctioned by them. The company is looking out for a suitable buyer for the Allahabad facilities so that the balance dues of the Institutions, Banks and Other Creditors can be settled once for all. and in this process Companys carry forward losses would be written off and the net worth of the Company would eventually become positive. The company would then be a debt free company and would concentrate on running the 2 plants at Rajahmundry and would go in for further expansion there. The operations of the Rajamundry and Meerut were satisfactory during the year but due to closure of the G II plant on account of repairs the turnover suffered at Rajahmundry. The production at Meerut was much lower than the previous year due to technical constraints.

As mentioned earlier the Company has approached BIFR under the provisions of SICA Act and the company has been duly registered as case no.54/2008 on 24.12.2008. Finally the company has been declared Sick vide BIFR order dt.4.3.10. The company is in the process of submitting the Draft Restructuring Proposal before BIFR for their consideration and approval

The salient features of the Companys performance in different areas during the year are given below.

1. FINANCIAL RESULTS :

2010 2009 Rs. In Rs. In Rs. In Rs. In PARAMETERS: lakhs lakhs lakhs lakhs

Income from Sales & Other Income: 3635.47 3960.38

lncrease/(decrease) in Finished good

stocks: (299.84) (442.27)

Net Income: 3335.63 3518.11

PBIDT 1045.71 (499.60)

Depreciation 148.23 224.36

Interest 3.75 1129.84

Net Profit (-) Loss 893.73 (1853.80)

Cumulative Loss:

Balance as per last Account (10402.42) (8304.34)

Previous years Adjustment (233.12) (68.58)

Adjustment of Provision of deferred tax - (175.70)

Loss carried to Balance Sheet 9741.77 10402.42

2. PRODUCTION :

The production figures in the constituent units of the Company are given below :

Figures in lakh sq. mtr. on 2 mm basis

except figured and wired glass which is on 3 mm basis and neutral glass tube is in MT

Product Location 2010 2009

Float Glass Allahabad - -

Sheet Glass Allahabad 1.75 -

Reflective Glass Allahabad - -

Figured & Wired Glass Allahabad - -

Rajahmundry 25.14 25.00

Neutral Glass Tubes Meerut 2337.94 MT 3015.89 MT

3. MARKETING/SALES

The volume of sales handled by the Company in different product segments is indicated as below.

Figures in lakhs Sq. Mtr.

Product Quantity Sold

2010 2009

Sheet & Float Glass (2mm) 1.75 -

Figures & Wired Glass (3mm) 26.01 25.27

Neutral Glass Tube (MT) 2549.17 3263.66

Reflective Glass (2MM) - -

Float Glass (2mm) - -

In financial terms, exports during the year amounted to Rs. Nil compared to Rs. Nil during the previous year.

4. DIVIDEND : -

Your Directors are not in a position to recommend any Dividend for the Financial Year ending March, 2010.

5. CAPITAL EXPENDITURE :

The Company incurred Capital Expenditure of Rs.91.01 lakhs during the year.

6. DEBT RESTRUCTURING :

With .the decision taken by the management to sell off the Meerut facilities the company approached the institutions and other consortium bankers for sanctioning OTS proposal to the company in order to settle their dues once for all. The Board is pleased to inform that IDBI (SASF) has already sanctioned a OTS package to the company vide their letter BY SASF (TGL)/3075 Dt. 10.2.10 as per which their dues have been settled at Rs.4000 lacs which is payable by 28.2.2011. The company from the sale proceeds of Meerut unit has already paid IDBI (SASF) Rs.1440 lacs and balance will be paid from the sale proceeds of the Allahabad unit. Similarly State Bank of India has in principal approved OTS package vide their letter no.SASF(TGL)/3075 dated 10.2.10 for Rs.1489 lacs out of which Rs.400 lacs has been paid and balance is payable by 31.3.2011. HSBC another consortium bank has also settled their dues for Rs.15 lacs and the same have been paid to them as a result No amount is due to them. We have approached Canara Bank also with a OTS proposal which as on date is still under their consideration. The Board is confident that with the above restructuring exercise the companys net worth will become positive and the Company would be able to wipe off its accumulated losses in the next 2 years time.

7. AUDITORSREPORT:

As regards point No. 4 of the Auditors Report of even date, Depreciation for the Float plant has not been provided since September 2006 as the same was under closure. As regards point no. (5) as already an OTS proposal, has been submitted by the Company to the Bank and it is under their consideration no interest has been provided during the year as regards point (ix) (a) & (c) of the Annexure to the Auditors Report of even date, the company could not deposit the contributions towards Family Pension and other-statutory dues due to paucity of funds due to the Allahabad Plants remaining closed and Rajahmundry unit facing fund crunch. It is proposed to pay all the statutory dues from the sale proceeds of Allahabad unit. As regards the disputed dues company has filed necessary appeals before the competent authorities and the same are pending for judgment.

8. COST REDUCTION & PRODUCTIVITY IMPROVEMENT:

Your Company has in place appropriate systems to monitor costs incurred in different areas of operations. Several initiatives have been taken to further reduce costs at all level of operation especially at the Companys Rajahmundry and Meerut Plants wherein significant savings in Manpower and energy costs have been achieved.

9. HUMAN RESOURCES:

As mentioned earlier the company has ultimately decided to settle the legimate dues of the Allahabad plant workers to avoid any further alteration with them. The Human Relations at the Companys Rajahmundry and Meerut units remained cordial.

10. DIRECTORS:

Sri GC Agarwal retires by rotation and being eligible, offers himself for reappointment. During the year no Audit Committee Meeting could be held as the minimum requirement of 3 members in the Committee could not be met. The company was able to inductan independent Director

Dr .Kamlesh Narayan Agarwala who has vast experience in the banking sector and company would definitely benefit from his expert knowledge and guidance. The company is making all efforts to induct another independent Director on the Board so that the Audit Committee can be constituted to comply with the requirements of corporate governance .

11. AUDITORS:

The Auditors, Messrs Amit Ray & Co., Chartered Accountants, retire at the forthcoming, Annual General Meeting and being eligible, offer themselves for reappointment.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of the Directors) Rules, 1988 is set out in statements hereto and form part of this report.

13. ENVIRONMENT AND SAFETY:

A lot of emphasis is placed on occupational environment health and safety of the employees of the Company. Several steps have been taken to conserve water by recycling it into useful purposes. A much greener environment has been created by using waste water and those plants have been planted which make the environment clean and dust free. The Company recognizes employees safety and is always inclined to improve on such standards.

14. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Directors hereby confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to any material departure.

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

15. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance and Management Discussion and Analysis Report are set out as separate Annexure to this Report.

INFORMATION AS PER SECTION 217(1)(e) READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31st MARCH, 2010 :

1. CONSERVATION OF ENERGY

I. Mandrel M/C Motor of 5HP to be replaced by 1.5 low rpm (950 rpm) along with timing belt and timing pulley, with this there will be saving of electricity and also improvement in tolerance of Outer dia. and Wall Thickness.

II. Installation of Oxygen Gen Set by which there will be consistent availability of good quality of Oxygen resulting into improvement in efficiency of Glazing machines by 5 to 6%. Cost wise also it would be approx 60% of existing cost of Oxygen which is being purchased from market.

III. Installed injector blower 40 HP for exhaust of flue gases, which gives the better consumption in furnace resulting fuel efficiency and saving 1% oil.

IV. Stopped using vaporizer (3.5 KWH) of LPG and start taking vapors directly from the LPG bullets together.

V. Stop continuous running of sand elevator. Due to installation of small storage bin between the conveyor and the elevator reduced the running hrs by 50%, resulted in saving of 1 KWH.

VI. Cold repair done for RFO oil saving, resulted in saving of oil from 4.2 MT to 3.7 MT i.e. 0.5 MT/Day

VII. Barrier wall putted during the cold repair further increase the efficiency of furnace and improved the quality.

VIII. Repaired old PLM epergy meter for the plant,to control the energy distribution and uses.

IX. In G-ll the gas temp control has been made by improving temperature control of leher, resulting in saving in gas consumption and better glass yield.

X. After repairing and redesigning of G-ll Furnace the gas consumption has reduced substantially.

II. TECHNOLOGY ABSORPTION:

Efforts made in technology absorption as per form B of the Annexure to the Rules. 1.Research and Development

a.) Installation of liquid oxygen bullet in place of oxygen genset, which will give consistent firing and good control of temperature, resulting LPG saving.

b.) Small mixture machine introduced in the batch for mixing of minor ingredients, which gives the good mixing of batch and better melting and reduction if unmelted stones.

c.) Introduction of graphite roller in place of asbestos/steel roller, resulted in visual quality of final product.

d.) Installed final cutting of tube by water spray system, resulted removing of chilling unit and saving of 4 KW and also the consistency of quality of cutting.

e.) Technology for re-engraving of roller for some designs developed in house leading to saving in fuel cost.

f.) Developed technology to reuse of old debituse and cost of energy has been reduced.

III. FUTURE PLAN OF ACTION FOR ENERGY CONSERVATION:

1. Updation of reversal system from relay to PLC module.

2. Installation of energy meter in colony to control electricity consumption.

3. Installation of Central AC system in place of window ACs, which are taking more energy.

4. LCD light in the offices and in corridors.

Place : Allahabad On behalf of the Board

Date: The 20th August 2010

J K Agrawal Managing Director

Dr. G C Agrawal Director

A K Dhawan Director (Finance)