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Directors Report of Borosil Glass Works Ltd.

Mar 31, 2015

Dear Members,

The Directors present their Fifty Second Annual Report and the Audited Financial Statements for the year ended March 31,2015. FINANCIAL RESULTS

(Rs. in lacs)

Year ended Year ended 31.03.2015 31.03.2014

Revenue from Operations 17,542 15,595

Other Income 6,600 4,076

Profit for the year before Finance cost, Depreci and exceptional item 7,348 5,023

Less: Finance Cost 25 50

Less: Depreciation & Amortisation Expenses 548 372

Profit before Exceptional Item 6,775 4,601

Less: Exceptional Item (NSEL write off) 422 435

Profit Before Tax 6,353 4,167

Less: Tax expenses 1,437 452

Profit for the year 4,916 3,715

Add: Balance as per last year 64,307 61,696

Amount available for Appropriation 69,223 65,411 Appropriations

Amount Transferred to General Reserve 500 400

Dividend on Equity Shares 751 601

Tax on above Dividend 153 102

Balance carried to Balance Sheet 67,819 64,307

DIVIDEND

The Board of Directors recommends a dividend of Rs. 25 /- per equity share for the year ended March 31,2015.

PERFORMANCE

Your Company has generated a business profit of Rs. 67.75 crores, (including profit of Rs. 26.91 crores from sale of fixed assets - net of expenses) (before tax and exceptional items) during the year under review. Hence, its business profit for the year is Rs. 40.84 crores as compared to Rs. 46.01 crores (before tax and exceptional items) in the previous year.

During the course of the year, the Company's operating profit grew from Rs. 13.43 crores to Rs. 17.80 crores.

The Company's efforts for organic as well as inorganic expansion both in India and abroad continues.

The Company has invested its investible funds of around Rs. 454 crores as on March 31,2015 as compared to Rs. 409 crores in the previous year in a mixture of Debt markets, Equity/Equity Linked Instruments, Bonds/Debentures, Convertible Preference Shares, Non-Convertible Redeemable Preference Shares, Real Estate, Opportunity based Funds, Real Estate Funds and Mutual Funds.

Scientific & Industrial Products Division (SIP)

The Financial Year 2014-15 has been a challenging year for SIP Division. The first six months of the year were relatively slow as far as business is concerned due to constraints in institutional funding basically consequent to formation of new Government. However, the demand from the industry especially pharmaceuticals was successfully converted to sales by the team which was able to register an overall growth of 17% during the year. New products groups have been received well by the Pharma Customers.

The Export team gained confidence in dealing with International clients which resulted in 44% growth over last year i.e. from Rs. 4.29 crores to Rs. 6.19 crores. The Company has been able to export to many new geographies. An international dealers meet was arranged in the month of November, 2014 which improved the perception of the International business houses towards the Company.

Consumer Products Division

The consumer products division has seen a growth of 10 % over the last financial year.

The Company's new range of products has been performing well. However, general market sentiment in the consumer sector has been depressed with the decline in footfalls in modern trade.

Apart from the product categories introduced by the Company in the previous years namely, Melamine dinnerware, Appliances and Home Decor, the Company also introduced more items namely, Glass container with lid under the sub brand Klip-n-store, Electric rice cooker as Digikook and Electric Kettles.

Exports of consumerware division during the year showed a marginal increase to Rs. 3.44 crores as compared to Rs. 3.20 crores in the previous year. The Company has made foray in the Middle East market through its subsidiary mentioned below. This apart, the Company, during the year explored new markets in U.S.A., Nepal and Singapore for its consumerware products as also looking for new export markets in Australia, Canada and Latin American countries, amongst others.

Exports

The overall exports of the Company during the year were Rs. 9.81 crores as compared to Rs. 7.49 crores during the previous year.

Investments

The Company has investments in various debt, equity and real estate instruments as per the Investment policy mandate approved by the Board. With the spurt in the equity market, the market value of equity components of the investment have gone up substantially during the year, although major portion of it remains unrealized and unbooked.

SHARE CAPITAL

The Paid up Capital of the Company is Rs. 3,00,60,000/- and Authorised Capital of the Company is Rs. 12,00,00,000/-.

SUBSIDIARY & ASSOCIATES

The Company has a wholly owned subsidiary namely Borosil Afrasia FZE (Free Zone Establishment) in Jebel Ali Free Zone situated in Dubai in United Arab Emirates (UAE).The said FZE is engaged in the business of marketing the Company's products in the Middle East and African markets.

The Company has formulated a Policy on material subsidiaries of the Company. The said policy is available on the website of the Company at http://www.borosil.com/doc_files/Policy%20for%20Determining%20Material %20Subsidiaries.pdf

The Company has two associate companies namely Gujarat Borosil Limited and Fennel Investment and Finance Private Limited by virtue of its holding of more than 20% of the respective equity share capital of those companies.

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 129(3) of Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company, along with Borosil Afrasia FZE (subsidiary), Gujarat Borosil Limited (in which the Company exercises more than 50% of the voting rights as per Accounting Standard 21) and Fennel Investment and Finance Private Limited (associate company). Apart from standalone annual accounts, consolidated accounts, Statement containing salient features on financial statements of subsidiary in form AOC 1, the individual standalone of all subsidiary/ associate as mentioned above will be uploaded on the website of the Company as per Section 136 of the Companies Act, 2013.

The Company will provide a copy of separate audited financial statements in respect of its subsidiaries to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the subsidiary company.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23, AS 27 issued by the Institute of Chartered Accountants of India, forms part of this Annual Report.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION ETC.

Board Meetings:

The Board of Directors of the Company met seven times during the year on 29th May, 2014; 30th May, 2014; 13th August, 2014; 3rd November, 2014; 30th January, 2015 ; 5th March, 2015 and 24th March, 2015.

Appointment of Independent Directors:

The Company had in its last Annual General Meeting appointed four Independent Directors in the Company namely Mr. U.K. Mukhopadhyay, Mr. Naveen Kumar Kshatriya, Mr. S. Bagai and Mrs. Anupa R. Sahney for a period of five years i.e. upto 31st March, 2019 under the Companies Act, 2013.

Declaration by Independent Directors:

The Company has received declaration of independence in terms of Section 149(7) of Companies Act, 2013 from the above mentioned Independent Directors.

Company's Policy on Directors' Appointment and Remuneration etc.:

Under Section 178 of the Companies Act, 2013, the Company has prepared a policy on Director's appointment and Remuneration. The Company has also laid down criteria for determining qualifications, positive attributes and independence of a Director.

Familiarization Programme for Independent Directors:

A Familiarization programme was prepared by the Company about roles, rights and responsibilities of Independent Directors in the Company, nature of industry in which the Company operates business model of the Company, etc., which was presented to Independent Directors on 3rd November, 2014. The details of the above programme are available on website of the Company at http://www.borosil.com/doc_files/Familarisation%20Programme%20for%20 Independent%20Directors.pdf

Formal Annual Evaluation:

The Formal Annual Evaluation has been made as follows:

1. The Company has laid down evaluation criteria separately for Board, Independent Directors, Directors other than Independent Directors and various committees of the Board. The criteria for evaluation of Directors (including the Chairman) included parameters such as willingness and commitment to fulfill duties, high level of professional ethics, contribution during meetings and timely disclosure of all the notice/details required under various provisions of laws. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

2. Evaluation of the Board was made by a Separate Meeting of Independent Directors held under Chairmanship of Mr. U.K. Mukhopadhyay, Lead Independent director (without attendance of non - Independent Director and members of the management ) on 5th March, 2015.

3. The performance evaluation of all committees namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Share Transfer Committee

were done by the Board of Directors at its meeting held on 5th March, 2015. However, evaluation of Stakeholders Relationship Committee was done by the Board of Directors at their meeting held on 13th May, 2015.

4. Performance evaluation of non - Independent Directors namely Mr. B. L. Kheruka, Mr. P.K. Kheruka, Mr. Shreevar Kheruka and Mr. V. Ramaswami was done by Separate meeting of Independent Directors.

5. Evaluation of Independent Directors namely Mr. U.K. Mukhopadhyay, Mr. Naveen Kumar Kshatriya, Mr. S. Bagai and Mrs. Anupa R. Sahney was done (excluding the Director who was evaluated) by the Board of Directors of the Company at its meeting held on 5th March, 2015.

6. In addition, the Nomination and Remuneration Committee has carried out evaluation of every Director's performance at its meeting held on 5th March, 2015 as required under Section 178 (2) of the Companies Act, 2013.

7. The Directors expressed their satisfaction with the evaluation process.

As reported in our last report, Mr. Dhanendra Kumar, who was an Additional Director, resigned w.e.f. 10th May, 2014.

Mr. V. Ramaswami retires by rotation and, being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

During the year, Mr. Rajesh Chaudhary, Chief Financial Officer of the Company was designated as Key Managerial Personnel under Section 203 the Companies Act, 2013.

Further, Mr. Shreevar Kheruka who was already Managing Director & CEO of the Company and Ms. Lovelina Faroz who was working as the Company Secretary were designated as Key Managerial Personnel's (KMPs) of the Company under the abovementioned provisions of the Companies Act, 2013 in their respective positions.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Company's website, "www.borosil.com". The Directors and senior Management personnel have affirmed their compliance with the Code for the year ended 31st March, 2015.

FIXED DEPOSITS

The Company has stopped accepting fresh fixed deposits since July 2006.

The details relating to unclaimed deposits are as under:

1. Deposits accepted during the year Nil

2. Deposits remained unpaid or Principle amount: Rs. 20,000/- unclaimed as at the end of Interest amount thereon: the year Rs. 5,089.04

3. Whether there has been any There has been no default in default in repayment of repayment of deposits or deposits or payment of payment of interest thereon. interest thereon during the year and if so, number of such cases and the total amount involved at the beginning of the year, maximum during the year and at the end of the year

4. The details of deposits Not Applicable which are not in compliance with the requirements of Chapter V of the Act

The unclaimed deposits pertain mainly to deceased deposit holders. As on the date of this Report, only two deposits remained unclaimed and the Company is making all efforts to reach out to concerned persons.

DEVELOPMENT AND IMPLENTATION OF RISK MANAGEMENT POLICY

The Company faces various risks in form of financial risk, operational risks etc. The Company understands that it needs to survive these risks in the market and hence have made a comprehensive policy on Risk Management.

RELATED PARTY TRANSACTIONS

The Company entered into various Related Party Transactions during the financial year which were in ordinary course of business. All such Related Party Transactions as also those transactions which were already in force were placed before the Audit Committee as also the Board for approval. The Company also gets approval of the Audit Committee of all transactions which are foreseen and repetitive in nature on quarterly basis. The Company obtained approval of shareholders through Postal Ballot during the year for entering into such Related Party Transactions which exceeded the threshold limits as mentioned under the Companies (Meetings of the Board and its Powers) Rules, 2013 or which were material in nature with Vyline Glass Works Limited and Gujarat Borosil Limited.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the website of the Company at http://www.borosil.com/doc_files/Related%20Parties%20Transaction% 20Policy.pdf

Particulars of Contracts or Arrangements entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed form AOC-2 is attached as an 'Annexure A' to this Report.

The details of all the transactions with Related Party are provided in the accompanying financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken projects in the areas of Education, Water and Health which were in accordance with Schedule VII of the Companies Act, 2013.

During the year the Company undertook a project through Chinmaya Vibhooti, a branch of Central Chinmaya Mission Trust for construction of a new well for the purpose of creating an Independent Source of water for drinking for ashram and its visitors. Such source of drinking water shall be great asset for them in far flung areas.

The Company contributed to a project of IIT, Bombay where a Chair was being created namely 'Prof N.R. Kamath Chair' for Institutional excellence with an initial corpus of Rs. 6 crores. The said corpus will be utilized to typically enable a Research and Teaching appointment for a minimum of one academic semester of a world class academician either on sabbatical from another University or from the permanent faculty of IIT, Bombay. This will enable to raise the bar and make IIT Bombay a truly world class University in years to come.

The Company also took part in organizing a General Medical camp through Rotary Club at Bharuch to undertake a 'preventive health care programme' in Bharuch District in Gujarat where the Company has its warehousing activities. Camps of such nature help to reach out to the utmost needy people of the surrounding areas. More than 2700 patients registered and were treated out of which 490 were recommended for surgery and more than 105 doctors rendered their honorary services. The said camp was organized in association with Indian Medical Association.

The Company contributed to a project of Friends of Tribal Society for promoting education through 'One Teacher School' called 'Ekal Vidyalaya' for tribal children in rural areas. This project helped in improving the socio-economic condition of the tribal society, spreading literacy and thus contributing to the progress of the entire community.

In terms of Section 135 of the Companies Act, 2013 and Rules made thereunder, the Company has constituted CSR committee comprising of the following members:

1. Mr. B.L. Kheruka

2. Mr. Shreevar Kheruka

3. Mr. U.K. Mukhopadhyay

4. Mr. Naveen Kumar Kshatriya

out of which Mr. U.K. Mukhopadhyay and Mr. Naveen Kumar Kshatriya are Independent Directors.

The CSR Committee of the Board of Directors

a. indicates the activities to be undertaken by the Company (within the framework of activities as specified in Schedule VII of the Act) during the particular year.

b. recommends to the Board the amount of expenditure to be incurred during the year under some of the activities covered in the Company's CSR Policy.

c. monitors the said Policy.

d. ensures that the activities as included in CSR Policy of the Company are undertaken by it in a phased manner depending on the available opportunities.

Company's CSR Policy:

The Board of Directors of the Company has approved the CSR Policy as recommended by the CSR Committee and the same has been uploaded on the Company's website at http://www.borosil.com/doc_files/Corporate%20Social%20Responsibility.pdf

Initiatives taken by the Company during the year:

The 2% of the net profits of the Company during the immediate three preceding financial years amounts to Rs. 58.15 lacs. The Company has spent a sum of Rs. 33.83 lacs during the year, as such the Company could not spend a sum of Rs. 24.32 lacs of the said 2% amount stipulated above. Reason being that the Company was looking for genuine and socially useful opportunity, where the money can be fruitfully used. The Company will make every endeavor to utilize its CSR expenditure during the current year.

An Annual Report on CSR activities in terms of Section 134 (3) (o) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as an 'Annexure B' to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in form MGT 9 is attached as an 'Annexure C' to this Report.

VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for re-appointment. A written consent from the auditor has been received along with a certificate that their appointment if made, shall be in accordance with the prescribed conditions and the said Auditors satisfy the criteria provided in Section 141 of the Companies Act, 2013. The Report does not contain any qualification.

COST RECORDS AND AUDIT

Under the Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. Although 'Glass' products are covered under the said Table, but the CETA headings under which Company's products are covered are not there. Hence, maintenance of cost records and also cost audit provisions are not applicable to the Company as of now.

SECRETARIAL AUDIT

Secretarial Audit Report dated 25th May, 2015 by Mr. Virendra Bhatt, Practising Company Secretary (CP no.124) is attached herewith as an 'Annexure D' to this Report. The Report does not contain any qualification.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 3,92,012 during the financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government in compliance with Section 124 of Companies Act, 2013. The Company has made all the transfers to the said fund in due time.

DIRECTORS' RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that we had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) that we had prepared the annual accounts on a going concern basis;

(e) and that we, had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

(f) that we had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

A statement on Particulars of Loans, Guarantees and Investments is attached as an 'Annexure E' to this Report read with note no. 11 and 14 to the financial statements.

EMPLOYEES' SAFETY

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at work place which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company has constituted an Internal Complaint Committee for its Head Office and branch/sales offices under Section 4 of the captioned Act. No complaint has been filled before the said committee till date. The Company has filed an Annual Report with the concerned Authority in the matter.

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION), RULES, 2014

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration), Rules, 2014 in respect of employees of the Company and Directors is attached as an ' Annexure F'.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014 is attached as an 'Annexure G'.

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

The Company is engaged in trading activity and it did not carry out any Research & Development activities nor introduced any new technology during the year. Hence, Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable with respect to those details.

Particulars with regard to foreign exchange earnings and outgo are furnished under note 34 to 37 of 'Notes to the Standalone Financial Statements'.

ACKNOWLEDGMENT

Your Directors record their appreciation for the co-operation received from the Employees, Customers and last but not the least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors

Place : Mumbai B. L. Kheruka Date : 25th May, 2015 Chairman


Mar 31, 2013

To The Members of BOROSIL GLASS WORKS LIMITED

The Directors present their Fiftieth Annual Report and the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lacs)

Year ended 31.03.2013 Year ended 31.03.2012

Revenue from Operations 13,447 12,602

Other Income 2,513 4,200

Profit for the year before Finance cost and Depreciation 2,836 4,136

Less: Finance Cost 27 18

Less: Depreciation & Amortisation Expenses 205 75

Profit for the year before tax 2,604 4,043

Less: Provision for Income Tax 452 761

Less: Deferred Tax 334 186

Less: MAT Credit entitlement (171) (133)

Less: Provision / (Written back) of Income Tax of earlier years 5 (24)

Profit for the year 1,984 3,253

Add: Balance as per last year 60,439 58,060

Amount available for Appropriation 62,423 61,313

Appropriations

Amount Transferred to General Reserve 200 330

Dividend on Equity Shares 451 468

Tax on above Dividend 77 76

Proposed Dividend & Tax thereon of earlier year written back (1) -

Balance carried to Balance Sheet 61,696 60,439

BUY-BACK OF EQUITY SHARES

In terms of Special Resolution passed by the shareholders by way of postal ballot on 11th November, 2011, the Company bought back and extinguished 9,57,928 equity shares for a total consideration of Rs. 8,135.89 Lacs by utilizing the Security Premium Account and General Reserve to the extent of Rs. 1,721.62 Lacs and Rs. 6,318.48 Lacs respectively. The Company closed the said buy-back on 10th October, 2012. Thereby, as on 31st March, 2013, the Company had 30,06,000 issued and paid-up equity shares. In terms of Section 77AA of the Companies Act, 1956, Capital Redemption Reserve has been created out of General Reserve for an amount of Rs. 95.79 lacs, being the nominal value of shares so bought back.

DIVIDEND

The Board of Directors recommends a dividend of Rs. 15/- per equity share for the year ended 31st March, 2013.

PERFORMANCE

Your Company has generated a pre-tax business profit of Rs. 26.04 crores, during the year under review as compared to Rs. 43.81 crores (before tax and exceptional items) in the previous year.

During the course of the year, the Company has further consolidated its leadership position in both the laboratory glassware as well as the microwavable glassware segments. This has been owing to enhanced focus on key customer coverage, new product introductions as well as distribution enhancements. Moreover, the Company has invested approximately Rs. 7.91 Crores on an advertising campaign / marketing activities in order to increase awareness of its product across the country.

The Company''s efforts for organic as well as inorganic expansion both in India and abroad continues.

The Company has invested its investible funds of around Rs. 539 Crores as on 31st March, 2013 in a mixture of Debt markets, Equity/Equity Linked Instruments, Bonds/Debentures, Convertible Preference Shares, Non-Convertible Redeemable Preference Shares, Commodities, Real Estate, Opportunity based Funds, Real Estate Funds and Mutual Funds.

However, the general sluggishness in the economy as a whole has impacted performance of both divisions of the Company.

Scientific & Industrial Products Division (SIP)

The SIP division has seen a growth of 3% over the last financial year. During the year, market reports suggest that sales made by our main competitors in this segment have de-grown or stayed flat.

The Company had employed a strategy consulting firm to examine areas for prospective growth in the laboratory consumables industry. The Company is now taking steps to ensure the implementation of the said strategy.

As a result of this study, the company is pleased to launch its foray into chromatography vials used in laboratory of major pharma and research companies, have extensive usage and are currently being imported into the country by the existing players. Your company is very optimistic of good performance in this segment depending on improvement in the economic climate of the country and allocation of fund(s) by the Government for scientific and industrial research.

Consumer Products Division

The consumer products division has seen a growth of 15% over the last financial year. Owing to the large presence of unorganized players in the segment, the Company has been unable to determine an accurate growth rate for this industry.

The Company has taken various steps to enhance its leadership position in the microwaveable glassware segment. These steps include:

- enhancement of product portfolio

- enhancement of distribution network in south and east India

- increased consumer awareness campaign through a marketing budget of roughly Rs. 7.91 Crores.

The outlook for the consumer products division is neutral as compared to last year due to a reduction in consumer spending across all segments owing to macro-economic reasons and inflationary pressure.

Export Division

Exports during the year were higher at Rs. 5.18 Crores as compared to Rs. 4.63 Crores in the previous year. This represents an increase of nearly 12 %.

The Company feels that further substantial improvement can be made in exports. The Company is already in touch with a number of potential large customers for its products and expects to do well in this division during the current year.

Other Actions

As reported last year, the Company is in final stage of completing the construction of modern warehouse at Village: Dumala Boridra in Bharuch District of Gujarat for its own use as well as for leasing out a portion to others.

The Company has recently acquired a long term leasehold right in a ready factory premises at MIDC Tarapur, Boisar, Dist: Thane, for Rs. 16.06 crores, of which the Company intends to lease out a substantial portion to its supplier company Vyline Glass Works Ltd for carrying out manufacturing activities there and for supply of such manufactured products to the Company.

Investments

The Company started investing in various debt, equity and real estate instruments as per the Investment policy mandate shared with the Board. During first three quarters of the year, the Stock market had shown good performance. However, this was negated to a great extent by poor performance in the last quarter. The Company has significant unrealised income from its investments that will be realised when these investments are sold or mature or when dividends are received.

FIXED DEPOSITS

The Company has stopped accepting fresh fixed deposits since July 2006. The total amount of unclaimed deposits as on 31st March, 2013 was Rs. 9.32 lacs, and no further claim has been received since then till date.

DIRECTORS

The Directors regret to report the sad demise of Mr. K. V. Krishnamurthy, Independent Director of your Company on 16.01.2013. The Board of Directors records their appreciation for guidance received from late Mr. K. V. Krishnamurthy during his tenure as a Director of the Company as well as Chairman of Audit Committee of the Board of Directors of the Company. The Company has appointed Mr. Naveen Kumar Kshatriya as an Additional Director w.e.f. 09th May 2013. The Company has received notice from a member of the Company under Section 257 of the Companies Act, 1956 in respect of his appointment as Director, alongwith the requisite deposit.

Mr. B. L. Kheruka''s term as an Executive Chairman is expiring on 15th December, 2013 and the same is being renewed for a further period of 5 years w.e.f. 16th December, 2013.

Mr. U. K. Mukhopadhyay and Mr. Dinesh Nanik Vaswani, retire by rotation and, being eligible, offer themselves for reappointment.

Brief details of the Directors being appointed / reappointed have been incorporated in the Notice for the forthcoming Annual General Meeting.

AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for re-appointment.

COST RECORDS AND AU DIT

In supersession of various earlier orders, the Central Government vide its Order no. 52/26/CAB-2010 dated 6th November, 2012 made the Companies (Cost Accounting Records) Rules, 2011 (the Rules) applicable, inter alia, to Glass and Glass Products, subject to various clarifications issued by the Ministry of Corporate Affairs on the subject of cost audit; to the extent these are relevant and applicable. Accordingly, as per clarification issued by the Central Government vide Circular No. 67/ 2011 dated 30th November, 2011, the Rules do not apply to wholesale or retail trading activities and ancillary products which constitute less than 2% of the total turnover of the Company or Rs. 20 Crores, whichever is lower provided required details of the same are maintained and disclosed. Since the Company is engaged in trading activities as also in business of some ancillary products having turnover less than the limit prescribed above, the said Rules regarding maintenance of cost records do not apply to the Company and as a consequence, Cost Audit is also not applicable to the Company.

COMPLIANCE CERTIFICATE

In accordance with requirement of Section 383A of the Companies Act, 1956, certificate from a practising Company Secretary is enclosed in respect of the Company for the year ended 31st March, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures.

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

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

iv) that we have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Company''s website, ''www.borosil.com''. The Directors and senior Management personnel have affirmed their compliance with the Code for the year ended 31st March, 2013.

EMPLOYEES'' SAFETY

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 are annexed hereto and form part of this report.

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

The Company is engaged in trading activity and it did not carry out any Research & Development activities nor introduced any new technology during the year. Hence, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable with respect to those details.

Particulars with regard to foreign exchange earnings and outgo are furnished under note no. 35 to 38 of ''Notes to the financial statements''.

ACKNOWLEDGEMENT

Your Directors record their appreciation for the co-operation received from the Employees, Customers and last but not the least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors

Place: Mumbai B. L. Kheruka

Date: 9th May, 2013 Chairman


Mar 31, 2012

To The Members of BOROSIL GLASS WORKS LIMITED

The Directors present their Forty Ninth Annual Report and the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs.in lacs)

Year ended 31.03.2012 Year ended 31.03.2011

Revenue from Operations 12,602 11,914

Other Income 4,200 3,127 Profit for the year before Finance Cost,

Depreciation and Extra Ordinary Items 4,136 1,797

Less: Finance Cost 18 250

Less: Depreciation & Amortisation Expenses 75 82

Less: Extra Ordinary Items (Net) - 78,422

Profit for the year before tax 4,043 79,887

Less: Provision for Income Tax 761 15,954

Less: Deferred Tax / (Credit) 186 (386)

Less: MAT Credit entitlement (133) (462)

Less: Income Tax of earlier years (24) 1

Profit for the year 3,253 64,780

Add: Amount Transferred from Revaluation Reserve - 2,393

Add: Balance as per last year 58,060 (767)

Amount available for Appropriation 61,313 66,406 Appropriations

Transferred to General Reserve 330 6,500

Interim Dividend on Equity Shares - 991

Tax on above Dividend - - 165

Final Dividend on Equity Shares 468 594

Tax on above Dividend 76 96

Balance carried to Balance Sheet 60,439 58,060

BUY-BACK OF EQUITY SHARES

In terms of Special Resolution passed by the shareholders by postal ballot on 11th November, 2011, the Company started buy back of its equity shares with effect from 19th December, 2011 at a maximum price off 8501- per share and till 31st March, 2012, 8,28,577 equity shares were bought back and duly extinguished, thereby the issued and paid-up share capital of the Company comprised of 31,35,351 equity shares as on the said date. The said buy back continues.

DIVIDEND

The Board of Directors recommends a dividend of t 15/- per equity share for the year ended 31st March, 2012.

PERFORMANCE

Your Company has generated a business profit of Rs 43.81 crores from ordinary activities (before tax and exceptional items), during the year under review as compared to Rs 17.13 crores in the previous year.

During the course of the year, the Company has further consolidated its leadership position in both the laboratory glassware as well as the microwavable glassware segments. This has been owing to enhanced focus on key customer coverage, new product introductions as well as distribution enhancements. Moreover, the Company has invested approximately Rs 4.00 Crores on an advertising campaign in order to increase awareness of its product across the country.

All the above activities have led to an enhancement of sales made by the Company of the higher margin products by about 20% from Rs 100 crores to Rs 120 crores. However, sales of low margin items have continued to be strategically discontinued resulting in a reduction of their sale from Rs 19 crores to Rs 6 crores.

The Company is on the lookout for avenues of organic as well as inorganic expansion both in India and Abroad. A number of prospects have been identified and further progress on these initiatives is likely to materialize in the near future.

The Company has invested its investible funds of around Rs 467 crores as on 31st March, 2012 in a mixture of Debt markets, Equity/Equity Linked Instruments, Bonds/Debentures, Convertible Preference Shares, Real Estate Funds, Opportunity based Funds and Commodity Funds as well as in Mutual Funds. This includes Rs 90 crores invested by subscribing in 90,00,000- 9 % Cumulative Non-Convertible Redeemable Preference Shares of Gujarat Borosil Limited on private placement basis, as a Promoter Company. Further, during the year under reference, the Company spent nearly Rs 43 crores for its new corporate office and Rs 70.53 crores for buy-back of its equity shares.

Scientific & Industrial Products Division (SIP)

The SIP division has seen a growth of 15% over the last financial year. During the year, market reports suggest that sales made by our main competitors de-grown or stayed flat.

The Company had employed a strategy consulting firm to examine areas for prospective growth in the laboratory consumables industry. This study has been finalized and the Company is taking steps to ensure the implementation of the same strategy. These steps should yield positive results in the future for this division depending on improvement in the economic climate of the country and allocation of fund(s) by the Government for scientific and industrial research.

Consumer Products Division

The consumer products division has seen a growth of 26% over the last financial year. Owing to the large presence of unorganized players in the segment, the Company has been unable to determine an accurate growth rate for this industry. However, when compared to the growth rates of organized peers, the Company has shown a favorable performance.

The Company has taken various steps to enhance its leadership position in the microwaveable glassware segment. These steps include:

- enhancement of product portfolio

- enhancement of distribution network in south and east India

- increased consumer awareness campaign through a marketing budget of roughly Rs 4 Crores.

The outlook for the consumer products division is somewhat muted as compared to last year due to a reduction in consumer spending across all segments owing to macro-economic reasons and inflationary pressure.

Export Division

Exports during the year were higher at f 4.63 crores as compared to Rs 3.16 crores in the previous year. This represents an increase of 47%.

The Company feels that further substantial improvement can be made in exports. The Company is already in touch with a number of potential large customers for its products and expects to do well in this division for the current year.

Other Actions

Your Company explored the possibility of acquiring some companies in the last financial year in Europe as well as in India. These could not materialize owing to a large difference in valuation offered and demanded. However, the Company is continuing its endeavor of looking out for other such prospects in India and overseas and some proposal(s) may materialize during the current year.

The Company is constructing a modern warehouse at Village: Dumala Boridra in Bharuch District of Gujarat for its own use as well as for leasing out a portion to others.

Investments

The Company started investing in various debt, equity and real estate instruments as per the Investment policy mandate shared with the Board. Over the past few months, the stock market in India has witnessed a lot of fluctuations. This has resulted in the Company incurring some losses but these have been lower than the corresponding stock market indices. While the stock market is currently passing through a difficult phase, the investments in debt related instruments are likely to yield steady return.

FIXED DEPOSITS

The Company has stopped accepting fresh fixed deposits since July, 2006. The total amount of unclaimed deposits as on 31st March, 2012 was Rs 9.57 lacs and no further claim has been received since then till date.

DIRECTORS

Mr. Shreevar Kheruka is proposed to be appointed as a Managing Director of the Company for a period of 5 years w.e.f. 16th August, 2012, for which necessary approval is being sought from the Shareholders at the ensuing Annual General Meeting.

Mr. V. Ramaswami's term as Whole-time Director is expiring on 31s( August, 2012 and the same is being renewed for a further period of 3 years w.e.f. 01st September, 2012.

Mr. V. Ramaswami, Mr. P. K. Kheruka and Mr. K.V. Krishnamurthy, retire by rotation and, being eligible, offer themselves for re- appointment. Brief details of the Directors being appointed / re-appointed have been incorporated in the Notice for the forthcoming Annual General Meeting.

AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for re-appointment.

COST RECORDS AND AUDIT

The Central Government, vide Notification No. G.S.R. 429(E) dated 03rd June, 2011 made maintenance of Cost Accounting Records applicable to all companies engaged in activities mentioned therein. Your Company prima facie came under the ambit of the same. Later on, vide Order F.No.52/26/CAB-2010 dated 30th June, 2011, the Central Government made Cost Audit applicable; inter alia, to the glass industry. However, subsequently, the Central Government vide Circular No. 67/2011 dated 30th November, 2011 issued a clarification to the effect that the Companies (Cost Accounting Records) Rules, 2011 shall not apply to Wholesale or retail trading activities and ancillary products which constitute less than 2% of the total turnover of the Company or Rs 20 crores, whichever is lower, provided required details of the same are maintained and disclosed. Since the Company is engaged in trading activities as also in business of some ancillary products having turnover less then the limit prescribed above, the said Rules regarding maintenance of cost records do not apply to the Company and as a consequence, Cost Audit is also not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures.

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

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

iv) that we have prepared the annual accounts on a going concern basis.



CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Company's website, 'www.borosil.com'. The Directors and senior Management personnel have affirmed their compliance with the Code for the year ended 31st March, 2012.

EMPLOYEES'SAFETY

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 are annexed hereto and form part of this report.

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

The Company is engaged in trading activity and it did not carry out any Research & Development activities nor introduced any new technology during the year. Hence, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable with respect to those details.

Particulars with regard to foreign exchange earnings and outgo are furnished under note no. 36 to 39 of 'Notes to the financial statements'.

ACKNOWLEDGEMENT

Your Directors record their appreciation for the co-operation received from the Employees, Customers and last but not the least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors

Place: Mumbai B. L. Kheruka

Date : 24th May, 2012 Chairman


Mar 31, 2011

The Directors present their Forty Eighth Annual Report and the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rupees in lacs)

Year ended 31.03.2011 Year ended 31.03.2010

Gross Sales (Including Excise Duty) 11,978 9,109

Other Income 3,131 186

Profit/(Loss) for the year before Interest, Depreciation and Extra Ordinary Items 1,781 (52)

Less: Interest 235 514

Less: Depreciation 82 170

Less: Extra Ordinary Items (Net) 78,423 (1,870)

Profit/(Loss) for the year before tax 79,887 (2,606)

Less: Provision for Income Tax 15,954 -

Less: Deferred Tax (Credit) (386) (126)

Less: MAT Credit entitlement (462) -

Less: Provision / (Written back) of Income Tax of earlier years 1 (1)

Profit/(Loss) for the year 64,780 (2,479)

Add: Amount Transferred from Revaluation Reserve 2,393 -

Add: Balance as per last year (767) 1,342

Add: Amount Transferred from General Reserve - 370

Less: Amount Transferred to General Reserve 6,500 -

Amount available for Appropriation 59,906 (767)

Appropriations

Interim Dividend on Equity Shares 991 -

Tax on above Dividend 165 -

Final Dividend on Equity Shares 595 -

Tax on above 96 -

Balance carried to Balance Sheet 58,059 (767)

DIVIDEND

The Company has already paid an interim dividend of Rs. 25/- per share amounting to Rs.991 lacs. The Board of Directors now recommend a final dividend of Rs.15/- per share for the year ended 31st March, 2011, making it a total dividend of Rs.40/- on each Equity Share of Rs.10/- for the year under review.

PERFORMANCE

During the year, the Company sold its property at Marol, Mumbai for a sum of Rs.830 crores. The buyer had been shortlisted by a reputed agency mandated by the Company for the purpose. The entire process was run independently in a completely transparent manner. Your Directors were able to obtain perhaps the most favourable price for its asset in the city of Mumbai as compared with the prices obtained in similar transactions in that period. The decision to divest was most timely, because the real estate market has since then witnessed a slump. This is the result of painstaking efforts made by the Company in reshaping hitherto industrial land into a salable land parcel and obtaining the plethora of permissions required for the purpose. After paying Income Tax (MAT) of Rs.159 crores, meeting all expenses pertaining to the said deal, repaying loans and payment of Interim Dividend of Rs.11.55 crores with tax thereon, the Company has nearly Rs.600 crores fund.

The Company is on the look out for new business opportunities both in India and abroad. Till such time that an opportunity arises, the Company has invested the funds as per an Investment Policy adopted by the Board of Directors of the Company, which envisages a reasonable return with a low degree of risk. The Company has appointed three well known Wealth Managers to advise the Company in the matter. Accordingly, investments made by the Company have been spread over debts, Equity/Equity Linked Instruments, Bonds/Debentures, Convertible Preference Shares, Real Estate Funds, Opportunity based Funds and Commodity Funds as well as in Mutual Funds. Your Company has invested the funds in such a manner in order to protect the purchasing power of these funds in view of the inflationary environment currently being experienced in our country. Your Company aims to generate a pretax return of 8-10% in the medium term from these investments in order to match inflation.

The divestment of land has freed the Company to focus on core issues pertaining to its business. To this end, the Company has made a number of changes that has directly resulted in substantial growth in both, the scientific products and consumer products divisions. Some of these changes include:

- Enhancement of sales personnel across the country

- Geographical expansion of distribution

- New products introduction

- Improvement of product availability

- Infrastructure enhancement such as increasing warehousing capabilities, better packaging for reduction of transit losses

- Customer relationship management (CRM) software to improve customer focus and deliveries

An infusion of fresh thinking and a young team have helped to reduce costs and increase turnover, all of which have culminated into a robust growth of turnover in the glass business from Rs.88 crores in the previous year to Rs.119 crores in the year 2010-11, representing an increase of 36%.

Your Company has emerged from a loss of Rs.7.36 crores in the previous year, to generate a business profit of Rs 17.13 crores from ordinary activities (before tax, exceptional and extraordinary items), during the year under review. The overall profit for the year including profit from sale of Marol property amounted to Rs.799 crores before tax.

Scientific & Industrial Products Division (SIP)

The SIP division has seen a growth of 34% over the last financial year. Various consultants have estimated growth of the laboratory consumables industry at around 15% for the last year. This means that the company has successfully improved its market share from around 43% to 47% this year. Our long-term goal is to achieve a market share of around 55-60% in the glassware portion of the laboratory consumables industry.

The Company has emerged as an important partner with some of the leading companies in the Pharmaceutical and R&D industry by providing highly accurate laboratory apparatus - a pre-requisite for their high-end research programmes. The Company has also enhanced its product range in this field by including a tissue culture range of disposable plastics.

It is clear that in order for the Company to grow rapidly, the Company has to enhance its product portfolio. The Company is currently in the midst of a study in partnership with a strategy consulting firm in order to determine the future area for growth in the laboratory consumables industry. The findings of this study and suggested course of action will be reviewed by the Board in due course of time.

The outlook for the coming year continues to look good with the increased investments being made by the pharmaceutical industry and research and development segments acting as drivers of growth for laboratory glassware. The addition of new product ranges will also help the Company serve its customers better and result in enhanced sales and profitability.

Consumer Products Division

The consumer products division has seen a growth of 43% over the last financial year. Owing to the large presence of unorganized players in the segment, the Company has been unable to determine an accurate growth rate for this industry. However, when compared to the growth rates of organized peers, the Company has shown a favorable performance.

The Company has taken various steps to enhance its leadership position in the microwaveable glassware segment. These steps include:

- enhancement of product portfolio

- enhancement of distribution network in south and east India

- introduction of new product lines

- expansion of reach through the modern trade format like Bharti-Walmart, Reliance, DMart etc.

In addition to the above steps, the Company has also decided to embark on an aggressive marketing campaign for the current year. To this end, the Company has hired a reputed marketing strategy consulting firm. The Company expects to roll out this campaign from the 2nd quarter of the new financial year.

Finally, the Company has been able to start relationship with two other suppliers in the area of Bake & Serve range of products. This has helped us substantially to reduce risk of overdependence on a single source for supply for this line of the Companys products.

The outlook for the consumer products division is strong as increased consumer spending in India is acting as a strong driver of growth for this segment as a whole. With the addition of new product lines as well as the new marketing campaign the Company wishes to undertake, it expects to continue its strong growth trajectory in this area.

The Company has been successful in tailoring its offering so that it has tapped the expansion in customer base taking place in India.

Export Division

Exports during the year were higher at Rs.316 lacs as compared to Rs.251 lacs in the previous year. This represents an increase of 26%.

The Company feels that substantial improvement can be made in exports. With enhanced focus on this division and with improved product availability, the Company hopes to see a much better performance this year.

Other Actions

Your Company explored the possibility of acquiring some companies in the last financial year in Europe as well as in India. These could not materialize owing to a large difference in valuation offered and demanded. However, the Company is continuing its endeavor of looking out for other such prospects in India and overseas.

The Company has kept on hold the setting up of a new borosilicate glass melting plant in the Bharuch District of Gujarat. The Company is able to source its products at prices that remain attractive when compared to the cost of manufacturing by itself. This decision will be reviewed periodically.

Investments

The Company started investing in Equity and Equity Linked Instruments as per the Investment policy mandate shared with the Board. Over the past few months, the stock market in India has witnessed a lot of fluctuations. This has resulted in the Company incurring some losses in sync with the markets during the year under review. However, in view of inherent strength of Indian economy, the stock market is expected to do well in the medium to long run and based on this, the Company hopes not only to recover a major portion of such losses but also to generate positive returns over a period of time.

FIXED DEPOSITS

The Company has stopped accepting fresh fixed deposits since July 2006. The total amount of unclaimed deposits as on 31st March, 2011 was Rs.12 lacs, and no further claim has been received since then till date.

DIRECTORS

Mr. B. L. Kheruka was appointed as Executive Chairman and Mr. Shreevar Kheruka as a Wholetime Director of the Company respectively for a period of 3 years w.e.f. 16th December, 2010. Shareholders have approved their appointments by way of necessary resolutions passed by Postal Ballot. Mr. P. K. Kherukas term as Managing Director is expiring on 31st July, 2011 and he has decided not to seek reappointment as such but will continue on the Board of Directors of the Company as a Director (designated as Vice Chairman).

Mr. A. C. Dalal (aged 89 years) resigned as Director w.e.f. 21st February, 2011.

Mr. Dinesh Vaswani, an MBA from Wharton School of Business, was appointed as an Additional Director of the Company w.e.f. 17th March, 2011. The Company has received notice from a member of the Company under Section 257 of the Companies Act, 1956 in respect of his appointment as Director, alongwith the requisite deposit.

Mr. S. Bagai and Mr. B. L. Kheruka retire by rotation and, being eligible, offer themselves for reappointment.

Brief details of the Directors being appointed / reappointed have been incorporated in the Notice for the forthcoming Annual General Meeting.

AUDITORS

M/s. Chaturvedi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual accounts and also on the basis of the discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures.

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

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

iv) that we have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Auditors is annexed hereto and forms part of this Report.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Companys website, www.borosil.com. The Directors and senior Management personnel have affirmed their compliance with the Code for the year ended 31st March, 2011.

EMPLOYEES SAFETY

The Company is continuously endeavoring to ensure safe working conditions for all its employees.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 are annexed hereto and form part of this report.

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

During the year under review, the Company was engaged mainly in trading activity and a small portion of manufacturing activities was outsourced. The Company did not carry out any Research & Development activities nor introduced any new technology. Hence, the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable with respect to those details.

Particulars with regard to foreign exchange earnings and outgo are furnished under Items 18 to 21 of Schedule 15 Notes on Accounts.

ACKNOWLEDGEMENT

Your Directors record their appreciation for the co-operation received from the Employees, Bankers, Customers and last but not the least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors

Place: Mumbai B. L. Kheruka

Date : 27th May, 2011 Chairman


Mar 31, 2010

1. The Directors have pleasure in presenting their 138th Annual Report and the Audited Accounts for the year ended 31st March, 2010 together with the Auditor’s Report thereon.

2. Financial Results Rs. in lakhs Particulars For the year For the year ended ended 31st March, 31st March, 2010 2009 Total Income 81,704.93 59,595.36 Profi t Before Extraordinary & Exceptional Items 38,589.84 19,751.49 Extraordinary & Exceptional Items 5,023.23 1,600.77 Profi t before tax 33,566.61 18,150.72 Less : Tax 5,129.11 3,198.89 Profi t after Tax 28,437.50 14,951.83 Reversal of Excess Tax Provision for Earlier Years 648.75 - Profi t Brought Forward from Previous Year 21,680.90 13,656.94 Net Profi t available for appropriation 50,767.15 28,608.77 Appropriation : Transfer to General Reserve 5,000.00 1,496.00 Transfer to Debenture Redemption Reserve - 2,492.00 Proposed Dividend on Preference Shares 0.01 0.01 Proposed Dividend on Equity Shares 4,188.01 2,512.81 Distribution Tax Thereon 695.57 427.05 Profi t carried to the Balance Sheet 40,883.56 21,680.90

3. Dividend Preference Shares

The Board of Directors have recommended dividend of Re. 0.50 per Preference Share of Rs. 10/- each for the year ended 31st March, 2010.

Equity Shares

The Board of Directors have recommended dividend of Rs. 1.50 per Equity Share of Rs. 2/- each for the year ended 31st March, 2010.

The dividend will be free of tax in the hands of the shareholders. Total cash outfl ow on account of these dividend payments together with distribution tax will be Rs. 4,883.58 lakhs.

4. Operations of the Company

During the year ended 31st March, 2010, the Company has earned revenue of Rs. 81,704.93 lakhs as compared to Rs. 59,595.36 lakhs for the previous year ended 31st March, 2009. Profi t after Tax was Rs. 28,437.50 lakhs as against Rs. 14,951.83 lakhs in the previous year.

5. Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is appended to this report.

6. Corporate Governance

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended together with a Certifi cate on Corporate Governance from M/s. Nilesh G. Shah, Practising Company Secretary confi rming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49.

As a part of good Corporate Governance, the Board of Directors of the Company has appointed M/s. Mahesh S. Darji, Practising Company Secretary to conduct Secretarial Audit of the Company. The Secretarial Compliance Certifi cate in respect of compliance of all rules, regulations under the various applicable provisions of the Companies Act, 1956, SEBI Regulations and the applicable regulations under the Listing Agreement entered with the Stock Exchanges is provided in the Annual Report.

7. Directorate

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. C. M. Hattangdi, Mr. Sudhindar Khanna and Lt. Gen. Deepak Summanwar, Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment.

Ms. Urvi A. Piramal, Mr. Rajeev A. Piramal, Mr. Mahesh S. Gupta and Mr. Rajesh Jaggi are being re-appointed as the Executive Chairperson, Executive Vice Chairman, Group Managing Director and Managing Director respectively for a period of 5 (fi ve) years.

8. Auditors

The Auditors, M/s. Haribhakti & Co., retire at this Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the fi nancial year 2010- 2011.

The Company has received a letter from the Auditors to the effect that their re-appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifi ed for re-appointment within the meaning of Section 226 of the said Act.

9. Particulars of Employees

The Directors acknowledge with thanks the contribution made by the employees towards the growth of the Company and appreciate their unstinted co-operation and support to the Management.

Any member interested in obtaining a copy of the statement of particulars of employees referred to in Section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Offi ce of the Company.

10. Subsidiary Companies / Consolidated Accounts

With a view to restructure and consolidate the holdings of the Company and for administrative convenience of holding investments in a single Company, it was decided that an Intermediate Wholly Owned Subsidiary Company i.e. Peninsula Holdings and Investments Private Limited (formerly known as Boom Realty Private Limited) would hold the investments of the Company in the following Subsidiary Companies :- (i) City Parks Private Limited (ii) Inox Mercantile Company Private Limited (iii) Peninsula Facility Management Services Limited (iv) Peninsula Investment Management Company Limited (v) Peninsula Mega Township Developers Private Limited (vi) Peninsula Pharma Research Centre Private Limited

(vii) Peninsula Trustee Limited

(viii) Planetview Mercantile Company Private Limited

(ix) Rishiraj Enterprises Limited

(x) RR Mega Property Developers Private Limited

(xi) RR Real Estate Development Private Limited

(xii) Takenow Property Developers Private Limited

By virtue of the said transfer, Peninsula Holdings and Investments Private Limited has become the Holding Company of the above 12 Subsidiary Companies and the said Subsidiary Companies have become the step down Subsidiary Companies of the Company.

The following Companies however remain the Subsidiary Company of Peninsula Land Limited :

1. Champs Elysee Enterprises Private Limited

2. Peninsula Mega Properties Private Limited

3. Renato Finance & Investments Private Limited

The Central Government has granted exemption under Section 212(8) of the Companies Act, 1956, from attaching to the Balance Sheet of the Company, the Accounts and the other documents of its Subsidiary Companies. However, the Consolidated Financial Statements of the Company, which include the results of the said Subsidiary Companies, are included in this Annual Report. In accordance with the Guidelines of Accounting Standard - 21 issued by The Institute of Chartered Accountants of India, the fi nancial statements of Rishiraj Enterprises Limited have not been included in the said Consolidated Financial Statements of the Company, since it ceased to be a subsidiary of the Company with effect from 19th April, 2010. Further, a statement containing the particulars prescribed under the terms of the said exemption for each of the Company’s Subsidiaries are also enclosed. Copies of the Audited Annual Accounts and related detailed information of all the Subsidiary Companies can also be sought by any investor of the Company or its Subsidiaries on making a written request to the Company Secretary at the Registered Offi ce of the Company in this regard. The Annual Accounts of the Subsidiary Companies are also available for inspection at the Company’s and / or the concerned Subsidiaries’ Registered Offi ce.

Details of the various Subsidiary Companies are as under:

Peninsula Holdings and Investments Private Limited (“PHIPL”)(formerly known as Boom Realty Private Limited)

During the year under review, the name was changed from Boom Realty Private Limited to Peninsula Holdings and Investments Private Limited. During the year ended 31st March, 2010, PHIPL had incurred a loss of Rs. 5.21 lakhs as against the loss of Rs. 0.03 lakhs for the previous year.

PHIPL is now the Holding Company of 12 Subsidiary Companies (as mentioned above) which were earlier the Subsidiary Companies of Peninsula Land Limited.

City Parks Private Limited (“City Parks”)

City Parks is in the business of development of Real Estate in Pune. During the year ended 31st March, 2010, City Parks had not generated any revenue and incurred loss of Rs. 0.90 lakhs. The corresponding fi gures of revenue and loss for the previous year were Rs. 0.05 lakhs and Rs. 10.48 lakhs.

Inox Mercantile Company Private Limited (“Inox”)

Inox is in the business of Real Estate Development project in Goa. During the year ended 31st March, 2010, Inox had not generated any income and the project expenses were transferred to work in progress.

Peninsula Facility Management Services Limited (“PFMS”)

PFMS is mainly rendering maintenance and housekeeping services to various properties. During the year ended 31st

March, 2010, PFMS earned total revenue of Rs. 1,414.00 lakhs and incurred loss of Rs. 100.74 lakhs as against the total revenue of Rs. 1,514.95 lakhs and loss of Rs. 266.66 lakhs in the previous year.

PFMS was converted in to a Public Limited Company during the year under review.

Peninsula Investment Management Company Limited (“PIMCL”)

PIMCL is rendering mainly investment advisory services. During the year ended 31st March, 2010, PIMCL earned total revenue of Rs. 383.91 lakhs and profi t of Rs. 82.03 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 421.89 lakhs and Rs. 37.60 lakhs.

Peninsula Mega Township Developers Private Limited (“PMTDPL”)

PMTDPL is undertaking Real Estate Development project in Nasik. During the year ended 31st March, 2010, PMTDPL had incurred loss of Rs. 0.83 lakhs as against Rs. 0.73 lakhs during the previous period.

Peninsula Pharma Research Centre Private Limited (“PPRCPL”)

PPRCPL is in the business of Real Estate Development at Goa. During the year ended 31st March, 2010, PPRCPL had not generated any revenue as against total revenue of Rs. 1.25 lakhs during the previous year ended 31st March, 2009. The project expenses of PPRCPL were transferred to work in progress.

Peninsula Trustee Limited (“PTL”)

PTL is in the business of managing various Real Estate Funds. During the year ended 31st March, 2010, PTL had earned total revenue of Rs. 4.44 lakhs and profi t of Rs. 1.28 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 4.53 lakhs and Rs. 3.51 lakhs.

Planetview Mercantile Company Private Limited (“Planetview”)

Planetview is in the business of Real Estate development project in Goa. During the year ended 31st March, 2010, Planetview had not generated any income and the project expenses were transferred to work in progress.

RR Mega Property Developers Private Limited (“RR Mega Property”)

RR Mega Property is undertaking the Real Estate Development project in Hyderabad. During the year under review, RR Mega Property had not generated any income and the project expenses were transferred to work in progress.

RR Real Estate Development Private Limited (“RR Real Estate”)

During the year ended 31st March, 2010, RR Real Estate earned total revenue of Rs. 143.52 lakhs and incurred loss of Rs. 96.63 lakhs. The corresponding fi gures of total revenue and profi t for the previous year were Rs. 197.40 lakhs and Rs. 4.29 lakhs.

Takenow Property Developers Private Limited (“Takenow”)

During the year ended 31st March, 2010, Takenow had incurred a loss of Rs. 11.20 lakhs as against the loss of Rs. 0.05 lakhs for the previous year.

Renato Finance & Investments Private Limited (“Renato”)

Renato is a registered Non Banking Financial Company with Reserve Bank of India. During the year ended 31st March, 2010, Renato’s total revenue from the fi nancial and investment activities was Rs. 94.33 lakhs as against the previous year’s revenue of Rs. 74.70 lakhs. The profi t after tax for the current year was Rs. 2.58 lakhs as against Rs. 3.25 lakhs for the previous year ended 31st March, 2009.

Peninsula Mega Properties Private Limited (“PMPPL”)

During the year ended 31st March, 2010, PMPPL had incurred a loss of Rs. 0.67 lakhs. The loss for the previous year was Rs. 0.18 lakhs.

Champs Elysee Enterprises Private Limited (“Champs Elysee”)

During the year ended 31st March, 2010, Champs Elysee had incurred a loss of Rs. 0.59 lakhs as against Rs. 0.37 lakhs during the previous year.

11. Fixed Deposits

During the year ended 31st March, 2010, the Company had transferred 3 Fixed Deposits amounting to Rs. 0.30 lakhs to Investor Education and Protection Fund. As on 31st March, 2010, 5 Fixed Deposits amounting to Rs. 0.56 lakhs however remains unclaimed due to lack of instructions from deposit holders.

12. Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 (“the Act”), we hereby state that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

ii) your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and its profi t for the year ended on that date;

iii) your Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) your Directors have prepared the Annual Accounts for the year ended 31st March, 2010 on a going concern basis.

13. Employee Stock Option Scheme

During the year under review, the Company has not granted any stock options. Disclosures as required by Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are attached herewith and marked as Annexure A.

14. Group for Inter se Transfer of Shares

As required under Clause 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting group (within the meaning as defi ned in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are attached herewith and marked as Annexure B and the said Annexure B forms a part of this Annual Report.

15. Conservation of energy and technology absorption

In view of the nature of activities which are being carried on by the Company, particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, are not applicable.

17. Acknowledgement

The Directors express their deep gratitude and thank the Central and State Governments as well as their respective Departments and Development Authorities connected with the business of the Company, contractors and consultants and also Banks, Financial Institutions and shareholders for their continued support and encouragement.

By Order of the Board Urvi A. Piramal Mumbai: 14th June, 2010 Chairperson

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