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AIS_ AR_2004-05

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					Contents
Glass & AIS                                             2
Chairman’s Letter to Share Owners                       4
About Glass                                             6
About AIS                                              10
Ten Years’ Financial Snapshot                          14
Key Initiatives & Achievements                         15
Corporate Information                                  18
Fiscal 2005 - In Retrospect                            20
SBU Review                                             22
Management Discussion & Analysis                       27
Social Responsibility & Community Development          31
Human Resource Development                             34
Report of the Directors                                35
Report on Corporate Governance                         41
Auditors’ Report                                       52
Balance Sheet                                          56
Profit and Loss Account                                57
Schedules to the Accounts                              58
Cash Flow Statement                                    76
Balance Sheet Abstract                                 78
Statement Relating to Subsidiary Company               79
Auditors’ Report on Consolidated Financial Statement   80
Consolidated Balance Sheet                             81
Consolidated Profit and Loss Account                   82
Schedules to the Consolidated Accounts                 83
Consolidated Cash Flow Statement                       94
Report & Accounts of AIS Glass Solutions Ltd.
Report of the Directors                                 96
Auditors’ Report                                        98
Balance Sheet                                          101
Profit and Loss Account                                102
Schedules to the Accounts                              103
Cash Flow Statement                                    108
Balance Sheet Abstract                                 109




                                                             1
                  Glass Industry ■
Glass & AIS




                  A serendipitous discovery by Egyptian fishermen 3000 years ago, who lit a bonfire on a beach and
                  found shards of glass the next morning, has had a profound impact on society. Glass more than
                  any material evokes a bonding with our human spirit to see more. In time glass became an elusive
                  luxury. It was used by the elite and worked by craftsmen who were artists. Human history treats
                  glass as a cultural metaphor for the potent human desire to see and discover. Both outwards and
                  inwards. Our aspirations and our spiritualism. Books and myths have been built on this from
                  vanity ‘mirror, mirror on the wall’ of Sleeping Beauty to foretelling the future through a crystal ball
                  by many a hack. But as always Shakespeare catches its true essence when he says

                  “Thou art thy mother’s glass, and she in thee calls back the lovely april of her prime.”

                  Glass is about beauty, of freshness, of a promise of a better world.

                     • Science and technology has allowed glass to retain its magic but also move it into the prosaic
                       world of everyday use. It is now one of the main building blocks of our material world along
                       with steel, cement, wood, stone.

                     • With recent advances, its perceived weaknesses of fragility, energy wastage, noise and lack
                       of safety have been overcome and it is rapidly substituting other building materials. No
                       modern city today does not boast a towering glass skyline, no modern home/office is not a
                       showroom for the versatility of glass in its use as windows, doors, furniture, mirrors, shelving,
                       basins, shower cubicles, TV’s etc. No modern automobile does not use even more glass rich
                       with advanced features of structural strength, heat reflection and absorption, enhanced
                       safety, sleeker design, lower drag coefficients and some with rain repellants, heads up
                       display, etc.

                     • Infact it is fair to say glass has permeated every aspect of modern life; is a sine qua non of
                       our world.

                     • In India too the last 5 years have seen a resurgence of glass usage. At the basic level growth
                       has been 9% p.a., with the last 2 years averaging 12% p.a. In auto, mirror and other
                       downstream usages the story is even better.

                  Our Vision ■

                  But we at Asahi India (AIS) feel this is the proverbial tip of the iceberg. Despite this growth our per
                  capita consumption at 0.60 kg/person is abysmal. Forget developed countries which average
                  15 Kg, even compared to developing countries like China (3.5 Kg) Thailand (5 Kg) we come out even
                  worse than proxy comparisons like steel, cement. At 4% value addition of glass, the enormous
                  potential becomes visible.

                  Our vision is to be India’s leading integrated glass player. We already are the largest, most profitable
                  glass company. But the integrated part needs to be strengthened.




              2
Our Position & New Activities ■

The areas we are addressing now :
   • To provide value added products and services to the market.
   • To provide glass in all its forms. To provide features in our products which give all the benefits
     of glass and remove its drawbacks of safety, security, energy loss and noise insulation. To
     use technology and market innovation to get people to use more glass in ways they want to
     but don’t know they can. To be recognized as thought and product leaders – the experts in
     glass.
   • We did a 100 pilot projects in offices, homes, shops and factories and not in one case did
     the customer settle for plain glass. She wanted more. We now want to institutionalize this
     initiative.
   • AIS Glass Solutions is the company which will make available these user friendly products
     and services to the market place of architects, builders, homeowners, shops and offices.

New Brand ■
All AIS activities have been consolidated under a single umbrella brand “AIS”. This brand stands
for Asahi India Solutions and covers our activities in basic glass, tinted, reflective, mirror, auto
and now a feast of new products and services. It is the symbol of our vision to be an integrated
player who intends to revolutionize the use of glass in the market by using innovation, technology,
our time tested manufacturing excellence, to allow our customers to “See More” on their terms.
AIS now adds innovations and originality through a host of new products and services.
Our future will include, and improve our legacy of
   - supplying over 27,000 pieces of high precision auto glasses a day to factories, depots and
     shops across the country.
   - supplying clear, tinted, reflective, mirror glasses across the country.
In your homes, shops and offices help you use glass to see more yet prevent noise and energy loss
in a safe and secure environment - tempered glass, burglar proof glass, insulating glass, glass
shower cubicles, energy efficient glass are a few examples of customer friendly products being
introduced.
AIS is our promise for innovations; our commitment to help you use glass to view this beautiful
natural world without sacrificing your comfort and safety.
“See More” and “Do More” with glass and with AIS.




                                                                                                          3
                                        Dear Share Owners,
Chairman’s letter to Share Owners




                                        I am happy to inform you that your Company
                                        continued to gain momentum in the year
                                        gone by. During fiscal 2005, your Company
                                        recorded a net sale of Rs. 60414 lakhs and a
                                        net profit of Rs. 7820 lakhs as against Rs.
                                        51271 lakhs and Rs. 7175 lakhs respectively
                                        in the year before. Net sales and net profit
                                        were up by 18% and 9% respectively.
                                        Underlying performance continued to be
                                        strong and robust, and on expected lines.

                                        Your Company maintained its position as the
                                        largest glass Company in India. The Company
                                        maintained its leadership status in the auto
                                        glass business, with a market share of over
                                        85% in the Indian passenger cars market,
                                        and a premier position in the architectural
                                        glass market, with over 25 % share in the
                                        float glass market.

                                        We made significant progress in fiscal 2005
                                        in extending our value chain presence both
                                        in the automotive glass and the architectural
                                        glass segments. Your Company, with a crisp
                                        new identity – AIS – embarked upon major
                                        expansion plans for this purpose.

                                        Your Company is making its biggest ever
                                        investment and is setting up an Integrated
                                        Glass Plant in Roorkee in the State of
                                        Uttaranchal at an estimated cost of Rs. 600
                                        crores. This plant will be the single largest
                                        integrated glass plant in India, and will have
                                        manufacturing facilities for value-added glass
                                        and glass products, including reflective glass,
                                        mirrors, automotive safety glass, processed
                                        glass and float glass. The Integrated Glass
                                        Plant is likely to be completed and
                                        commissioned by the end of 2006.




                                    4
AIS Glass Solutions came into existence as       We are being helped by a strong economy, a
a subsidiary of your Company and                 resurgent automotive and housing industry,
commenced commercial operations in fiscal        and overall a very good economic
2005. AIS Glass Solutions is the front end of    environment. The outlook in the current fiscal
our presence in the architectural glass value    looks good.
chain, with a focus on architectural glass
processing and glass products, product           There are exciting and challenging
development, knowledge development and           opportunities in store for AIS. It will be our
glass services - to promote greater use of       responsibility to ensure that we take
value-added glass.                               advantage of the economic environment to
                                                 further fuel growth and create value for all
On the automotive side, your Company             our stakeholders. I am confident about the
completed its scheduled expansion and            capabilities and the future prospects of AIS.
commenced commercial production at its
Automotive Glass Plant in Chennai effective      Before I conclude, I would like to thank
from 1 st January, 2005. Besides, we             you, our shareholders, for your continued
augmented capacity for laminated windshield      support and confidence in AIS. I would also
and tempered glass at the Automotive Glass       like to thank our customers, collaborators,
Plant in Rewari mainly by debottlenecking        suppliers, the AIS management team and
existing capacities and installing some          the dedicated employees for their
additional equipment.                            contribution and support.

We are now better positioned to meet growing
                                                                                 B. M. Labroo
market requirements, increase market share
                                                                                    Chairman
and grow profitably.

We are at a cross road again. We are convinced
AIS needs to transform itself once again. It
needs to move from being a manufacturer of
world class products to a solutions provider;
to move up the exciting value chain of glass -
providing design, products and services to
make glass more versatile, more user friendly.
We have ambitious plans for each of our
business areas and are taking aggressive
steps to get there. In doing so, we are
confident of further enhancing shareholder
value, by improving overall profitability and
reducing our business risks.




                                                                                                  5
                  Imagine for a few seconds that glass had never been           other products. Depending on the end use, the
About Glass




                  discovered. Now close your eyes and think about your          composition of the glass and the rate at which it is
                  home. Do you see that bricks have taken up the spaces         allowed to cool will vary, as these two factors are
                  where the windows were? You are living within four walls      crucial in obtaining the properties the glassmaker is
                  and your contact with the world immediately outside your      seeking to achieve.
                  house has been lost. In the shopping malls there are no
                  display windows. The glass façade of your office building
                  has been replaced by marble. Once inside a concrete           Glass Forming Process ■
                  structure you can’t see the trees, birds, sky or roads.       Glass is fluid at high temperature and its fluidity
                  Suddenly your world has become very limited and               decreases as the temperature is reduced. Unlike water,
                  confined.                                                     glass has no specific melting or freezing point but is
                  Our life just would not be possible without glass.            gradually changed from a solid to a liquid as the
                  Glass provides us the ability to “See More” and               temperature is increased. It is this property of ‘variable
                  participate with the outside world on our own terms.          viscosity’, which is used in forming a mass of glass into
                  Glass is fast replacing other building materials – not        articles of beauty or utility.
                  only in glazing, but also inside the building in form of
                  shelves, partitions, table-tops, shower enclosures,
                  and many more.                                                Flat glass – Uses & Applications ■
                                                                                The main flat glass products are for high quality glazing
                  But what is this amazing substance, where does it come        in homes, offices, hotels, shops, vehicles public
                  from and how is it made?                                      buildings and glass for horticulture; wired glasses for
                                                                                fire resistance; patterned glass for privacy and
                                                                                decoration; and a wide range of glass for environmental
                  What is glass ■
                                                                                control and energy conservation.
                  Glass is a combination of sand and other minerals that
                  are melted together at very high temperatures to form a       Other uses for flat glass include toughened glass doors,
                  material that is ideal for a wide range of uses from          suspended window assemblies, cladding for the exterior
                  packaging and construction to fibre optics.                   of buildings, mirrors and low-reflection glass for pictures
                                                                                and instrument dials. The two manufacturing processes
                  Today man has mastered the glass-making process and           for producing flat glass are the float glass process and
                  can make many different types of glass in infinitely varied   rolled glass process. At AIS, we are making flat glass by
                  colours formed into a wide range of products.                 float process.
                  Glass, chemically, is actually more like a liquid, but at
                  room temperature it is so viscous or ‘sticky’ it looks and
                  feels like a solid. At higher temperatures glass gradually
                                                                                Making Flat glass by Float Process ■
                  becomes softer and more like a liquid. It is this latter      The float process makes flat glass. This process allows
                  property which allows glass to be poured, blown,              the manufacture of clear, tinted and coated glass for
                  pressed and moulded into such a variety of shapes.            buildings, and clear and tinted glass for vehicles.

                                                                                There are around 260 float plants worldwide with a
                  How glass is made ■                                           combined output of about 800,000 tonnes of glass per
                                                                                week. A float plant, which operates non-stop for between
                  Glass is made by melting together several minerals at
                                                                                11-15 years, makes around 6000 kilometres of glass a
                  very high temperatures. Silica in the form of sand is the
                                                                                year in thicknesses of 0.4 mm to 25 mm and in widths
                  main ingredient and this is combined with soda ash and
                                                                                up to 3 metres.
                  limestone and melted in a furnace at temperatures of
                  1500 - 1700oC. Other materials can be added to produce        A float line can be nearly half a kilometer long. Raw
                  different colours or properties.Glass can also be coated,     materials enter at one end. From the other end, plates
                  heat-treated, engraved or decorated.                          of glass emerge, cut precisely to specification, at rates
                  Whilst still molten, glass can be manipulated to form         as high as 6,000 tonnes a week. In between lie five
                  packaging, car windscreens, glazing or numerous               highly integrated stages :




              6
Stage 1 : Melting & refining                                      Stage 4 : Inspection
Fine-grained ingredients closely controlled for quality,          The float process is renowned for making perfectly flat,
are mixed to make a batch, which flows into the furnace           flaw-free glass. But to ensure the highest quality,
which is heated to 1500oC. The Melting process is key             inspection takes place at every stage. Occasionally a
to glass quality; and compositions can be modified to             bubble is not removed during refining, a sand grain
change the properties of the finished product.                    refuses to melt, a tremor in the tin puts ripples into the
                                                                  glass ribbon. On-line inspection does two things. It
Stage 2 : Float bath                                              reveals process faults upstream that can be corrected.
Glass from the melter flows gently over a refractory spout        And it enables computers downstream to steer cutters
on to the mirror-like surface of molten tin, starting at 1100oC   round flaws. Inspection technology now allows more
and leaving the float bath as a solid ribbon at 600oC.            than 100 million measurements a second to be made
                                                                  across the ribbon, locating flaws the unaided eye would
Stage 3 : Annealing                                               be unable to see.
Despite the tranquility with which float glass is formed,
considerable stresses are developed in the ribbon as it           Stage 5 : Cutting to order / size
cools. Too much stress and glass will break beneath               Diamond wheels trim off selvedge – stressed edges –
the cutter. To relieve these stresses the ribbon                  and cut the ribbon to size. Float glass is sold by the
undergoes heat-treatment in a long furnace known as a             square metre. Automated systems translate customers’
lehr. Temperatures are closely controlled both along and          requirements into patterns of cuts designed to minimize
across the ribbon.                                                wastages




                                                                                                                               7
    Perceived drawbacks of glass ■
    While glass offers superior aesthetic looks and flexibility
    in its use and applications, there are also a few perceived
    drawbacks of energy loss & wastage, safety, security,
    and noise insulation. However, with recent advances,
    these weakness of glass have been overcome.

    Energy loss & wastage
    “Is glass a good insulator ?” The clear answer is No!
    But it could be. There are various choices available to
    the informed buyer to save on energy costs and get all
    the aesthetic and psychological benefits of glass.
    Coated and tinted glass products and insulating glazing
    units can be used to control the flow of energy into and
    out of a building.
    In a hot environment like India, solar control glass can
    be used to dramatically reduce the effect of the sun’s
    heat, minimizing the need for air-conditioning. Solar
    control glass, usually either body tinted (absorbing) or
    coated (reflecting), is used to reduce unwanted solar
    radiant light and heat energy transmitted through glass.
    Similarly, in colder environments, low emissivity (low-e)
    glass can be used which reflects heat back into the
    building, thereby minimizing the need for heating.

    Safety & Security
    A commonly perceived notion is that glass compromises
    safety and security. However, continuous research and
    technological advances have made glass safer and
    stronger than it ever was.
    Solutions like tempered safety glass and laminated
    safety glass are being widely used for the purpose of
    accidental protection. This ensures that glass does not
    shatter when hit by a cricket ball or even during natural
    calamities like earthquakes.
                                                                  incorporates a special acoustic PVB interlayer, which
    Glass can now protect your home and office from threat        absorbs some of the incident sound energy, reducing
    from burglars. A panel of multi-layered glasses or            its passage. This acoustic PVB interlayer can be also
    specially made thick glass can offer even higher levels       utilized to reduce the noise level experienced in cars.
    of protection from bullets to blasts to burglary.
                                                                  Better sound insulation is also achieved with double-
                                                                  glazed glass. Vacuum-sealed inner spaces, special
    Noise control                                                 selection of glass types, and some gases affect sound
    In humans, hearing takes place whenever vibrations of         insulation and provide acoustic stability.
    frequencies from 15 hertz to about 20,000 hertz reach
    the inner ear. The need to restrict sound arriving from       Glass-Value Addition and Processing ■
    the external environment means that glass should be
    able to shield and insulate while satisfying more
    sophisticated design standards. The most common               Value Addition ■
    types of glass used in noise control are laminated and        Flat glass can be value added into reflective glass and
    insulating glass (double glazed). Laminated glass             mirror through coating process.




8
Reflective Coating                                              (PVB) in between. Depending on the lamination process,
                                                                laminated glass provides the best protection against
Coatings that make profound changes in optical
                                                                injury as the glass pieces “stick” to the PVB upon
properties can be applied by advanced high temperature
                                                                breakage.
technology to the cooling ribbon of glass. On-line
chemical vapour deposition (CVD) of coatings is the most        Laminated glass through PVB provides many other
significant advance in the float process since it was           benefits like penetration resistance against burglars,
invented. CVD can be used to lay down a variety of              bullets, etc., insulation against external sounds,
coatings, less than a micron thick, to reflect visible and      protection from sun’s UV rays, that causes fading of
infrared wavelengths, for instance.                             interiors and solar and heat control when used with solar
                                                                control glasses or specialised PVB.
Mirroring
Traditionally, mirror manufacturing included applying a         Insulation
silver coating on the glass and the silver layer was            With the advent of modern buildings, insulated glass
protected by a copper layer to prevent oxidization. The         unit (IGU) is fast gaining popularity in India.
modern mirror technology has eliminated the copper layer
                                                                In the most basic forms, IGUs are two-panes of glass
and instead introduced a chemical activation process
                                                                that are seperated by very dry air. Various items are used
before silvering and a chemical passivation process after
                                                                to achieve this. The most important is the drying agent
silvering. This process is considered as the state-of-the-
                                                                or the desiccant. This is usually in between the spacer
art in mirror manufacturing to make copper and lead-free
                                                                that is usually made of aluminium. The two-panes of
environment friendly, corrosion resistant mirror.
                                                                glasses are then hermatically sealed to ensure proper
Mirror has corrosion resistant properties with a longer         seal.
life and is ideal for hot and humid environment. Mirror
                                                                IGUs in combination with reflective, tinted glasses
is highly reflective and reflects true image with virtually
                                                                provide excellent solar and heat control combinations.
no distortion. Mirror has many applications in furniture,
                                                                Besides, insulated glass provides better acoustic
fixtures, decoration, display etc.
                                                                insulation, particularly in a very small frequency range.
Processing ■
Processing of glass involves further treatment of glass after
manufacture. Processing involves toughening (tempering),
laminating or insulating the glass to address and remove
the perceived drawbacks of glass concerning safety,
security, noise insulation and energy loss.

Tempering / Toughening
Fundamentally, tempered glass is recognised by its
properties of strengh and safety.
Tempering glass is a simple process, but requires careful
process control. Glass is mainly heated to a temperature
of 630oC to 650oC in a furnace and then snap cooled to
room temperature with the help of air blowers. Tempered
glass attain its strength and safety characteristics from
the compressive and tensile stress buildup inside the
glass due to snap cooling.
Tempering makes glass 4-5 times stronger than
annealed (raw) glass of same thickness. Tempered glass
can resist thermal stresses as edge strength is higher.
It breaks into small blunt pieces providing safety.

Lamination
Laminated glass is a sandwich of two sheets of glass
with a special plastic interlayer like the poly-vinyl-butryl




                                                                                                                             9
                 VISION ■




     About AIS
                 To be India’s leading integrated glass
                 Company.

                 MISSION ■

                 To be a globally competitive organisation
                 providing VALUE to its Stakeholders –
                 including its Customers, Shareholders,
                 Employees and Society at large through the
                 DEVELOPMENT and delivery of products and
                 services of internationally comparable
                 QUALITY at globally competitive COSTS,
                 DELIVERED at optimal schedules.

                 QUALITY POLICY ■

                 To provide Stakeholder satisfaction through
                 QCDV. The Customers, Shareholders,
                 Suppliers, Employees and Society are the
                 Stakeholders of our Company. We are
                 committed to their satisfaction. We must
                 provide VALUE in our activities through
                 world class QUALITY, COST competitiveness
                 and on time DELIVERY. We must achieve QCD
                 through team work, discipline, respect for
                 humanity, respect for environment and by
                 strict adherence to procedures and systems,
                 We must constantly upgrade our QCD targets
                 through, KAIZEN and KAIRYO.




10
AIS today is the largest glass company in India,              It is supported by a state-of-the-art automotive glass
manufacturing a wide range of international quality float     manufacturing facilities, with a total production capacity
glass, automotive safety glass and architectural              of 1.5 million car sets located at its plant in Rewari
processed glass.                                              (Haryana). The second plant, which commenced
                                                              commercial production in January, 2005, is located at
AIS is in the process of transforming itself from being a     Irungattukottai near Chennai. In Phase 1, only laminated
manufacturer of world- class products to a solutions          safety glassplant has been established with a capacity
provider. AIS is now moving up the exciting value chain       of 500,000 laminated windshields. Once fully set up,
of glass by providing design, products and services that      the new facility in Chennai will have a total capacity of
make glass more versatile, more user friendly.                1.50 million laminated windshields and 1.0 million
                                                              tempered car sets by fiscal 2008.
Shareholders ■                                                AIS (Auto) also completed scheduled expansion and
                                                              commenced commercial production at the Architectural
AIS is a widely held public limited company, with a           Processing Unit at Taloja (Mumbai) in fiscal 2005. Two
shareholding base of over 67,000 equity shareholders.         more Architectural Processing Units are being set up at
The equity shares of AIS are listed on the Mumbai Stock       the Chennai Plant and the Rewari Plant in fiscal 2006.
Exchange and the National Stock Exchange.

AIS is jointly promoted by Labroo family, Asahi Glass         Float Glass Unit ■
Co. Ltd., Japan and Maruti Udyog Ltd. Promoters hold
55.6 % of paid up equity capital of AIS, with remaining       AIS (Float) is a leading manufacturer of international
44.4 % held by public at large.                               quality float glass and is the third largest float glass
                                                              manufacturer in the country with 25 % share in the float
                                                              glass market.
Strategic Business Units ■
                                                              It has a state-of-the-art float glass manufacturing plant
AIS has the following three operating business units :        with a total production capacity of 500 MT / day at Taloja
                                                              near Mumbai.
•   Automotive Glass Unit – AIS (Auto)
                                                              AIS is in the process of setting up another float glass
•   Float Glass Unit – AIS (Float)                            unit with a total production capacity of 700 MT / day at
•   AIS Glass Solutions Ltd. – AIS (Glass Solutions)          its Integrated Glass Plant at Roorkee in the State of
                                                              Uttaranchal which will be completed and commissioned
                                                              by end of year 2006.
Automotive Glass Unit ■
                                                              This plant, which will be the single largest integrated
AIS (Auto) is India’s largest manufacturer of world class     glass plant in India, will also have manufacturing
automotive safety glass and is, in fact, one of the largest   facilities for value-added glass and glass products,
in the field in Asia. It meets over 85% automotive glass      including reflective glass, mirrors, automotive safety
requirement of the Indian passenger car industry.             glass, processed glass.




                                                                                                                           11
     AIS Glass Solutions Unit ■                                  •   Establish dominant presence through the value
                                                                     chain, including through processed glass as well as
     AIS (Glass Solutions), an innovation in value addition,         down stream through Glass Services to provide a one
     has been set up as a separate subsidiary of AIS, with           stop shop to consumers.
     the following long-term objectives:
                                                                 •   Make AIS the No. 1 glass brand in India.
     •   Captively consume float glass for architectural
         processing and glass products                           AIS (Glass Solutions) has taken steps to start a process
                                                                 that systemically disseminates knowledge and
     •   Raise glass consumption in the country from the         information (internal and external) to augment glass
         current level of 0.60 kg per capita by introducing      usage in India, which though growing at a rapid pace, is
         innovative product lines, including:                    even less than Bangladesh’s per capita consumption.
                                                                 AIS (Glass Solutions) has started setting up a customer-
         -   A line of bath enclosures.                          oriented, effective and efficient supply chain to ensure
         -   Standard line of glass shelving.                    availability of right glass products to the customers at
                                                                 the shortest possible time. These initiatives should help
         -   Line of specialty laminated glass called            people use glass better and in the process use more of
             “Frontage” for burglar-resistance, energy saving    it.
             and sound proofing applications.
                                                                 AIS (Glass Solutions) has commenced supplies of the
         -   A line of manufactured windows.                     complete range of high quality architectural processed
                                                                 glass, which currently comprises of Stronglas™,
                                                                 Laminated Glass and Insulated Glass Units.




     Capturing Value Chain Presence
     AIS’s strategy is to capture the front end of the glass value chain. The aim is to capture profitable markets at the
     value-added end of the glass value chain. This strategy is crucial in ensuring enlarged in-house glass consumption
     so that in the event of a slow down beyond anticipation, or prices at the commodity end of the business being lower
     than expected – AIS would have greater leverage to consume its own glass and provide value-added products – both
     in the automotive as well as architectural markets – which are less prone to demand and price fluctuations.




12
Automotive Glass Value Chain ■
A key area of strategic initiative has been AIS’s focus on building direct sales in the after market, to de-risk sales.
Because of the initiatives taken, after market sales have grown at over 20% per annum over the last five years.

Our automotive glass business now encompasses:




                                   Automotive Glass Value Chain

  Automotive Glass                     Auto Glass                         Glass Sealants             Auto Glass Retail &
    Manufacture                        Distribution                        & Adhesives                  Replacement


                                        50% ownership                        50% ownership
                                       in one of our two                       in a venture
                                            national                        which distributes
                                          distributors                     Betaseal products.




Architectural Glass Value Chain ■
AIS is in the process of establishing a meaningful presence in the architectural glass value chain which comprises
of the following business area:



                                  Architectural Glass Value Chain

  Float Glass          Value Added Products          Processing & Products
  manufacture          : Reflective                  : Laminated
                       : Mirror                      : Tempered                            Fabrication       Installation
                                                     : Insulated Glass
                                                     : Product Lines

                             To be set up             The execution is well under                          Design & Retail
                             as part of the          way, with the first plant having
                            IGP in Roorkee                started production.




                                                                                                                             13
Ten Years’ Financial Snapshot




                                     (Amount in Rs. Lakhs)                    1995-96 1996-97 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05
                                     Gross Sales                                 9167   14697   14450   15448   22004  22386    23317   48988   58842   69153
                                     Other Income                                  60        88     215    186     200      211     171    578     1485    741
                                     Total Income                                9227   14786   14665   15634   22203   22597   23488   49566   60327   69893
                                     Operating Profit (PBDIT + Misc exp W/off) 1643       2824   2945    2850    4006    3984     4137   8980    12235  12886
                                     Interest                                     627      990     966     934     755     582     485     787      242    316
                                     Gross Profit                                1016     1834    1979    1916    3251   3402     3652    8194   11992  12570
                                     Depreciation                                 601      1147   1535   1366     1606    1927    1744    4385    5006    4032
                                     Profit Before Tax                            370       625    300     335    1393   1296     1726    3763    7823    8526
                                     Tax                                            0        81      35     90     460     500     540       48     595    670
                                     Profit After Tax                             370       544    265     245     933     796    1186    3715    7228    7856
                                     Paid-up Equity Capital                       185       185    370     370     370     370     740     800      800    800
                                     Reserve & Surplus                           1279      1721   1690    1833    2561    3133    3262    7109  12207   16757
                                     Shareholders’ Fund                          1464     1906   2060    2203     2931   3503     4002   7908   13007   17556
                                     Loans
                                     - Interest-free sales tax loan                65       448    957    1471   2052    2493     2568    2482     2431   2347
                                     - Interest-free foreign currency loan          0         0       0      0       0        0       0 22681   20881   20881
                                     - Interest-bearing loan                     7149     8035    7353   6473    4983    6332     9199    8536     3731 21278
                                     Capital employed                            8370   10053     9713    9357    9316  10138    13273   41315  39609 46069
                                     Net Fixed Assets                            4434     6178    5775   5303     7165    9153    8932  33608   30424   48053
                                     Net Current Assets                          3986    3806    3865     4127   2300    2863     5828   8862   10718   14008
                                     Earning per share                          19.98   29.42      7.16   6.63   25.22   21.51   16.03     4.71    8.91   9.73
                                     Cash Earning per share                     54.94    99.16   53.50   51.79   75.43  78.46    42.05   10.69    15.34  14.78
                                     Dividend Pay out (%)                       19.02    16.99   38.12   41.83  22.00    28.15   34.21   35.92   28.47   28.95
                                     PBDIT/Average Capital Employed (%)         25.84   30.65   29.80   29.90    42.91  40.96    35.34   21.63   30.24   28.70
                                     ROACE (%)                                  15.67    17.53   12.81   13.31   23.01   19.31   18.89   10.96   19.93   19.69
                                     (PBIT /Average Capital Employed)
                                     ROANW (%)                                  28.21   32.30    13.36   11.51   45.91  27.78    33.65   51.33   69.34   50.99
                                     (PAT /Average Net Worth)

                                                                           Sales (Rs. Lakhs)                                                                           Operating Profit (Rs. Lakhs)
                                                 80000                                                                                                 14000
                                                                                                                                                                                                                                       12886
                                                                                                                                 69153                                                                                         12235
                                                 70000                                                                                                 12000
                                                 60000                                                                   58842
                                                                                                                                                       10000                                                            8980
                                                 50000                                                         48988
                                                                                                                                                       8000
                                                 40000
                                                                                                                                                       6000
                                                 30000                                  22004 22386                                                                                                             4137
                                                                                                               23317                                                                            4006 3984
                                                                                                                                                        4000
                                                 20000            14697 14450 15448                                                                                     2824 2945 2850
                                                          9167
                                                 10000                                                                                                  2000 1643

                                                      0 1995-96 1996-97 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05                    0
                                                                                                                                                               1995-96 1996-97 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05


                                                      Return on Average Capital Employed (%)                                                                                  Dividend pay out (%)
                                                                                                                                                      50.00
                                                    25                                   23.01
                                                                                                                                                                                       41.83
                                                                                                 19.31 18.89               19.93 19.69                40.00                    38.12
                                                    20                                                                                                                                                                 35.92
                                                                  17.53                                                                                                                                        34.21
                                                          15.67
                                                                                                                                                      30.00                                            28.15                   28.47 28.95
                                                    15                    12.81 13.31
                                                                                                                                                                                               22.00
                                                %




                                                                                                                 10.96
                                                    10                                                                                                20.00 19.02 16.99


                                                     5                                                                                                10.00


                                                     0 1995-96 1996-97 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05                 0.00
                                                                                                                                                               1995-96 1996-97 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05


                                     • Previous period figures have been regrouped/rearranged, wherever required.                         • Earnings taken on expanded equity capital, post bonus and merger.
                                     • Capital employed exclusive of capital WIP and misc. exp. not written off.                          • Face value of equity shares taken at Re. 1 each from FY 02-03 onwards.
                                     • Profitability figures inclusive of exchange rate gain.




                                14
                                 In its pursuit of being India’s leading integrated glass




Key Initiatives & Achievements
                                 Company, AIS has taken certain key initiatives since its
                                 inception in 1987, making it India’s largest glass
                                 company.


                                 Value-creating growth - Creating shareholder
                                 value ■

                                 •   AIS’s growth plans are designed to create a
                                     stronger company and enhance shareholder value.
                                     Example:

                                     -   As on 31st March, 2005, Re. 1 invested in AIS in
                                         1987 was worth Rs. 660 – a capital appreciation
                                         of 50 % per annum, which is amongst the best
                                         performances in listed companies in India.

                                     -   A holding of 100 equity shares of a face value of
                                         Rs.10 each had grown into a holding of 4000
                                         shares of a face value of Re. 1 each through bonus
                                         issues and a sub- division in the face value of
                                         the Company’s equity shares. The number will
                                         get doubled to 8000 shares, post allotment of
                                         another issue of bonus shares to be approved
                                         by the shareholders at the forthcoming annual
                                         general meeting.

                                 •   AIS has been guided by the financial goal of
                                     generating free cash flows from operations to earn a
                                     rate of return on capital employed (ROCE) of 40% and
                                     to pay out 25% of profits as dividends.


                                 Business de-risking ■

                                 •   AIS’s transition from an automotive glass
                                     manufacturer supplying a single customer to
                                     becoming India’s largest glass company is reflective
                                     of its de-risking strategy. This has helped AIS

                                     -   Improve competitive advantage

                                     -   Expand business platform

                                     -   Reduce business risk

                                     -   Enhance strategic position

                                 •   AIS’s growth strategy is aimed at realizing the vision
                                     of becoming India’s leading integrated glass
                                     company, with a meaningful presence in every part
                                     of the automotive and architectural glass businesses
                                     leading to the eventual effective capture of value
                                     across the complete chain.




                                                                                              15
     Quest for Excellence ■

     •   AIS has been benchmarking its operational
         performance to global levels and set out targets as
         milestones to achieve these levels. These targets are
         being challenged constantly.

     •   As a result, shop floor performance in AIS is in line
         with the best in class benchmarks.

     Pioneering initiatives in India ■

     •   AIS is credited with the following initiatives in India:

         -   First to introduce laminated safety glass
         -   First to manufacture printed glass
         -   First to introduce modular assembly window
         -   First to make complex shaped glass
         -   First to introduce tinted float glass

     Value through world-class quality ■

     •   AIS is the first Indian glass company to be credited
         with :
         -   ISO 9002, QS 9000 and TS 16949 certifications
             for the production and servicing of automotive
             safety glass.
         -   ECE’s ‘E Mark’ and US Department of
             Transportation’s approval for its range of
             automotive safety glass.

     •   AIS has been following holistic systems-centric
         quality discipline. All the improvements and efforts
         at raising efficiency over the last eight years have
         been carried out under the umbrella of TQM – which
         has been spread through all processes in the
         company.

     Strong Market Position ■

     •   AIS (Auto) is the sole glass supplier to almost the
         entire Indian passenger car industry, with current
         market share of over 85 % of automotive glass sales
         to OEMs. Building presence in the after market has
         been a key element of the strategy to diversify sales.
         AIS currently enjoys a market share of 55% in the
         after market in terms of value.

     •   Sales of automotive safety glass are made directly
         to OEM customers and through two nation-wide




16
    distributors, with 30 depots, to the direct after
    market, covering the length and breadth of the
    country.

•   AIS (Float) enjoys a market share of approximately
    25 % of the Indian float glass market.

•   Sales of float glass are made through a network of
    over 404 authorized stockists into the retail market
    spread across the country and serviced through its
    zonal offices.


Well Balanced Product Portfolio ■

•   AIS (Auto) has the ability to address customer
    requirements of the full range of technologically
    advanced products in the automotive safety glass
    field.

•   Present product range includes laminated
    windshields, tempered glass for side and back lites,
    zone tempered glass for windshields, silver printed
    defogger glass, black ceramic printed flush fitting
    glass and PVC-encapsulated fixed glass.

•   AIS (Float) offers a diversified product range of
    international quality float glass of thickness of 2mm
    – 12mm, in different shades and tints of clear, green,
    grey and bronze and in varying sizes.

•   Product portfolio of AIS (Float) now includes
    international quality heat-reflective glass and
    world’s finest quality copper free and corrosion
    resistant MNG mirrors.


Technology Development ■

•   A key strategic initiative at AIS (Auto) has been in
    the area of building “relevant” self sufficiency in
    technology. We are fully equipped with CMM, CAD
    and a CNC Milling station, which provides self
    sufficiency in the area of product development. We
    have, however, gone beyond this into the area of
    developing and building glass processing
    equipment.

•   AIS (Auto) has complete facilities to develop
    automotive glass from concept stage, starting with
    the drawing and CAD data of the vehicle
    manufacturer. Besides, manufacturing tooling and
    inspection fixtures are being developed and
    fabricated in house, with a few exceptions.




                                                             17
                             Board of Directors                         Committee of Directors                                  Management Team
Corporate Information




                             B. M. Labroo                               Audit Committee                                         AIS (Corporate)
                             Chairman
                                                                        S. Kapur                 J. Khattar                     S. Labroo
                             S. Labroo                                  Chairman                 Member                         Managing Director & Chief Executive Officer
                             Managing Director &                                                                                K. Miyazawa
                             Chief Executive Officer                    G. Thapar                                               Technical Director

                             K. Miyazawa                                Member                                                  P. L. Safaya
                                                                                                                                Director & Chief Operating Officer (Float)
                             Technical Director                                                                                 Corporate Head - HR, Administration, Development
                             S. Kapur                                   Remuneration Committee                                  A. Singh
                             Director                                                                                           Director & Chief Operating Officer (Auto)
                                                                        G. Thapar                S. Kapur                       Corporate Head - Planning & IT
                             J. Khattar                                 Chairman                 Member                         K. Narayan
                             Director                                                                                           Director & Chief Operating Officer (Glass Solutions)
                             P. Kirschen                                B. M. Labroo             K. Miyazawa
                                                                                                                                H. D. Daftary
                                                                        Member                   Member
                             Director                                                                                           Corporate Head - Finance/Chief Financial Officer

                             G. Thapar                                                                                          S. Ganjoo
                             Director                                   Shareholders’/Investors’ Grievance                      Jt. Corporate Head - Development

                                                                        Committee                                               V. Khanna
                             P. L. Safaya                                                                                       Corporate Head - Supply Chain Management
                             Director & Chief Operating                 B. M. Labroo             S. Labroo                      R. Mukhija
                             Officer (Float)
                                                                        Chairman                 Member                         Corporate Head - Legal, Investor Relations, Audit
                                                                                                                                Company Secretary
                             A. Singh
                             Director & Chief Operating                 A. Singh                                                R. Shelly
                             Officer (Auto)                             Member                                                  Jt. Corporate Head - Development



                             Management Team – SBUs
                                                                                                Sanjay Labroo
                                                                             Managing Director & Chief Executive Officer
                                                                                                                                             K. Miyazawa
                                                                                                                                             Technical Director

                                               AIS (Auto)                                          AIS (Float)                                   AIS (Glass Solutions)
                              Arvind Singh          Director & C.O.O.            P. L. Safaya              Director & C.O.O.           K. Narayan                  Director & C.O.O.
                              Anil Ahuja            Head - Production            O. Capore                 Head-Sales &                Sudip Chakravarti           Zonal Head - North
                              Vijay Arora           Head - Electrical                                      Marketing                                               & East Zone
                              Mirza Asif Beg        Head - Quality               A. K. Chakraborty         Head -Quality
                                                                                                           Assurance                   Tarun Hingorani             Zonal Head - West
                                                    Assurance                                                                                                      Zone
                              H. Itoh               Technical Advisor            V. K. Chamola             Head - Finance &
                                                                                                           Accounts                    Amit Jain                   Manager - Finance
                              B.S. Kanwar           V.P. - Plant
                                                                                                                                                                   & Accounts
                              Farhiz Karanjawala    Head - Information           H. D. Daftary             Executive Director
                                                    Systems                                                (S&M / F&A)                 B. S. Rawat                 Manager - CSD
                              Vikram Khanna         V.P. - Commercial            H. L. Jain                Head - Silica Sand
                                                                                                                                       Raj Singh Rawat             Manager -
                                                                                                           Processing Plant
                              R. Krishnan           Plant Head - Chennai                                                                                           Dispatches &
                                                                                 Ashishkumar G. Joshi      Head - HR &                                             Logistics
                              Ashok Kumar           Head - Finance &
                                                                                                           Administration
                                                    Accounts                                                                           Sukhdev Singh Rawat Zonal Head - South
                                                                                 Satish Kumar              Head - Production
                              M. Kumar              Head - Power & Energy                                                                                  Zone
                                                                                                           Planning
                              Pratosh Kumar         Head - Materials                                                                   Sandeep Shukla              Manager -
                                                                                 Jagdish D. Mayekar        Head - MIS
                              Navin Rai             Head - Mechanical                                                                                              Marketing &
                                                                                 G. C. Panigrahi           Head - Technical &                                      Communications
                              Vikas Saxena          Head - After Market                                    Operations
                              Archana Singh         Head - Planning & MIS        Manoj S. Ranadive (Dr.) Head - Medical
                              Amit Sood             Head - Marketing                                     Services
                              Pratul Swarup         Head - New Projects          N. A. Shetty              Head - Materials &
                              Takahiro Yamamoto     Technical Advisor                                      Logistics




                        18
Statutory Auditors                          Plot No. F-76 to 81,
Jagdish Sapra & Co.                         SIPCOT, Industrial Park, Irungattukottai,
Chartered Accountants                       Sriperumpdur Taluk, District Kancheepuram,
                                            Tamil Nadu – 602 105
                                            Tel: 91 4111 500442 , 500443
Internal Auditors                           Fax: 91 4111 500441
A. Sharma & Co.
Chartered Accountants                       Works (Float)
                                            Plot No. T-7, MIDC Industrial Area, Taloja,
Bankers                                     Dist. Raigad – 410208
                                            Tel: 022-27410171-74
The Bank of Tokyo-Mitsubishi Ltd.           Fax: 022-27410090
The Jammu & Kashmir Bank Ltd.
State Bank of India                         Village- Latherdeva Hoond,
Standard Chartered Bank                     PO: Jhabreda Pargana - Mangalaur, Teh. Roorkee,
                                            Dist. Haridwar, Uttaranchal – 247667
ICICI Bank                                  Tel : 01-332-224114
CITI Bank N.A.
Punjab National Bank
                                            Sales & Mktg. Head Office
HDFC Bank
                                            C-203/B, Forture 2000, Bandra - Kurla Commercial Complex,
Corporation Bank                            Bandra (East), Mumbai – 400 051
Mizuho Corporate Bank Ltd.                  Tel.: 022-3062 0101, 3062 0107
                                            Fax: 022-3062 0119

Registered Office
                                            Zonal Offices
12, Basant Lok, New Delhi-110 057
Tel.: 011 -26142288                         West
                                            C-203/B, Forture 2000, Bandra - Kurla Commercial Complex,
                                            Bandra (East), Mumbai – 400 051
Corporate Office                            Tel.: 022-3062 0101, 3062 0107
Global Business Park, Tower-B, 5th Floor,   Fax: 022-3062 0119
Mehrauli - Gurgaon Road,
Gurgaon – 122 002 (Haryana)
                                            North
Tel.: 0124 - 5062212-19
                                            D-986, New Friends Colony,
Fax: 0124 - 5062244/88
                                            New Delhi – 110 065
                                            Tel. : 011 - 2631 1105/1186/1197
Works (Auto)                                Fax: 011 - 2631 1198

94.4 Kms. Stone, Delhi – Jaipur Highway,
Village Jaliawas, Tehsil Bawal,             South & East
Dist. Rewari – 123 501, (Haryana)           Pettukola Towers, 4th Floor, 190 - A,
Tel: 01284 - 260366, 260367, 260774         Poonamalee High Road,
Fax: 01284 - 260185                         Chennai – 600 010
                                            Tel. : 044-2642 3698/2642 0716
                                            Fax: 044-2642 0651
Plot No. T-16,
MIDC Industrial Area, Taloja,
Dist. Raigad – 410208
Tel: 022-27410171-74
Fax: 022-27410090




                                                                                                        19
                                   Achievements                                 Financial Highlights
Fiscal 2005 - In Retrospect




                                   • Completed scheduled expansion and          Changes over FY 2004
                                     commenced commercial production at         • Net sales up 18% to Rs. 60414.11 lakhs
                                     the Automotive Glass Plant at Chennai      • Operating Profits (PBDIT) up 5% to
                                   • Enhanced capacity for tempered glass         12885.67 lakhs
                                     at Automotive Glass Plant in Rewari        • Operating Profit Margin at 21.3%
                                   • Completed scheduled expansion and          • Profit After Tax up 9% to Rs. 7856.21
                                     commenced commercial production at           lakhs
                                     the Architectural Processing Unit at
                                     Taloja (Mumbai).                           • Total dividend of Rs. 2.50 per equity
                                                                                  share declared for FY 05 against Rs. 2.25
                                   • Commenced setting up of Integrated           last year, with payout working out to 29%
                                     Glass Plant ( IGP ) at Roorkee in
                                     Uttaranchal.                               • Declared issue of bonus shares in the
                                                                                  ratio of 1:1
                                   • Set up AIS Glass Solutions Ltd. to
                                     capture the value chain in architectural   • CEPS and EPS of Rs. 14.78 and Rs. 9.73
                                     glass.                                       respectively




                              20
AIS (Auto)                            Performance Highlights                                                           (Rs. Lakhs)
• Continued to maintain                                                                2004-2005                   2003-2004
  leadership position in the          Gross sales                                       69,152.69                      58,841.51
  automotive glass segment, with      Net sales                                         60,414.11                      51,271.33
  over 85% market share in            Operating Profit                                  12,885.67                      12,234.75
  passenger cars.                     Gross Profit                                      12,570.09                      11,992.28
• Started supplies to new models      Net Profit                                            7,820.09                    7,174.96
  launched during the year.           Net Worth                                             17,532.55                  12,971.09

• Received the following awards /     Capital Employed                                  39,609.00                  46,069.00
  recognitions during the year for:
                                      RATIOS ( % )
  - Achieving target of delivery
                                      Operating Profit Margin                                     21.33                     23.86
     from Toyota
                                      Gross Proft Margin                                       20.81                        23.39
  - Achieving target of Quality
                                      ROANW                                                    50.99                        69.34
     from Toyota
                                      PBDIT/Average Capital Employed                           28.70                        30.24
  - Appreciation for attaining
     the TS-16949 System              PER SHARE ( RS ) ( Face Value of Re 1/-)
     Certification from Tata          Cash earning per share                                   14.78                        15.34
     Motors-Lucknow                   Earning per share                                           9.73                       8.91
  - Achieving target of Quality       Dividend per share                                          2.50                       2.25
     from Hyundai
  - Outstanding overall
     performance from Maruti
     Udyog Ltd.                       Distribution of total sales in FY 2004-05 (%)
  - Best Supplier of the INNOVA
     Project from Toyota
                                      AIS (Auto)
                                      Maruti                              19%
AIS (Float)
                                      Tata Motors                          6%
• Achieved production of 30.68
  million csqm against rated          M&M                                  3%
  capacity of 29.20 million csqm.     Hyundai                             12%
                                                                                                                  19%


• Achieved sales growth of 17%        Honda                                2%
                                                                                 39%
  as compared to previous year.                                                                                                6%
                                      GM                                   2%
• Maintained share of 25% in the
  float glass market.
                                                                                                                                   3%
                                      Toyota                               2%

• Rationalised product mix, with      Other OEMs                           3%
                                                                                                                             12%
  a focus on high-yielding
                                      Spares & AFM                         6%
  products like thicker, tinted                                                        4%
                                                                                             2%                   2%
                                                                                                                       2%
                                                                                                     6%   3% 2%
  glass.                              AIS (Float)
• Continued focus on                  Inter Division Sales                 2%
  improvement activities in areas
  like quality, customer service,     Export Sales                         4%

  TQM.                                Domestic Sales                      39%




                                                                                                                                        21
                  1. AIS (Auto)
SBU Review




                  Highlights, FY 2004-05
                  •   Gross sales increased 18% per cent to Rs.38260
                      lakhs.
                  •   Production of laminated windshield (pcs.) and
                      tempered glass (sqm.) increased 17% per cent and
                      18% per cent respectively.
                  •   Achieved shopfloor performance in line with the best
                      in class benchmark
                      -   Shopfloor yield, at over 96 per cent.
                      -   Customer claim, within 50 ppm.
                      -   Machine uptime, in the range of 98 per cent.
                  •   Commenced supplies to the following new models
                      launched during the year:
                      Ford India Pvt. Ltd.              Endeavour, Fusion
                      Toyota Kirloskar Motor Pvt. Ltd. Innova
                      General Motors India Ltd.         Tavera
                      Hyundai Motors India Ltd.         Getz
                      Bajaj                             3 wheelers


                  Overview
                  With a total production capacity of 1.5 million car sets
                  and 500,000 laminated windshields at its manufacturing
                  facilities at Rewari and Chennai respectively, AIS (Auto)
                  is India’s largest and one of Asia’s largest manufacturers
                  of world-class automotive safety glass.


                  Products
                  AIS (Auto) manufacturers the full range of automotive
                  safety glass, which includes:

                  •   Laminated safety glass

                  •   Tempered glass for side and back lites

                  •   Value-added glass.

                  •   Defogger glass

                  • Encapsulated glass

                  • Sub-assembled products like Laminated windshield
                    with mirror button, glass with holder assembly, glass
                    with carrier plate assemble, garnish assembly,
                    locater pin and velcro, channel, rubber moulding.




             22
Operations
Production and sales performance of the AIS (Auto) is summarised as below:

                                                             2004-05                 2003-04    Change (%)
Production (qty.)
Laminated windshield (pcs.)                                 13,97,126              11,94,224            17
Tempered glass (sqm.)                                       26,96,821              22,83,018           18
Sales (qty.)
Laminated windshield (pcs.)                                 13,84,401              12,10,286            14
Tempered glass (sqm.)                                       26,93,431              22,84,151           18
Sales (Rs. Lakhs)
OEM                                                         33,005.87              26,836.10           23
After market                                                 5,254.13               5,404.07           (3)
Exports                                                            —                  107.33         (100)
Total                                                         38,260               32,347.50           18


Customers                                                      Share of Business for 2004-05
                                                               Customer                            SOB (%)
AIS (Auto) meets over 85% of the safety glass                  Maruti Udyog Ltd                       100
requirements of the Indian passenger car industry
                                                               Hyundai Motors India Ltd                 98
(including multi-utility vehicles).
                                                               Tata Motors Ltd
                                                               - Safari                                100
                                                               - Indica                                 69
Sales distribution in FY 2004-05 (%)                           - Other MPVs                             20
                                                               Mahindra & Mahindra Ltd
                                                               - Scorpio                               100
   Maruti           34
                                                               - Other MPVs                             50
   Tata Motors      10                                         Honda Siel Cars India Ltd                99
   M&M               5                                         Toyota Kirloskar Motor Pvt Ltd           98
   Hyundai          21                                         General Motors India Ltd                 89
                                                               Ford India Pvt Ltd                       99
   Honda            4
                                                               Hindustan Motors Ltd
   GM               4
                                                               - Lancer                                100
   Ford              3                                         Fiat India Pvt Ltd
   Toyota           4                                          - Palio                                  66
                                                               Volvo
   Piaggio           1
                                         12%                   - HCV                                   100
   Other OEMs       2
                                   2%
                                                      34%
                                                               Eicher
                              1%
   Spares & AFM     12   4%                                    - HCV                                   100
                         3%                                    Piaggio                                  42
                         4%                                    Reva                                     13
                         4%                                    Swaraj Mazda
                                                               - LCV                                     8
                                                    10%        Bajaj Auto
                                        21%
                                               5%              - Three Wheeler                           2




                                                                                                             23
     2. AIS (Float)

     Highlights, FY 2004-05

     •   Gross sales increased 16.60% to Rs. 30892 lakhs.

     •   Achieved production of 30.68 million csqm. of float
         glass, equivalent to 105% of capacity utilisation.

     •   Increased sale of high - yielding products like thicker,
         tinted glass.



     Sales distribution in FY 2004-05 (%)


     North                         29

     West                          20

     South                         22

     East                             6

     Auto                             5

     Export                        18


                                 18                          29

                            5

                           6

                                                             20
                                 22

     Overview
     AIS (Float) is the leading manufacturer of international
     quality float glass, with a state-of-the-art manufacturing
     facility at Taloja near Mumbai, in proximity to its larger
     markets and the seaport for its export sales. The unit is
     the first in the country to introduce tinted float glass in
     various colours and is a market leader in the country.
     AIS (Float) enjoys a total market share of over 20% in
     the Indian flat glass industry, with 25% share in the float
     glass market.




24
Operations
The production and sales performance of the float Glass SBU is summarised as below:

                                                                 2004-05       2003-04    Change %
Production (million csqm.)                                         30.68         31.36        (2.17)
Sales (million csqm.)                                              33.41         30.03        11.26
Sales (Rs. Lakhs)
- Domestic                                                      26,633.47    21,668.65        22.91
- AIS (Auto)                                                     1,489.70      2,111.40     (29.44)
- Exports                                                        2,769.07     2,713.89         2.03
Total                                                           30,892.24    26,493.94        16.60


Products
AIS (Float) offers a diversified product range of float glass
of thickness of 2mm - 12mm in different shades and in
varying sizes.
Its product portfolio includes :
• Clear Float Glass
• Tinted (heat-absorbing) Float Glass
• Heat Reflective Glass like Stopsol Classic, Stopsol
     Supersilver, Stopsol Silverlight, Sunergy Solarbel,
     Stopray
• Mirror

Distribution
At AIS (Float), sale of products is facilitated by a country-
wide network of 404 authorised stockists, field sales
personnel, zonal offices at Mumbai, New Delhi and
Chennai and area representatives in major cities like
Ahmedabad, Bangalore, Cochin, Hyderabad, Kolkata,
Nagpur, Pune, Hubli, Coimbatore, Aurangabad, Baroda
and Ludhiana.

Customer service
AIS (Float) improved its customer service through the
following initiatives:-
• Setting up of cross-functional project teams that
     catered to the float glass requirement of processors
     and institutional buyers.
• Creation of a Technical Services Cell to facilitate
     product selection, designing and installation
• A 24-hour helpline to support the distribution
     network with information on stock position,
     despatch status and billing.
• A toll- free telephone line for customer response.
• A system-linked SMS, intimating customers about
     product despatch.
• Further augmenting the distribution network.




                                                                                                       25
     3. AIS (Glass Solutions)                                      •   Laminated Glass is a high quality laminated glass
                                                                       for architectural applications. AIS laminated glass
     Highlights, FY 2004-05                                            provides high quality PVB lamination, unlike resin
                                                                       lamination, providing highest safety and security
     •   Incorporated in July, 2004 as a public limited                standard.
         company and a subsidiary of AIS.
                                                                   •   Insulated Glass Units (IGUs) provides better
     •   Commenced commercial operations and supplies.                 solution for solar & heat control and acoustic. AIS
                                                                       insulated glass units, made out of the latest modern
     •   Organised corporate meets and knowledge
                                                                       machines, in a controlled environment, are superior
         programs for glass dealers, architects and builders.
                                                                       in performance.
     •   Published Glass Training Manual to start the process
         that systematically disseminate knowledge and
         information to help people use glass better and use
         more of it.


     Overview
     AIS (Glass Solutions) has been incorporated with the
     objective to trade and to provide end-to-end solutions
     in the different kinds of architectural glasses including
     toughened glass, laminated glass, insulated glass and
     glass products.
     During the year, AIS (Glass Solutions) organised various
     meets and knowledge programs for glass dealers and
     architects to educate them about glass and its
     applications and tried to break the various myths
     associated with glass. As a part of the knowledge
     programme, Glass Training Manuals were introduced to
     help people know glass better and its various aspects
     like solar control, heat control, sound control and
     thermal breakage that determines the type of glass that
     best fits the customers requirement.
     AIS (Glass Solutions) is launching a wide range of
     revolutionary products like windows, shop fronts,
     shower enclosures, washbasins, tabletops, partitions
     and shelves.


     Products
     AIS Glass Solutions offers the complete range of high
     quality architectural processed glass.
     •   StronglasTM is a high quality tempered glass from
         AIS. If it breaks, stronglass shatters into small blunt
         pieces that prevent any serious injuries, much like
         safety glass used in automobiles.




26
                                                                                                                                 Management Discussion & Analysis - A session with the MD&CEO
How would you assess AIS’s performance during fiscal 2005? ■
Overall I am pleased with the Company’s resilient performance despite adverse operating conditions. Gross sales
and net sales (before inter-division sales) increased 18% each at Rs. 69153 lakhs and Rs. 60414 lakhs respectively.
Operating profits (PBDIT) rose 5% to Rs. 12886 lakhs. Profit after tax was up 9 % to Rs. 7856 lakhs. Financial highlights
of fiscal 05, without consolidation, are summarized in the table below on quarterly basis:
                                                                                                               Rs Lakhs
Item                                   Q1                 Q2                  Q3                 Q4                Total
Net Sales                           13436               15553               15191              16235              60414
PBDIT                                3233               3208                2752               3693               12886
PBDT                                 3195                3178               2690               3507               12570
PBIT                                 2103                2107               2066               2566               8842
Operating Profit Margin             24.1%              20.6%               18.1%              22.7%               21.3%

Operating profit margin came under pressure in the second and third quarters of the fiscal due to occurrence of
certain one time, abnormal factors in the Automotive Glass Unit.

With demand rising suddenly and sharply, capacities came under severe strain. A strenuous effort was made to
raise actual output even beyond rated capacities. For example, the laminated plant, with a capacity of 1.20 million
windshields, actually produced about 1.40 million windshields. However, in ensuring zero disruption at customer
(OEM) lines, abnormal means of freight were resorted to (including air freight). The most severe impact was felt in
the second and third quarters.

Besides, increased production also led to unbudgeted use of higher cost fuel (LDO) in generating power at the
Rewari plant. This would normally have been generated using lower cost fuel (FO). This was exacerbated by a
breakdown in one of our FO based DG Sets.

However, the above problems have been corrected and the situation has been set right, as is evident in the improved
margins, which started picking up in the fourth quarter. Negating the impact of these one-time factors, the operating
profits to sales at 24.3% reflect the strong underlying performance.




                                                                                                                            27
     AIS (Auto) maintained its leadership status, with over 85% of market share in the passenger car market (cars &
     multi-utility vehicles), which increased 24% to 1.29 million units from 1.04 million units in fiscal 2004.

     Vehicle Production                                                             April - Mar                                                Increase / Decrease

                                                          2000-01          2001-02         2002-03       2003-04           2004-05      02>01      03>02    04>03    05>04

     Category I - (< Rs. 3 lakhs)                        2,16,474           2,11,114    1,96,692         2,34,967          1,90,392       -2%       -7%      19%      -19%

     Category II - (Rs. 3 lakhs <II< Rs. 4.5 lakhs)      2,86,223          3,06,693     3,53,977         4,93,488          6,26,774       7%        15%      39%       27%

     Category III - (Rs. 4.5 lakhs <III< Rs. 7 lakhs)          57,128          52,015       55,663        75,848           1,40,387       -9%        7%      36%       85%

     Category IV - (Rs. 7 lakhs <IV< Rs. 12 lakhs)         23,694              18,313       20,337         38,911           69,205       -23%       11%      91%       78%

     Category V - (> Rs. 12 lakhs)                               880            5,112        3,817         8,444             13,451     481%       -25%     121%       59%

     Cars                                                5,84,399          5,93,247     6,30,486         8,51,658 10,40,209               2%         6%      35%       22%

     MUVs                                                1,27,599          1,24,469     1,40,240         1,92,532          2,53,675       -2%       13%      37%       32%

     Total Cars & MUVs                                    7,11,998         7,17,716     7,70,726 10,44,190 12,93,884                       1%        7%      35%       24%



     The Indian flat glass industry recorded a growth of 11% in fiscal 2005. Other than for a brief period in October/
     November 2004, sales grew consistently over the last year and picked up steam in the last quarter of the fiscal, as is
     highlighted below:

     Total Sales of Flat Glass 2004-05 vs. 2003-04 (Tons/day)

                               April       May          June        July         Aug        Sep          Oct         Nov        Dec        Jan       Feb    March Average
     2003-04                 1151.66 1476.10 1505.78 1608.86 1662.47 1744.10 1905.45 1960.07 1813.86 1781.37 1680.43 1595.80 1657.16
     2004-05                1562.85 1688.26 1723.74 1821.38 1747.02 1870.02 1880.02 1862.75 1967.82 2002.75 1878.71 2001.70 1833.92
     %age difference         35.70%    14.37%     14.47%         13.21%        5.09%       7.22%     -1.33%    -4.97%         8.49%    12.43%     11.80%   25.44%    10.67%



     Float glass prices, after remaining flat in the first three quarters, steadily picked up over the last quarter and had a
     positive impact on financials.
     Price Trend : 2004-05 vs. 2003-04 (Rs./mm/sqmt.)

                               April       May           June           July        Aug            Sep         Oct           Nov        Dec         Jan       Feb    March
     2003-04                  44.00      44.00          46.00       48.00         48.00        47.00       47.00           46.00      45.00       43.00     43.00    43.00
     2004-05                  45.00      45.00          45.00       45.00          45.00       45.00       45.00           47.00      50.00       52.00     53.00    53.00
     %age difference         2.27%       2.27%        -2.17%       -6.25%        -6.25%      -4.26%       -4.26%           2.17%      11.11%     20.93%    23.26% 23.26%



     At the segments level, AIS (Auto) recorded a growth of 18 % in gross sales, which increased to Rs. 38,260 lakhs in
     fiscal 2005, accounting for 55 % of AIS’s total sales of Rs. 69,153 lakhs. Sales to OEMs increased to 86% of AIS
     (Auto)’s total sales. Category III and Category IV segments in the passenger car industry recorded the highest
     growth, which in turn benefited AIS (Auto) in terms of increasing demand for higher value-added products, leading
     to increased value of glass content per car. AIS (Auto) maintained its market share of 55% in the after-market.
     However, increase in the after-market sale did not keep pace with increase in OE sales in 2004-05 largely on
     account of capacity shortfall, which impacted after-market sales directly.

     In the float glass segment, gross sales increased 17% to Rs. 30,892 lakhs, accounting for 45% of gross sales of AIS.
     AIS (Float) maintained its market share of 20% in the Indian flat glass industry.




28
The segment-wise financial results are summarized below:
S.N.   Particulars                                                              2004-05         2003-04         Change
I      Segment Revenue
       Automotive Glass                                                       32,901.84       27,961.46            18%
       Float Glass                                                            27,923.02       23,399.32            19%
       Others                                                                    104.67           111.89           -6%
       Total                                                                  60,929.53       51,472.67            18%
       Less :
       - Inter-segment revenue ( net of excise duty )                          -1,320.99       -1,968.15          -33%
       Net Sales/Income from Operation                                        59,608.54       49,504.52            20%
II     Segment Result
       Automotive Glass                                                        5,391.66        4,881.85            10%
       Float Glass                                                             3,345.46        2,042.48            64%
       Others                                                                    104.67           175.45          -40%
       Profit Before Tax & Interest                                            8,841.79        7,099.78            25%
       Less : Interest & Financial Charges                                      -315.58         -242.47           -30%
       Less : Other Un-allocable Expenditure                                       0.00             -0.11         100%
       Less : Exchange rate loss/( Gain ) on foregin currency loan                 0.00          965.54
       Total                                                                   8,526.21        7,822.74             9%
III    Margin- Segment Results/Segement Revenue
       - Automotive Glass                                                       16.39%          17.46%
       - Float Glass                                                            11.98%           8.73%
       - Total                                                                  14.51%          13.79%


AIS’s Board recommended a final dividend of Rs. 1.50 per equity share, with a total dividend to its equity shareholders
for the financial year amounting to Rs. 2.50 per equity share, after considering the interim dividend of Rs. 1.00 per
equity share earlier declared. Total payout (including tax on dividend) works out to 29%.
The Board also recommended issue of bonus shares to the equity shareholders of the Company in the proportion of
one equity share for every one equity share held on the record date to be fixed for the purpose.


What is the Company’s overall outlook for the current year? ■
The outlook for fiscal 2006 looks positive. We have begun the year on a positive note.
The Indian passenger car market is likely to grow in the region of 15%. The flat glass industry is also poised for a
growth in the range of 12-15%. Float glass prices, which are subject to cyclical ups and downs, are likely to remain
stable, considering that domestic production capacities have almost peaked out.
In this backdrop of economic environment, we expect AIS top line to grow in the region of 15-18 per cent. We see our
operating margins stabilizing this year, considering the non-recurrence of the abnormal factors of fiscal 2005.
We are better positioned now to meet the growing market requirements and achieve our objectives.


What is AIS’s capital expenditure requirement in the near future? In what areas will these
investments be made? ■
AIS has been making significant investments towards capacity expansion.
In fiscal 2005, in AIS (Auto), we completed our scheduled expansion at the Automotive Glass Plant at Chennai. We
further enhanced capacity for laminated and tempered glass at the Automotive Glass Plant in Rewari mainly by de-
bottlenecking the existing capacities and by installing a few additional equipments. The Architectural Processing
Unit at Taloja near Mumbai was also completed and it commenced commercial operations.
In AIS (Float), we commenced work for setting up of Integrated Glass Plant (IGP) at Roorkee in Uttaranchal. The plant,
which is to be completed by the end of 2006, would be an integrated unit with manufacturing facilities for value-
added glass and glass products. This would include reflective glass, mirror, processed glass, automotive safety
glass and float glass.




                                                                                                                          29
     In fiscal 2006, we will set up tempered glass manufacturing facility at the Automotive Glass Plant in Chennai, followed
     by augmentation of capacities for laminated windshields. Besides, we will be setting up architectural processing
     units at our plants in Rewari & Chennai.
     We expect to complete all our major expansions by the end of fiscal 2008, which will help us consolidate and
     strengthen our position as the market and technology leader.


     What is AIS’s medium-to-long term growth outlook? ■
     We are very positive about AIS’s growth outlook and about AIS potential in tapping the unfolding opportunities.
     Overall, we are aiming at growing in the region of 20% in the medium-to-long run.
     In the automotive glass segment, we are best positioned to benefit from the volume growth as well as from the
     demand for high value-added products. A car today uses 30% more glass than it did 10 years ago. Besides, the
     glass is now more complex and has a lot of value addition. We also see a big opportunity in the after sales replacement
     market which is growing at 18% per annum. Segments like buses and three-wheelers also present an opportunity,
     which we have started tapping now. We are also in the process of exploring export markets for laminated
     windshields and are likely to start supplies from January 2006.
     In the architectural glass segment, we are likely to witness growth in the region of 12 to 15% per annum. We
     feel the architectural glass business has much potential for growth as the drivers for the product are beyond
     housing. We find people are increasingly substituting products like cement and wood with glass. Our new
     subsidiary, AIS Glass Solutions, will be marketing glass products and services to promote greater use of value-
     added glass.


     What will AIS’s growth strategy be? ■
     Going forward, AIS’s strategy to encompass the front end of the glass value chain is a crucial element in realizing
     its vision of being India’s largest integrated glass company.
     The main aim from growth stand point is to capture profitable markets at the value added end of the glass value
     chain.
     From a defensive stand point, this strategy is vital to ensure enlarged in-house glass consumption, so that in the
     event of a slow down beyond anticipation, or prices at the commodity end of the business being lower than
     expected, AIS would have the maximum leverage to consume its own glass and provide value added products – both
     in the automotive as well as the architectural markets – which tend to be less prone to demand and price
     fluctuations.
     India is poised to be amongst the largest glass markets in the world in the next 15 years. We are excited by the
     growth opportunities and are optimally positioned to emerge as the best and the largest integrated glass company.


     What are the risks and concerns for AIS? ■
     The following are the risks and areas of concern at the macro level, which are likely to have a bearing on AIS performance:
     •   High oil prices are creating cost push inflation and can still further cause a shock
     •   Custom duty cuts and FTAs can put pressure on domestic prices
     •   Fiscal deficit continues to be dangerously high
     •   International auto glass supplies continue to be tight
     •   Proper implementation of VAT which must be incrementally improved, especially removal of CST and 1st point
         inter-state billing.
     •   The possibility of over-capacities in the main segments where AIS operates.




30
At AIS, we believe that environment preservation and          year, where the projects could be implemented, monitored




                                                                                                                                   Social Responsibility & Community Development
the implementation of corporate social responsibility         and evaluated within a year. The short-term projects were
activities do not just represent a sensitive conscience       implemented in fiscal 2005. Water, Sanitation and Animal
but a sound business sense. We recognize that                 Husbandry were taken under long-term progammes
sustainable business development includes                     considering time-consuming processes in implementing
environmental and social consideration, which are             and producing the desired results. We are in the process
essential parts of long-term business survival and            of implementing the long-term programmes.
growth. Environmental and social considerations have
a strategic position in outcomes and purpose of the           Educational Programmes
business – as bottom lines. We firmly believe that
                                                              School bus for the Girl Child
community investment helps in increasing the
motivational level of employees and assists in their          Through this programme AIS is running school buses for
professional and personal development.                        village girls to go to the nearby schools from their villages
                                                              and continue their studies. This programme is more
Our corporate social responsibilities aim at connecting
                                                              relevant in a state like Haryana where there is an
our business activities to the wider social objectives. At
                                                              alarming male-female ratio. Currently, around 175
AIS, we have been undertaking a diverse range of social
                                                              children from around 15 villages are using school bus
and community development programs and projects that
                                                              facility. Some of the girls students who had dropped out
protect the interests of communities in the vicinity of our
                                                              of school have enrolled again because of the bus.
manufacturing plants. The principal focus areas include:
•   Community development                                     School Upgradation Programme
•   Environment, health and safety                            Considering the prevailing conditions at the local schools
                                                              in the neighbouring villages, AIS set about improving the
AIS has chosen Youthreach, a Delhi-based NGO, as a
                                                              situation. A detailed ‘needs assessment’ showed that the
“Change Partner”, considering its impeccable
                                                              schools needed adequate teaching staff and good
credentials and single-minded focus on issues relating
                                                              infrastructure. At the first stage, educational as well as
to social change and community development through
                                                              other material including stationery, uniforms, sports kits,
participative efforts.
                                                              water tank, mats, etc. were given to 10 schools. Apart from
We have scientifically identified and prioritized societal    this, two primary school teachers’ assistants were
and development needs of the target segments. We have         appointed through the village education committees.
finalized and executed our corporate social                   Miscellaneous repairs to doors, windows, hand pumps,
responsibility initiatives and programs accordingly, with     water pipes, roof, etc. are currently underway. The
desired results.                                              highlight of this period has been the re-activation of the
                                                              village education committees across five villages.
Community Development Programme at
Rewari                                                        Health Programmes
AIS wanted to reach out to communities in the villages        Project Life Line Express
neighbouring its plant at Rewari to take the benefits of
development to the communities from where AIS draws           If a physically disabled person living in rural India cannot
its employees. Working with employees, 18 villages were       reach a hospital, then the hospital should reach him.
identified in 2003 for the initiation of the first phase of   AIS explored this revolutionary concept and supported
the community development programmes.                         the Life Line Express – the world’s first hospital on rail
                                                              – that reaches those parts of India where medical
A 9-week needs assessment study of the local
                                                              facilities are scarce, and provides the much-needed
community was conducted to better understand the
                                                              medical care free of cost.
community, its needs and priorities, capabilities and
opportunities. The study was conducted by ORG Marg.           Through AIS’s efforts, it was for the first time that the
                                                              rail-hospital came to Haryana, and benefited many
On the basis of this study, four major areas of
                                                              under-served people in and around the Rewari district.
intervention were identified, which included Education,
                                                              In about 25 days, during October, 2004 439 surgeries
Health, Water and Sanitation and Animal Husbandry.
                                                              were conducted along with distribution of hearing aids,
We clubbed these initiatives into long- and short-term        calipers and tricycles for the benefit of the disabled. The
programmes. The more pressing needs of Education and          project helped several under-privileged people suffering
Health were clubbed under short-term projects of one          from polio and cataract and hearing problems. The




                                                                                                                              31
     surgical team, comprising senior surgeons from premier
     medical institutions, operated on around 18 children
     suffering from cleft lip problems. All services were
     provided free of cost.
     Project Life Line express was organized by AIS on a
     massive scale. The challenge was not only to bring the
     rail hospital to the people but also to tell them that they
     should make the best use of the opportunity. A month-
     long publicity campaign throughout Rewari district was
     carried out to educate and mobilize patients. The effort
     made the project a big success.

     Preventive and promotive women and child health
     services programme
     The objective of the programme was to raise awareness
     and mobilize the community on primary healthcare
     issues with keen focus on the health of women and
     children and also to raise awareness about common
     ailments of the general population. The first step was to
     orient and sensitise the health service providers and
     subsequently develop adequate referral linkages with
     the public health facility.
     As the programme aimed at creating an overall health-
     seeking behaviour within the community, it became
     essential to reach all community segments. Key
     members of the community, like opinion makers,
     panchayat members and community elders, were
     engaged in identifying the health needs of women and
     children. The result was an efficient community
     programme under which the following initiatives were
     implemented –
     •   Door-to-door contact programme
     •   Health camps
     •   Eye camps
     •   Dental camp
     •   Training of traditional birth attendants
     •   Orientation of Anganwadi workers and helpers
     •   Orientation of medical officers
     Health camps are being conducted in the villages every
     two months. These camps focus on women and children
     – creating awareness about health issues and providing
     palliative care. MAMTA, a Delhi based NGO is
     implementing the health camps programme of AIS.

     Other Initiatives
     Water Harvesting
     A rainwater-harvesting project was carried out in 2002
     at the AIS’s plant at Rewari. It included the construction




32
of 5 rain-water recharge wells on the plant premises,
which was specially designed to collect every rain drop
falling in the factory campus in order to recharge ground
water table. Since then, there has been a significant rise
in the water table.

Vermi Composting
A canteen-waste management plan was carried out by
installing a vermi-composting plant in 2002. As of now,
compost of approx. 250 kg of kitchen/canteen/garden
waste is made daily. This serves the dual purpose of
garbage disposal and organic manure making. Now the
entire manure for the gardens and the lawns at the
Rewari plant comes from vermi composting and there is
zero use of chemical fertilizers inside the plant premises.
There has also been a drop in excessive wastage at the
canteen.

At Corporate Office
Waste paper recycling
On the occasion of World Environment Day in June 2003,
environment films were screened at the AIS corporate
office. Thereafter, a programme was designed to
conserve paper. The staff was encouraged to utilize one-
side used paper for internal printouts and to use recycled
waste paper. This programme has helped AIS reduce its
overall consumption of paper and recycle over 2 tons of
office waste paper.

At Taloja Plant
Vermi Composting
Vermi-composting was introduced at float glass plant
at Taloja in 2003 to recycle the organic waste from the
factory canteen. This project is running well and we are
recycling the complete waste from the factory canteen.
This is effectively serving the dual purpose of garbage
disposal and organic manure making.

Rainwater Harvesting
An Environment Impact Assessment (EIA) was carried out
in 2003 to assess the impact of water consumption in
the factory. As suggested by EIA, a rainwater-harvesting
project is being implemented in the factory to use the
water for glass manufacturing. Once the project is
complete, it will reduce a load of 8000 litres water per
day on ground water.




                                                              33
                                  W. Edwards Deming, one of the world’s greatest               training and upgradation of their skills, technical
Human Resource Development




                                  Management and Quality teachers, when asked what             expertise and to learn and imbibe best practices and
                                  was his one-point recipe for nations and organizations,      benchmarks.
                                  said, “People are important”.
                                                                                               Through our regular sporting activities, we foster team
                                  At AIS our people have always been our most valuable         spirit and a feeling of togetherness. Through open
                                  resource and we strive hard to provide a motivating          discussions and our in-house newsletter, we maintain
                                  environment wherein people at all levels of responsibility   a close dialogue throughout the organization to
                                  have an opportunity to contribute meaningfully.              disseminate ideas and opinions and to keep employees
                                                                                               abreast of recent developments, key events, etc.
                                  At AIS, Human Resource Development (HRD) is considered
                                  a goal and a process. As a goal, we equate it with the       We are committed to building a world-class organization
                                  development of human capacity and upliftment of human        that recruits and retains talented, high-quality people,
                                  aspirations. In terms of process, HRD at AIS involves        working together to secure our future.
                                  activities related to education, training, empowerment,
                                  awareness raising, skills enhancement, team building,
                                  community mobilisation and development, organisation
                                  development, entrepreneurship development,
                                  sensitisation and conscientisation, human resources
                                  planning and policies.

                                  At AIS, we have taken significant steps in developing
                                  Human Resource (HR) and strengthening its HR systems.
                                  We have been following the process of Policy Deployment
                                  and Performance Management & Development (PMD) to
                                  achieve company objectives. Policy Deployment works
                                  top down for achieving the mid-term and annual plan
                                  goals. Through Policy Deployment, the annual plan goals
                                  are deployed to all levels in the organization.

                                  The Policy Deployment process is complimented by the
                                  PMD process, which provides a framework of assigning
                                  objectives and accountabilities to each individual. PMD
                                  is performance evaluation process with bottoms up
                                  approach for selecting annual targets, which are in the
                                  form of mutually agreed objectives and accountabilities.
                                  These form the performance contract of the employee
                                  with his superior for the year. The responsibilities and
                                  authorities of each employee are comprehensively
                                  clarified to ensure that he is empowered to take
                                  necessary measures to achieve his targets. The
                                  employee performance against the targets also provides
                                  objective and fair information as regards employee
                                  compensation and rewards, training and career
                                  development.

                                  At AIS, we continue to invest sizeably in training and
                                  knowledge development of our employees. We have been
                                  regularly sending our employees at all levels to various
                                  learning centres including plants of our collaborator for




                             34
To the Members,




                                                                                                                        Report of the Directors
Your Directors have pleasure in presenting this Twentieth Annual Report and Audited Accounts for the year ended
31st March, 2005.

Financial Results
                                                                                                  (Rs. in Lakhs)

                                                                         2004-05                       2003-04

Turnover & Inter Divisional Transfers                                  69,152.69                      58,841.51
Less: Inter Division Transfers                                           1,546.35                      2,286.61
Turnover                                                               67,606.34                      56,554.90
Other Income                                                              740.78                       1,485.34
Total                                                                  68,347.12                     58,040.24
Profit before Depreciation, Interest
and Write Off of Misc. Expenditure                                     12,885.67                      13,200.29
Less: Interest                                                             315.58                        242.47
Gross Profit                                                           12,570.09                      12,957.82
Less:
    Depreciation/Amortisation                                            4,031.93                      5,005.70
    Misc. Expenditure Written Off                                           11.95                        129.38
Profit Before Tax                                                        8,526.21                      7,822.74
Less:
Provision For Tax                                                         670.00                         595.00
Profit After Tax                                                         7,856.21                      7,227.74
Appropriations:
Interim Dividend on Equity Shares                                         799.64                              –
Dividend on Preference Shares                                               38.34                             –
Proposed Dividend on
    - Equity Shares                                                      1,199.46                      1,799.19
    - Preference Shares                                                      0.06                         41.24
Tax on Dividend                                                            277.75                        235.80
General Reserve                                                          5,955.33                      5,000.00
Balance carried to Balance Sheet                                          302.66                         753.15

Operations
During the year under review, gross sales of the company increased 18% to Rs. 69,152.69 lakhs. Profit before tax
increased 9% to Rs. 8,526.21 lakhs and profit after tax at Rs. 7,856.21 lakhs registered a growth of 9%.

Automotive Glass Unit
Production and sale of laminated windshields increased 16.99 per cent and 14.39 per cent respectively to
13,97,126 pcs. and 13,84,401 pcs., compared to previous year. Production and sale of tempered glass recorded
a growth of 18.13 % and 17.92 % to 26,96,821 sqm. and 26,93,431 sqm. respectively.
The Automotive Glass Unit recorded gross sales of Rs. 38,260 lakhs, up 18.28 % from previous year. Sales to OEM
customers increased 22.99% to Rs. 33,005.87 lakhs. After market sales declined 2.77% to Rs. 5,254.13 lakhs.




                                                                                                                   35
     Float Glass Unit                                           preference shares of Rs. 100/- each for the financial year
                                                                ended 31st March, 2005, issued to Asahi Glass Co., Ltd.
     During the year under review, 30.68 million converted
                                                                in terms of the Scheme of Amalgamation of the erstwhile
     sq.mtr. (csqm.) of float glass, converted on an average
                                                                Floatglass India Ltd. with the Company.
     2mm basis of various thickness and sizes, was produced
     as against 31.36 million csqm. last year, down by 2.17%.
                                                                Awards
     Sales of float glass increased 11.26% to 33.41 million
     csqm.                                                      Your Directors have pleasure in reporting the awards/
                                                                recognitions that your Company received during the year
     Gross Sales increased 16.60% to Rs. 30,892.24 lakhs.
                                                                for:
     Export sales increased 2.03% to Rs. 2769.07 lakhs.
                                                                1) Achieving target of delivery from Toyota
     Subsidiary Company
                                                                2) Achieving target of Quality from Toyota
     The Company has one subsidiary, AIS Glass Solutions
     Ltd. Pursuant to provisions of Section 212 of the          3) Appreciation for attaining the TS-16949 System
     Companies Act, 1956, the statement and accounts of AIS        Certification from Tata Motors, Lucknow
     Glass Solutions Ltd. are annexed to this Report.
                                                                4) Achieving target of Quality from Hyundai
     Consolidated Financial Statements
                                                                5) Outstanding overall performance from Maruti Udyog
     In accordance with the Accounting Standard AS-21 read         Ltd.
     with Accounting Standard AS-23 on “Accounting for
     Investment in Associates” on Consolidated Financial        6) Best Supplier of the INNOVA Project from Toyota
     Statements, your Directors have pleasure in attaching
                                                                Directors
     the Consolidated Financial Statements, which form part
     of the Annual Report and Accounts.                         Mr. K. Yonamoto, nominee Director of Asahi Glass Co.
                                                                Ltd., Japan resigned from the Directorship of the
     Dividend                                                   Company with effect from 26th October, 2004. Asahi
     Your directors in their meeting held on 30th October,      Glass Co. Ltd., Japan has nominated Mr. Pierre Kirschen,
     2004 approved payment of an interim dividend of            who has been appointed as Director on the Board of
     Re. 1/- per share on 7,99,63,793 fully paid equity         Directors of the Company with effect from 27th October,
     shares of face value of Re. 1/- each of the Company for    2004, in the casual vacancy caused due to the
     the financial year 2004-05, considering the financial      resignation of Mr. K. Yonamoto.
     results of the Company for the half year ended 30th
     September, 2004. The Company, accordingly, made            Pursuant to the provisions of the Joint Venture
     payment of interim dividend to the equity shareholders     Agreement amongst the promoter members and the
     of the Company whose names appeared on the Register        Company, M/s. Maruti Udyog Ltd., (MUL) have
     of Members as on the record date on 10th November,         nominated Mr. Jagdish Khattar, Managing Director, MUL
     2004.                                                      in place of Mr. Amitava Nandy, on the Board of the
                                                                Company. Accordingly Mr. Jagdish Khattar has been
     Your Directors have recommended a final dividend of        appointed as Additional Director and the resignation of
     Rs. 1.50 per equity share on 7,99, 63,793 equity           Mr. Amitava Nandy from the Directorship of the Company
     shares of Re. 1/- each for the financial year ended 31st   has been accepted by the Board of Directors.
     March, 2005. The total dividend on equity shares for
     the financial year ended 31st March, 2005,                 Mr. Jagdish Khattar holds office as Additional Director
     accordingly, totals to Rs. 2.50 per equity share. The      upto the date of the ensuing Annual General Meeting.
     final dividend of Rs. 1.50/- recommended by the Board      A notice under section 257 has been received together
     of Directors, if approved at the forthcoming Annual        with a deposit of Rs. 500/- from a member of the
     General Meeting, will be paid to all those                 Company signifying his intention to propose
     shareholders whose names appear in the Register of         Mr. Jagdish Khattar’s candidature as a Director of the
     Members as on 22nd July, 2005.                             Company at the ensuing Annual General Meeting.
     Total dividend pay out (including tax on dividend) on      In terms of Article 70 of the Articles of Association of the
     equity shares works out to 29%.                            Company, Dr. Surinder Kapur and Mr. Arvind Singh,
     Your directors have also recommended a dividend            Directors retire by rotation and, being eligible, offer
     @ 0.01% on 6,00,000 non-cumulative redeemable              themselves for re-appointment.




36
Listing                                                       compliance with corporate governance requirements,
                                                              has been annexed as part of this report.
The equity shares of the Company continue to be listed
at the Mumbai Stock Exchange and the National Stock           Fixed Deposits
Exchange.
                                                              Your Company has not accepted any deposits within the
The Company has paid the requisite listing fee to the         meaning of Section 58A of the Companies Act, 1956. As
stock exchanges for the financial year 2005-06.               such, no amount of principal or interest was outstanding
                                                              as on the balance sheet date.
The application filed by the Company for voluntary
delisting of equity shares of the Company from the            Auditors and Auditors’ Report
Calcutta Stock Exchange is pending at the stock
exchange.                                                     M/s. Jagdish Sapra & Co., Chartered Accountants,
                                                              Statutory Auditors of the Company, retire at the
Directors’ Responsibility Statement                           conclusion of ensuing Annual General Meeting and are
                                                              eligible for re-appointment. The Company has received
Pursuant to Section 217(2AA) of the Companies Act,
                                                              letter from the Auditors to the effect that their
1956, the Directors hereby state and confirm:
                                                              appointment, if made, would be within the prescribed
i) that in the preparation of annual accounts, the            limits under Section 224 (1B) of the Companies Act, 1956.
   applicable accounting standards had been followed          The Board, accordingly, recommends the re-
   along with proper explanation relating to material         appointment of M/s. Jagdish Sapra & Co. as Statutory
   departures;                                                Auditors of the Company.

ii) that the Directors had selected such accounting           The observations of the Auditors in the Audit Report are
    policies and applied them consistently and made           explained, wherever necessary, in the appropriate notes
    judgements and estimates that are reasonable and          to the accounts.
    prudent so as to give a true and fair view of the state
    of affairs of the Company at the end of the financial     In terms of provisions of Clause xvii of the Companies
    year and of the profit and loss account of the            (Auditors’ Report) Order, 2003, the Auditors have
    Company for that period;                                  commented that the Company used short term funds for
                                                              long term investments made by the Company during the
iii) that the Directors had taken proper and sufficient
                                                              year.
     care for the maintenance of adequate accounting
     records in accordance with the provisions of this Act
                                                              The Board of Directors of the Company wishes to state
     for safeguarding the assets of the Company and for
                                                              that the Company used the bridge loans during the year
     preventing and detecting fraud and other
                                                              for meeting project related expenses for the Integrated
     irregularities;
                                                              Glass Plant being set up at Roorkee in the State of
iv) that the Directors had prepared the annual accounts       Uttaranchal. These expenses, totaling approx. Rs. 79
    on a going concern basis.                                 Crores, have been incurred for acquisition of land at
                                                              site and for making advance payments to the civil
Corporate Governance                                          contractors and the suppliers of plant and machinery.
Your Company has been following the principles and            The Company has already tied up with Citibank N.A.,
practices of good corporate governance. The Company           Mumbai for acting as debt arranger to Company in
has complied with corporate governance                        respect of arranging financing of upto US $ 65 Million
requirements, as stipulated under Clause 49 of the            supported by the Nippon Export and Investment Insurance
Listing Agreement.                                            under the overseas untied loan insurance program for
The Auditors, M/s. Jagdish Sapra & Co., have certified        capital expenditure of the Company. Pending execution
the Company’s compliance of the requirements of               of loan documents and the draw down of the loan
Corporate Governance in terms of Clause 49 of the Listing     amount, the Company arranged for the short term bridge
Agreement.                                                    loan of Rs. 60 crores from banks, which is repayable in
                                                              six months, to meet the emergent project related expenses
A separate report on corporate governance including the       as explained above. The Company shall repay the short
management discussion and analysis, together with the         term bridge loans from out of the project loan, which is
certificate from the Statutory Auditors confirming            being released shortly.




                                                                                                                          37
     Conservation of Energy, Research & Development,              who is related to Mr. B.M. Labroo, Chairman of the
     Technology Absorption, Foreign Exchange Earnings             Company.
     and Outgo                                                    None of the employees hold, either by himself or
     The information relating to conservation of energy,          alongwith his spouse and dependent children, more
     technology absorption and foreign exchange earnings          than two percent of the equity shares of the Company,
     and outgo, as required under Section 217(1)(e) of the        except Mr. Sanjay Labroo.
     Companies Act, 1956, read with the Companies
     (Disclosure of Particulars in the Report of Board of         Industrial Relations
     Directors) Rules, 1988 is given in Annexure ‘A’, forming     Relations with the work force continued to be cordial.
     part of this Report.
                                                                  The Directors wish to place on record their appreciation
     Particulars of Employees                                     of the co-operation and contribution made by the
                                                                  employees at all levels.
     The information as required in accordance with Section
     217(2A) of the Companies Act, 1956, read with the            Acknowledgement
     Companies (Particulars of Employees) Rules, 1975, as         Your Directors express their gratitude for the co-
     amended, is set out in the Annexure “B” to the Directors’    operation, guidance and support received from the
     Report. However, as per the provisions of Section 219        Collaborators, Customers, Banks, Vendors and the
     (b) (iv) of the Companies Act, 1956, the Report and the      Government Authorities.
     Accounts are being sent to all the shareholders of the
     Company excluding the Annexure “B”. Any shareholder          Yours Directors are thankful to the Shareholders for their
     interested in obtaining such information may write to        continued patronage and support.
     the Company Secretary at the Registered Office or the
                                                                                           For and on behalf of the Board
     Corporate Office of the Company. The said information
     is also available for inspection at the Corporate Office
     during working hours up to the date of the Annual
                                                                                                              B. M. Labroo
     General Meeting.
                                                                                                                 Chairman
     None of the employees listed in Annexure ‘B’ is a relative   Place : Gurgaon
     of any Director of the Company, except Mr. Sanjay Labroo     Dated : 24th May, 2005




38
Information as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in




                                                                                                                             Annexure - A to the Directors’ Report
the Report of Directors) Rules, 1988 and forming part of the Directors’ Report for the year ended 31st March, 2005.

FORM - A
Conservation of Energy

I) Power & Fuel Consumption                           Units                         2004-05                 2003-04

   1. Electricity Purchased (KWH)                     Units                     3,32,22,034              2,37,64,531
       Total Amount                                   Rs. Lakhs                     1,214.98                 855.80
       Rate Per Unit                                  Rs.                               3.66                    3.60

   2. Captive Generation
       D. G. Set (KWH)                                Units                     5,16,56,953             4,86,95,365
       Total Amount
       (Fuel, Mobil Oil & Additives)                  Rs. Lakhs                    2,898.49                 1,913.74
       Rate Per Unit                                  Rs.                                5.61                   3.93

   3. HSD Consumption                                 Ltrs.                       14,19,629                5,26,949
       Total Amount                                   Rs. Lakhs                       332.83                 109.76
       Rate Per Litre                                 Rs.                              23.44                   20.83

   4. LDO Consumption                                 Ltrs.                      1,11,19,926              30,07,557
       Total Amount                                   Rs. Lakhs                    2,422.00                  563.50
       Rate Per Litre                                 Rs.                              21.78                   18.74

   5. HFO Consumption                                 Ltrs.                       21,03,303               69,52,754
       Total Amount                                   Rs. Lakhs                      239.00                  783.04
       Rate Per Litre                                 Rs.                              11.36                   11.26

   6. L.S.H.S. Consumption                            Kg.                        3,11,41,221            3,03,69,040
       Total Amount                                   Rs. Lakhs                     3,394.24                   3,190
       Rate Per Kg                                    Rs.                              10.90                   10.50

   7. SKO Consumption                                 Ltrs.                               Nil              31,12,229
       Total Amount                                   Rs. Lakhs                           Nil                 445.34
       Rate Per Litre.                                Rs.                                 Nil                  14.31

The following energy conservation measures were taken which contributed towards saving and optimizing energy
consumption:

Automotive Glass Unit
1. Optimisation of compressed air generation and usage.
2. Provided blower motors of variable speed thereby giving flexibility of adjusting quenching air pressure for
   optimizing quality of production and reducing energy consumption.




                                                                                                                        39
     3. Usage of Heavy furnace oil instead of light diesel oil    2. Installed latest technology equipments for printing
        in boiler to reduce operating cost.                          & shaping.
     4. Installation of induction motor (efficiency 94.2%)
                                                                  Rewari Plant :
        instead of slip ring motor (efficiency 88%) to increase
        operating efficiency.                                     1. Installed furnace to enhance capability to bend
                                                                     tongless glass.
     Float Glass Unit                                             2. Installed on line drilling machines.
     1. Installed energy efficient air conditioners in place of   3. Installed CNC Pre-process lines.
        old air conditioners.
     2. Replacement of under loaded pump motors by                Float Glass Unit
        appropriate rated motors.                                 1) Bulk handling system for dolomite, soda ash, slag
     3. Replacement of conventional indicating lamps with            and limestone introduced to increase manpower
        LED type lamps.                                              productivity and minimize flying losses.
                                                                  2) Auto colorant weighing system was commissioned
     4. Running of variable frequency drive for bottom
                                                                     for production of tinted glass to increase manpower
        cooling fan.
                                                                     productivity.
     5. Provision of transparent sheets at various locations      3) Truck loading platforms were constructed with EOT
        in cutting, packing and warehouse area.                      Cranes to improve customer satisfaction by reducing
     6. Installation of light sensors at various places for          the loading time of finished goods.
        on-off control of lights.                                 4) Auto unloader for big size glasses were put into
     7. Installation of energy efficient tube lights.                operation to increase manpower productivity.

     CONSUMPTION PER UNIT OF PRODUCTION                           FORM – C
     Automotive Glass Unit                                        RESEARCH & DEVELOPMENT
     Energy consumption per square meter of production            The R&D activities were focused more sharply on
     worked out to 15.16 KWH (14.98).                             increasing process efficiencies by way of automation and
                                                                  development.
     Float Glass Unit
     During the year under review, energy consumption per
                                                                  FORM - D
     sq. meter of production of float glass on 2mm thickness
     basis was as under :                                         FOREIGN EXCHANGE EARNINGS AND OUTGO
     •   Electricity consumption (KWH) 0.60 (0.64)                Foreign exchange outflow on account of import of capital
     •   Furnace oil consumption (Ltr.) 0.02 (0.02) and           goods, raw material & stores and spare parts amounted
                                                                  to Rs. 14,060.86 lakhs (Rs. 8,260.48 lakhs). Other
     •   LSHS consumption (Kg.) 1.02 (0.97)
                                                                  expenditure in foreign currency amounted to Rs.1022.16
                                                                  lakhs (Rs. 1,230.26 lakhs). Remittances in foreign
     FORM - B                                                     currency on account of dividends (net of taxes) amounted
     TECHNOLOGY ABSORPTION, ADAPTATION AND                        to Rs. 657.13 lakhs (Rs. 302.83 lakhs).
     INNOVATION                                                   FOB value of exports made during the year 2004-05 was
                                                                  Rs. 2,309.28 lakhs (Rs. 2,426.30 lakhs). Toughened and
     Automotive Glass Unit
                                                                  laminated glass made by the Automotive Glass Unit also
     Chennai Plant :                                              contributed in foreign exchange earnings as the glass is
     1. Installed state-of-the-art furnace for bending            fitted in vehicles exported by our OEM customers.
        complex shapes of glass.                                  (Figures in brackets pertain to previous year.)




40
Report on Corporate Governance at AIS is given below as required in terms of Clause 49 of the Listing Agreement of the




                                                                                                                                    Report on Corporate Governance
Stock Exchanges


1. Philosophy of Corporate Governance

   AIS’s philosophy on corporate governance envisages achieving highest standards of accountability, transparency
   and equity in all its spheres and in all its dealings with its stakeholders. AIS is committed to establish and diligently
   follow the highest standards of corporate governance in its pursuit of profitable growth and enhancement of
   shareholder value.

   AIS continues to follow procedures and practices in conformity with the Code of Corporate Governance as stipulated
   by SEBI.


2. Board of Directors

   The Board is at the core of the Company’s Corporate Governance practices. It approves and reviews strategy and
   oversees the actions and results of management, thereby ensuring the achievement of long term objectives of the
   Company.

   The Company is managed by the Managing Director & CEO and three Executive Directors.

   The Company believes that an active, independent and participative Board is a prerequisite to achieve and maintain
   the desired level of Corporate Governance. The composition of the Board conforms to this objective.

   Composition

   The Board of Directors at AIS has an optimum combination of executive, non executive and independent directors.
   The Board comprises of a total of nine Directors, out of which five Directors are Non-Executive Directors. The
   Company has a Non-Executive Chairman and more than one third of the total strength of the Board comprises of
   independent directors. The composition of the Board is being reviewed in terms of the Clause 49 of the Listing
   Agreement, which is revised and is required to be implemented by 31st December, 2005.

   Board Procedures

   Detailed agenda with explanatory notes and related information is circulated among the members of the Board in
   advance of each meeting. The meetings are usually held at AIS’s Corporate Office. Presentations are made to the
   Board covering major functions and activities and the requisite information is made available to the Board to
   ensure a transparent decision making process at the Board.

   Meetings & Attendance

   During the financial year, the Board of Directors of the Company met six times on 13th May, 2004, 30th July, 2004,
   11th September, 2004, 30th October, 2004, 3rd December, 2004 and 27th January, 2005. The maximum time gap
   between any two Board Meetings during the year was less than four months.




                                                                                                                               41
        The composition and categories of the Directors on the Board, their attendance at Board Meetings during the year
        and at the last Annual General meeting, as also the number of Directorships and Committee Memberships held by
        them in other Companies are given below :
        Name and                        Position                                No. of Board                Whether           Directorship      Committee
        Designation                                                              Meetings                   attended          in other          membership
        of the Directors                                                                                    Last              public            (Chairmanship)
                                                                          Held            Attended          AGM               limited           in other
                                                                                                                              companies         public limited
                                                                                                                              incorporated      companies
                                                                                                                              in India          incorporated
                                                                                                                                                in India
        Mr. B. M. Labroo,               Promoter/Non-                       6                5                Yes                  4                   2
        Chairman                        Executive Director
        Mr. Sanjay Labroo,              Promoter/                           6                6                Yes                  9                   2
        Managing Director               Executive Director
        & C.E.O.
        Mr. K. Miyazawa,                Promoter/                           6                5                Yes                  1                  Nil
        Technical Director              Executive Director
        Dr. S. Kapur,                   Independent/                        6                5                Yes                  9                 7(2)
        Director                        Non-Executive Director
        Mr. P. Kirschen,                Promoter/                           6                3                 No                 Nil                 Nil
        Director *                      Non-Executive Director
        Mr. A. Nandy,                   Promoter/                           6                4                Yes                  2                   2
        Director **                     Non-Executive Director
        Mr. G. Thapar,                  Independent/                        6                4                Yes                 10                 8(3)
        Director                        Non-Executive Director
        Mr. K. Yonamoto,                Promoter/                           6               Nil                No                 Nil                 Nil
        Director ***                    Non-Executive Director
        Mr. P. L. Safaya,               Independent/                        6                4                Yes                  1                  Nil
        Director & C.O.O.               Executive Director
        (Float)
        Mr. A. Singh,                   Independent/                        6                6                Yes                  3                  Nil
        Director & C.O.O.               Executive Director
        (Auto)
          * Appointed on 27th October, 2004
         ** Resigned w.e.f. 4th February, 2005 and in his place Mr. J. Khattar, Managing Director of Maruti Udyog Ltd. (MUL), was appointed Director w.e.f. 19th April,
            2005 as a nominee of MUL.
        *** Resigned w.e.f. 26th October, 2004

        None of the Directors is a member of more than ten Board-level committees, or a Chairman of more than five such
        committees, as required under the Listing Agreement.
     3. Committees of the Board
        Your Company has three Board Committees. These are :
        a) Audit Committee
        b) Remuneration Committee
        c) Shareholders’ / Investors’ Grievance Committee
        a) Audit Committee
           The Audit Committee of the Board of Directors has been constituted in conformity with the requirements of
           Section 292 A of the Companies Act, 1956 and Clause 49 of the Listing Agreement.




42
   The Audit Committee reviews, acts and reports to the Board of Directors with respect to :
   -   auditing and accounting matters, including the recommendation for appointment of auditors;
   -   integrity of the Company’s financial statements and the scope of annual audits;
   -   performance of the Company’s internal audit and control function, the auditors and accounting practices;
   -   such other matters as are mandated to the Audit Committee under provisions of Section 292 A of the
       Companies Act, 1956 and Clause 49 of the Listing Agreement.
   The Chairman of the Audit Committee is present at the Annual General Meeting to answer the queries of the
   shareholders.
   Composition:
   The Audit Committee comprises of three Non-Executive Directors. All the members of the Committee including
   the Chairman have adequate financial and accounting knowledge. The composition of the Audit Committee is
   as under :
   1) Dr. Surinder Kapur     - Chairman
   2) Mr. Jagdish Khattar    - Member
   3) Mr. Gautam Thapar      - Member
   Consequent upon the appointment of Mr. Jagdish Khattar, a nominee of Maruti Udyog Ltd., as Director on the
   Board of the Company in place of Mr. Amitava Nandy, the Audit Committee was reconstituted with effect from
   19th April, 2005 and Mr. Jagdish Khattar was inducted as a member of the Committee in place of Mr. Amitava
   Nandy.
   The Chief Operating Officer of the SBUs, the Chief Financial Officer, the Statutory Auditors and the Internal
   Auditors are permanent invitees to the Committee.
   Mr. Rajesh Mukhija, Head- Legal & Company Secretary acts as the Secretary to the Committee.
   Meetings & Attendance
   The Audit Committee met four times during the financial year on 11th May, 2004, 30th July, 2004, 30th October,
   2004 and 24th January, 2005. The attendance details of the members are as under :
   Name of the Director          Designation             No. of meetings             Number of meeting
                                                         held during                 attended during
                                                         the year                    the year
   Dr. Surinder Kapur            Chairman                4                           4
   Mr. Jagdish Khattar*          Member                  4                           Not Applicable
   Mr. Amitava Nandy*            Member                  4                           3
   Mr. Gautam Thapar             Member                  4                           4
    * Mr. Jagdish Khattar inducted as a member in place of Mr. Amitava Nandy w.e.f. 19th April, 2005.

b) Remuneration Committee
   The Remuneration Committee has been constituted to review and recommend to the Board the remuneration
   packages of the Managing Director and the Whole-Time Directors. Such recommendations are based on the
   overall performance and annual financial results of the Company.

   Composition
   The Remuneration Committee comprises of three Non Executive Directors and one Executive Director. The
   composition of the Remuneration Committee is as under :
   1) Mr. Gautam Thapar - Chairman
   2) Dr. Surinder Kapur - Member
   3) Mr. B.M. Labroo      - Member
   4) Mr. K. Miyazawa      - Member




                                                                                                                    43
        Mr. K. Miyazawa, Technical Director was inducted as a member of the Remuneration Committee w.e.f.
        30th October, 2004.

        Meetings & Attendance
        During the financial year, the Remuneration Committee met twice on 30th July, 2004 and 30th October, 2004.
        The attendance details of the members are as under:
        Name of the Director                 Designation   No. of meetings                                   Number of meeting
                                                           held during                                       attended during
                                                           the year                                          the year
        Mr. Gautam Thapar           Chairman               2                                                 2
        Dr. Surinder Kapur.         Member                 2                                                 2
        Mr. B. M. Labroo            Member                 2                                                 2
        Mr. K. Miyazawa*            Member                 2                                                 Not Applicable
        * Mr. K. Miyazawa was inducted as member w.e.f. 30th October, 2004

        Directors’ Remuneration
        The remuneration details of the Directors paid/payable for the financial year 2004-05 are as follows:
                                                                                                        (Amount in Rs.)
        Name of                       Sitting       Commission            Salary       Perquisites &             Total
        the Director                   Fees#          on profits                         Allowances
        Mr. B. M. Labroo                 1,40,000/-             2,00,000/-                  NA                      NA           3,40,000/-
        Mr. S. Labroo                           NA             98,80,014/-          10,21,680/-              9,08,810/-       1,18,10,504/-
        Mr. K. Miyazawa                         NA             65,86,676/-          87,31,373/-             15,61,707/-      1,68,79,756/-
        Dr. S. Kapur                     2,20,000/-             2,00,000/-                  NA                      NA           4,20,000/-
        Mr. P. Kirschen                    60,000/-             2,00,000/-                  NA                      NA           2,60,000/-
        Mr. A. Nandy*                    1,40,000/-             2,00,000/-                  NA                      NA           3,40,000/-
        Mr. G. Thapar                    2,00,000/-             2,00,000/-                  NA                      NA           4,00,000/-
        Mr. P. L. Safaya                        NA             54,88,896/-          15,18,375/-              2,52,024/-         72,59,295/-
        Mr. A. Singh                            NA              43,91,117/-          9,23,215/-             11,76,433/-        64,90,765/-
        None of the above Directors are related to each other, except Mr. Sanjay Labroo who is related to Mr. B.M. Labroo.
        * Resigned w.e.f. 4th February, 2005.
        #   Sitting fees include fees for the Board as well as the Committee meetings.
        #   Payment of commission to non Executive Directors is subject to approval of shareholders and the Central Government.

        Considering the performance of the Company, the Managing Director & C.E.O. proposed a voluntary cut of
        50% in the amount of commission payable to the Managing Director & C.E.O. and the Whole-Time Directors for
        the financial year 2004-05. The Remuneration Committee of the Company in its meeting held on 30th October,
        2004 considered and approved the proposal and made recommendation to the Board of Directors for its
        approval. The Board of Directors in its meetings held on 30th October, 2004 and 24th May, 2005 considered
        the proposal and the recommendation of the Committee and approved the same. Provision for commission
        payable to the Managing Director & CEO and the Whole-Time Directors for the financial year 2004-05 has been
        made accordingly.

     c) Shareholders’/Investors’ Grievance Committee
        The Shareholders’ / Investors’ Grievance Committee has been formed at AIS to look into the redressal of
        shareholder and investor complaints and other shareholder related issues. The Committee approves transfer,
        transmission of shares and issues like split, sub-division, consolidation of securities, issue of duplicate
        certificates, dematerialisation/ rematerialisation of shares, etc.




44
       Composition
       The Shareholders’/Investors’ Grievance Committee comprises of one Non Executive Director and two Executive
       Directors. The composition of the Committee is as under :
       1) Mr. B. M. Labroo              - Chairman
       2) Mr. Sanjay Labroo             - Member
       3) Mr. Arvind Singh              - Member

       Meetings & Attendance
       During the financial year, the Committee met 19 times to approve transfer, transmission, split, sub-division,
       consolidation of securities, issuance of duplicate share certificates, etc. and to take stock and expedite redressal
       of shareholder and investor grievances
       The attendance details of the members are as under:
       Name of the Director                 Designation                    No. of meetings             Number of meeting
                                                                           held during                 attended during
                                                                           the year                    the year
       Mr. B. M. Labroo                     Chairman                       19                          15
       Mr. Sanjay Labroo                    Member                         19                          19
       Mr. Arvind Singh                     Member                         19                          18

       Details of shareholders’ correspondence / complaints received and attended during the year
                                         Correspondence                                      Complaints               Total
                          Transfer of          Change of               Others       Non-receipt             Others
                            shares              address                             of dividend/
                                                                                  share certificates
       Received              2656                 1107                  3259            2262                 39       9323
       Attended              2656                 1107                  3234            2192                 38       9227
       Pending *              Nil                  Nil                   25              70                   1        96
       * Pending grievances/complaints have since been redressed.

4. Compliance Officer
   Mr. Tilak Sethi, Dy. Company Secretary has been designated as the Compliance Officer of the Company.

5. General Body Meetings
   The Twentieth Annual General Meeting of the Company would be held on Tuesday, 26th July, 2005 at 4.00 P.M.
   at FICCI Golden Jubilee Auditorium, Federation House, Tansen Marg, New Delhi-110 001.
   Date, time and venue of the last three Annual General Meetings are as follows:
   Financial Year          Date                                     Time           Venue
   2003-04                 30th July, 2004                          4.00 P.M.      FICCI Golden Jubilee Auditorium, Federation
                                                                                   House, Tansen Marg, New Delhi – 110 001
   2002-03                 30th September,2003                      4.00 P.M.      Auditorium- II, Siri Fort Auditorium Complex,
                                                                                   August Kranti Marg, New Delhi – 110 049
   2001-02                 13th September, 2002                     3.00 P.M.      Lakshmipat Singhania Auditorium, PHD
                                                                                   House, PHD Chamber of Commerce &
                                                                                   Industry, Opposite Asian Games Village,
                                                                                   New Delhi –110 016




                                                                                                                                   45
        There was no requirement for a postal ballot in the financial years 2003-04 and 2002-03. During 2001-02, a
        resolution relating to shifting of registered office of the Company from NCT of Delhi to the State of Haryana was
        proposed through postal ballot which was not approved.
        At the ensuing Annual General Meeting also, there is no resolution proposed to be passed through postal ballot.

        Procedure at Annual General Meeting
        The Company advocates and encourages the shareholders’ participation in the shareholders meeting. The Company
        ensures that the Notice of the Annual General Meeting along with the Annual Report of the Company is dispatched
        to the shareholders well in advance to enable them to participate in the meeting and frame and raise relevant
        issues pertaining to the functioning and future prospects of the Company. Any shareholder can propose a valid
        query by submitting the same to the Company prior to the meeting to enable the Company to compile the requisite
        information and reply the query.

     6. Disclosure Requirements
        a) Management Discussion and Analysis Report
           The Company has provided a detailed Management Discussion and Analysis Report in the Annual Report.
        b) Disclosures on materially significant related party transactions
           There have been no significant material related party transactions. The related party transactions are disclosed
           in the Note to Accounts in the Annual Report. All details relating to business transactions where Directors may
           have a potential interest are provided to the Board and the interested Directors neither participate in the
           discussions nor do they vote on such matters.
        c) Compliances by the Company
           The Company is in compliance with the various requirements of the Stock Exchanges, SEBI and other statutory
           authorities on all matters relating to capital markets.
           Pursuant to the technical scrutiny of the Annual Report of the Company for the FY 2000-01 carried out by the
           Office of Registrar of Companies, NCT of Delhi & Haryana (ROC), a notice was issued by the office of ROC, raising
           certain queries and seeking clarification thereon. The Company submitted a detailed reply to the issues highlighted
           in the said notice. Thereafter, the Company regularised the alleged technical defaults in the Balance Sheet for
           the FY 2002-03 and applied suo-moto for compounding of the offence(s) before the Hon’ble Regional Director,
           Northern Region, Kanpur. Taking cognizance, the Hon’ble Regional Director, vide its order dated 5th May, 2005,
           compounded the offence. The compounding fees has been deposited by the Company and the requisite documents
           have been filed with the Office of ROC for closure of the case.
           SEBI had launched adjudication proceedings against the Company for delay in making the disclosures as
           required under the provisions of Chapter II of the SEBI (Substantial Acquisition of Shares and Takeovers)
           Regulations, 1997. The adjudication proceedings have since been dropped pursuant to filing of requisite
           application by the Company under SEBI Regularisation Scheme, 2002.
        d) Disclosures regarding appointment or re-appointment of directors
           Appointment of Directors
           Mr. Jagdish Khattar and Mr. Pierre Kirschen have been appointed as Directors on the Board of Directors of the
           Company.
           Mr. Jagdish Khattar
           Mr. Jagdish Khattar, Managing Director, Maruti Udyog Ltd. has been nominated by Maruti Udyog Ltd. as a
           Director on the Board of Directors of the Company in place of Mr. Amitava Nandy, pursuant to the provisions of
           the Joint Venture Agreement amongst the promoter members and the Company.
           The Board of Directors has approved the appointment of Mr. Khattar as Additional Director of the Company
           with effect from 19th April, 2005 in terms of and in accordance with the provisions of Section 260 of the
           Companies Act, 1956 and Article 73 of the Articles of Association of the Company. Mr Khattar holds office upto
           the date of the ensuing Annual General Meeting and is proposed to be appointed as Director thereat.




46
Mr. Jagdish Khattar, aged 62 years, completed his Bachelor in Arts (with Honours) degree from St. Stephen’s
College and his LL.B. from University of Delhi. Mr. Khattar has been an officer of the Indian Administrative
Services and has more than 39 years of experience. Mr. Khattar joined Maruti Udyog Ltd. in July, 1993 and
served the Company in various positions. Mr. Khattar was appointed as the Managing Director of Maruti Udyog
Ltd. on 30th May, 2002.
Mr. Jagdish Khattar is also a member on the Board of J.J. Impex (Delhi) Pvt. Ltd., Maruti Countrywide Auto
Finance Services Pvt. Ltd., Citicorp Maruti Finance Ltd.
Mr. Pierre Kirschen
Asahi Glass Co., Ltd. had proposed the appointment of Mr. Pierre Kirschen, its representative from the Flat
Glass Company, as a Director on the Board of Directors of the Company in place of Mr. K. Yonamoto who
resigned with effect from 26th October, 2004.
The Board of the Directors in its meeting held on 30th October, 2004 considered and approved the appointment
of Mr. Pierre Kirschen as Director on the Board of Directors of the Company with effect from 27th October,
2004 in the casual vacancy caused due to the resignation of Mr. K. Yonamoto.
Mr. Pierre Kirschen, 50 years, is an Electrical and Mechanical Engineer from the University of Brussels (Belgium)
and also holds an MBA from the INSEAD in Fontainebleau (France). After holding various managerial positions
in Solvay, Baxter Travenol and Wiggins Teape, Mr. Kirschen joined Glaverbal (Belgium) in 1990 as Group
Controller and became Country Manager in Spain and Portugal in 1995. Mr. Kirschen was appointed Director
of Strategic Projects and Joint Ventures in 2002.
Mr. Pierre Kirschen is a member on the board of various foreign companies namely, Moustier 4, Borsky Stekolny
Zavod OAO, Glaverbel Klin LLC, Pedragosa, S.A., Glaverbel Iberica, S.A., Glapilk, A.I.E, Cristales Guadiola S.A.
Re-appointment of Directors
In terms of provisions of the Companies Act, 1956 and Article 70 of the Articles of Association, Dr. Surinder
Kapur and Mr. Arvind Singh will retire at the forthcoming Annual General Meeting of the Company, and being
eligible, offer themselves for re-appointment.
The existing tenure of Mr. Arvind Singh as Whole-time Director expires on 27th June, 2005. The Board of Directors
in its meeting held on 24th May, 2005 has, subject to the approval of the members of the Company, approved
the re-appointment of Mr. Arvind Singh as Whole-time Director for a further period of 5 years
w.e.f. 28th June, 2005. The necessary resolution for obtaining the approval of the members has been
incorporated in the notice of the forthcoming Annual General Meeting.
Brief particulars of the directors are given below:
Mr. Arvind Singh
Mr. Arvind Singh, aged 40 years, is an MBA from the International Management Institute, New Delhi and has over
20 years experience in corporate planning and business development functions. He has been working with the
Company since May, 1991. Mr. Singh was appointed as a Director on the Board of Directors of the Company on 28th
June, 2000 and designated as Director (Commercial) of the Company. Mr. Arvind Singh has been elevated to the
position of Director & COO of the Automotive Glass Unit of the Company with effect from 20th September, 2001.
Mr. Arvind Singh is also a Director on the Board of Asahi India Map Auto Glass Ltd., Shield Autoglass Ltd. and
AIS Glass Solutions Ltd.
Dr. Surinder Kapur
Dr. Surinder Kapur, aged 61 years, has done his Doctorate in Mechanical Engineering from Michigan State
University, USA. He holds an M.S. and B.S. in Engineering from USA. Dr. Surinder Kapur has promoted Sona
Koyo Steering Systems Limited (SONA) in 1984 and presently is the Chairman and Managing Director of SONA.
Dr. Surinder Kapur led Bharat Gears Ltd. as Managing Director for about 16 years.
Dr. Surinder Kapur was the President of the Automotive Component Association (ACMA) during 1992-93.
Consequent upon the distinguished contributions made by Dr. Surinder Kapur to the growth of Automobile
Industry, Dr. Surinder Kapur was elected as the Chairman of Confederation of Indian Industry (CII), Northern
Region (India) during 1993-94.




                                                                                                                    47
            Dr. Surinder Kapur has been associated with various other committees of CII.
            Dr. Surinder Kapur is also a Director on the Board of various Companies including Sona Koyo Steering Systems
            Ltd., Sona Okegawa Precision Forgings Ltd., Sona Somic Lemforder Components Ltd., Sona Cold Forgings
            Ltd., Sona Investment Ltd., Fuji Autotech France SAS, Mahindra Sona Ltd., Cosmo Films Ltd., Greaves Ltd. and
            Goetze(India) Ltd.
     7. Means of Communication
        a) Financial Results
           The Company’s quarterly, half-yearly and annual results as well as copies of the press releases and company
           presentations are displayed on the Company’s website at www.asahiindia.com
           The financial results of your Company are communicated to all stock exchanges where the Company is listed
           after they are approved by the Board of Directors of the Company. Besides, the results are published in leading
           English dailies like Economic Times, Business Standard, etc. and in a regional newspaper.
        b) Newsletters to shareholders
           The Company has been sending its financial & operational results and other relevant information regularly to
           all its shareholders through a half yearly newsletter from the Managing Director & C.E.O.
        c) Company’s Website
           The website of the Company, www.ashiindia.com, is regularly updated with the financial results, latest
           information and the press releases issued by the Company from time to time.
        d) Electronic Data Information Filing & Retrieval (EDIFAR)
           All information, statements and reports, in such manner and format as required under clause 51 of the Listing
           Agreement, are posted on the EDIFAR website namely, www.sebiedifar.nic.in maintained by National Informatics
           Centre, on-line, within such time as specified by SEBI.
     8. Insider Trading Rules
        In terms of the provisions of SEBI (Prevention of Insider Trading Regulations) 2002, as amended, the Company has
        formulated a “Code of internal procedure & conduct for prevention of insider trading” in shares of the Company.
        The Code lays down guidelines and advises the designated employees on procedures to be followed and disclosures
        to be made, while dealing in the shares of the Company.
     9. General Shareholder Information
        a) Annual General Meeting
           Date and Time                                   :   26th July, 2005 at 4.00 p.m.
            Venue                                          :   FICCI Golden Jubilee Auditorium, Federation
                                                               House, Tansen Marg,New Delhi – 110 001
        b) Financial Calendar (tentative)
            Financial Year                                 :   April – March
            Results for the First Quarter                  :   End July, 2005
            Results for the Second Quarter                 :   End October, 2005
            Results for the Third Quarter                  :   End January, 2006
            Annual Results                                 :   End April, 2006
        c) Date of Book Closure                            :   22nd July to 26th July, 2005 (Both days inclusive)
        d) Dividend                                        :   Final dividend of Rs. 1.50 /- per equity share (150%) on
                                                               7,99,63,793 equity shares of Re. 1/- each. The total dividend
                                                               inclusive of interim dividend works out to Rs. 2.50 per share
                                                               (250%) for the financial year 2004-05.
        e) Bonus Issue                                     :   Issue of 7,99,63,793 equity shares of Re. 1/- each by way of
                                                               bonus in the proportion of one equity share for every one
                                                               equity share held by the shareholders on the record date
                                                               to be fixed for the purpose.




48
f) Listed at                                                                             :   The Stock Exchange, Mumbai; National Stock Exchange; and
                                                                                             Calcutta Stock Exchange (being delisted voluntarily).
g) Listing Fees                                                                          :   The listing fee for the financial year 2005-06 has been paid
                                                                                             to the Stock Exchanges.
h) Stock Code                                                                            :   Mumbai Stock Exchange- 515030
                                                                                             National Stock Exchange- ASAHIINDIA
i) International Security                                                                :   INE439A01020 (equity shares)
   Identification No (ISIN)
j) Stock Market DataMonthly high and low quotations of shares (in Rs.) of Asahi India traded at BSE and NSE.
                                                                                  BSE                                                                 NSE
                                                              High                             Low                                   High                      Low
                    Apr –04                                 137.50                           120.00                             137.45                        120.00
                    May-04                                  130.00                            98.25                             130.00                        99.00
                    Jun-04                                  102.45                            80.65                             101.95                         81.10
                    Jul-04                                  109.95                            93.10                             112.00                         92.00
                    Aug-04                                  125.45                           101.00                             125.00                        101.00
                    Sep-04                                  131.50                           120.05                             131.50                        120.50
                    Oct-04                                  126.60                           114.50                             141.00                        111.00
                    Nov-04                                  142.00                           117.00                             142.25                        116.50
                    Dec-04                                  150.70                           130.00                             150.50                        131.00
                    Jan-05                                  175.00                           130.00                             165.60                        146.00
                    Feb-05                                  176.45                           157.10                             179.00                        150.10
                    Mar-05                                  190.00                           145.10                             190.00                        136.40
                    [Source: www.bseindia.com, www.nseindia.com]

k) Relative performance of AIS Share Price Vs BSE Sensex

                    200.00                                                                                                                                8000.00
                    180.00                                                                                                                                7000.00
Share Price (Rs.)




                    160.00
                                                                                                                                                          6000.00
                                                                                                                                                                    BSE Sensex
                    140.00
                    120.00                                                                                                                                5000.00
                    100.00                                                                                                                                4000.00
                     80.00                                                                                                                                3000.00
                     60.00
                                                                                                                                                          2000.00
                     40.00
                     20.00                                                                                                                                1000.00
                      0.00                                                                                                                                0.00
                                Apr-04

                                          May-04

                                                   Jun-04

                                                                Jul-04

                                                                         Aug-04

                                                                                    Sep-04

                                                                                             Oct-04

                                                                                                      Nov-04

                                                                                                                 Dec-04

                                                                                                                            Jan-05

                                                                                                                                        Feb-05

                                                                                                                                                 Mar-05




                                                            Share Price (BSE)                                  BSE Sensex


l) Registrar and Share Transfer Agents:
   *M/s. Intime Spectrum Registry Limited
   C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W),
   Mumbai-400 078.
   Tel.: +91-022-5555 5454, Fax: +91-022-5555 5353
                    *Appointed w.e.f. from 1st July, 2005




                                                                                                                                                                                 49
        m) Distribution of Shareholdings as on 31st March, 2005
            No. of equity                   No. of              %age of               No. of             %age of
            shares held                  shareholders         shareholders            shares           shareholding
            Upto 5000                       67062                 99.24              7896327               9.87
            5001-10000                       207                   0.31              1614433               2.02
            10001-20000                      104                   0.15              1555426               1.95
            20001-30000                       42                  0.06               1086069               1.36
            30001-40000                       30                  0.04               1104788               1.38
            40001-50000                       19                  0.03                901919               1.13
            50001-100000                      36                  0.05               2835615               3.55
            100001 and above                  82                   0.12             62969216              78.74
            Total                           67582                100.00             79963793             100.00
        n. Category of Shareholders as on 31st March, 2005
           Category                                                        No. of shares held    %age of shareholding
           A. Promoters’ Holding
              1 Promoters
                  Indian Promoters                                                 26,609,153                     33.28
                  Foreign Promoters                                                17,760,000                     22.21
              2 Persons Acting in Concert                                              95,970                      0.12
                  Sub-Total                                                        44,465,123                     55.61
            B. Non-Promoters’ Holding
               3 Institutional Investors
                  a. Mutual Funds and UTI                                           2,049,877                      2.56
                  b. Banks, Financial Institutions,                                   456,056                      0.57
                     Insurance Companies
                     (Central / State Gov. Institutions/
                     Non-Government Institutions)
                  c. FIIs                                                           1,507,947                      1.89
                  Sub-Total                                                        4,013,880                       5.02
               4 Others
                  a. Private Corporate Bodies                                       9,095,089                     11.37
                  b. Indian Public                                                 20,523,168                    25.67
                  c. NRIs / OCBs                                                    1,866,533                      2.33
                  d. Any Other                                                             NIL                      NIL
                  Sub-Total                                                       31,484,790                     39.37
                  GRAND TOTAL                                                     79,963,793                    100.00
        o) Dematerialisation of Shares
           The shares of the Company are in the compulsory demat segment and are available for trading in the depository
           systems of both the National Securities Depository Ltd. and Central Depository Services (India) Ltd. As on
           31st March, 2005, 3,41,92,076 equity shares of the Company, forming 42.76% of equity share capital of the
           Company, stand dematerialised.
     10. Compliance Report on Non-Mandatory Requirements
         a) Non-Executive Chairman of the Board
            The Company has a Non-Executive Chairman and is maintaining the Chairman’s office at its expense in
            accordance with the requirements of Listing Agreement.
         b) Remuneration Committee
            All the requirements relating to functioning of the Remuneration Committee have been complied with and the
            details are provided in the Annual Report.
         c) Shareholders Rights / Information
            Quarterly, Half-yearly and Annual Financial results as well as copies of the Press Releases and the Company
            Presentations were displayed on the Company’s website, i.e. www.asahiindia.com
         d) Postal ballot
            There are no items for approval through Postal Ballot during the year and hence this item is not applicable.




50
To the members of




                                                                                                                               Auditors’ Certificate on Corporate Governance
Asahi India Glass Ltd.,

We have examined the compliance of conditions of Corporate Governance by Asahi India Glass Ltd. for the year
ended on 31st March, 2005 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock
Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to procedures and implementations thereof adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements
of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations
made by the Directors and the management, we certify that the Company has complied with conditions of Corporate
Governance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievances are pending for a period exceeding one month against the Company, as per the
records maintained by the Shareholders/Investors’ Grievance Committee.

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



                                                                                             For Jagdish Sapra & Co.,
                                                                                              Chartered Accountants



Place : New Delhi                                                                                       Jagdish Sapra
Dated : 24th May, 2005                                                                                        Partner




                                                                                                                          51
                        To the Members,
Auditors’ Report




                        ASAHI INDIA GLASS LIMITED

                        1. We have audited the attached Balance Sheet of             report are in agreement with the books of
                           Asahi India Glass Limited as at 31st March, 2005,         account;
                           the Profit and Loss Account and the Cash Flow
                           Statement for the year ended on that date annexed      d) In our opinion, the Balance Sheet, Profit and
                           thereto. These financial statements are the               Loss Account and Cash Flow Statement dealt
                           responsibility of the Company’s management. Our           with by this report comply with the accounting
                           responsibility is to express an opinion on these          standards referred to in sub-section (3C) of
                           financial statements based on our audit.                  Section 211 of the Companies Act, 1956;

                        2. We conducted our audit in accordance with              e) On the basis of written representations
                           auditing Standards generally accepted in India.           received from the directors, as on 31st March,
                           Those standards require that we plan and perform          2005 and taken on record by the Board of
                           the audit to obtain reasonable assurance about            Directors, we report that none of the directors
                           whether the financial statements are free of              is disqualified as on 31st March, 2005 from
                           material misstatement. An audit includes                  being appointed as a Director in terms of
                           examining, on a test basis, evidence supporting           clause (g) of sub-section (1) of Section 274 of
                           the amounts and disclosures in the financial              the Companies Act, 1956 on the said date;
                           statements. An audit also includes assessing the
                           accounting principles used and significant             f) In our opinion and to the best of our
                           estimates made by management, as well as                  information and according to the explanations
                           evaluating the overall financial statement                given to us, the said accounts read together
                           presentation. We believe that our audit provides          with the Notes and Significant Accounting
                           a reasonable basis for our opinion.                       Policies thereon, give the information required
                                                                                     by the Companies Act, 1956, in the manner so
                        3. As required by the Companies (Auditors’ Report)           required and give a true and fair view in
                           Order, 2003 issued by the Central Government of           conformity with the accounting principles
                           India in terms of sub-section (4A) of Section 227         generally accepted in India :
                           of the Companies Act, 1956, we enclose in the
                           Annexure, a statement on the matters specified in        i. In the case of the Balance Sheet, of the
                           paragraphs 4 and 5 of the said Order.                       state of affairs of the Company as at
                                                                                       31st March, 2005;
                        4. Further to our comments in the Annexure referred
                           to above, we report that:                                ii. In the case of the Profit and Loss Account,
                                                                                        of the Profit of the Company for the year
                           a) We have obtained all the information and                  ended on that date; and
                              explanations, which to the best of our
                              knowledge and belief were necessary for the           iii. In the case of the Cash Flow Statement, of
                              purposes of our audit;                                     the cash flow for the year ended on that
                                                                                         date.
                           b) In our opinion, proper books of account as
                              required by law have been kept by the Company                               For Jagdish Sapra & Co.
                              so far as appears from our examination of                                     Chartered Accountants
                              those books;
                                                                                                                     Jagdish Sapra
                           c) The Balance Sheet, Profit and Loss Account       Place: New Delhi                             Partner
                              and Cash Flow Statement dealt with by this       Dated: 24th May, 2005                     M.No.9194




                   52
(Referred to in paragraph 3 of Auditors’ Report of even date)




                                                                                                                               Annexure to the Auditors’ Report
i.     a) The Company has maintained proper records                    c)   During the year the Company has taken
          showing full particulars, including                               unsecured loan from one company covered
          quantitative details and situation of fixed                       in the register maintained under Section
          assets.                                                           301 of the Companies Act, 1956. The
                                                                            maximum amount involved in the
       b) Verification of fixed assets is being
                                                                            transaction was Rs. 12 Crores and there
          conducted in a phased programme by the
                                                                            was no balance outstanding at the year
          management designed to cover all assets
                                                                            end as the said loan was repaid during the
          over a period of three years, which in our
                                                                            year.
          opinion is reasonable having regard to the
          size of the Company and the nature of assets.                d) In our opinion the rate of interest and other
          No material discrepancies were noticed on                       terms and conditions of loan taken by the
          such verification.                                              Company are not prima facie prejudicial to
       c)   The assets disposed off during the year are                   the interest of the Company.
            not significant and therefore do not affect the            e)   The Company is regular in repayment of
            going concern status of the Company.                            principal amount and interest on the above
ii.    a) The inventory has been physically verified                        loan.
          during the year by the management. In our
                                                                 iv.   In our opinion and according to the information
          opinion the frequency of verification is
                                                                       and explanations given to us, there are adequate
          reasonable.
                                                                       internal control procedures commensurate with
       b) In our opinion and according to the                          the size of the Company and nature of its
          information and explanations given to us,                    business with regard to purchases of inventory,
          the procedures of physical verification of                   fixed assets and for the sale of goods. There is
          inventories followed by the management are                   no sale of services during the year. During the
          reasonable and adequate in relation to the                   course of our audit we have not come across any
          size of the Company and the nature of its                    continuing failure to correct major weaknesses
          business.                                                    in internal controls.
       c)   On the basis of our examination of the               v.    a) According to the information and
            records of inventories, we are of the opinion                 explanations given to us, we are of the
            that the Company has maintained proper                        opinion that particulars of contracts or
            records of inventory and the discrepancies                    arrangements referred to in Section 301 of
            noticed on such verification between                          the Companies Act, 1956, have been entered
            physical stocks and book records were not                     in the register required to be maintained
            material.                                                     under that section.
iii.   a) There are no companies, firms or other
                                                                       b) According to the information and
          parties covered in the register maintained
                                                                          explanations given to us, no transactions
          under Section 301 of the Companies Act,
                                                                          were made in pursuance of contracts or
          1956 to which the Company has granted any
                                                                          arrangements entered in the register
          loans, secured or unsecured, as per
                                                                          maintained under Section 301 of the
          information and explanations given to us
                                                                          Companies Act, 1956 and exceeding the
          and register under Section 301 produced
                                                                          value of Rupees Five Lakhs in respect of any
          before us.
                                                                          party during the year.
       b) Since no loans were granted to parties
          covered in register under Section 301, Paras           vi.   In our opinion and according to the information
          4(iii) (b), (iii) (c) and (iii) (d) of the Order are         and explanations given to us the Company has
          not applicable to the Company.                               not accepted any deposits from the public within




                                                                                                                          53
           the meaning of Section 58A and 58AA of the                      have not been deposited on account of a
           Companies Act, 1956, the Rules framed there                     dispute are as follows:
           under and any relevant provisions of the
                                                                       Name of       Nature    Amount Forum
           Companies Act, 1956.
                                                                       the Statute   of dues     (Rs. where
                                                                                                Lakhs) the dispute
     vii. In our opinion, the internal audit functions carried
                                                                                                       is pending
          out during the year by a firm of Chartered
          Accountants appointed by the management have                 The Central   Excise     311.47 Supreme Court
          been commensurate with the size of the Company               Excise Act    Duty              Of India/Custom
          and nature of its business.                                                                  & Central Excise
                                                                                                       Settlement
     viii. We have broadly reviewed the books of account                                               Commission
           relating to materials, labour and other items of
                                                                       The Central   Excise    2,816.46 Appellate
           cost maintained by the Company for manufacture
                                                                       Excise Act    Duty               Authority upto
           of Automotive Glass pursuant to the Rules made
                                                                                                        Tribunal Level
           by the Central Government for maintenance of
           cost records under clause (d) of sub-section (1)            The Central   Excise     217.85 Commissioner
           of Section 209 of the Companies Act, 1956 and               Excise Act    Duty              Central Excise
           are of the opinion that prima facie the prescribed
                                                                       Income        Income     31.53   Commissioner
           accounts and records have been made and
                                                                       Tax Act       Tax                of Income Tax
           maintained. However, we are not required to and
                                                                                                        (Appeals)
           have not carried out any detailed examination of
           such accounts and records.                                  The Customs Custom      1,793.00 Deputy
                                                                       Act, 1962   Duty                 Commissioner
     ix.   a) According to the information and                                                          of Customs
              explanations given to us and the records of
                                                                       Gram          Gram      12.73    Civil Judge
              the Company examined by us, the Company
                                                                       Panchayat     Panchayat
              has been regular in depositing undisputed
                                                                       Act           Tax
              statutory dues, including Provident Fund,
              Investor Education and Protection Fund,
                                                                 x.    The Company has no accumulated losses as at
              Employees’ State Insurance, Income Tax,
                                                                       the end of the financial year. The Company has
              Sales Tax, Wealth Tax, Custom Duty, Excise
                                                                       not incurred cash losses during the current and
              Duty, Cess, Service Tax and other statutory
                                                                       the immediately preceding financial year.
              dues with the appropriate authorities during
              the year. We are informed that there are no        xi.   According to the records of the Company
              undisputed statutory dues as at the year                 examined by us and on the basis of information
              end, outstanding for a period of more than               and explanations given to us, the Company has
              six months from the date they became                     not defaulted in repayment of dues to banks.
              payable.                                                 The Company has not obtained any borrowings
                                                                       from any financial institutions or by way of
           b) According to the books of account and records
                                                                       debentures.
              as produced and examined by us in
              accordance with the generally accepted             xii. Based on our examination of documents and
              auditing practices in India there are no dues           records of the Company and as per information
              of Sales Tax, Wealth Tax, Service Tax and Cess          and explanations given to us, we are of the
              which have not been deposited on account of             opinion that the Company has not granted loans
              any dispute. The particulars of dues of Excise          and advances on the basis of security by way of
              Duty, Income Tax, Custom Duty and Gram                  pledge of shares, debentures and other
              Panchayat Tax as at 31st March, 2005 which              securities.




54
xiii. In our opinion the Company is not a chit fund or           raised on short term basis will be repaid by June,
      nidhi/mutual benefit fund/society and hence                2005 approximately.
      clause (xiii) of the Order is not applicable to the
                                                            xviii. According to the information and explanations
      Company.
                                                                   given to us no preferential allotment of shares has
xiv. In our opinion, the Company is not dealing in or              been made by the Company to parties and
     trading in shares, securities, debentures and                 companies covered in the register maintained
     other investments and hence clause (xiv) of the               under Section 301 of the Companies Act, 1956.
     Order is not applicable to the Company.                xix. According to the information and explanations
                                                                 given to us, no debentures have been issued by
xv. According to the information and explanations
                                                                 the Company during the year.
    given to us, the terms and conditions on which
    the Company has given guarantees for loans              xx. Based on our examination of books and records
    taken by others from banks are not prejudicial to           of the Company, no public issue was made by the
    the interest of the Company.                                Company during the year.

xvi. In our opinion and according to the information        xxi. During the course of our examination of the books
     and explanations given to us, no term loans were            of account carried out in accordance with the
     raised during the year. Hence para 4 (xvi) of the           generally accepted auditing practices in India, we
     Order is not applicable.                                    have not come across any instance of fraud on or
                                                                 by the Company nor have we been informed by
xvii. According to the information and explanations              the management of any such instance being
      given to us and on an overall examination of the           noticed or reported during the year.
      Balance Sheet of the Company, we report that the
      Company has used funds raised on short term                                         For Jagdish Sapra & Co.
      basis of Rs. 60 Crores for long term investment.                                      Chartered Accountants
      The Company has invested the funds for financing
      its project expansion plans. As informed by the                                                 Jagdish Sapra
      management, long term funds are being raised          Place: New Delhi                                 Partner
      for the expansion plans with which the funds          Dated: 24th May, 2005                         M.No.9194




                                                                                                                         55
Balance Sheet




                                                                                                                                        Rs. Lakhs
                                                                        Schedule        As At 31st March, 2005              As At 31st March, 2004
                     SOURCES OF FUNDS
                     1. Shareholders’ Funds
                        a) Share Capital                                       1       1,399.64                            2,194.81
                        b) Reserves and Surplus                                2      16,756.81     18,156.45          12,207.30        14,402.11
                     2. Loan Funds
                        a) Secured Loans                                       3      17,623.86                            5,761.22
                        b) Unsecured Loans                                     4     26,882.59      44,506.45          21,281.44        27,042.66
                        Total                                                                      62,662.90                            41,444.77
                     APPLICATION OF FUNDS
                     1. Fixed / Intangible Assets                              5
                        a) Gross Block                                                78,713.71                       67,898.00
                        b) Less : Depreciation and Amortisation                       43,105.70                        39,274.26
                        c) Net Block                                                  35,608.01                        28,623.74
                        d) Capital Work-in-progress                                   12,444.35     48,052.36              1,800.00     30,423.74
                     2. Investments                                         6                          577.61                              267.30
                     3. Current Assets, Loans and Advances
                        Current Assets                                         7
                        a) Inventories                                                11,683.38                       10,798.98
                        b) Sundry Debtors                                              7,449.37                            6,191.34
                        c) Cash and Bank Balances etc.                                   946.02                            1,208.38
                        d) Other Current Assets                                          756.40                             473.05
                        Loans and Advances                                  8          4,110.30                            2,150.93
                                                                                      24,945.47                       20,822.68
                        Less: Current Liabilities and Provisions            9
                        a) Liabilities                                                 9,260.21                            7,782.89
                        b) Provisions                                                  1,676.24                            2,321.92
                                                                                      10,936.45                        10,104.81
                        Net Current Assets                                                          14,009.02                           10,717.87
                     4. Miscellaneous Expenditure
                        (to the extent not written off or adjusted)                                     23.91                               35.86
                        (Refer Note No. 18, Schedule 14)
                        Total                                                                      62,662.90                            41,444.77
                     Significant Accounting Policies and Notes on Accounts 14
                     The Schedules referred to above form an integral part of the Balance Sheet


                     Per our report of even date                                                             On behalf of the Board of Directors
                     For Jagdish Sapra & Co.
                     Chartered Accountants

                     Jagdish Sapra                    B. M. Labroo             Sanjay Labroo             H. D. Daftary            Rajesh Mukhija
                     Partner                             Chairman       Managing Director &             Chief Financial             Head- Legal &
                     M. No. 9194                                       Chief Executive Officer                   Officer        Company Secretary

                     Place : New Delhi                Place : Gurgaon
                     Dated : 24th May, 2005           Dated : 24th May, 2005




                56
                                                                                                                     Rs. Lakhs




                                                                                                                                        Profit and Loss Account
                                                                                    Year Ended                      Year Ended
                                                    Schedule                  31st March, 2005                31st March, 2004
INCOME
Turnover and Inter Division Transfers                             69,152.69                            58,841.51
Less : Inter Division Transfers                                    1,546.35                             2,286.61
Turnover                                                          67,606.34                            56,554.90
Less : Excise Duty and Education Cess                              8,738.58                             7,570.18
Net Turnover                                                                        58,867.76                        48,984.72
Other Income                                            10                             740.78                         1,485.34
                                                                                    59,608.54                        50,470.06
EXPENDITURE
Materials and Manufacturing                             11                          32,452.31                        25,970.38
Personnel                                               12                           3,827.03                         3,608.58
Selling, Administration and Others                      13                          10,759.11                         7,933.28
Deferred Revenue Expenditure Written Off                                                11.95                           129.38
Depreciation and Amortisation                                                        4,031.93                         5,005.70
                                                                                    51,082.33                        42,647.32
Profit Before Tax                                                                    8,526.21                         7,822.74
Less : Provision for Taxation
       Current Tax                                                                    670.00                            595.00
       Deferred Tax                                                                        —                                 —
Profit After Tax                                                                     7,856.21                         7,227.74
Add : Excess Provision of Income Tax Written Back                                          —                             10.78
Less : Income / Wealth Tax Paid for Earlier Years                                        8.16                                —
Less : Prior Period Adjustments                                                         27.96                            63.56
Balance Brought Forward                                                                753.15                           654.42
Profit Available for Appropriation                                                   8,573.24                         7,829.38
APPROPRIATIONS
Interim Dividend on Equity Shares                                                      799.64                                 —
Dividend on Preference Shares                                                           38.34                                 —
Proposed Dividend
    Equity Shares                                                                    1,199.46                          1,799.19
    Preference Shares                                                                    0.06                             41.24
Corporate Dividend Tax                                                                 277.75                            235.80
General Reserve                                                                      5,955.33                         5,000.00
Balance Carried to Balance Sheet                                                       302.66                            753.15
                                                                                     8,573.24                         7,829.38
Basic and Diluted Earnings Per Share in Rs.                                              9.73                              8.91
(Refer Note 17, Schedule 14)
Significant Accounting Policies and Notes on Accounts 14
The Schedules referred to above form an integral part of the Profit and Loss Account

Per our report of even date                                                                  On behalf of the Board of Directors
For Jagdish Sapra & Co.
Chartered Accountants

Jagdish Sapra                    B. M. Labroo               Sanjay Labroo                H. D. Daftary         Rajesh Mukhija
Partner                             Chairman         Managing Director &                Chief Financial          Head- Legal &
M. No. 9194                                         Chief Executive Officer                      Officer     Company Secretary

Place : New Delhi                Place : Gurgaon
Dated : 24th May, 2005           Dated : 24th May, 2005




                                                                                                                                   57
Schedules to the Accounts




                                                                                                                                                     Rs. Lakhs
                                                                                                     As At 31st March, 2005             As At 31st March, 2004
                                 SCHEDULE 1 : SHARE CAPITAL
                                 Authorised
                                  15,00,00,000 Equity Shares of Re. 1 each                                          1,500.00                          1,500.00
                                      6,00,000 Preference Shares of Rs. 100 each                                      600.00                            600.00
                                     90,00,000 Preference Shares of Rs. 10 each                                       900.00                            900.00
                                                                                                                    3,000.00                          3,000.00
                                 Issued, Subscribed and Paid Up
                                   7,99,63,793 (7,99,63,793) Equity Shares
                                                  of Re. 1 each fully paid *                                          799.64                            799.64
                                      6,00,000 (6,00,000) 0.01% Non-Cumulative
                                                  Redeemable Preference Shares
                                                  of Rs. 100 each fully paid **                                       600.00                            600.00
                                              Nil (79,51,724) 10% Cumulative, Redeemable,
                                                  Non Convertible Preference Shares
                                                  of Rs. 10 each fully paid ***                                            —                             795.17
                                                                                                                    1,399.64                           2,194.81


                                   * Of the above 5,55,00,000 Shares are after sub division of 55,50,000 Shares of the face value of Rs. 10 each allotted as
                                    fully paid Bonus Shares by capitalisation of General Reserve.
                                  ** The above shares are to be redeemed as follows :-
                                    Rs. 500 Lakhs to be redeemed on 23rd November, 2007.
                                    Rs. 100 Lakhs to be redeemed on 26th March, 2008.
                                 *** The above shares were redeemed on 23rd , September, 2004.




                            58
                                                                                                                    Rs. Lakhs
                                                                    As At 31st March, 2005            As At 31st March, 2004
SCHEDULE 2 : RESERVES AND SURPLUS
Amalgamation Reserve
As per last Balance Sheet                                           636.62                           1,431.79
Less : Transferred to Capital Redemption Reserve                          —         636.62             795.17         636.62
Capital Reserve
As per last Balance Sheet
Central Investment Subsidy                                            15.00                             15.00
D. G. Set Subsidy                                                      6.50                              6.50
Capital profit on reissue of forfeited shares                          0.86           22.36              0.86             22.36
Capital Redemption Reserve
As per last Balance Sheet                                            795.17                                —
Add : Transferred from Amalgamation Reserve                               —          795.17            795.17             795.17
General Reserve
As per last Balance Sheet                                        10,000.00                          5,000.00
Add : Transferred from Profit and Loss Account                     5,955.33                         5,000.00
Less : Accumulated Impairment Losses as at 1st April, 2004           955.33      15,000.00                 —       10,000.00
Surplus in Profit and Loss Account                                                  302.66                                753.15
                                                                                 16,756.81                         12,207.30




SCHEDULE 3 : SECURED LOANS
Banks
Working Capital                                                   15,191.87                          3,046.24
Foreign Currency Term Loans                                           84.69      15,276.56            284.40         3,330.64
Others
Loan from Distt. Industries
Centre Government of Haryana ( Interest Free)                                      2,347.30                          2,430.58
                                                                                 17,623.86                           5,761.22
Note :
The above loans are secured by first charge on immovable assets of the Company by way of equitable mortgage and
hypothecation of movable fixed assets. Working capital loans are further secured by first charge on current assets both
present and future ranking pari-pasu interse.




SCHEDULE 4 : UNSECURED LOANS
Short Term / Bridge Loans From Banks                                               6,001.15                           400.00
From Others-Foreign Currency Loan ( Interest Free)                               20,881.44                         20,881.44
                                                                                 26,882.59                          21,281.44




                                                                                                                                   59
                                                                                                                                              Rs. Lakhs
     SCHEDULE 5 : FIXED/INTANGIBLE ASSETS
                                                      Gross Block                          Depreciation / Amortisation                 Net Block
                                         As At       Addi-    Deduc-       As At       As At    For the      On           As At       As At        As At
     Description
                                     1st April,      tions     tions 31st March,   1st April,      Year Deduc- 31st March, 31st March, 31st March,
                                         2004                              2005        2004                tions          2005        2005         2004
     Fixed Assets
     Freehold Land                      96.39      755.55           —     851.94          —          —        —              —      851.94         96.39
     Leasehold Land                   1,418.53      46.19           —   1,464.72     131.37       15.67       —          147.04    1,317.68     1,287.16
     Buildings                       8,726.68     1,901.52          — 10,628.20    2,308.70      342.13       —     2,650.83       7,977.37    6,417.98
     Plant and Machinery            47,227.23 7,060.64        236.72 54,051.15     31,157.54 2,995.97     137.92   34,015.59 20,035.56 16,069.69
     Electrical Installations
     and Fittings                    6,424.20      899.97      83.28    7,240.89    3,151.34    359.91     51.15    3,460.10       3,780.79    3,272.86
     Furniture and Fixtures            410.62       121.71      4.49     527.84      260.65       53.13     0.76         313.02     214.82       149.97
     Miscellaneous Assets            1,667.02      227.70      32.10    1,862.62    886.04       154.64    22.36    1,018.32        844.30       780.98
     Vehicles                          466.86       122.21     32.95      556.12     200.81      63.25     22.43         241.63     314.49       266.05
                                    66,437.53 11,135.49       389.54 77,183.48 38,096.45 3,984.70 234.62           41,846.53      35,336.95 28,341.08
     Intangible Assets
     Computer Software                 330.52       63.55           —    394.07       56.63      77.84        —          134.47     259.60       273.89
     Licence Fee                      1,114.57          —           —   1,114.57    1,114.57         —        —      1,114.57            —            —
     E Mark Charges                     15.38         6.21          —      21.59        6.61       3.52       —           10.13       11.46         8.77
                                     1,460.47       69.76           —   1,530.23    1,177.81      81.36       —     1,259.17        271.06       282.66
     Total                          67,898.00 11,205.25       389.54 78,713.71 39,274.26 4,066.06 234.62           43,105.70      35,608.01 28,623.74
     Previous Year                   66,753.11    2,146.74   1,001.85 67,898.00 34,362.48 5,001.93         90.15   39,274.26      28,623.74           —
     Capital Work In Progress
     (Including Capital Advances)                                                                                                 12,444.35    1,800.00


     Notes :
     a) Deductions from fixed assets include Rs. 1.45 Lakhs (Previous year Rs. 819.68 Lakhs) being decrease in rupee liability in respect of
         fluctuations in foreign currency rates.
     b) Addition to fixed assets include Rs. 31.19 Lakhs (Previous year Rs. 241.18 Lakhs) being transfer stamp duty on assets taken over on
         amalgamation of erstwhile Floatglass India Ltd.
     c) Buildings include Rs. 114.78 Lakhs (Previous year Rs. 114.78 Lakhs) being cost of ownership flats and also include 30 shares (Previous
         year 30 shares) of face value of Rs. 50 each received/to be received under the bye laws of the Co-operative Societies.




60
                                                                                                                  Rs. Lakhs
                                                                   As At 31st March, 2005            As At 31st March, 2004
SCHEDULE 6 : INVESTMENTS                                            Quoted       Unquoted            Quoted       Unquoted
A. Long Term - Non Trade
   In Government Securities
   National Saving Certificates *                                        —            0.05                   —        0.05
   Kisan Vikas Patra                                                     —               —                   —        0.05
   In 5 Shares of Taloja CETP Co-operative Society Limited               —            0.01                   —        0.01
   In Units
   Morgan Stanley Growth Fund
   1,50,000 units of Rs. 10 each                                     15.00               —                15.00          —
   In Equity Shares-Fully Paid Up
   Bata India Limited
   5,000 equity shares of Rs. 10 each                                    —               —                13.69          —
   (sold during the year)
   Samtel Color Limited
   41,600 equity shares of Rs. 10 each                               36.84               —               36.84           —
   Jai Parabolic Limited
   2,00,000 equity shares of Rs. 10 each                             44.22               —               44.22           —
   Trade
   AIS Welkin Auto Glass Services Limited
   3,49,965 (2,49,965) equity shares of Rs. 10 each                      —           35.00                   —       25.00
   (1,00,000 equity shares purchased during the year)
   Asahi India Map Auto Glass Limited
   1,00,000 equity shares of Rs. 10 each                                 —          191.50                   —      191.50
   Subsidiary Company
   AIS Glass Solutions Limited
   25,49,940 equity shares of Rs. 10 each                                —          254.99                   —           —
   (purchased during the year)


B. Current Investments
   In Units of Mutual Funds
   Non Trade - Quoted
   Tempelton India Treasury Management
   Account Regular Plan - Growth
   75168.467 Nos. of units purchased and redeemed
   during the year                                                       —               —                   —           —
                                                                     96.06          481.55               109.75     216.61
   Total                                                                            577.61                          326.36
   Less: Diminution in value                                                             —                           59.06
                                                                                    577.61                          267.30
Aggregate value of quoted investments - Market value Rs. 121.96 Lakhs (Previous year Rs. 61.18 Lakhs).
* Pledged with Sales Tax Authorities.




                                                                                                                              61
                                                                                                               Rs. Lakhs
                                                                          As At 31st March, 2005   As At 31st March, 2004
     SCHEDULE 7 : CURRENT ASSETS
     Inventories* (As taken, valued and certified by Management)
     i. Stores, Spare parts etc.                                                       2,749.09                 1,600.39
     ii. Raw Materials                                                                 3,809.75                 3,238.80
     iii. Finished and Traded Goods                                                    4,320.55                 5,637.57
     iv. Waste                                                                            70.49                     9.32
     v. Work in Process                                                                  733.50                   312.90
                                                                                      11,683.38                10,798.98
     Sundry Debtors (Considered good except where provided for)
     Secured
        Over Six Months                                                      7.03                                   6.21
        Others                                                             547.37        554.40                   197.20
     Unsecured
        Over Six Months                                                    425.05                                 394.03
        Others                                                           6,764.71      7,189.76                 5,895.80
                                                                                       7,744.16                 6,493.24
           Considered Good                                 7,449.37                                6191.34
           Considered Doubtful                               294.79                                301.90
     Less : Provision for Doubtful debts                                                 294.79                   301.90
                                                                                       7,449.37                 6,191.34
     Cash and Bank Balances etc.
     Cash in Hand (As certified)                                                           6.43                     1.76
     Cheques in Hand / Remittances in Transit                                              0.48                     0.01
     Balance with Post Office in Saving Account                                            0.10                     0.10
     Balances with Scheduled Banks
        In Current / Cash Credit Accounts                                                806.83                   894.07
        In Deposit Account                                                                 0.50                   281.00
        In Dividend Warrant Account                                                      131.68                    31.44
                                                                                         946.02                 1,208.38
     Other Current Assets (Unsecured considered good)
     Interest Accrued on Investments                                                         —                      0.05
     Impaired Fixed Assets for Disposal                                                   92.27                        —
     Deposits with Government and others                                                 664.13                   473.00
                                                                                         756.40                   473.05

     * Include in Transit Rs. 1,103.05 Lakhs (Previous year Rs. 506.06 Lakhs).




62
                                                                                                                 Rs. Lakhs
                                                                   As At 31st March, 2005           As At 31st March, 2004
SCHEDULE 8 : LOANS AND ADVANCES
(Unsecured considered good)
Loans (Including interest accrued)                                                 188.40                          162.99
Advances
Advances recoverable in cash or in kind
or for value to be received and/or adjusted                                      2,127.93*                        1,344.26
Balance with Excise Authorities                                                  1,793.97                           643.68
                                                                                 4,110.30                         2,150.93
* Include Rs. 33.21 Lakhs to AIS Glass Solutions Ltd.- a Subsidiary Company

SCHEDULE 9 : CURRENT LIABILITIES AND PROVISIONS
Current Liabilities
Acceptances                                                                         61.97                           311.49
Sundry Creditors
    Dues to Small Scale Industrial Undertakings                                     42.22                             5.18
    Others *                                                                     7,541.39                        5,166.01
Advances from Customers                                                            325.78                          337.35
Investor Education and Protection Fund **                                          131.70                            31.41
Other Liabilities *                                                              1,120.49                        1,928.46
Interest Accrued but not due on loans                                               36.66                            2.99
                                                                                 9,260.21                        7,782.89
Provisions
Taxation (Net of taxes paid)                                                        84.12                            63.02
Proposed Dividend on Preference Shares                                               0.06                            41.24
Proposed Dividend on Equity Shares                                               1,199.46                         1,799.19
Dividend Tax                                                                       168.23                           235.80
Provisions for Gratuity, Superannuation and Leave Encashment *                     224.37                           182.67
                                                                                1,676.24                          2,321.92
* Include Rs. 295.12 Lakhs due to Managing and other Directors (Previous year Rs. 503.27 Lakhs).
** Shall be credited by unpaid dividend, unpaid share application money and interest accrued on above, if any.
                                                                               Year Ended                       Year Ended
                                                                         31st March, 2005                 31st March, 2004
SCHEDULE 10 : OTHER INCOME
Interest [Tax deducted at source
Rs. 8.52 Lakhs (Previous year Rs. 8.99 Lakhs)]                                      49.45                           44.91
Miscellaneous Income                                                               200.23                          175.57
Rent Received                                                                        1.81                            2.58
Profit on Sale of Fixed Assets (Net)                                                   —                            22.06
Profit on Sale of Long Term Investments                                              0.18                            3.82
Profit on Sale of Current Investments                                                2.90                               —
Diminution in Value of Investments Reversed                                         48.02                           58.42
Exchange Rate Fluctuations (Net)                                                   385.27                        1,025.00
Liabilities and Provisions Written Back                                             48.80                          148.23
Dividend on Long Term Investments - Non Trade (Gross)                                4.12                            4.75
                                                                                   740.78                        1,485.34




                                                                                                                             63
                                                                                              Rs. Lakhs

                                                                   Year Ended                Year Ended
                                                             31st March, 2005          31st March, 2004
     SCHEDULE 11 : MATERIALS AND MANUFACTURING
     Raw Materials Consumed
     Opening Stock                                    3,238.80                   2,459.36
     Add : Purchases                                  17,638.92                 14,934.68
                                                      20,877.72                 17,394.04
     Less : Sales                                        80.94                     24.05
     Less : Closing Stock                              3,809.75    16,987.03    3,238.80      14,131.19
     Purchases of Finished Goods                                      396.56                    133.22
     Manufacturing Expenses
     Power, Fuel, Water and Utilities                               8,694.27                  7,146.00
     Stores and Spares etc. Consumed                                3,208.05                  3,088.55
     Miscellaneous Expenses                                           757.33                    639.04
     Repairs and Maintenance
        Plant and Machinery                            1,389.96                  1,275.32
        Building                                        183.86       1,573.82     258.68       1,534.00
     Add / (Less) : Decrease / (Increase) in Stocks
     Opening Stock
        Finished and Traded Goods                      5,637.57                  4,933.81
        Work in Process                                 312.90                    318.49
        Waste                                              9.32                      5.87
                                                       5,959.79                  5,258.17
     Closing Stock
        Finished and Traded Goods                      4,320.55                  5,637.57
        Work in Process                                  733.50                   312.90
        Waste                                            70.49                       9.32
                                                       5,124.54       835.25     5,959.79      (701.62)
                                                                   32,452.31                 25,970.38


     SCHEDULE 12 : PERSONNEL
     Salaries, Wages and Bonus                                      2,914.74                  2,869.84
     Recruitment and Training Expenses                                 43.85                      36.71
     Welfare Expenses                                                 596.67                    472.60
     Contribution to Provident and Other Funds                        271.77                    229.43
                                                                    3,827.03                  3,608.58




64
                                                                                                                             Rs. Lakhs

                                                                                       Year Ended                          Year Ended
                                                                                 31st March, 2005                    31st March, 2004
SCHEDULE 13 : SELLING, ADMINISTRATION AND OTHERS
Advertisement (Net)                                                                         744.36                               521.18
Packing and Forwarding                                                                    5,656.38                            3,818.53
Commission Paid                                                                             390.72                              350.32
Royalty                                                                                     619.17                              548.02
Cash Discount                                                                               446.82                              266.46
Interest
   On Fixed Loans                                                             2.48                              47.89
   Others                                                                   313.10          315.58             194.58           242.47
Bank Charges                                                                                  91.41                              96.73
Travelling and Conveyance                                                                   453.69                              454.49
Rent                                                                                        206.00                              192.07
Rates and Taxes                                                                               90.51                              67.30
Insurance                                                                                   164.49                              136.80
Auditors Remuneration                                                                         15.68                               14.48
Repairs and Maintenance-Others                                                              130.16                               111.95
Miscellaneous Expenses                                                                    1,406.27                            1,072.86
Loss on Sale of Long Term Investments                                                            —                                 0.11
Loss on Sale of Fixed Assets (Net)                                                            14.82                                  —
Director’s Sitting Fee                                                                         7.60                                4.10
Provision for Doubtful Debts                                                                     —                                13.33
Bad Debts and Miscellaneous Balances Written Off (Net)                                         5.45                              22.08
                                                                                         10,759.11                            7,933.28


SCHEDULE 14 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
1. Significant Accounting Policies
    a) Basis of Accounting
           The accounts have been prepared to comply in all material aspects with applicable accounting principles in India, the
           Accounting Standards issued by the Institute of Chartered Accountants of India and relevant provisions of the Companies
           Act, 1956.
    b) Fixed Assets
           Fixed assets are stated at cost (net of CENVAT wherever applicable) less accumulated depreciation. Cost is inclusive of
           freight, duties and levies and any directly attributable cost of bringing the assets to their working conditions for intended
           use but excludes recoveries.
    c) Depreciation/Amortisation
           i.   Depreciation on fixed assets is provided on written down value method in Automotive Glass SBU and on straight
                line method in Float Glass SBU at the rates and in the manner provided in Schedule – XIV to the Companies Act,
                1956.
           ii. Leasehold land is depreciated over the period of lease.
           iii. The depreciable amount of intangible asset is allocated over its useful life. Computer Software and E-mark charges
                are amortised over a period of five years proportionately when such assets are available for use.
           iv. Assets costing less than Rs. 5000/- each are depreciated fully in the year of purchase.




                                                                                                                                           65
     d) Inventories
        Inventories are valued at lower of cost or net realisable value except waste which is valued at estimated realisable
        value as certified by the Management. The basis of determining cost for various categories of inventories are as follows:
          Stores, spare parts and raw material           Weighted average cost (except stores segregated for specific purposes
                                                         and in transit valued at their specific costs).
          Work in process and finished goods             Material cost plus proper share of production overheads and excise duty
                                                         wherever applicable.

     e) Revenue Recognition
        Domestic and export sales are recognised on despatch of goods from the factory and port respectively. Sales are recorded
        net of rebate, trade discounts, sales tax, returns and transit insurance claims short received.

     f)   Retirement Benefits
          The Company’s contribution to Provident Fund and Family Pension Fund is charged to the Profit and Loss Account.
          The Company has schemes of Superannuation Fund and Gratuity Fund towards retirement benefits. The Gratuity and
          Superannuation Fund benefits are administered by Trusts and through the Group Schemes of the Life Insurance
          Corporation of India. Company’s contributions are charged to Profit and Loss Account.
          Provision for leave encashment benefit on retirement is made on the basis of actuarial valuation at the year end.

     g) Government Grants
        Central Investment Subsidy is treated as Capital Reserve. Export incentives are credited to Profit and Loss Account.

     h) Foreign Exchange Transactions
        Transactions in foreign currencies are recorded at the exchange rates prevailing at the date of the transactions.
          Current assets, current liabilities and loans denominated in foreign currencies and outstanding at year end are translated
          at the rates prevailing on the date of the Balance Sheet and resultant exchange loss/gain and also the realised exchange
          loss/gain are dealt in Profit and Loss Account. However, the exchange loss/gain on liabilities incurred and foreign
          currency loans utilised for acquisition of fixed assets is adjusted to the carrying cost of fixed assets.
          Where forward contracts are entered into, the difference between the forward rate and exchange rate on the date of
          transaction is recognised as income/expense over the life of the contract. Profit/Loss on cancellation or renewal of
          forward contracts is recognised as income/expense for the period.

     i)   Borrowing Costs
          Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of
          the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its
          intended use. All other borrowing costs are charged to revenue.

     j)   Deferred Revenue Expenditure
          Expenses incurred on amalgamation before 1st April, 2003 including filing fees paid for increase in authorised capital
          are considered as deferred revenue expenditure and written off over a period of five years.

     k) Intangible Assets
        Intangible assets are stated at cost less accumulated depreciation. Intangible assets are recognised at cost which
        comprises of purchase price (including taxes and duties, if any) and any directly attributable expenditure on making
        the assets ready for their intended use.

     l)   Investments
          Investments are classified into current and long term investments. Long term investments are stated at cost. However
          diminution in value other than temporary is provided. The Profit/Loss arising on account of sales is recognised in the
          Profit and Loss Account. The reduction in carrying amount is reversed when there is a rise in the value of investments or
          if the reasons for the reduction no longer exist. Current investments are stated at lower of cost and fair value.

     m) Taxation
        Provision for current tax is computed as per estimated ‘Total Income’ returnable under the Income Tax Act, 1961 taking
        into account available deductions, exemptions and carried forward losses.




66
        Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference between
        taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent
        periods. Deferred tax is not recognised on unabsorbed depreciation and carry forward of losses unless there is virtual
        certainty and convincing evidence that there will be sufficient future taxable income available to realise such assets.

    n) Contingent Liabilities
       Contingent liabilities are disclosed after a careful evaluation of the facts and legal aspects of the matter involved.

    o) Prior Period Items
       Income and Expenses which arise in the current year as a result of errors or omissions in the preparation of financial
       statements of one or more prior periods are shown as Prior Period Adjustments.

    p) New Project Expenses
       Salaries and related costs, travel and other direct costs relating to new projects incurred prior to their commencement
       of operation which are in the process of implementation are capitalised. Project expenses are allocated to respective
       fixed assets on completion of the project i.e. when it is ready for commercial production. Specific items of indirect
       expenditure that can be identified for any particular asset are allocated directly to related assets heads. Where such
       direct allocation is not possible, allocation is made on the basis of method most appropriate to a particular case.

    q) Impairment of Assets
       After a careful evaluation of the assets, the Company identifies impairment of assets i.e. the amount by which carrying
       amount of assets exceed their recoverable value which is dealt with in the following manner:-
        i.   Accumulated impairment losses prior to Accounting Standard (AS) - 28 becoming mandatory are adjusted against
             opening balance of revenue reserves.
        ii. Impairment losses arising after 1st April, 2004 are recognised as an expense in the profit and loss account.

    r) Other Accounting Policies
       These are consistent with generally accepted accounting practices.

Notes on Accounts

2. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 23,099.47 Lakhs
   (Rs. 350.67 Lakhs) (net of advances).

3. Contingent Liabilities not provided for :                                                                          Rs. Lakhs
                                                                     As At 31st March, 2005              As At 31st March, 2004
    a) Bank guarantees and letters of credit outstanding                           19,983.89                             657.80
    b) Claims against the Company not acknowledged as debts
        i.   Disputed excise and custom duty
             (including referred in Note No. 10)                                     5,138.78                           1,940.04
        ii. Disputed income tax demands                                                 31.53                              10.55
        iii. Others                                                                     12.73                                   —

4. Payment to auditors :
    a) Statutory Audit                                                                  14.00                              11.40
    b) Limited review of unaudited results                                                1.50                              1.25
    c) Certification charges                                                             0.37                               0.12
    d) Out of pocket expenses                                                            0.72                               1.66
    e) Service Tax                                                                       0.09                               0.95

5. In the opinion of the Board, all the current assets, loans and advances have a value on realisation in the ordinary course of
   business atleast equal to the amount at which they are stated in the Balance Sheet.

6. Loans given, some of the Current Liabilities, Sundry Debtors and Advances are subject to confirmation/reconciliation.




                                                                                                                                    67
     7. Profit/Loss on sale of raw materials and claims against suppliers short received stand adjusted in respective consumption
        accounts.
     8. Prior period adjustments consist of :                                                                                  Rs. Lakhs
                                                                                             2004-05                            2003-04
         i.     Depreciation short/(excess) provided                                            23.38                              (4.21)
         ii.    Rates and Taxes                                                                  1.58                              56.27
         iii.   Other expenses of earlier years                                                 36.96                               11.50
         iv.    Income of earlier year                                                        (33.96)                                  —
                                                                                                27.96                              63.56

     9. Purchases of raw materials during the year are net of quality claims against the suppliers including claims of
        Rs. 411.12 Lakhs (Rs. 104.95 Lakhs) yet to be settled. Adjustment for difference, if any, will be made in accounts on finalisation
        of the claims.

     10. a) In the previous year, in Auto SBU of the Company, Custom and Central Excise Settlement Commission settled Excise
            Duty Liability at Rs. 367.86 Lakhs (Rs. 367.86 Lakhs) (excluding interest) out of which the Company accepted liability of
            Rs. 56.39 Lakhs (Rs. 56.39 Lakhs) and paid the same along with interest of Rs. 20.12 Lakhs (Rs. 20.12 Lakhs). Against
            the balance liability Civil Writ Petition was accepted by High Court of Delhi against the payment of Rs. 1 Crore
            (Rs. 1 Crore) (included in Advances - Schedule 8) and on furnishing bank guarantee for the balance amount. During the
            year The High Court remanded back the matter to the Customs and Central Excise Settlement Commission against
            which the Excise Authorities have preferred an appeal before the Supreme Court. The final liability, if any, will be
            accounted on disposal of the appeal.

         b) Deputy Commissioner of Customs (Original Authority), in a previous year, issued an Order imposing additional custom
            duty of about Rs. 1793 Lakhs on the value of project imports made by erstwhile Floatglass India Ltd. (amalgamated with
            the Company with effect from 1st April, 2002). On appeal by the Company, Commissioner Customs (Appeals) set aside
            the above Order on 25th November, 2002 against which the Commissioner of Customs filed an appeal before the Customs
            Excise and Service Tax Appellate Tribunal. Vide Order dated 18th August, 2004 the matter was remanded back to the
            Original Authority for fresh decision. The liability, if any, will be accounted on final decision by Original Authority.

         c) Against the show cause notices issued in preceding years to erstwhile Floatglass India Limited Commissioner of Central
            Excise Customs & Service Tax confirmed excise duty liability of Rs. 2595 Lakhs approximately including penalty (excluding
            interest) during the year. Against the above Orders, the Company has filed appeals in April, 2005 before the Customs,
            Excise & Service Tax Appellate Tribunal. The Company does not expect any liability on this account on the basis of legal
            opinion obtained from an eminent lawyer. The liability, if any, will be accounted on final disposal of appeals.

     11. The Company has substantial unabsorbed depreciation and carried forward losses as per Income Tax Act (on the basis of
         Income Tax Returns and/or assessments made of erstwhile Floatglass India Limited) resulting in net deferred tax assets
         which are not recognised in the Profit and Loss Account as a matter of prudence and in accordance with Accounting Standard
         (AS) - 22 issued by the Institute of Chartered Accountants of India.
         The major components of Deferred Tax Assets / (Liabilities) arising on account of timing differences are as follows :
                                                                                                                           Rs. Lakhs
                                                                           As At 31st March, 2005            As At 31st March, 2004
         Deferred Tax Assets / (Liabilities)
         Unabsorbed depreciation/carried forward of losses under Tax Laws                 5,917.38                          8,431.85
         Difference between book depreciation and depreciation
         under the Income Tax Rules                                                     (4,096.99)                        (4,098.09)
         Expenses allowed for tax purpose on payment basis                                  (34.61)                             78.07
         Expenditure claimed as revenue under the Income Tax
         Act, 1961, but treated as deferred revenue in the books                              11.13                           (39.27)
         Provision for doubtful debts and advances                                          107.87                             108.31
         Others                                                                               21.16                             21.19
                                                                                          1,925.94                          4,502.06




68
12. a) Interest of Rs. 171.43 Lakhs (Rs. 2.76 Lakhs) on borrowings of fixed assets for expansion/new projects is capitalised till
       the date such assets are put to use.
    b) Fixed assets taken on lease aggregate to Rs. 5.95 Lakhs (Rs. 5.95 Lakhs ) for a period of 60 months commencing from
        August, 2000. The lease rentals are payable on monthly basis by the Company. Future minimum lease rentals payable
        as per Lease Agreement are :
                                                                                                                   Rs. Lakhs
                                                                   As At 31st March, 2005             As At 31st March, 2004
    i. Not later than one year                                                          0.41                             1.24
    ii. Later than one year and not later than five years                                 —                             0.40
13. Pursuant to Accounting Standard (AS) - 28 on impairment of assets becoming mandatory with effect from 1st April, 2004,
    the Company has identified the assets impaired as on 1st April, 2004. Based on the reports of technical surveyors/experts
    appointed for the purpose, the Company has estimated the recoverable amount (net selling price) of such impaired assets
    consisting of machineries and residential quarters and adjusted accumulated impairment losses of Rs. 955.33 Lakhs
    against opening balance of General Reserve. The Company has assessed its assets for impairment as at 31st March, 2005
    and concluded that there is no significant change in the position stated above.
14. a) Computation of net profit for the year ended 31st March, 2005 in accordance with Section 198 of the Companies Act, 1956 :
                                                                                                                      Rs. Lakhs
                                                                     As At 31st March, 2005              As At 31st March, 2004
        Net Profit as per Profit and Loss Account                                    8,526.21                          7,822.74
        Add : Director’s Remuneration (including commission)                           312.67                             615.30
               Director’s Sitting Fee                                                    7.60                               4.10
               Loss on sale of long term investment                                         —                               0.11
               Loss on sale of fixed assets and assets discarded                        14.99                              12.43
                                                                                     8,861.47                          8,454.68
        Less : Profit on sale of long term investments                                   0.18                               3.82
               Profit on sale of current investments                                     2.90                                  —
               Profit on sales of fixed assets                                            0.17                             31.87
               Prior period adjustments                                                 27.96                              63.56
               Provision for Diminution in value of investments reversed                48.02                                  —
        Net Profit as computed under Section 198 of the Companies
        Act, 1956 read with section 349 and 350                                     8,782.24                            8,355.43
        Commission payable to Managing Director, whole time and other Directors        289.81*                            501.33
        * On the basis of 50% voluntary cut proposed by Managing Director and CEO of the Company and approved by
          Remuneration Committee & Board of Directors.
    b) Managerial Remuneration under Section 198 of the Companies Act, 1956 :
        Salaries and Allowances                                                        115.79*                             73.51
        Commission on Profits (including Rs. 26.34 Lakhs**
        to Directors other than whole time directors)                                  289.81                             501.33
        Perquisites (Actual and / or valued as per Income Tax Rules)                    38.99                              34.66
        Contribution to Provident Fund                                                    2.55                              2.40
        Contribution to Gratuity and Superannuation Fund                                  3.61 ***                          3.40
                                                                                       450.75 ****                        615.30
      * Includes foreign allowance of Rs. 80.62 Lakhs (Nil) to Mr. K. Miyazawa, Technical Director which is subject to approval
        of shareholders at Annual General Meeting.
     ** Subject to approval of shareholders at Annual General Meeting.
    *** Contribution to Gratuity estimated at 2% of basic salary.
   **** Include Rs. 138.08 Lakhs capitalised to new projects.




                                                                                                                                    69
     15. Current Assets, Loans and advances (Schedule 7 & 8) include amounts due from :
                                                                                                                           Rs. Lakhs
                                                                                 Maximum Balance              As At 31st March, 2005
         i.   An officer of the Company                                              2.85      (3.95)                   1.75     (2.85)
         ii. A Director (loan given before assuming office as Director)              0.48     (0.98)                     Nil     (0.48)
         iii. Private Limited Company in which the Managing
              Director of the Company is interested as Director                     18.50     (18.50)                 18.00     (18.50)

     16. List of Small Scale Industries to whom the Company owes any sum which is outstanding for more than 30 days as at
         31st March, 2005.
         A.P. Industries, Electro Controls, Kewalson, NPI Packagings (P) Ltd., S.S. Engineering Works, Yadav Plastics.
         The above information and the amount given in Current Liabilities (Schedule 9) regarding Small Scale Industrial Undertakings
         has been determined to the extent such parties have been identified on the basis of information available with the Company.

     17. Earnings Per Share (EPS) :                                                                                         Rs. Lakhs
                                                                            As At 31st March, 2005             As At 31st March, 2004
         Profit After Tax as per Profit and Loss Account                                    7,856.21                           7,227.74
         Add: Excess Provision of Income Tax Written Back                                         —                              10.78
         Less: Income/Wealth Tax Paid for Earlier Years                                         8.16                                 —
         Less: Prior Period Adjustments                                                       27.96                              63.56
         Less: Preference Dividend Including Tax thereon                                       43.35                              46.51
         Profit Attributable to Equity Shareholders - (A)                                   7,776.74                           7,128.45
         Basic/Weighted average number of
         Equity Shares Outstanding - (B)                                               7,99,63,793                        7,99,63,793
         Nominal Value of Equity Shares (Re.)                                               1/- each                            1/-each
         Basic/Diluted Earnings per Share (Rs.) - (A)/(B)                                       9.73                               8.91

     18. Details of Miscellaneous Expenditure are as follows :                                                              Rs. Lakhs
                                                                            As At 31st March, 2005             As At 31st March, 2004
         Deferred Revenue Expenditure
         As per Last Balance Sheet                                                            35.86                              318.10
         Less: Transfer to Intangible Assets                                                      —                              151.56
         Written Off during the year                                                           11.95                            130.68
                                                                                               23.91                             35.86

     19. Related Party Disclosures under Accounting Standard (AS) - 18 :
         a) List of Related Parties (As identified by the Management) :
              i.   Subsidiary : AIS Glass Solutions Ltd.
              ii. Associates : AIS Welkin Auto Glass Services Ltd., Asahi India Map Auto Glass Ltd.
              iii. Enterprises owned or significantly influenced by key management personnel or their relatives :
                   Shield Autoglass Ltd., Samir Paging Systems Ltd., R.S. Estates (P) Ltd., Nishi Electronics (P) Ltd., Maltex Malsters
                   Ltd., Essel Marketing (P) Ltd., Allied Fincap Services Ltd., Usha Memorial Trust, ACMA, Krishna Maruti Ltd.
              iv. Key management personnel and their relatives- Directors - Mr. B.M. Labroo, Mr. Sanjay Labroo, Mr. P.L. Safaya
                   Mr. K. Miyazawa, Mr. Arvind Singh
                   Relatives : Mrs. Kanta Labroo, Mrs. Rajni Safaya
              v. Other related party where control exists : Asahi Glass Co. Limited, Japan and its subsidiaries - AGC Flat Glass Asia
                 Pacific Pte. Ltd., Asahi Glass Machinery Co. Ltd., Asahi Glass Phillipines, Inc., Glavermas Pte. Ltd., Glavermas
                 Mirrors Pte. Ltd., Glaverbel S.A., Asahi Glass Ceramics Co. Ltd., P.T. Asahimas Flat Glass TBK Indonesia, AGC
                 Automotive Thailand Co. Ltd.




70
b) Transactions with Related Parties :                                                                                                                   Rs. Lakhs
   Nature of Transaction                      Subsidiary            Associates              Enterprise owned or        Key Management              Others
                                                                                          significantly influenced      Personnel and
                                                                                            by Key Management           their relatives
                                                                                                  Personnel
                                        Volume of transactions Volume of transactions Volume of transactions Volume of transactions Volume of transactions
                                          for the year ended     for the year ended     for the year ended     for the year ended     for the year ended
                                         31-03-05 31-03-04 31-03-05         31-03-04 31-03-05 31-03-04               31-03-05    31-03-04     31-03-05      31-03-04
   1. Expenses
       Purchase of materials                   —           —          —             —            —             —           —              —   4,637.97 (3,647.07)
       Purchase of trading goods               —           —          —             —            —             —           —              —     229.55       (89.45)
       Business promotion expenses             —           —          —             —         29.35      (29.41)           —              —         —             —
       Remuneration to directors               —           —          —             —            —             — As per Note No.14 above            —             —
       Directors sitting fee                   —           —          —             —            —             —         1.40       (0.75)          —             —
       Rent paid                               —           —          —             —         18.00      (18.00)         7.20       (7.20)          —             —
       Fee for technical and
       consultancy services                    —           —          —             —            —             —           —              —      30.97       (49.31)
       Training expenses                       —           —          —             —          0.22            —           —              —         —             —
       Repair and Maintenance                  —           —          —             —          0.18        (2.10)          —              —      17.43            —
       Miscellaneous Expenses                  —           —          —             —          0.62       (0.78)           —              —         —         (0.89)
       Royalty                                 —           —          —             —            —             —           —              —     618.64      (547.98)
       Dividend                                —           —          —             —            —             —           —              —     577.26      (266.46)
       Membership and Subscription             —           —          —             —          1.00            —           —              —         —             —
       Interest on ICD                         —           —          —             —          2.30            —           —              —         —             —
   2. Income
       Sale of goods                           —           — 1,439.07 (1,486.96)                 —        (0.20)           —              —     313.16      (284.95)
       Sale of fixed assets                    —           —          —             —            —        (0.89)           —              —         —             —
       Interest/ Commission received           —           —        6.44         (1.22)          —             —           —              —         —         (9.58)
   3. Purchase of Capital Goods                —           —          —             —            —        (0.20)           —              —   1,314.20      (165.23)
   4. Inter Corporate Deposit Given            —           —     100.00     (100.00)             —             —           —              —         —             —
   5. Unsecured Loan Accepted
       and repaid                              —           —          —             — 1,200.00                 —           —              —         —             —
   6. Guarantee Given                          —           —     200.00     (200.00)             —             —           —              —         —             —
   7. Investment in Equity Shares and
       Share Application Money             288.20          —       10.00            —            —             —           —              —         —             —
   8. Balances as on                     31-03-05 31-03-04 31-03-05         31-03-04 31-03-05 31-03-04               31-03-05    31-03-04     31-03-05      31-03-04
       Loans and advances                   33.21          —        5.23         (0.13)       18.00            —           —              — 3,900.39          (6.88)
       Creditors                               —           —          —             —          0.34            —      275.36     (503.27)           —       (823.85)
       Debtors                                 —           —      176.34     (142.23)          0.89        (1.01)          —              —         —         (4.20)
       Foreign Currency Loan                   —           —          —             —            —             —           —              — 20,881.44 (20,881.44)




                                                                                                                                                                       71
     20. Segment Information :
         a) Information about Primary Business Segments                                                     Rs. Lakhs
            Particulars                               Automotive Glass     Float Glass    Unallocable            Total
            Segment revenue
            External                                        32,732.10       26,771.77                      59,503.87
                                                           (27,809.87)     (22,548.30)                    (50,358.17)
            Inter segment sales (Net of excise duty)            169.74        1,151.25     (1,320.99)
                                                               (151.60)      (1,816.55)     (1,968.15)
            Other income                                                                        104.67        104.67
                                                                                               (111.89)      (111.89)
            Total revenue                                    32,901.84      27,923.02      (1,216.32) 59,608.54
                                                            (27,961.47)    (24,364.85)      (1,856.26) (50,470.06)
            Segment result                                    5,391.66        3,345.46                     8,737.12
                                                             (4,884.32)      (3,069.11)                   (7,953.43)
            Unallocated Income (net of expenses)                                                  55.22         55.22
                                                                                                (66.87)       (66.87)
            Operating profit                                  5,391.66       3,345.46             55.22    8,792.34
                                                             (4,884.32)     (3,069.11)          (66.87) (8,020.30)
            Interest expense                                                                    315.58        315.58
                                                                                              (242.47)      (242.47)
            Interest income                                                                       49.45         49.45
                                                                                                 (44.91)       (44.91)
            Income taxes - Current                                                             670.00        670.00
                                                                                              (584.22)      (584.22)
                           - Deferred                                                                 —             —
                                                                                                    (Nil)         (Nil)
            Prior period Adjustments/
            Taxes paid for earlier years                                                        36.12           36.12
                                                                                               (63.56)        (63.56)
            Net profit                                        5,391.66       3,345.46        (917.03)       7,820.09
                                                             (4,884.32)     (3,069.11)       (778.47)      (7,174.96)
            Other information
            Segment assets                                   33,813.29      38,864.46           921.60 73,599.35
                                                            (18,083.22)    (32,968.78)         (497.58) (51,549.58)
            Total assets                                     33,813.29      38,864.46           921.60 73,599.35
                                                            (18,083.22)    (32,968.78)         (497.58) (51,549.58)
            Segment liabilities                                5,427.65       3,899.40        1,609.40 10,936.45
                                                              (3,189.33)     (4,741.84)      (2,173.64) (10,104.81)
            Share capital and reserves                                                      18,156.45    18,156.45
                                                                                           (14,402.11) (14,402.11)
            Secured and unsecured loans                                                     44,506.45 44,506.45
                                                                                          (27,042.66) (27,042.66)
            Total liabilities                                 5,427.65       3,899.40       64,272.30 73,599.35
                                                             (3,189.33)     (4,741.84)     (43,618.41) (51,549.58)
            Capital expenditure                              13,161.89        8,687.71                  21,849.60
                                                             (1,559.97)      (1,017.50)                  (2,577.47)
            Depreciation / Amortisation                       1,960.21        2,071.72                    4,031.93
                                                             (2,033.36)     (2,972.34)                   (5,005.70)
            Non cash expenses other than
            depreciation/amortisation                             11.95             —                           11.95
                                                                (63.50)        (65.88)                       (129.38)




72
    b) Information about Secondary Business Segments                                                                   Rs. Lakhs
         Particulars                                                    India            Outside India                     Total
         Revenue by Geographical Market
         External                                                 58,160.46                  2,769.07                 60,929.53
                                                                 (49,499.05)                (2,939.16)               (52,438.21)
         Less: Inter segment sales (Net of excise duty)             1,320.99                                           1,320.99
                                                                   (1,968.15)                                         (1,968.15)
         Total                                                    56,839.47                  2,769.07                 59,608.54
                                                                 (47,530.90)                (2,939.16)               (50,470.06)


    Segment Accounting Policies -
    In addition to the significant accounting policies as per Note 1, Schedule 14, the accounting policies in relation to segment
    accounting are as under

    i.   Identification of segments
         For management purposes, the Company is organised into two major operating divisions - Automotive Glass and Float
         Glass. These divisions are the basis on which the Company reports its primary segment information.

    ii. Segment assets and liabilities
         All segment assets and liabilities are directly attributable to the segment. Segment assets include all operating assets
         used by the segment and consist primarily of fixed assets, inventories, sundry debtors, loans and advances and operating
         cash and bank balances. Segment liabilities include all operating liabilities and consist primarily of creditors and
         accrued liabilities. Segment assets and liabilities do not include investments, inter corporate deposits, miscellaneous
         expenditure, current income tax and deferred tax.

    iii. Inter segment transfers
         Segment revenues and segment results include transfers between business segments. Inter segment sales to Automotive
         Glass Division are accounted for at cost of production plus 10%. These transfers are eliminated on consolidation.

    iv. Segment revenue and expenses
         Joint expenses are allocated to business segments on a reasonable basis. All other revenues and expenses are
         directly attributable to the segments. They do not include interest income on inter corporate deposit and interest
         expenses.


21. Additional information as required by Part II of Schedule VI of the Companies Act, 1956 :
    a) Particulars of Installed Capacity (as certified by the management and accepted by auditors) and Production :

                                                                    Installed                   Actual
         Product                               Unit                 Capacity                Production
         Toughened Glass                   Sq. mts.               32,00,000                 26,96,821
                                                                 (20,90,000)               (22,83,018)
         Laminated Glass                       Nos.               18,60,000                 13,97,126
                                                                 (12,00,000)                (11,94,224)
         Float Glass                 Conv. Sq. mts.             2,92,00,000               3,06,78,905          (after breakages)
                                                               (2,92,00,000)              (3,13,61,673)




                                                                                                                                    73
     b) Sales, Purchases, Opening Stock and Closing Stock :                                                                                               Rs. Lakhs
                                                                  Sales                      Purchases                  Opening Stock             Closing Stock
         Product                        Unit
                                                       Quantity             Value     Quantity       Value       Quantity          Value      Quantity         Value
         Toughened Glass            Sq. Mtr.       * 26,93,431        15,335.16            Nil           Nil       81,742        437.75        78,908         450.53
                                                    (22,84,151)      (12,528.36)          (Nil)       (Nil)      (88,778)       (450.02)       (81,742)      (437.75)
         Laminated Glass               Nos.       ** 13,84,401        17,103.37            Nil           Nil       29,147        275.92        40,710         464.13
                                                    (12,10,286)      (14,963.08)          (Nil)       (Nil)      (47,648)       (448.06)       (29,147)      (275.92)
         Float Glass          Conv. Sq. Mtr. **** 3,14,67,592         25,733.63            Nil           Nil    77,05,324      4,842.62     49,68,182       3,250.39
                                                  (2,77,22,465)      (21,099.10)          (Nil)       (Nil)    (63,77,677)     (3,914.21)   (77,05,324) (4,842.62)
         Traded Goods         Conv. Sq. Mtr.      *** 2,14,809            408.91      2,52,701     396.56         45,460          81.28        83,352         155.50
                                                     (1,01,048)           (222.17)    (76,602)    (131.29)       (70,678)        (121.52)     (45,460)        (81.28)
         Miscellaneous                                                    286.69
                                                                          (167.64)
         * Excluding 6,224 (5,903) Sq. Mtr. , ** 1,162 (2,439) Nos.. & *** Nil (772) Conv. Sq. Mtr. destroyed/broken.
         **** Net of inter-unit transfer 19,48,455 (23,11,561) Conv. Sq. Mtr.



     c) Raw Materials Consumed :
                                                                                           Unit                          Quantity                             Value
         Float Glass                                                                 (Sq. mts.)                    58,60,424                              8,363.43
                                                                                                                   (41,65,235)                        (6,102.78)
         PVB Films                                                                   (Sq. mts.)                     14,13,995                             3,254.06
                                                                                                                    (11,72,713)                           (3,118.81)
         Soda Ash                                                                          M.T.                           29,313                          2,467.60
                                                                                                                         (28,915)                     (2,292.05)
         Others                                                                                                                                           2,901.94
                                                                                                                                                      (2,617.55)



     d) Value of raw materials, Spare parts and components consumed :
                                                                                       Amount                            Amount                      Percentage
         i.   Raw Materials
              Imported                                                               10,914.75                      (8,506.34)                   64.25 (60.20)
              Indigenous                                                             6,072.28                       (5,624.85)                    35.75 (39.80)
         ii. Stores and spare parts
              Imported                                                                  923.63                           (748.88)                28.79 (24.25)
              Indigenous                                                             2,284.42                       (2,339.67)                    71.21 (75.75)



     e) CIF value of Imports :
                                                                                                                         Amount                            Amount
         i.   Raw Materials                                                                                             8,401.00                     (7,004.89)
         ii. Stores and Spares Parts etc.                                                                               1,730.72                           (881.42)
         iii. Capital goods (excluding stores included in (ii) above)                                                   3,629.10                           (284.72)
         iv. Traded Goods                                                                                                 270.74                            (89.45)
         v. Others                                                                                                         29.30                               (Nil)




74
    f)   Expenditure in Foreign Currency :                                                                           Rs. Lakhs
                                                                                             Amount                   Amount
         i.   Instalments towards foreign currency loans                                      198.25                  (572.70)
         ii. Interest on foreign currency loans                                                 2.48                    (11.18)
         iii. Royalty (Net of Taxes)                                                          494.91                  (438.23)
         iv. Professional charges                                                             194.23                   (56.34)
         v. Others                                                                            132.29                  (151.81)

    g) Remittances in Foreign Currencies on account of dividends (net of tax) :
                                                                                                           No. of
                                                                            On            No.of      Non-resident
                                                  Financial Year     account of     shares held      shareholders     Amount
         Interim dividend on Equity Shares          2004-2005       2003-2004      2,02,14,306                 13      202.14
         Final dividend on Equity Shares            2004-2005       2003-2004      2,02,19,306                 13      454.93
                                                   (2003-2004)     (2002-2003)    (2,07,84,949)                (8)    (302.83)
         Final dividend on Preference Shares        2004-2005       2003-2004         6,00,000                  1        0.06

    h) Earnings in Foreign Exchange :
         F.O.B. value of Exports (excluding paid samples)                                                2,309.08 (2,426.30)

22. Previous year’s figures have been regrouped/rearranged, wherever found necessary. Figures in brackets above are in respect
    of previous year.

23. Figures have been rounded off to Rs. Lakhs upto two decimal points.




Per our report of even date                                                                On behalf of the Board of Directors
For Jagdish Sapra & Co.
Chartered Accountants

Jagdish Sapra                      B. M. Labroo             Sanjay Labroo              H. D. Daftary         Rajesh Mukhija
Partner                               Chairman       Managing Director &              Chief Financial          Head- Legal &
M. No. 9194                                         Chief Executive Officer                    Officer     Company Secretary

Place : New Delhi                  Place : Gurgaon
Dated : 24th May, 2005             Dated : 24th May, 2005




                                                                                                                                  75
Cash Flow Statement




                                                                                                                           Rs. Lakhs
                                                                                          2004-2005                  2003-2004
                                                                                     Amount        Amount       Amount       Amount
                           A) CASH FLOW FROM OPERATING ACTIVITIES
                             Net Profit before tax and extraordinary items          8,526.21                   7,822.74
                             Adjustment for :
                             Depreciation and Amortisation of Intangible Assets     4,031.93                   5,005.70
                             Loss / (Profit) on sale of fixed assets and
                             assets discarded (Net)                                    14.82                    (22.06)
                             Profit on sale of Long Term Investments                   (0.18)                     (3.71)
                             Profit on sale of Current Investments                     (2.90)                         —
                             Deferred revenue expenditure written off                  11.95                     129.38
                             Increase in the value of long term
                             investments reversed                                     (48.02)                    (58.42)
                             Interest paid                                            315.58                     242.47
                             Interest received                                        (49.45)                    (44.91)
                             Dividend received                                         (4.12)                     (4.75)
                             Operating Profit before working capital changes       12,795.82                  13,066.44
                             Adjustment for :
                             Trade and other receivables                          (3,408.48)                  (2,024.45)
                             Inventories                                            (884.40)                  (1,517.13)
                             Trade payable                                          1,439.85                   1,179.25
                             Cash Generated from Operations                         9,942.79                  10,704.11
                             Interest paid                                           (315.58)                  (242.47)
                             Direct taxes paid                                      (678.16)                   (584.22)
                             Cash Flow before Prior Period Items                    8,949.05                   9,877.42
                             Prior Period items                                       (27.96)                    (63.56)
                             Net Cash from Operating Activities                                   8,921.09                  9,813.86
                           B) CASH FLOW FROM INVESTING ACTIVITIES
                             Purchase of fixed assets, including capital
                             work in progress                                     (22,735.48)                 (2,577.47)
                             Sale of fixed assets                                      12.51                     931.29
                             Purchase of Investments                                (264.99)                          —
                             Sale of investments                                        2.88                       9.26
                             Profit on sale of Current Investments                      2.90                          —
                             Dividend received on investments                           4.12                       4.75
                             Interest received                                         49.45                      44.91
                             Net Cash used in Investing Activities                              (22,928.61)                (1,587.26)




                      76
                                                                                                                         Rs. Lakhs
                                                                              2004-2005                           2003-2004
                                                                     Amount           Amount                 Amount        Amount
C) CASH FLOW FROM FINANCING ACTIVITIES
   Proceeds of long term borrowing                                    367.98                                  461.00
   Payment of long term borrowings                                  (650.97)                            (3,929.99)
   Net proceeds of short term borrowing                            17,746.78                             (3,187.34)
   Redemption in Preference shares                                   (795.17)                                      —
   Dividend and dividend tax paid                                 (3,023.73)                             (1,353.20)
   Net Cash used in Financing Activities                                            13,644.89                           (8,009.53)
   Net Increase/(Decrease) in Cash and
   Cash Equivalent (A+B+C)                                                           (362.63)                                 217.07
   Cash and Cash Equivalent As At 1st April, 2004
   (Opening Balance)                                                1,176.97                                  959.90
   Cash and Cash Equivalent As At 31st March, 2005
   (Closing Balance)                                                  814.34                                 1,176.97

Notes :
i. The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard (AS) - 3 on
   Cash Flow Statement issued by the Institute of Chartered Accountants of India.
ii. Interest paid is net of and purchase of fixed assets is inclusive of interest capitalised of Rs. 171.43 Lakhs (Previous year
   Rs. 2.76 Lakhs).
iii. Net proceeds from long term borrowings and deduction from fixed assets include foreign exchange gain of Rs. 1.45 Lakhs
   (Previous year Rs. 819.68 Lakhs).
iv. Figures in brackets represent outflows.
v. Previous year figures have been restated wherever necessary.




Per our report of even date                                                                    On behalf of the Board of Directors
For Jagdish Sapra & Co.
Chartered Accountants

Jagdish Sapra                     B. M. Labroo              Sanjay Labroo                  H. D. Daftary           Rajesh Mukhija
Partner                              Chairman        Managing Director &                  Chief Financial            Head- Legal &
M. No. 9194                                         Chief Executive Officer                        Officer       Company Secretary

Place : New Delhi                 Place : Gurgaon
Dated : 24th May, 2005            Dated : 24th May, 2005




                                                                                                                                       77
Balance Sheet Abstract




                              Balance Sheet Abstract and Company’s General Business Profile as per Schedule VI, Part (IV) of the Companies Act, 1956
                              I.   Registration Details
                                       Registration No.         1    9    5   4    2                             State Code     5   5
                                       Balance Sheet Date       3     1       0    3       2    0   0   5

                              II. Capital raised during the year (Amount Rs. Lakhs)
                                   Public issue                                                                                Right issue
                                                            N   I    L                                                                                 N   I   L
                                   Bonus issue                                                                                 Private placement
                                                            N   I    L                                                                                 N   I   L


                              III. Position of mobilisation and deployment of funds (Amount Rs. Lakhs)
                                   Total liabilities                                                                           Total assets
                                    7 3 5 9            9    .   3    5                                                          7 3 5 9            9   .   3   5
                                   Sources of funds
                                   Paid-up capital                                                                             Reserves and surplus
                                         1 3 9         9    .   6    4                                                          1 6 7 5 6 .                8   1
                                   Secured loans                                                                               Unsecured loans
                                    1 7 6 2            3    .   8    6                                                          2 6 8 8 2              .   5   9
                                   Application of funds
                                   Net fixed assets                                                                            Investments
                                    4 8 0 5 2               .   3    6                                                                  5 7        7   .   6   1
                                   Net current assets                                                                          Miscellaneous expenditure
                                    1 4 0 0 9               .   0    2                                                                      2 3 . 9            1
                                   Accumulated losses
                                                            N   I    L


                              IV. Performance of Company (Amount Rs. Lakhs)
                                   Total income                                                                                Total expenditure
                                    5 9 6 0            8    .   5    4                                                          5 1 0 8 2              .   3   3
                                   Profit before tax                                                                           Profit after tax
                                         8 5 2 6            .   2    1                                                                7 8 5        6   .   2   1
                                   Earning per share in Rs.                                                                    Dividend @ %
                                                     9 .        7    3                                                                                 2   5   0
                              V. Generic name of three principal products/services of Company
                                   1) Toughened (Tempered) Safety Glass                                                         Ch.H.No. 7004-10
                                   2) a) Laminated Safety Glass
                                       b) Laminated Architectural Safety Glass                                                  Ch.No. 7004-20 Glass (Flat)
                                   3) Float Glass - Clear                                                                       7005.10
                                   4) Float Glass - Tined                                                                       7005.21

                                                                                                                              On behalf of the Board of Directors

                                                                    B. M. Labroo               Sanjay Labroo           H. D. Daftary            Rajesh Mukhija
                                                                       Chairman         Managing Director &           Chief Financial             Head- Legal &
                                                                                       Chief Executive Officer                Officer         Company Secretary
                              Place : Gurgaon
                              Dated : 24th May, 2005




                         78
                                                                                                                                        Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Company
 Name of Subsidiary Company                                          AIS Glass Solutions Ltd.

 1.   Financial year ending of the Subsidiary                        31st March, 2005

 2.   Shares of subsidiary held by Asahi India
      Glass Ltd. on the above data

      a) Number and Face Value                                       25,49,940 Equity Shares of Rs. 10 each fully paid up

      b) Extent of holding                                           99.99%

 3.   Net aggregate amount of profit/(losses) of the
      subsidiary for the above financial year of the
      subsidiary so far as they concern members
      of Asahi India Glass Ltd.

      a) dealt with in accounts of Asahi India Glass Ltd.            Rs. 114.70 Lakhs
          Loss for the year ended 31st March, 2005

      b) not dealt with in the accounts of Asahi India               N.A.
          Glass Ltd. for the year ended 31st March, 2005

 4.   Net aggregate amount of the profits/ (losses) for
      previous financial years of the subsidiary since
      it became subsidiary so far as they concern
      members of Asahi India Glass Ltd.

      a) dealt with in accounts of Asahi                             N.A.
          India Glass Ltd. for the year ended
          31st March, 2005

      b) not dealt with in the accounts of                           N.A.
          Asahi India Glass Ltd. for the year ended
          31st March, 2005




                                                                                             On behalf of the Board of Directors

                                  B. M. Labroo              Sanjay Labroo                H. D. Daftary        Rajesh Mukhija
                                     Chairman        Managing Director &                Chief Financial         Head- Legal &
                                                    Chief Executive Officer                     Officer     Company Secretary
Place : Gurgaon
Dated : 24th May, 2005




                                                                                                                                   79
                                                            AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF             4. We report that the Consolidated Financial
Auditors’ Report on Consolidated Financial Statement




                                                            ASAHI INDIA GLASS LIMITED ON THE CONSOLIDATED                Statements have been prepared by the company
                                                            FINANCIAL STATEMENTS OF ASAHI INDIA GLASS                    in accordance with the requirements of Accounting
                                                            LIMITED AND ITS SUBSIDIARY                                   Standard (AS) - 21 Consolidated Financial
                                                                                                                         Statements and (AS) - 23 Accounting for
                                                            1. We have examined the attached Consolidated
                                                                                                                         Investments in Associates in Consolidated
                                                               Balance Sheet of Asahi India Glass Limited (The
                                                                                                                         Financial Statements, issued by the Institute of
                                                               Company) and its subsidiary as at 31st March,
                                                                                                                         Chartered Accountants of India.
                                                               2005, the Consolidated Profit and Loss Account for
                                                               the year ended on that date annexed thereto and        5. On the basis of information and explanations given
                                                               the Consolidated Cash Flow Statement for the year         to us and on consideration of the separate audit
                                                               ended on that date.                                       reports on individual audited financial statements
                                                                                                                         of Asahi India Glass Ltd. and its aforesaid
                                                            2. These Consolidated Financial Statements are the
                                                                                                                         subsidiary, in our opinion, the consolidated
                                                               responsibility of the management of Asahi India
                                                                                                                         financial statements together with the Significant
                                                               Glass Limited. Our responsibility is to express an
                                                                                                                         Accounting Policies and Notes thereon give a true
                                                               opinion on these Consolidated Financial
                                                                                                                         and fair view in conformity with accounting
                                                               Statements based on our audit. We conducted our
                                                                                                                         principles generally accepted in India:
                                                               audit in accordance with generally accepted
                                                               auditing standards in India. Those standards              (a) In the case of Consolidated Balance Sheet, of
                                                               require that we plan and perform the audit to                 the Consolidated State of Affairs of Asahi India
                                                               obtain reasonable assurance whether the financial             Glass Ltd. and its subsidiary as at 31st March,
                                                               statements are prepared in all material respects,             2005;
                                                               in accordance with an identified financial reporting
                                                                                                                         (b) In the case of Consolidated Profit and Loss
                                                               framework and are free of material misstatements.
                                                                                                                             Account, of the Consolidated Results of
                                                               An audit includes, examining on a test basis,
                                                                                                                             Operations of Asahi India Glass Ltd. and its
                                                               evidence supporting the amounts and disclosure
                                                                                                                             subsidiary for the year ended on that date;
                                                               in the financial statements. An audit also includes
                                                                                                                             and
                                                               assessing the accounting principles used and
                                                               significant estimates made by management, as              (c) In the case of the Consolidated Cash Flow
                                                               well as evaluating the overall financial statements           Statement, of the Consolidated Cash Flows of
                                                               presentation. We believe that our audit provides a            Asahi India Glass Ltd. and its subsidiary for the
                                                               reasonable basis for our opinion.                             year ended on that date.
                                                            3. We did not audit the financial statements of the
                                                               subsidiary whose financial statements reflect total
                                                               assets of Rs. 173.51 Lakhs as at 31st March, 2005                                    For Jagdish Sapra & Co.
                                                               and total revenue of Rs. 0.11 Lakhs for the period                                    Chartered Accountants
                                                               from 19th July, 2004 to 31st March, 2005. The
                                                               financial statements have been audited by other
                                                               auditors whose report has been furnished to us,
                                                               and our opinion, in so far as it relates to the                                                Jagdish Sapra
                                                               amounts included in respect of said subsidiary, is     Place: New Delhi                               Partner
                                                               based solely on the report of other auditors.          Dated: 24th May, 2005                      M.No.9194




                                                       80
                                                                                                             Rs. Lakhs




                                                                                                                              Consolidated Balance Sheet
                                                             Schedule                           As At 31st March, 2005
SOURCES OF FUNDS
1. Shareholders’ Funds
   a) Share Capital                                              1             1,399.64
   b) Reserves and Surplus                                       2            16,844.65                     18,244.29
2. Loan Funds
   a) Secured Loans                                              3            17,623.86
   b) Unsecured Loans                                            4            26,882.59                     44,506.45
3 Minority Interest                                                                                                —
   Total                                                                                                    62,750.74
APPLICATION OF FUNDS
1. Fixed / Intangible Assets                                     5
   a) Gross Block                                                             78,774.72
   b) Less : Depreciation and Amortisation                                    43,111.23
   c) Net Block                                                               35,663.49
   d) Capital Work-in-progress                                                12,444.33                     48,107.82
2. Investments - Long Term
   a) Associates (Including goodwill Rs. 175.02 lakhs
       arising on acquisition of associates)                                      429.02
   b) Others                                                                       96.12                       525.14
3. Current Assets, Loans and Advances
   Current Assets                                                6
   a) Inventories                                                             11,692.89
   b) Sundry Debtors                                                           7,449.48
   c) Cash and Bank Balances etc.                                                987.54
   d) Other Current Assets                                                       773.13
   Loans and Advances                                            7             4,141.63
                                                                              25,044.67
   Less: Current Liabilities and Provisions                      8
   a) Liabilities                                                               9,283.21
   b) Provisions                                                                1,676.24
                                                                               10,959.45
   Net Current Assets                                                                                       14,085.22
4. Miscellaneous Expenditure
   (to the extent not written off or adjusted)                                                                  32.56
   Total                                                                                                    62,750.74
Significant Accounting Policies and Notes on Accounts             13
The Schedules referred to above form an integral part of the Balance Sheet




Per our report of even date                                                       On behalf of the Board of Directors
For Jagdish Sapra & Co.
Chartered Accountants

Jagdish Sapra                   B. M. Labroo              Sanjay Labroo       H. D. Daftary           Rajesh Mukhija
Partner                            Chairman        Managing Director &       Chief Financial            Head- Legal &
M. No. 9194                                       Chief Executive Officer             Officer       Company Secretary

Place : New Delhi               Place : Gurgaon
Dated : 24th May, 2005          Dated : 24th May, 2005




                                                                                                                         81
                                                                                                                                                               Rs. Lakhs
Consolidated Profit and Loss Account




                                                                                                      Schedule                               Year Ended 31st March, 2005
                                            INCOME
                                            Turnover and Inter Division Transfer                                             69,152.80
                                            Less: Inter Division Transfer                                                     1,546.35
                                            Turnover                                                                         67,606.45
                                            Less : Excise Duty and Education Cess                                             8,738.58
                                            Net Turnover                                                                                                        58,867.87
                                            Other Income                                                 9                                                         740.78
                                                                                                                                                                59,608.65
                                            EXPENDITURE
                                            Materials and Manufacturing                                  10                                                     32,459.26
                                            Personnel                                                    11                                                      3,869.29
                                            Selling, Administration and Others                           12                                                     10,816.98
                                            Deferred Revenue Expenditure Written Off                                                                                  14.12
                                            Depreciation and Amortisation                                                                                         4,037.49
                                                                                                                                                                 51,197.14
                                            Profit Before Tax                                                                                                      8,411.51
                                            Less : Provision for Taxation
                                                    Current Tax                                                                                                    670.00
                                                    Deferred Tax                                                                                                        —
                                            Profit After Tax                                                                                                      7,741.51
                                            Add : Share of Profit of Associates                                                                                      12.99
                                            Less: Minority Interest                                                                                                     —
                                            Less : Income / Wealth Tax Paid for Earlier Years                                                                         8.16
                                            Less : Prior Period Adjustments                                                                                          27.96
                                            Balance brought forward for previous years                                                                              753.15
                                            Profit Available for Appropriation                                                                                    8,471.53
                                            APPROPRIATIONS
                                            Interim Dividend on Equity Shares                                                                                      799.64
                                            Dividend on Preference Shares                                                                                           38.34
                                            Proposed Dividend
                                                Equity Shares                                                                                                    1,199.46
                                                Preference Shares                                                                                                    0.06
                                            Corporate Dividend Tax                                                                                                 277.75
                                            General Reserve                                                                                                      5,955.33
                                            Balance Carried to Balance Sheet                                                                                       200.95
                                                                                                                                                                 8,471.53
                                            Basic and Diluted Earnings Per Share in Rs.                                                                              9.60
                                            Significant Accounting Policies and Notes on Accounts        13
                                            The Schedules referred to above form an integral part of the Profit and Loss Account


                                            Per our report of even date                                                                 On behalf of the Board of Directors
                                            For Jagdish Sapra & Co.
                                            Chartered Accountants

                                            Jagdish Sapra                    B. M. Labroo               Sanjay Labroo               H. D. Daftary        Rajesh Mukhija
                                            Partner                             Chairman         Managing Director &               Chief Financial         Head- Legal &
                                            M. No. 9194                                         Chief Executive Officer                     Officer    Company Secretary

                                            Place : New Delhi                Place : Gurgaon
                                            Dated : 24th May, 2005           Dated : 24th May, 2005




                                       82
                                                                                                                  Rs. Lakhs




                                                                                                                                        Schedules to the Consolidated Accounts
                                                                                                     As At 31st March, 2005
SCHEDULE 1 : SHARE CAPITAL
Authorised
 15,00,00,000 Equity Shares of Re.1 each                                                                            1,500.00
     6,00,000 Preference Shares of Rs.100 each                                                                        600.00
    90,00,000 Preference Shares of Rs.10 each                                                                         900.00
                                                                                                                    3,000.00
Issued, Subscribed and Paid Up
  7,99,63,793 Equity Shares of Re.1 each fully paid *                                                                 799.64
     6,00,000 0.01% Non-Cumulative Redeemable Preference
               Shares of Rs. 100 each fully paid **                                                                   600.00
                                                                                                                    1,399.64
 * Of the above 5,55,00,000 Shares are after sub division of
   55,50,000 Shares of the face value of Rs. 10 each allotted
   as fully paid Bonus Shares by capitalisation of General Reserve
** The above Shares are to be redeemed as follows :-
   Rs. 500 Lakhs to be redeemed on 23rd November, 2007.
   Rs. 100 Lakhs to be redeemed on 26th March, 2008.

SCHEDULE 2 : RESERVES AND SURPLUS
Amalgamation Reserve
Opening Balance                                                                                                       636.62
Capital Reserve
Opening Balance
Central Investment Subsidy                                                            15.00
D. G. Set Subsidy                                                                      6.50
Capital profit on reissue of forfeited shares                                          0.86                               22.36
Capital Redemption Reserve
Opening Balance                                                                                                           795.17
General Reserve
Opening Balance                                                                  10,000.00
Add: Share of profit of Associates upto 31st March, 2004                             189.55
Add : Transferred from Profit and Loss Account                                     5,955.33
Less : Accumulated Impairment Losses as at 1st April, 2004                           955.33                        15,189.55
Surplus in Profit and Loss Account                                                                                    200.95
                                                                                                                   16,844.65

SCHEDULE 3 : SECURED LOANS
Banks
Working Capital                                                                   15,191.87
Foreign Currency Term Loans                                                           84.69                        15,276.56
Others
Loan from Distt. Industries
Centre, Government of Haryana ( Interest Free)                                                                      2,347.30
                                                                                                                   17,623.86
Note :
The above loans are secured by first charge on immovable assets of the company by way of equitable mortgage and
hypothecation of movable fixed assets. Working capital loans are further secured by first charge on current assets both
present and future ranking pari-passu interse.




                                                                                                                                   83
                                                                                                                                                   Rs. Lakhs
                                                                                                                                As At 31st March, 2005
     SCHEDULE 4 : UNSECURED LOANS
     Short Term / Bridge Loans From Banks                                                                                                          6,001.15
     From Others-Foreign Currency Loan ( Interest Free)                                                                                           20,881.44
                                                                                                                                                  26,882.59


     SCHEDULE 5 : FIXED ASSETS/ INTANGIBLE ASSETS
                                                        Gross Block                                    Depreciation / Amortisation                 Net Block
                                          As At    Additions Deductions          As At        As At         For the        On       As At       As At
     DESCRIPTION                      1st April,                           31st March,    1st April,          Year Deductions 31st March, 31st March,
                                          2004                                   2005         2004                                  2005        2005
     Fixed Assets
     Freehold Land                        96.39        755.55         —        851.94            —               —            —             —         851.94
     Leasehold Land                    1,418.53         46.19         —      1,464.72        131.37          15.67            —         147.04      1,317.68
     Buildings                        8,726.68      1,909.86          —     10,636.54     2,308.70          343.09            —       2,651.79      7,984.75
     Plant and Machinery             47,227.23      7,060.64      236.72    54,051.15     31,157.54       2,995.97        137.92     34,015.59     20,035.56
     Electrical Installations
     and Fittings                     6,424.20        899.97       83.28     7,240.89      3,151.34         359.91          51.15     3,460.10      3,780.79
     Furniture and Fixtures             410.62         142.68       4.49       548.81       260.65            54.14         0.76        314.03        234.78
     Miscellaneous Assets             1,667.02         253.96      32.10     1,888.88       886.04           158.01        22.36      1,021.69        867.19
     Vehicles                           466.86         122.21      32.95       556.12       200.81            63.25        22.43        241.63        314.49
                                     66,437.53      11,191.06     389.54    77,239.05    38,096.45        3,990.04        234.62     41,851.87     35,387.18
     Intangible Assets
     Computer Software                  330.52         66.70          —        397.22         56.63          77.99            —         134.62        262.60
     Licence Fee                       1,114.57            —          —      1,114.57      1,114.57              —            —        1,114.57           —
     E Mark Charges                       15.38         6.21          —         21.59          6.61           3.52            —           10.13        11.46
     Product Design                           —         2.29          —          2.29            —            0.04            —            0.04         2.25
                                      1,460.47         75.20          —      1,535.67      1,177.81          81.55            —       1,259.36        276.31
     Total                          67,898.00      11,266.26      389.54    78,774.72    39,274.26        4,071.59       234.62      43,111.23     35,663.49
     Capital Work In Progress
     (Including Capital Advances)                                                                                                                  12,444.33



                                                                                                                                As At 31st March, 2005
     SCHEDULE 6 : CURRENT ASSETS
     Inventories
     i. Stores, Spare parts etc.                                                                                                                   2,758.22
     ii. Raw Materials                                                                                                                             3,809.75
     iii. Finished and Traded Goods                                                                                                                4,320.93
     iv. Waste                                                                                                                                        70.49
     v. Work in Process                                                                                                                              733.50
                                                                                                                                                  11,692.89
     Sundry Debtors (Considered good except where provided for)
     Secured
     Over Six Months                                                                                                    7.03
     Others                                                                                                           547.37                         554.40
     Unsecured
     Over Six Months                                                                                               425.05
     Others                                                                                                      6,764.82                          7,189.87
                                                                                                                                                   7,744.27
         Considered Good                                                                 7,449.48
         Considered Doubtful                                                               294.79
     Less : Provision for Doubtful debts                                                                                                             294.79
                                                                                                                                                   7,449.48




84
                                                                    Rs. Lakhs
                                                       As At 31st March, 2005
SCHEDULE 6 : CURRENT ASSETS (Contd.)
Cash and Bank Balances etc.
Cash in Hand                                                            6.58
Cheques in Hand / Remittances in Transit                                0.48
Balance with Post Office in Saving Account                              0.10
Balances with Scheduled Banks
    In Current / Cash Credit Accounts                                 848.20
    In Deposit Account                                                  0.50
    In Dividend Warrant Account                                       131.68
                                                                      987.54
Other Current Assets (Unsecured and considered good)
Impaired Fixed Assets for disposal                                     92.27
Deposits with Government and others                                  680.86
                                                                      773.13

SCHEDULE 7 : LOANS AND ADVANCES
(Unsecured and considered good)
Loans (Including interest accrued)                                    188.40
Advances recoverable in cash or in kind
or for value to be received and/or adjusted                         2,159.26
Balance with Excise Authorities                                     1,793.97
                                                                    4,141.63

SCHEDULE 8 : CURRENT LIABILITIES AND PROVISIONS
Current Liabilities
Acceptances                                                            61.97
Sundry creditors
    Dues to Small Scale Industrial Undertakings                        42.22
    Others                                                          7,550.14
Advances from Customers                                               325.78
Investor Education and Protection Fund                                131.70
Other Liabilities                                                   1,134.74
Interest Accrued but not due on loans                                  36.66
                                                                    9,283.21
Provisions
Taxation (Net of taxes paid)                                           84.12
Proposed Dividend on Preference Shares                                  0.06
Proposed Dividend on Equity Shares                                  1,199.46
Dividend Tax                                                          168.23
For Gratuity, Superannuation and Leave Encashment                     224.37
                                                                    1,676.24




                                                                                85
                                                                               Rs. Lakhs
                                                                              Year Ended
                                                                        31st March, 2005
     SCHEDULE 9 : OTHER INCOME
     Interest                                                                     49.45
     Miscellaneous Income                                                        200.23
     Rent Received                                                                 1.81
     Profit on sale of Long Term Investments                                       0.18
     Profit on sale of Current Investments                                         2.90
     Diminution in Value of Investments reversed                                  48.02
     Exchange Rate Fluctuations (Net)                                            385.27
     Liabilities and Provisions Written Back                                      48.80
     Dividend on Long Term Investments- Non Trade (Gross)                          4.12
                                                                                 740.78


     SCHEDULE 10 : MATERIALS AND MANUFACTURING
     Raw Materials Consumed
     Opening Stock                                           3,238.80
     Add : Purchases                                        17,638.92
                                                            20,877.72
     Less : Sales                                               80.94
     Less : Closing Stock                                    3,809.75         16,987.03
     Purchases of Finished Goods                                                 397.04
     Manufacturing Expenses
     Power, Fuel, Water and Utilities                                          8,694.27
     Stores and Spares etc. consumed                                           3,208.05
     Miscellaneous Expenses                                                      757.33
     Repairs and Maintenance
        Plant and Machinery                                  1,389.96
        Building                                               190.71          1,580.67
     Add : Decrease in Stocks
     Opening Stock
        Finished and Traded Goods                            5,637.57
        Work in Process                                        312.90
        Waste                                                    9.32
                                                             5,959.79
     Closing Stock
         Finished and Traded Goods                           4,320.93
         Work in Process                                       733.50
         Waste                                                  70.49
                                                             5,124.92            834.87
                                                                              32,459.26




86
                                                                         Rs. Lakhs
                                                                        Year Ended
                                                                  31st March, 2005
SCHEDULE 11 : PERSONNEL
Salaries, Wages and Bonus                                                2,942.23
Recruitment and Training Expenses                                           54.81
Welfare Expenses                                                           597.80
Contribution to Provident and Other Funds                                  274.45
                                                                         3,869.29


SCHEDULE 12 : SELLING, ADMINISTRATION AND OTHERS
Advertisement                                                              752.75
Packing and Forwarding                                                   5,656.38
Commission Paid                                                            390.72
Royalty                                                                    619.17
Cash Discount                                                              446.82
Interest
    On Fixed Loans                                         2.48
    Others                                               313.10            315.58
Bank Charges                                                                91.41
Travelling and Conveyance                                                  464.21
Rent                                                                       212.66
Rates and Taxes                                                             90.78
Insurance                                                                  164.49
Auditors Remuneration                                                       16.81
Repairs and Maintenance-Others                                             133.11
Miscellaneous Expenses                                                   1,434.22
Loss on Sale of Fixed Assets (Net)                                          14.82
Director’s Sitting Fee                                                       7.60
Bad Debts and Miscellaneous Balances Written Off (Net)                       5.45
                                                                        10,816.98




                                                                                     87
     SCHEDULE 13 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS
        1. Significant Accounting Policies
           a) Basis of Accounting
               The accounts have been prepared to comply in all material aspects with applicable accounting principles in India,
               the Accounting Standards issued by the Institute of Chartered Accountants of India and relevant provisions of the
               Companies Act, 1956.
           b) Principles of Consolidation
               The consolidation of accounts is done in accordance with the requirement of Accounting Standard (AS) - 21
               “Consolidated Financial Statement” and Accounting Standard (AS) - 23 “Accounting for Investments in Associates
               in Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India. The consolidated
               financial statements have been prepared for Asahi India Glass Ltd. (AIS) and its subsidiary, AIS Glass Solutions
               Ltd. (Glass Solutions).

               The Subsidiary Company considered in the consolidated financial statements is:
               Name of the Company           Country of Incorporation         % of share holding         Held by
               AIS Glass Solutions Ltd.      India                            99.998%                    Asahi India Glass Limited

               The Associate Companies considered in the consolidated financial statements are:
               Name of the Company         Status         Country of          % of share       Held by             Financial
                                                          Incorporation       holding                              Statements
               AIS Welkin Auto             Audited        India               50%              Asahi India         as on
               Glass Services Ltd.                                                             Glass Limited       31st March, 2005
               Asahi India Map Auto        Audited        India               49.98%           Asahi India         as on
               Glass Ltd.                                                                      Glass Limited       31st March, 2005
           c) Fixed Assets
               Fixed assets are stated at cost (net of CENVAT wherever applicable) less accumulated depreciation. Cost is inclusive
               of freight, duties and levies and any directly attributable cost of bringing the assets to their working conditions for
               intended use but excludes recoveries.
           d) Depreciation/Amortisation
               i.   Depreciation on fixed assets is provided on written down value method in Automotive Glass SBU of AIS and in
                    Glass Solutions, on straight line method in Float Glass SBU of AIS at the rates and in the manner provided in
                    Schedule – XIV to the Companies Act, 1956.
               ii. Leasehold land is depreciated over the period of lease.
               iii. The depreciable amount of intangible asset is allocated over its useful life. Computer Software, Product Design
                    and E-mark charges are amortised over a period of five years proportionately when such assets are available
                    for use.
               iv. Assets costing less than Rs. 5,000/- each are depreciated fully in the year of purchase.
           e) Inventories
               Inventories are valued at lower of cost or net realisable value except waste which is valued at estimated realisable
               value as certified by the Management. The basis of determining cost for various categories of inventories in AIS are
               as follows:
               Stores, spare parts and raw material        Weighted Average Cost (except stores segregated for specific purposes
                                                           and in transit valued at their specific costs).
               Work in process and finished goods          Material cost plus proper share of production overheads and excise duty
                                                           wherever applicable.
               In Glass Solutions cost is determined on FIFO basis.




88
f)   Revenue Recognition
     Domestic and export sales are recognised on despatch of goods from the factory and port respectively. Sales are
     recorded net of rebate, trade discounts, sales tax, returns and transit insurance claims short received.
g) Retirement Benefits
     The Company’s contribution to Provident Fund and Family Pension Fund is charged to the Profit and Loss Account.
     AIS has schemes of Superannuation Fund and Gratuity Fund towards retirement benefits. The Gratuity and
     Superannuation Fund benefits are administered by Trusts and through the Group Schemes of the Life Insurance
     Corporation of India. Company’s contributions are charged to Profit and Loss Account.
     Provision for leave encashment benefit on retirement is made on the basis of actuarial valuation at the year end.
     Glass Solutions is in the process of creating Gratuity Fund & Superannuation Fund. During the year under reference,
     gratuity liability has been provided by it based on actuarial valuation as on 31st March, 2005 and superannuation
     liability has been provided based on the contract with the employees pending funding of the same.
h) Foreign Exchange Transactions
     Transactions in foreign currencies are recorded at the exchange rates prevailing at the date of the transactions.
     Current assets, current liabilities and loans denominated in foreign currencies and outstanding at year end are
     translated at the rates prevailing on the date of the Balance Sheet and resultant exchange loss/gain and also the
     realised exchange loss/gain are dealt in Profit and Loss Account. However, the exchange loss/gain on liabilities
     incurred and foreign currency loans utilised for acquisition of fixed assets is adjusted to the carrying cost of fixed
     assets.
     Where forward contracts are entered into, the difference between the forward rate and exchange rate on the date of
     transaction is recognised as income/expense over the life of the contract. Profit/Loss on cancellation or renewal of
     forward contracts is recognised as income/expense for the period.
i)   Borrowing Costs
     Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part
     of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for
     its intended use. All other borrowing costs are charged to revenue.
j)   Deferred Revenue Expenditure
     In AIS expenses incurred on amalgamation before 1st April, 2003 including filing fees paid for increase in authorised
     capital are considered as deferred revenue expenditure and written off over a period of five years.
     In Glass Solutions preliminary expenses are amortised over a period of five years.
k) Intangible Assets
     Intangible assets are stated at cost less accumulated depreciation. Intangible assets are recognised at cost which
     comprises of purchase price (including taxes and duties, if any) and any directly attributable expenditure on making
     the assets ready for their intended use.
l)   Taxation
     Provision for current tax is computed as per estimated ‘Total Income’ returnable under the Income Tax Act, 1961
     taking into account available deductions, exemptions and carried forward losses.
     Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference
     between taxable income and accounting income that originate in one period and are capable of reversal in one or
     more subsequent periods. Deferred tax is not recognised on unabsorbed depreciation and carry forward of losses
     unless there is virtual certainty and convincing evidence that there will be sufficient future taxable income available
     to realise such assets.
m) Contingent Liabilities
     Contingent liabilities are disclosed after a careful evaluation of the facts and legal aspects of the matter involved.
n) New Project Expenses
     Salaries and related costs, travel and other direct costs relating to new projects incurred prior to their commencement




                                                                                                                                89
                  of operation which are in the process of implementation are capitalised. Project expenses are allocated to respective
                  fixed assets on completion of the project i.e. when it is ready for commercial production. Specific items of indirect
                  expenditure that can be identified for any particular asset are allocated directly to related assets heads. Where such
                  direct allocation is not possible, allocation is made on the basis of method most appropriate to a particular case.
             o) Impairment of Assets
                After a careful evaluation of the assets, the Company identifies impairment of assets i.e. the amount by which
                carrying amount of assets exceed their recoverable value which is dealt with in the following manner:-
                i. Accumulated impairment losses prior to Accounting Standard (AS) - 28 becoming mandatory are adjusted against
                    opening balance of revenue reserves
                ii. Impairment losses arising after 1st April, 2004 are recognised as an expense in the profit and loss account.
             p) Other Accounting Policies
                These are consistent with generally accepted accounting practices.


     NOTES ON ACCOUNTS
     2. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 23,104.32 Lakhs (net of
        advances).
     3. Contingent Liabilities not provided for :
                                                                                                                            Rs. Lakhs
                                                                                                               As At 31st March, 2005
         a) Bank guarantees and letters of credit outstanding                                                               19,983.89
         b) Claims against the Company not acknowledged as debts
             i.   Disputed excise and custom duty                                                                             5,138.78
             ii. Disputed income tax demands                                                                                      31.53
             iii. Others                                                                                                          12.73

     4. In AIS purchases of raw materials during the year are net of quality claims against the suppliers including claims of
        Rs. 411.12 Lakhs yet to be settled. Adjustment for difference, if any, will be made in accounts on finalisation of the claims.
     5. a) In the previous year, in AIS, Custom and Central Excise Settlement Commission settled Excise Duty Liability at
           Rs. 367.86 Lakhs (excluding interest) out of which the Company accepted liability of Rs. 56.39 Lakhs and paid the same
           along with interest of Rs. 20.12 Lakhs. Against the balance liability Civil Writ Petition was accepted by High Court of
           Delhi against the payment of Rs. 1 Crore and on furnishing bank guarantee for the balance amount. During the year the
           High Court remanded back the matter to the Customs and Central Excise Settlement Commission against which the
           Excise Authorities have preferred an appeal before the Supreme Court. The final liability, if any, will be accounted on
           disposal of the appeal.
         b) Deputy Commissioner of Customs (Original Authority) in a previous year, issued an order imposing additional custom
            duty of about Rs. 1,793 Lakhs on the value of project imports made by erstwhile Floatglass India Ltd. (amalgamated
            with AIS with effect from 1st April, 2002). On appeal by AIS, Commissioner Customs (Appeals) set aside the above order
            on 25th November, 2002 against which the Commissioner of Customs filed an appeal before the Customs Excise and
            Service Tax Appellate Tribunal. Vide order dated 18th August, 2004 the matter was remanded back to the Original
            Authority for fresh decision. The liability, if any, will be accounted on final decision by Original Authority.
         c) Against the show cause notices issued in preceding years to erstwhile Floatglass India Limited, Commissioner of Central
            Excise, Customs and Service Tax confirmed excise duty liability of Rs. 2,595 Lakhs approximately including penalty
            (excluding interest) during the year. Against the above Orders, AIS has filed appeals in April, 2005 before the Customs,
            Excise and Service Tax Appellate Tribunal. AIS does not expect any liability on this account on the basis of legal opinion
            obtained from an eminent lawyer. The liability, if any, will be accounted on final disposal of appeals.

     6. AIS has substantial unabsorbed depreciation and carried forward losses as per Income Tax Act (on the basis of Income Tax
        Returns and/or assessments made of erstwhile Floatglass India Limited) resulting in net deferred tax assets which are not
        recognised in the Profit and Loss Account as a matter of prudence and in accordance with Accounting Standard (AS) - 22
        issued by the Institute of Chartered Accountants of India.




90
    The major components of Deferred Tax Assets / (Liabilities) arising on account of timing differences are as follows :
                                                                                                                    Rs. Lakhs
                                                                                                       As At 31st March, 2005
    Deferred Tax Assets / (Liabilities)
    Unabsorbed depreciation/carried forward of losses under Tax Laws                                                  5,917.38
    Difference between book depreciation and depreciation under the Income Tax Rules                                (4,096.99)
    Expenses allowed for tax purpose on payment basis                                                                   (34.61)
    Expenditure claimed as revenue under the Income Tax Act, 1961, but treated
    as deferred revenue in the books                                                                                        11.13
    Provision for doubtful debts and advances                                                                           107.87
    Others                                                                                                                  21.16
                                                                                                                      1,925.94
7. Pursuant to Accounting Standard (AS) - 28 on impairment of assets becoming mandatory with effect from 1st April, 2004,
   AIS has identified the assets impaired on 1st April, 2004. Based on the reports of technical surveyors/experts appointed for
   the purpose, AIS has estimated the recoverable amount (net selling price) of such impaired assets consisting of machineries
   and residential quarters and adjusted accumulated impairment losses of Rs. 955.33 Lakhs against opening balance of
   General Reserve. The Company has assessed its assets for impairment as at 31st March, 2005 and concluded that there is
   no significant change in the position stated above.
8. Earnings Per Share (EPS) :                                                                                         Rs. Lakhs
                                                                                                       As At 31st March, 2005
    Profit After Tax as per Profit and Loss Account                                                                   7,718.38
    Less preference dividend including tax thereon                                                                          43.35
    Less minority interest                                                                                                     _
    Profit attributable to Equity shareholders -(A)                                                                   7,675.03
    Basic/Weighted average number of Equity Shares outstanding– (B)                                                7,99,63,793
    Nominal value of Equity Shares (Re.)                                                                               1/-each
    Basic/Diluted Earnings per Share (Rs.) – (A)/(B)                                                                        9.60
9. Detail of investments in Associates are as follows :                                                               Rs. Lakhs
    Name of Associate                  Original Amount of Goodwill      Acumulated       Profit (Loss) Carrying amount
                                        Cost of        included in       profit upto      for the year of investment at
                                    Investment       Original Cost 31st March, 2004 31st March, 2005 31st March, 2005
    Asahi India Map Auto Glass Ltd.      191.50             177.60           172.09              (5.21)          358.38
    AIS Weilin Auto Glass Services Ltd. 35.00                (2.58)            17.44            18.20             70.64
                                        226.50              175.02           189.53              12.99          429.02

10. Related Party Disclosures under Accounting Standard (AS) - 18
    a. List of Related Parties (As identified by the Management)
        i. Associates : AIS Welkin Auto Glass Services Ltd., Asahi India Map Auto Glass Ltd.
        ii. Enterprises owned or significantly influenced by key management personnel or their relatives:
             Shield Autoglass Ltd., Samir Paging Systems Ltd., R.S.Estates (P) Ltd., Nishi Electronics (P) Ltd., Maltex Malsters
             Ltd., Essel Marketing (P) Ltd., Allied Fincap Services Ltd., Usha Memorial Trust, ACMA, Krishna Maruti Ltd.
        iii. Key Management Personnel and their relatives-
             Directors - Mr. B. M. Labroo, Mr. Sanjay Labroo, Mr. P. L. Safaya, Mr. K. Miyazawa, Mr. Arvind Singh
             Relatives : Mrs. Kanta Labroo, Mrs. Rajni Safaya
        iv. Other related party where control exists :
             Asahi Glass Co. Limited, Japan and its subsidiaries - AGC Flat Glass Asia Pacific Pte. Ltd., Asahi Glass Machinery
             Co. Ltd., Asahi Glass Phillipines,Inc., Glavermas Pte Ltd., Glavermas Mirrors Pte Ltd., Glaverbel S.A., Asahi Glass
             Ceramics Co. Ltd., P. T. Asahimas Flat Glass TBK Indonesia, AGC Automotive Thailand Co. Ltd.




                                                                                                                                    91
     b. Transactions with Related Parties :                                                                                                Rs. Lakhs
        Nature of Transaction                                  Associates          Enterprise owned or     Key Management               Others
                                                                                       significantly        Personnel and
                                                                                     influenced by Key       their relatives
                                                                                   Management Personnel
                                                          Volume of transactions Volume of transactions Volume of transactions Volume of transactions
                                                           for the year ended       for the year ended     for the year ended      for the year ended

                                                           31st March, 2005          31st March, 2005      31st March, 2005          31st March, 2005
        1.   Expenses

             Purchase of materials                                           —                         —                       —              4,637.97

             Purchase of trading goods                                       —                         —                       —                 229.55

             Business promotion expenses                                     —                    29.35                        —                        —

             Remuneration to directors                                       —                         —               450.75                           —

             Directors sitting fee                                           —                         —                  1.40                          —

             Rent paid                                                       —                   18.00                   7.20                           —

             Fee for technical and consultancy services                      —                         —                       —                  30.97

             Training expenses                                               —                     0.22                        —                        —

             Repair and Maintenance                                          —                     0.18                        —                  17.43

             Miscellaneous Expenses                                          —                     0.62                        —                        —

             Royalty                                                         —                         —                       —                 618.64

             Dividend                                                        —                         —                       —                 577.26

             Membership and Subscription                                     —                     1.00                        —                        —

             Interest on ICD                                                 —                     2.30                        —                        —

        2.   Income

             Sale of goods                                          1,439.07                           —                       —                 313.16

             Interest/ Commission received                               6.44                          —                       —                        —

        3.   Purchase of Capital Goods                                       —                         —                       —              1,314.20

        4.   Inter Corporate Deposit Given                            100.00                           —                       —                        —

        5.   Unsecured Loan Accepted and Repaid                              —               1,200.00                          —                        —

        6.   Guarantee Given                                          200.00                           —                       —                        —

        7.   Investment in Equity Shares                                10.00                          —                       —                        —

        8.   Balances as on                                31st March, 2005          31st March, 2005      31st March, 2005          31st March, 2005
             Loans and advances                                             5.23                 18.00                         —              3,900.39

             Creditors                                                       —                     0.34                275.36                           —

             Debtors                                                   176.34                      0.89                        —                        —

             Foreign Currency Loan                                           —                         —                       —            20,881.44




92
11. Segment Information :
    a) Information about Primary Business Segments                                                                     Rs. Lakhs
        Particulars                                       Automotive Glass    Float Glass     Unallocable/others            Total
        Segment revenue
        External                                                 32,732.10      26,771.77                       0.11   59,503.98
        Inter segment sales (Net of excise duty)                    169.74       1,151.25                (1,320.99)            —
        Other income                                                                                         104.67        104.67
        Total revenue                                           32,901.84      27,923.02                  (1,216.21)   59,608.65
        Segment result                                           5,391.66       3,345.46                                8,737.12
        Unallocated Income (net of expenses)                                                                (46.49)       (46.49)
        Operating profit                                          5,391.66       3,345.46                   (46.49)     8,690.63
        Interest expense                                                                                     315.58        315.58
        Interest income                                                                                       49.45         49.45
        Income taxes - Current                                                                              670.00        670.00
                       - Deferred                                                                                —             —
        Prior period Adjustments/Taxes paid for earlier years                                                 36.12         36.12
        Net profit                                                5,391.66       3,345.46                (1,018.74)     7,718.38
        Other information
        Segment assets                                          33,780.08      38,864.46                  1,065.65     73,710.19
        Total assets                                            33,780.08      38,864.46                  1,065.65     73,710.19
        Segment liabilities                                      5,427.65       3,899.40                  1,632.40     10,959.45
        Share capital and reserves                                                                       18,244.29     18,244.29
        Secured and unsecured loans                                                                      44,506.45     44,506.45
        Total liabilities                                         5,427.65      3,899.40                 64,382.14     73,710.19
        Capital expenditure                                      13,161.89      8,693.58                     61.02     21,916.49
        Depreciation / Amortisation                               1,960.21      2,071.72                      5.56      4,037.49
        Non cash expenses other than
        depreciation/amortisation                                    11.95              —                      2.16         14.11
    b) Information about Secondary Business Segments
       Particulars                                                    India            Outside India                        Total
       Revenue by Geographical Market
       External                                                  58,160.57                  2,769.07                   60,929.64
       Less: Inter segment sales (Net of excise duty)             1,320.99                                              1,320.99
       Total                                                     56,839.58                  2,769.07                   59,608.65
12. Comparative figures for the previous year could not be presented as consolidated financial statements were not prepared
    for that year.
13. Figures pertaining to subsidiary company have been reclassified wherever necessary to bring them in line with the parents’
    company financial statements.
14. Figures have been rounded off to Rs. Lakhs upto two decimal points.

Per our report of even date                                                                 On behalf of the Board of Directors
For Jagdish Sapra & Co.
Chartered Accountants

Jagdish Sapra                    B. M. Labroo              Sanjay Labroo               H. D. Daftary           Rajesh Mukhija
Partner                             Chairman        Managing Director &               Chief Financial            Head- Legal &
M. No. 9194                                        Chief Executive Officer                     Officer       Company Secretary

Place : New Delhi                Place : Gurgaon
Dated : 24th May, 2005           Dated : 24th May, 2005




                                                                                                                                    93
Consolidated Cash Flow Statement




                                                                                                                              Rs. Lakhs
                                                                                                                  2004-2005
                                                                                                       Amount                  Amount
                                        A) CASH FLOW FROM OPERATING ACTIVITIES
                                          Net Profit before tax and extraordinary items                8,411.51
                                          Adjustment for:
                                          Depreciation and Amortisation of Intangible Assets          4,037.49
                                          Loss on sale of fixed assets and assets discarded (Net)        14.82
                                          Profit on sale of Long Term Investments                        (0.18)
                                          Profit on sale of Current Investments                          (2.90)
                                          Deferred revenue expenditure written off                       14.12
                                          Increase in the value of long term investments Reversed       (48.02)
                                          Interest paid                                                 315.58
                                          Interest received                                             (49.45)
                                          Dividend received                                              (4.12)
                                          Operating Profit before working capital changes            12,688.85
                                          Adjustment for:
                                          Trade and other receivables                                (3,456.65)
                                          Inventories                                                  (893.91)
                                          Trade payable                                               1,462.85
                                          Cash Generated from Operations                              9,801.14
                                          Interest paid                                                (315.58)
                                          Direct taxes paid                                            (678.16)
                                          Increase in deferred revenue expenditure                      (10.82)
                                          Cash Flow before Extraordinary/Prior Period Items           8,796.58
                                          Prior Period / Extraordinary items                            (27.96)
                                          Net Cash from Operating Activities                                                  8,768.62
                                        B) CASH FLOW FROM INVESTING ACTIVITIES
                                          Purchase of fixed assets, including capital
                                          work in progress                                          (22,796.49)
                                          Sale of fixed assets                                            12.51
                                          Purchase of Investments                                        (9.99)
                                          Sale of investments                                             2.88
                                          Profit on sale of Current Investments                           2.90
                                          Dividend received on investments                                 4.12
                                          Interest received                                              49.45
                                          Net Cash used in Investing Activities                                           (22,734.62)




                                   94
                                                                                                                             Rs. Lakhs
                                                                                                               2004-2005
                                                                                                   Amount                     Amount

C) CASH FLOW FROM FINANCING ACTIVITIES
   Proceeds of long term borrowing                                                                  367.98
   Payment of long term borrowings                                                                (650.97)
   Net proceeds of short term borrowing                                                         17,746.78
   Redemption in Preference shares                                                                 (795.17)
   Dividend and dividend tax paid                                                               (3,023.73)
   Net Cash used in Financing Activities                                                                                    13,644.89
   Net Increase/(Decrease) in Cash and
   Cash Equivalent (a+b+c)                                                                                                    (321.11)
   Cash and Cash Equivalent As At 1st April, 2004
   (Opening Balance)                                                                              1,176.97
   Cash and Cash Equivalent As At 31st March, 2005
   (Closing Balance)                                                                                855.86

Notes :
i. The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard (AS) - 3 on
   Cash Flow Statement issued by the Institute of Chartered Accountants of India.
ii. Interest paid is net of and purchase of fixed assets is inclusive of interest capitalised of Rs. 171.43 Lakhs.
iii. Net proceeds from long term borrowings and deduction from fixed assets include foreign exchange gain of Rs. 1.45 Lakhs.
iv. Figures in brackets represent outflows.




Per our report of even date                                                                      On behalf of the Board of Directors
For Jagdish Sapra & Co.
Chartered Accountants

Jagdish Sapra                      B. M. Labroo                Sanjay Labroo                 H. D. Daftary             Rajesh Mukhija
Partner                               Chairman          Managing Director &                 Chief Financial              Head- Legal &
M. No. 9194                                            Chief Executive Officer                       Officer         Company Secretary

Place : New Delhi                  Place : Gurgaon
Dated : 24th May, 2005             Dated : 24th May, 2005




                                                                                                                                         95
                                                                                                                 AIS GLASS SOLUTIONS LTD.
                                To the Members,                                             Mr. Arvind Singh, being the first Director, would retire
Report of the Directors’




                                                                                            from office at the ensuing Annual General Meeting. A
                                Your Directors have pleasure in presenting this First
                                                                                            notice under Section 257 of the Companies Act, 1956
                                Annual report and Audited Accounts for the period
                                                                                            has been received from a member proposing the
                                ended 31st March, 2005
                                                                                            candidature of Mr. Arvind Singh for the office of Director
                                                                                2004-05     of the Company.
                                Financial Results                                    Rs.    Necessary resolutions for approval of the members, for
                                Sales                                         10,664.00     their appointment as Directors, have been
                                                                                            incorporated in the Notice convening the forthcoming
                                Loss Before Depreciation /                                  Annual General Meeting of the Company.
                                Amortisation                              10,914,021.75
                                Depreciation / Amortisation                  555,573.00     Directors’ Responsibility Statement

                                Loss Before Tax                           11,469,594.75     Pursuant to Section 217(2AA) of the Companies Act,
                                                                                            1956, the Directors hereby state and confirm.
                                Loss After Tax                            11,469,594.75
                                                                                            i) that in the preparation of the annual accounts, the
                                Operations                                                     applicable accounting standards had been
                                The Company was incorporated on 19th day of July,              followed along with proper explanation relating to
                                2004, as a subsidiary of Asahi India Glass Ltd. During         material departures;
                                the year, the Company achieved a turnover of                ii) that the Directors had selected such accounting
                                Rs. 10,664/- and incurred operational losses of                 policies and applied them consistently and made
                                Rs. 109.94 lakhs.                                               judgements and estimates that are reasonable and
                                The Company however, created awareness of its                   prudent so as to give a true and fair view of the
                                products in the market by organising various meets and          state of affairs of the Company at the end of the
                                training programs of its dealers and architects and also        financial year and of the profit or loss of the
                                by way of its other marketing operations.                       Company for that period;

                                Dividend                                                    iii) that the Directors had taken proper and sufficient
                                                                                                 care for the maintenance of adequate accounting
                                Your Directors have not recommended any dividend for
                                                                                                 records in accordance with the provisions of this
                                the financial year 2004-05.
                                                                                                 Act for safeguarding the assets of the Company and
                                Directors                                                        for preventing and detecting fraud and other
                                                                                                 irregularities;
                                Mr. Sanjay Labroo, being the first Director, would retire
                                from office at the ensuing Annual General Meeting. A        iv) that the Directors had prepared the annual
                                notice under Section 257 of the Companies Act, 1956             accounts on a going concern basis.
                                has been received from a member proposing the
                                candidature of Mr. Sanjay Labroo for the office of          Fixed Deposits
                                Director of the Company.                                    Your Company has not accepted any deposits and, as
                                Mr. Kunwar Narayan, being the first Director, would         such, no amount of principal or interest was
                                retire from office at the ensuing Annual General            outstanding as on the balance sheet date.
                                Meeting. A notice under Section 257 of the Companies
                                                                                            Auditors And Auditors’ Report
                                Act, 1956 has been received from a member proposing
                                the candidature of Mr. Kunwar Narayan for the office        The Auditors of the Company M/s Jand & Associates.,
                                of Director of the Company.                                 Chartered Accountants, retire at the forthcoming
                                                                                            Annual General Meeting and have confirmed their




                           96
                                                                              AIS GLASS SOLUTIONS LTD.
eligibility and willingness to accept the office, if re-   Particulars of Employees
appointed.
                                                           As required, no employee of the Company was in
The Notes to the Accounts, referred to in the Auditors’    receipt of a remuneration exceeding the limits
Report, are self-explanatory and, therefore, do not call   prescribed under Section 217(2A) of the Companies Act,
for any further comments.                                  1956 and rules framed thereunder read with
                                                           Companies (Particulars of Employees) Rules, 1975.
Conservation of Energy, Research & Development,
Technology Absorption, Foreign Exchange Earnings           Acknowledgement
and Outgo
                                                           Your Directors express their gratitude for the co-
During the year under review, your Company was not         operation, guidance and support received from the
engaged in the manufacturing activities, therefore, the    Customers, Banks, Vendors and the Government
particulars as required under Section 217(1)(e) read       Authorities.
with the Companies (Disclosure of Particulars in the
                                                           Your Directors wish to place on record their sincere
Report of Board of Directors) Rules, 1988 regarding the
                                                           appreciation for the efforts put in by the employees at
conservation of energy, research and development and
                                                           all levels and for the continued patronage and support
technology absorption are not applicable.
                                                           extended by its shareholder, Asahi India Glass Ltd.
During the year under review, expenditure in foreign
currencies amounted to Rs. 1,94,200 on account of                                  For and on behalf of the Board
import of books & software and travel.
There was no foreign exchange earnings during the          Place : New Delhi                       Sanjay Labroo
year.                                                      Dated : 9th May, 2005                       Chairman




                                                                                                                     97
                                                                                                      AIS GLASS SOLUTIONS LTD.
                        The Members,                                                     so far as it appears from our examination of
Auditors’ Report




                        AIS Glass Solutions Ltd.                                         these books;
                        New Delhi.
                                                                                     c) The Balance Sheet, Profit and Loss Account and
                        1. We have audited the attached Balance Sheet of AIS            Cash Flow Statement dealt with by this report
                           Glass Solutions Ltd. as at March 31, 2005 and also           are in agreement with the books of account;
                           the annexed Profit and Loss Account and Cash Flow
                                                                                     d) In our opinion, Balance Sheet, Profit and Loss
                           Statement of the Company for the period 19th July
                                                                                        Account and Cash Flow Statement comply with
                           2004 to 31st March 2005. These financial
                                                                                        the Accounting Standards referred to in Sub-
                           statements are the responsibility of the Company’s
                                                                                        Section (3C) of Section 211 of the Companies
                           management. Our responsibility is to express an
                                                                                        Act, 1956;
                           opinion on these financial statements based on our
                           audit.                                                    e) On the basis of written representations
                        2. We conducted our audit in accordance with the                received from the directors and taken on record
                           auditing standards generally accepted in India.              by the Board of Directors, we report that prima
                           Those Standards require that we plan and perform             facie none of the directors is disqualified from
                           the audit to obtain reasonable assurance about               being appointed as a director in terms of
                           whether the financial statements are free of                 Section 274(1)(g) of the Companies Act, 1956
                           material misstatement. An audit includes                     as at March 31, 2005;
                           examining on a test basis, evidence supporting the        f) In our opinion and to the best of our
                           amounts and disclosures in the financial                     information and according to the explanations
                           statements. An audit also includes assessing the             given to us, the said accounts read together
                           accounting principles used and significant                   with the notes thereon, give the information
                           estimates made by management, as well as                     required by the Companies Act, 1956 in the
                           evaluating the overall financial statement                   manner so required and give a true and fair
                           presentation. We believe that our audit provides a           view:
                           reasonable basis for our opinion.
                                                                                         (i) In the case of the Balance Sheet, of the
                        3. As required by the Companies (Auditors’ Report)                   state of affairs of the Company as at March
                           Order, 2003 issued by the Central Government of                   31, 2005 and
                           India in terms of Section 227(4A) of the Companies
                           Act, 1956, we enclose in the Annexure a statement             (ii) In the case of Profit and Loss Account, of
                           of the matters specified in paragraphs 4 & 5 of the                the loss for the period 19th July 2004 to 31st
                           said order to the extent these are applicable to the               March 2005.
                           Company.                                                      (iii) In the case of the Cash Flow Statement, of
                        4. Further to our comments in the Annexure referred                    the cash flows for the period 19th July 2004
                           to above, we report that:                                           to 31st March 2005.

                           a) We have obtained all the information and
                                                                                                                   For Jand & Associates
                              explanations which to the best of our
                                                                                                                  Chartered Accountants
                              knowledge and belief were necessary for the
                              purpose of our audit;
                                                                                                                              Pawan Jand
                           b) In our opinion, proper books of account as          Place : New Delhi                                 Prop.
                              required by law have been kept by the Company       Dated : 9th May, 2005                      M.No. 80-501




                   98
                                                                                AIS GLASS SOLUTIONS LTD.
(Referred to in para 3 of our report of even date)          iv.   In our opinion and according to the information




                                                                                                                            Annexure to the Auditors’ Report
                                                                  and explanations given to us, there are adequate
i.     a) The Company has maintained proper records
                                                                  internal control procedures commensurate with
          showing full particulars, including
                                                                  the size of the Company and nature of its
          quantitative details and situation of fixed
                                                                  business with regard to the purchase of
          assets.
                                                                  inventories and fixed assets and with regard to
       b) As per information and explanations given to            the sale of goods. Further, on the basis of our
          us, the fixed assets have been physically               examination and according to information and
          verified by the management during the period            explanations given to us, we have neither come
          and no material discrepancy was noticed on              across nor have been informed of any instance of
          such verification.                                      major weaknesses in the aforesaid internal
       c) In our opinion and according to the                     control procedures.
          information and explanations given to us, the
                                                            v.    a) According to information and explanations
          Company has not disposed off any asset
                                                                     given to us, the Company has not done any
          during the period.
                                                                     transaction which needs to be entered into
ii.    a) As per information and explanations given to               the register maintained under Section 301 of
          us, the inventory has been physically verified             the Companies Act, 1956.
          during the period by the management. In our             b) Not applicable.
          opinion the frequency of verification is
          reasonable.                                       vi.   In our opinion and according to the information
                                                                  and explanations given to us, the Company has
       b) In our opinion and according to the
                                                                  not accepted any deposits within the meaning of
          information and explanations given to us, the
                                                                  section 58A and 58AA of the Companies Act, 1956
          procedure of verification of inventories
                                                                  and the rules framed there under.
          followed by the management are reasonable
          and adequate in relation to the size of the
                                                            vii. As the Company has just started its business
          Company and the nature of its business.
                                                                 activities, it is in the process of establishing an
       c) In our opinion and according to the                    Internal Audit System.
          information and explanations given to us, the
          Company has maintained proper records of          viii. The maintenance of cost records for the
          inventory and no discrepancy has been                   Company’s business has not been prescribed by
          noticed on such verification between physical           the Central Government under Section 209 (1) of
          stock and book records.                                 the Companies Act, 1956.

iii.   a) The Company has neither granted nor taken         ix.   a) According to the information and explanation
          any loans secured or unsecured to/from                     given to us, the Company has been regular in
          Companies, firms or other parties listed in the            depositing undisputed statutory dues,
          register maintained under Section 301 of the               including Provident Fund, Employees’ State
          Companies Act, 1956.                                       Insurance, Income tax, Sales tax, Wealth tax,
                                                                     Custom Duty and other material statutory
       b) Not applicable.
                                                                     dues applicable to it with the appropriate
       c) Not applicable.                                            authorities during the year.
       d) Not applicable.                                         b) Not applicable.




                                                                                                                       99
                                                                                      AIS GLASS SOLUTIONS LTD.
      x.    The Company was incorporated on July 19, 2004         xvii. The Company has not raised any funds on short-
            and has not yet completed five years from the               term basis and therefore Clause (xvii) of the order
            date of registration and hence Clause (x) of the            is not applicable.
            order is not yet applicable to the Company.
                                                                  xviii. The Company has not made any preferential
      xi.   The Company has not obtained any borrowings                  allotment of shares during the year.
            from any banks or financial institutions or by way
            of debentures.                                        xix. The Company has not issued any debentures
                                                                       during the year.
      xii. As per information and explanations given to us,
           the Company has not granted any loans and              xx. The Company has not raised money by way of
           advances on the basis of security by way of pledge         public issue during the year.
           of shares, debentures and other securities.
                                                                  xxi. During the course of our examination of the books
      xiii. In our opinion, the Company is not a nidhi/mutual
                                                                       of account carried out in accordance with the
            benefit fund/society and hence Clause (xiii) of the
                                                                       generally accepted auditing practices in India, we
            order is not applicable to the Company.
                                                                       have not come across any instance of fraud on or
      xiv. In our opinion, the Company is not dealing in or            by the Company nor have we been informed by
           trading in shares, securities, debentures and               the management of any such instance being
           other investments and hence Clause (xiv) of the             noticed or reported during the year.
           order is not applicable to the Company.
                                                                                                   For Jand & Associates
      xv. As per information and explanation given to us,
                                                                                                  Chartered Accountants
          the Company has not given any guarantees for
          loans taken by others from banks or financial
          institution.
                                                                                                             Pawan Jand
      xvi. The Company has not taken any term loan and            Place : New Delhi                                Prop.
           therefore Clause xvi of the order is not applicable.   Dated : 9th May, 2005                     M.No. 80-501




100
                                                                                 AIS GLASS SOLUTIONS LTD.




                                                                                                                               Balance Sheet
                                                                                                                  Rs.
                                                           Schedule                            As at 31st March, 2005
SOURCES OF FUNDS
1. Shareholders’ Funds
    a) Share Capital                                           1              25,500,000.00
                                                                                                      25,500,000.00
2. Share Application Money                                                                              3,321,088.57
    Total                                                                                             28,821,088.57
APPLICATION OF FUNDS
1. Fixed Assets                                                2
    a) Gross Block                                                              6,101,706.34
    b) Less : Depreciation / Amortisation                                         555,573.00
    c) Net Block                                                                5,546,133.34            5,546,133.34
2. Current Assets, Loans and Advances                          3
    a) Inventories                                                                951,325.75
    b) Sundry Debtors                                                              10,717.00
    c) Cash and Bank Balances                                                   4,152,022.93
    d) Loans and Advances                                                      8,126,384.80
                                                                               13,240,450.48
    Less:Current Liabilities and Provisions                    4
    a) Current Liabilities                                                     2,300,949.00
    b) Provisions                                                                         —
                                                                               2,300,949.00
    Net Current Assets                                                                                 10,939,501.48
3. Miscellaneous Expenditure
    (to the extent not written off or adjusted)                5                                         865,859.00
4. Profit and Loss Account                                                                             11,469,594.75
    Total                                                                                             28,821,088.57
    Notes to the Accounts                                      10



As per our report of even date                                                     On behalf of the Board of Directors
For Jand & Associates,
Chartered Accountants

Pawan Jand                                    Sanjay Labroo           Kunwar Narayan                       Amit Jain
Prop.                                               Director                 Director              Manager-Accounts
M.No. 80-501

Place: New Delhi
Date: 9th May, 2005




                                                                                                                         101
                                                                                                        AIS GLASS SOLUTIONS LTD.
Profit & Loss Account




                                                                                                                                         Rs.
                                                                                                                     Period 19th July, 2004
                                                                                          Schedule                     to 31st March, 2005
                              INCOME
                              Turnover                                                       6                                    10,664.00
                                                                                                                                  10,664.00
                              EXPENDITURE
                              Materials                                                      7                                     9,978.00
                              Personnel                                                      8                                 4,225,181.70
                              Marketing & Adminstration Expenses                             9                                 6,473,061.05
                              Preliminary Expenses Written Off                                                                  216,465.00
                              Depreciation / Amortisation                                    2                                   555,573.00
                                                                                                                             11,480,258.75
                              Profit/(Loss) Before Tax                                                                      (11,469,594.75)
                              Profit/(Loss) After Tax                                                                       (11,469,594.75)
                              Loss Carried to Balance Sheet                                                                 (11,469,594.75)
                              Basic/Diluted EPS ( Note 4 to Notes to Accounts)                                                       (10.99)
                              Notes to the Accounts                                          10




                              As per our report of even date                                              On behalf of the Board of Directors
                              For Jand & Associates,
                              Chartered Accountants

                              Pawan Jand                                 Sanjay Labroo       Kunwar Narayan                       Amit Jain
                              Prop.                                            Director             Director              Manager-Accounts
                              M.No. 80-501

                              Place: New Delhi
                              Date: 9th May, 2005




                        102
                                                                                   AIS GLASS SOLUTIONS LTD.




                                                                                                                               Schedules to the Accounts
                                                                                                                   Rs.
                                                                                              As at 31st March, 2005
SCHEDULE 1 : SHARE CAPITAL
AUTHORISED
50,00,000 Equity Shares of Rs.10 each                                                                   50,000,000.00
                                                                                                        50,000,000.00
ISSUED, SUBSCRIBED AND PAID UP
25,50,000 Equity Shares of Rs.10 each fully Paid Up                                                     25,500,000.00
                                                                                                        25,500,000.00




SCHEDULE 2: FIXED ASSETS
                                                                            Depreciation/Amortisation       Net Block
                                  Additions Deductions          As at    For the        On        As at          As at
Description                                                 31st Mar.    Period Deductions    31st Mar.      31st Mar.
                                                                2005                              2005           2005
                                         Rs.          Rs.         Rs.       Rs.         Rs.         Rs.            Rs.
A) Tangible Assets
    Buildings (On Lease)            833,740           —      833,740     95,661          —       95,661      738,079
    Office Equipments               864,063           —      864,063     71,301          —       71,301       792,762
    Computers                     1,473,599           —     1,473,599   254,228          —     254,228      1,219,371
    Electrical Installations
    & Fittings                      288,881           —      288,881     13,394          —       13,394       275,487
    Furniture & Fixtures          2,097,281           —     2,097,281   101,400          —     101,400      1,995,881
                                  5,557,564           —     5,557,564   535,984          —     535,984      5,021,580
B) Intangible Assets                                               —                                    —
    Computer Software               315,591           —       315,591    15,780          —       15,780       299,811
    Products Designs                228,552           —      228,552     3,809           —        3,809       224,743
                                    544,143           —       544,143    19,589          —       19,589       524,554
    Total                         6,101,706           —     6,101,706   555,573          —      555,573     5,546,133




                                                                                                                         103
                                                                           AIS GLASS SOLUTIONS LTD.
                                                                                                      Rs.
                                                                                   As at 31st March, 2005
      SCHEDULE 3 : CURRENT ASSETS, LOANS AND ADVANCES
      A) Inventories (As taken, valued and certified by Management)
          Stock in trade                                                                      38,220.00
          Stores                                                                              913,105.75
                                                                                              951,325.75
      B) Sundry Debtors
          (Unsecured Considered Goods)
          Over six months                                                   —
          Others                                                      10,717.00                10,717.00
                                                                                               10,717.00
      C) Cash and Bank Balances
          Cash on Hand                                                                         15,158.00
          Balances with Scheduled Banks
          — on Current Account                                                              4,136,864.93
                                                                                            4,152,022.93
      D) Loans and Advances
          (Unsecured considered good)
          Advances recoverable in cash or in kind
          or for value to be received                                                       6,453,124.80
          Security Deposits                                                                 1,673,260.00
                                                                                           8,126,384.80


      SCHEDULE 4 : CURRENT LIABILITIES AND PROVISIONS
      A) Current Liabilities
          Sundry creditors
          Dues to Small Scale Industrial Undertakings *                                               —
          Others                                                                              875,914.00
          Other Liabilities                                                                 1,425,035.00
          * As per the information available with the Company                              2,300,949.00
      B) Provisions                                                                                   —
                                                                                           2,300,949.00


      SCHEDULE 5 : MISCELLANEOUS EXPENDITURE
      (To the extent not written off or adjusted)
      Preliminary Expenses                                                                  1,082,324.00
      Less: Written off during the Period                                                    216,465.00
                                                                                             865,859.00




104
                                            AIS GLASS SOLUTIONS LTD.
                                                                     Rs.
                                                            Period Ended
                                                        31st March, 2005
SCHEDULE 6 : TURNOVER
Toughened Glass                                               10,664.00
                                                              10,664.00


SCHEDULE 7 : MATERIALS
Purchases                                                     48,198.00
Less: Closing Stock                                           38,220.00
                                                               9,978.00


SCHEDULE 8 : PERSONNEL
Salaries                                                   2,748,676.00
Contribution to Provident and Other Funds                    267,742.00
Staff Welfare Expense                                        113,201.00
Recruitment Expense                                          221,443.00
Training Expense                                             874,119.70
                                                           4,225,181.70


SCHEDULE 9 : MARKETING AND ADMINISTRATION
Advertisement & Marketing Expense                            839,705.00
Meets & Exhibitions                                          764,777.86
Market Training Programmes                                   122,495.00
Books & Periodicals                                          382,999.00
Travelling and Conveyance                                   1,051,495.42
Rent                                                         665,652.00
Rates & Taxes                                                 26,700.00
Legal & Professional Fee                                   1,099,075.00
Repairs and Maintenance
                Building                                     685,348.00
                Others                                       295,134.85
Office supply & stationery                                   199,980.00
Telephone & Communication                                    329,547.69
Miscellaneous Expense                                          10,151.23
                                                           6,473,061.05




                                                                           105
                                                                                               AIS GLASS SOLUTIONS LTD.
      SCHEDULE 10 : NOTES TO ACCOUNTS
      1. Background
         AIS Glass Solutions Limited was incorporated on July 19, 2004. The main business of the Company is to trade and provide
         services relating to different kinds of architectural glasses including toughened glass, laminated glass, insulated glass and
         glass products.
         The accompanying statement of Profit & Loss reflects the results of the activities undertaken by the Company during the
         period 19th July 2004 to 31st March 2005.
      2. Significant Accounting Policies:
         a) Accounting Convention
             The financial statements are prepared under the historical cost convention, on accrual basis, in accordance with the
             generally accepted accounting principles in India, the Accounting Standards issued by the Institute of Chartered
             Accountants of India and the provisions of the Companies Act, 1956.
         b) Fixed Assets
             Both tangible and intangible Fixed Assets are stated at cost of acquisition or construction, less accumulated
             depreciation/amortisation. Cost includes all expenses related to acquisition and installation of the concerned asset.
             Building on lease comprise of cost of additions and alterations carried out as well as brokerage paid for taking the
             same on lease.
         c) Intangible Assets
             Intangible asset are amortized over a period of five years on a pro-rata basis.
         d) Inventories
             Inventories are valued at lower of cost or net realizable value. Cost for this purpose is determined on FIFO basis.
         e) Revenue Recognition
             Sales are recognized as soon as goods are supplied and are recorded net of returns, trade discounts, rebates, taxes etc.
         f) Material Cost
             Cost of material is determined by adding opening stock to purchases and reducing therefrom the closing stock
         g) Retirement Benefits
             Company’s contribution to Provident Fund is charged to the Profit & Loss Account. The company is in the process of
             creating Gratuity Fund & Superannuation Fund. During the year under reference, gratuity liability has been provided
             based on actuarial valuation as on 31.03.2005 and superannuation liability has been provided based on the contract
             with the employees pending funding of the same.
         h) Depreciation
             Depreciation on tangible assets except those on lease is provided on the Written Down Value at the rates specified in
             Schedule XIV to the Companies Act, 1956. Leasehold assets are depreciated over the period of lease.
         i) Taxes on Income
             Current Tax is the amount of tax payable on the taxable income for the year determined in accordance with the provisions
             of the Income Tax Act, 1961.
             Deferred Tax is recognized on timing differences, being the differences between the taxable incomes and accounting
             income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred Tax Asset
             subject to the consideration of prudence are to be recognized and carried forward only to the extent that there is a
             reasonable certainty that sufficient future taxable income will be available against which such Deferred Tax Asset can
             be realized. The tax effect is calculated on the accumulated timing difference at the year end based on the tax rates and
             laws enacted or substantially enacted on the Balance Sheet date.
         j) Segment Reporting
             The Company trades only in one business segment i.e. glass and has made sale only in one geographical area. Therefore
             AS-17 on Segmental Reporting is not applicable to the Company.
         k) Preliminary Expenses
             Preliminary Expenses are amortized over a period of five years.
      3. Notes to Accounts:
          1. Contingent Liabilities                                           Nil
          2. Capital Commitments
             Value of contracts remaining to be executed on Capital Account net off advances of Rs. 1,65,000/-, to the extent not
             provided for Rs. 4,85,400/-.




106
                                                                                       AIS GLASS SOLUTIONS LTD.
    3. Auditors Remunerations
       – as auditor                                                  Rs. 60,000/-
       – as management advisor                                       Rs. 42,000/-
       – out of pocket expenses including service tax                Rs. 11,120/-
    4. Earning per Share
       – Net Profit (Loss) available for equity shareholders           Rs. (1,14,69,594.75)
       – Number of Weighted Average number of shares                   10,44,094
       – Basic/Diluted Earning (Loss) Per Share                        Rs. (10.99)
    5. Related Party disclosures
       List of Related Parties
       i. Enterprise having control over reporting enterprise: Asahi India Glass Limited.
       ii. Key Management Personnel: Mr. Sanjay Labroo, Mr. Arvind Singh and Mr. Kunwar Narayan.
       Transaction with Related Parties
       Asahi India Glass Limited:- Equity Contribution             : Rs. 2,54,99,940/-.
                                   Share Application Money         : Rs. 33,21,088.57
    6. Additional Information as required by Part II of Schedule VI of the Companies Act, 1956:
        1. Purchases, Sales and Closing Stock
           Product:                                                  Toughened Glass
           Purchase:
           In Quantity                                               32.7207 Sqr. Mtr.
           In Value                                                  Rs. 48,198/-
           Sale:
           In Quantity                                               5.202 Sqr. Mtr.
           In Value                                                  Rs. 10,664/-
           Closing Stock:
           In Quantity                                               27.5187 Sqr. Mtr.
           In Value                                                  Rs. 38,320/-
        2. CIF Value of Import: Capital Goods:                       Softwares Rs 29,581/-
        3. Expenditure in Foreign Currency on:
           – Books                                                   Rs 51,367
           – Software                                                Rs 29,581
           – Travel                                                  Rs 1,13,252
        4. Earning in Foreign Currency:                              Nil
    7. In the absence of profits no provision for income tax has been made.
       As the Company has just started its business activities, management has decided not to recognize Deferred Tax Assets
       on the consideration of prudence and conservative principle of accounting.
    8. In the opinion of the Board, all the current assets, loans and advances have a value on realization in the ordinary
       course of business atleast equal to the amount at which they are stated in the balance sheet.
    9. These being the first accounts of the Company, there are no previous year figures.




As per our report of even date                                                           On behalf of the Board of Directors
For Jand & Associates,
Chartered Accountants

Pawan Jand                                 Sanjay Labroo                 Kunwar Narayan                          Amit Jain
Prop.                                            Director                       Director                 Manager-Accounts
M.No. 80-501

Place: New Delhi
Date: 9th May, 2005




                                                                                                                               107
                                                                                                                     AIS GLASS SOLUTIONS LTD.
Cash Flow Statement




                                                                                                                                                       Rs.
                                                                                                                                  Period 19th July, 2004
                                                                                                                                    to 31st March, 2005
                            A) CASH FLOW FROM OPERATING ACTIVITIES
                                 Net Profit (Loss) before tax and extraordinary items                        (11,469,594.75)
                                 Adjustments for:
                                 Depreciation and Amortisation of Intangible Assets                               555,573.00
                                 Deferred revenue expenditure written off                                        216,465.00
                                 Operating Profit (Loss) before working capital changes                      (10,697,556.75)
                                 Adjustments for:
                                 Trade and Other Receivables                                                  (8,137,101.80)
                                 Inventories                                                                    (951,325.75)
                                 Trade Payables                                                                2,300,949.00
                                 Cash Generated from Operations                                              (17,485,035.30)
                                 Increase in deferred revenue expenditure                                     (1,082,324.00)
                                 Cash Flow before Extraordinary/Prior Period Items                           (18,567,359.30)
                                 Prior Period/Extraordinary Items                                                            —
                                 Net Cash Flow from Operating Activities                                                                  (18,567,359.30)
                            B) CASH FLOW FROM INVESTING ACTIVITIES
                                 Purchase of fixed assets, including capital work in progress                 (6,101,706.34)
                                 Net Cash Used in Investing Activities                                                                     (6,101,706.34)
                            C)   CASH FLOW FROM FINANCING ACTIVITIES
                                 Proceeds from Issue of Equity Shares                                        25,500,000.00
                                 Share Application Money                                                       3,321,088.57
                                 Net Cash Used in Financing Activities                                                                     28,821,088.57
                                 Net Increase/(Decrease) in Cash & Cash Equivalent (A+B+C)                                                   4,152,022.93
                                 Cash & Cash Equivalent As at 19th July, 2004 (Opening Balance)                                                         —
                                 Cash & Cash Equivalent As at 31st March, 2005 (Closing Balance)                                             4,152,022.93


                            Notes:
                            1. The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard
                                 3 (AS 3) on Cash Flow statement issued by the Institute of Chartered Accountant of India.
                            2. Figures in brackets represent outflow.
                            3. These being the first accounts of the Company, there are no previous year figures.




                            As per our report of even date                                                              On behalf of the Board of Directors
                            For Jand & Associates,
                            Chartered Accountants

                            Pawan Jand                                   Sanjay Labroo                  Kunwar Narayan                          Amit Jain
                            Prop.                                              Director                        Director                 Manager-Accounts
                            M.No. 80-501

                            Place: New Delhi
                            Date: 9th May, 2005




                      108
                                                                                              AIS GLASS SOLUTIONS LTD.




                                                                                                                                              Balance Sheet Abstract
Balance Sheet Abstract and Company’s General Business Profile as per Schedule VI, Part (IV) of the Companies Act, 1956
I.   Registration Details
         Registration No.        1   2   7   6   6   6                          State Code 5            5
         Balance Sheet Date      3   1       0   3       2    0   0    5

II. Capital raised during the year (Amount Rs. Lakhs)
     Public issue                                                     Right issue
                             N   I   L                                                        N     I       L
     Bonus issue                                                      Private placement
                             N   I   L                                                        2     5       5


III. Position of mobilisation and deployment of funds (Amount Rs. Lakhs)
     Total liabilities                                                Total assets
                2 8      8   .   2   1                                          2 8       8   .     2       1
     Sources of funds
     Paid-up capital                                                  Reserves and surplus
              2 8        8   .   2   1                                                        N     I       L
     Secured loans                                                    Unsecured loans
                             N   I   L                                                        N     I       L
     Application of funds
     Net fixed assets                                                 Investments
                   5 5       .   4   6                                                        N     I       L
     Net current assets                                               Miscellaneous expenditure
               1 0 9         .   3   9                                                 8 . 6                6
     Accumulated losses
             1 1 4           .   7   0


IV. Performance of Company (Amount Rs. Lakhs)
     Total income                                                     Total expenditure
                    0    0   .   1   0                                          1 1 4         .     8       0
     Profit before tax                                                Profit after tax
           (-) 1 1 4         .   7   0                                      (-) 1 1       4   .     7       0
     Earning per share in Rs.                                         Dividend @ %
              (-) 1 0 .          9   9                                                        N     I       L


V. Generic name of three principal products/services of Company
     Toughened Tempered Glass                                         Ch.H.No. 7004-10




                                                                                                  On behalf of the Board of Directors


                                             Sanjay Labroo                    Kunwar Narayan                              Amit Jain
                                                   Director                          Director                     Manager-Accounts

Place: New Delhi
Date: 9th May, 2005




                                                                                                                                        109
              AIS GLASS SOLUTIONS LTD.

      notes




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        AIS GLASS SOLUTIONS LTD.

notes




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              AIS GLASS SOLUTIONS LTD.

      notes




112

				
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Abhimanyu Sukhwal Abhimanyu Sukhwal Associate Consultant
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