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Directors Report of Gujarat Borosil Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twenty-Sixth Annual Report together with the Audited Financial Statements for the year ended March 31, 2015.

Financial Highlights

The highlights of the financial results of the Company for the financial year 2014-15 are as follows:

(Rs. in lacs) Year Ended Year Ended 31.03.2015 31.03.2014

Net revenue from operations 15192.40 13282.59

Profit/(Loss) before interest, depreciation and tax 2280.84 2724.03

Interest 192.06 292.05

Depreciation 1297.34 1617.71

Net Profit/(loss) before tax and exceptional items 791.44 814.27

Exceptional items- Income/(Expenditure) (569.25) 472.92

Provision for Taxation 0.35 0.37

Income Tax for earlier years (net) - 41.38

Provision for deferred tax liability /(Asset) created 68.94 416.80

Profit/(loss) after tax 152.90 828.64

Add: Balance brought forward from last year (1592.11) (2420.75)

Add: Adjustment of Depreciation (Refer note 33 - to Accounts) (38.29) -

Balance carried to the Balance Sheet (1477.50) (1592.11)

DIVIDEND

Your Directors do not recommend any dividend for the year ended March 31, 2015 on both Equity and 9% Cumulative Non-Convertible Redeemable Preference Shares, in view of insufficient profit during the year and accumulated losses.

SHARE CAPITAL

The paid up Share Capital comprises of 6,82,07,500 Equity shares of Rs.5/- each and 90,00,000 - 9% Cumulative Non- Convertible Redeemable Preference shares of Rs.100/- each. The Preference Shareholder has acquired voting rights due to non-payment of dividend for two years. The Company has requested holders of Preference shares, Borosil Glass Works Limited to vary the nature of said preference shares from cumulative to non-cumulative, which has been approved by them and is being placed for approval of equity shareholders of our Company.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, none of the Directors of the Company hold shares or convertible instruments of the Company.

PERFORMANCE

The company successfully introduced its new product, solar glass with Anti-reflective coating, which resulted in increasing overall sales revenue and volume, as more and more customers, both domestic and international, switched over to this product. The sales prices for this product are naturally higher than for uncoated glass. The selling prices for Patterned glass improved. The net sales grew from Rs. 13283 lacs to Rs. 15192 lacs.

Profit before interest, depreciation and tax as a percentage of net revenue was 15% (before making provision of Rs 569.25 lacs for doubtful export debts) as compared to 20.5% in the previous year. The drop is attributed to increased pressure on prices due to cheap imports of dumped solar glass from China, as well as inordinate rise in fuel and other costs which could not be passed on to customers. The working results show a Profit before tax of

Rs 791.44 lacs (before making provision for doubtful export debts of Rs 569.25 lacs) as compared to Rs 814.27 lacs in the previous year.

In September 2014 gas supplies were abruptly cut by over 50% for some consumers in South Gujarat, including your company, who were obliged to pay exorbitantly higher prices for alternate fuel to meet the demand gap. In November 2014, prices were raised for even the remaining gas which the company was getting. This led to significant hike in power and fuel cost for the company, which could not be passed on in higher prices of Solar Glass due to fierce competition from cheap Chinese imports.

In the budget of July 2014, excise was removed on solar tempered glass against submission of required forms/declarations by the buyers. However, despite repeated promises by the Finance Minister in Parliament, Excise/CVD continues to be levied till today on the inputs for Solar glass thus continuing with the inverted duty structure, whereas imports of solar glass are completely exempt from all kinds of duty, domestically made solar glass suffers duty on its inputs. Inability to avail credit for inputs inevitably increases cost of our product.

Imposition of anti-dumping duty by (European Union) EU on imports of Chinese solar glass allowed prices there to normalize, and helped promote exports of our glass to that market.

The Company has been focusing mainly on the domestic market. However there has been surge in cheap imports in India from China after EU imposed Anti-Dumping Duty on import of solar glass from China. This has led to pressure on domestic prices and margins have eroded further. The matter has been taken up with Ministry for New and Renewable Energy to either impose at least a basic import duty to provide a level playing field to the domestic industry or include Solar glass within the definition of domestic content in the projects being set up by the government with domestic content requirement (DCR). Unfortunately, the Government has been dragging its feet on both the fronts though they verbally sympathize with us and have advised manufacturers to buy Solar glass from local sources in view of a very insignificant impact on the cost of setting up a project.

Dispute with an international customer continued. The Company had been successful in obtaining attachment order on personal properties of directors holding them personally liable. However this decision was overturned by the appeal court which held that there was no personal liability of Directors. Soon after this, the customer filed for bankruptcy and liquidator has been appointed. The civil suit filed by the company has been recently heard by the court only on the subject of personal liability, since another court is monitoring the bankruptcy issue. The judgment of court is awaited. On meeting the liquidator it was discovered that there are secured lenders of sizable amount and recovery if any would first go to pay their dues. In view of these developments the chances of receiving any amount look extremely difficult. Accordingly, provision for the entire amount, net of the claims negotiated earlier and provided for, has been made in the accounts.

CORPORATE GOVERNANCE REPORT

As per Clause 49 of the listing agreement with the Stock Exchange, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

DEPOSITS

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company.

The Company is associate company of two companies namely Borosil Glass Works Limited (BGW's) and Fennel Investment and Finance Private Limited by virtue of their holding of more than 20% of the equity share capital in the Company. BGW's voting rights in the company is 79.46% of the total voting share capital (including preference share Capital).

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has established a Whistle Blower (Vigil) Mechanism and formulated a Whistle Blower Policy to deal with instance of fraud and mismanagement. The details of the Policy is explained in the Corporate Governance Report, which form part of this Annual Report and also posted on the website of the Company at http://www.gujaratborosil.com/policies.html - click on Whistle Blower Policy

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION ETC.

Board Meetings:

During the year, six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Appointment of Independent Directors:

The Company has in the last Annual General Meeting held on August 08, 2014 appointed three Independent Directors in the Company namely Mr. Shashi Kumar Mehra (DIN 00032134), Mr. Jagdish M. Joshi (DIN 00276041) and Mr. Ashok Kumar Doda (00288563) for a period of five years i.e. upto 31st March, 2019 under the Companies Act, 2013.

The Board of Directors appointed Mrs. Shalini Kamath (DIN 06993314) as Additional Director of the Company with effect from November 03, 2014. She holds office upto the date of ensuing Annual General Meeting of the Company. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing her appointment as Director. The Board of Directors recommends her appointment as Independent Directors for five consecutive years for a term upto March 31, 2020.

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

Declaration by Independent Directors:

The Independent Directors have submitted the declaration of independence, as required pursuant to Section 149(7) of Companies Act, 2013, stating that they meet the Criteria of independence as provided in sub-section ( 6).

Retirement by Rotation:

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. P K Kheruka (DIN 00016909), Director of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment. The Board recommends his appointment.

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.gujaratborosil.com/directors.html - click on Familiarization Programme for Independent Directors

Formal Annual Evaluation:

In compliance with the Companies Act, 2013 and Clause 49 of the Listing agreement, the performance evaluation of the Board was carried out during the year under review.

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 professional of 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. Ashok Kumar Doda, Lead Independent director (without attendance of non - Independent Director and members of 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, performance evaluation of Stakeholders Relationship Committee was done on May 18, 2015.

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

5. Evaluation of Independent Directors namely Mr. Shashi Kumar Mehra, Mr. Jagdish M. Joshi and Mr. Ashok Kumar Doda and Mrs. Shalini Kamath 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 Companies Act, 2013.

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

KEY MANAGERIAL PERSONNEL

Mr. Ashok Jain who was already Whole Time Director of the Company and Mr. Kishor Talreja who was working as the Company Secretary were designated as Key Managerial Personnel (KMP) of the Company under Section 203 of the Companies Act, 2013, in their respective positions.

Further, during the year, Mr. Sunil Roongta, Chief Financial Officer of the Company was designated as Key Managerial Personnel, under the above mentioned provisions of the Companies Act, 2013.

DEVELOPMENT AND IMPLENTATION OF RISK MANEGEMENT 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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. P K Kheruka

3. Mr. Jagdish Joshi

out of which Mr. Jagdish Joshi is Independent Director.

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.gujaratborosil.com/policies.html - click on CSR policy.

Initiatives taken by the Company during the year:

The Board at its meeting held on January 30, 2015 noted that since, the average Net profit of the Company for immediately preceding 3 years is negative; the Company is statutorily not required to contribute any amount towards CSR for the financial year 2014-15. The Company has not undertaken any CSR activities during the year under review.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in form MGT 9 is attached as an 'Annexure A' to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at http://www.gujaratborosil.com/policies.html - click on Related Party Transaction policy

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Certain matters related to excise duty are pending before court / excise authorities, outcome of which will impact financials of the Company.

POLLUTION CONTROL

The Company's plants do not generate any effluent except flue gas, the chemical composition of which is within permissible limits.

AUDITORS:

STATUTORY AUDITORS

M/s. Singhi & Company, Chartered Accountants, Statutory Auditors of the Company (FRN 110283W) will retire at the ensuing Annual General Meeting and are eligible for re-appointment. M/s. Singhi & Company, Chartered Accountants, have confirmed that their re-appointment, if made, shall be in accordance with the provisions of Section 139 and will satisfy the criretia as provided in Section 141 of the Companies Act, 2013.

The Board recommends their re-appointment as Statutory Auditors and to fix their remuneration for the financial year 2015-16.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to The Companies (Cost Audit Report) Rules, 2011, the Cost Audit Report for the financial year 2013-14 was filed on 22/09/2014 vide SRN No.S31280035 (Within Prescribed time limit of 27/09/2014) with the Ministry of Corporate Affairs. The Audit Committee has also received a Certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company.

The Ministry of Corporate Affairs (MCA) vide its Notification dated 30/06/2014 issued the Companies (Cost Records and Audit) Rules, 2014 under the Companies Act, 2013 in supersession of all the earlier Cost Records and Audit Rules. As per Rule 3, of the said Rules, the maintenance of Cost Records was not applicable to the Company. Therefore, the Company was not required to maintain Cost records or to appoint Cost Auditors for the financial year 2014-15 and hence no remuneration was paid to the Cost Auditor.

Later on, however, the Ministry of Corporate Affairs (MCA) vide its Notification dated 31/12/2014 amended the Companies (Cost Records and Audit) Rules, 2014. As per the amended Rule 3, Company is again required to maintain Cost Records for the financial year commencing on or after 1st April, 2015, as Company is covered under serial no.30 (Glass industry) of item (B) - Non-regulated sector.

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Kailash Sankhlecha & Associates, Cost Accountant, as the Cost Auditors of the Company for the Financial year 2015-16. M/s. Kailash Sankhlecha & Associates have confirmed that their appointment is within the limits of the Section 141 (3) (g) read with section 148 (3) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 148 (5) read with Section 141 sub section (3) of the Companies Act, 2013.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Virendra Bhatt, Practicing Company Secretary (CP no.124) has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is attached as an 'Annexure B' to this Report. The Secretarial Audit Report does not contain any qualification.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed and there were no material departures.

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

c. that we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. that the annual financial statements have been prepared on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments are furnished in the Notes to the Financial Statements.

EMPLOYEES' SAFETY

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

The Company attaches high importance to the Occupational health and safety systems to protect all its employees. The Company has taken mediclaim policy for all its employees and their dependent family members as also personal accident insurance of appropriate amounts for the employees at various levels.

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

The Company has in place a Policy for 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 branches/sales offices under Section 4 of the captioned Act. No complaint has been filed before the said committee till date. The Company has filed an Annual Report with the concerned Authority.

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

A Statement containing details of disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is attached herewith as an 'Annexure C' to this Report.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as there was no employee drawing remuneration to the extent mentioned therein.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given as an 'Annexure D' to this Report.

ACKNOWLEDGMENT

Your Directors would like to convey their deep appreciation for the co-operation received from employees, Company's bankers, Customers and Government Authorities during the year under review. Directors also place on record their appreciation for the confidence reposed by the shareholders.

For and on behalf of the Board of Directors

Place: Mumbai B. L. Kheruka Date : May 18, 2015 Chairman


Mar 31, 2013

Dear Members,

The Directors present the Twenty-Fourth Annual Report with the audited statements of accounts of the Company for the financial year ended March 31, 2013.

Financial Highlights

The highlights of the financial results of the Company for the financial year 2012-13 are as follows:

(Rs.in Lacs)

Year Ended Year Ended 31.03.2013 31.03.2012

Net revenue from operations 9553.19 7909.50

Profit/(Loss) before interest, depreciation and tax 617.31 (575.34)

Interest 343.71 1155.41

Depreciation 1486.94 1390.10

Net Profit/(loss) before tax (1213.34) (3120.85)

Provision for Taxation 0.25 0.25

Income Tax for earlier years (net) 0 56.86

Provision for deferred tax liability /(Asset) created (414.56) (1066.04)

Profit/(loss) after tax (799.03) (2111.92)

Add: Balance brought forward from last year (1621.72) 30.20

Add: Set off of loss from General Reserve 0 460.00

Balance carried to the Balance Sheet (2420.75) (1621.72)

DIVIDEND

Your Directors do not recommend any dividend for the year ended March 31, 2013 on both Equity and 9% Cumulative Non-Convertible Redeemable Preference Shares, in view of loss incurred during the year.

PERFORMANCE

Sheet Glass

The furnace was cooled down on 28th July, 2010 and it was decided not to renew the same for making sheet glass.

The surplus workmen of the sheet glass plant had disputed the Company''s decision to go for partial closure against which the Company had filed appeal before the Gujarat High Court. In the meanwhile, the said workmen have been absorbed in the Solar Glass operations and Company has since withdrawn the appeal. A settlement with the recognized Workers union has been signed in March 2013.

Solar Glass

The Solar glass market worldwide continues to remain sluggish since March 2011 and the prices of modules and components are very low. Consequently, the prices of solar glass also are low and there is overcapacity in international market. The company started focusing on the domestic market and is now supplying to almost all the Indian consumers of solar glass. However the domestic market also remained uncertain after March 2012 and the company had to rethink its strategy. In September 2012 the Company introduced Patterned glass for Architectural applications and has gradually added new designs. The experience to produce patterned glass led to significant improvement on operations and even solar glass production could be increased substantially with economies in consumptions and costs.

One of the major international customer who had bought lot of glass until December 2011, but due to drop in prices and quality had held back payments, on the pretext of claims. Finally after examining all the claims and protracted negotiations through discussions, a settlement was drafted. However, the customer did not sign the settlement and offered delayed payment schedules and wanted to leave the settlement open ended which was not agreed to. Finally a case has been filed in Court at Netherlands for recovery. Provision has been made in accounts for 2011-12 for the amount agreed to be allowed as discounts/claims and the amount recoverable has been shown as doubtful in 2012-13.

DIRECTORS

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Shashi Mehra and Mr. Jagdish Joshi, Directors of the Company retire by rotation and being eligible offer themself for re-appointment.

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

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is included in the Annual Report and the Certificate from Company''s auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause 49 of the listing agreement with the Stock Exchange is annexed hereto.

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.gujaratborosil.com. The Directors and Senior Management personnel have affirmed their compliance with the code for the year ended 31st March, 2013.

DEPOSITS

The Company has not accepted any deposits and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

POLLUTION CONTROL

The Company''s plants do not generate any effluent except flue gas, the chemical composition of which is within permissible limits.

AUDITORS:

STATUTORY AUDITORS

M/s. Singhi & Company, Chartered Accountants, Statutory Auditors of the Company (FRN 110283W) will retire at the ensuing Annual General Meeting and are eligible for re-appointment. M/s. Singhi & Company, Chartered Accountants, have confirmed that their re-appointment, if made, shall be within the limits of Section 224(1B) of the Companies Act, 1956.

The Board recommends their re-appointment as Statutory Auditors and to fix their remuneration.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to section 233B (2) of the Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Kailash Sankhlecha & Associates, Cost Accountant, as the Cost Auditors of the Company for the Financial year 2013-14. M/s. Kailash Sankhlecha & Associates have confirmed that their appointment is within the limits of the Section 224 (1B) of the Companies Act, 1956 and have also certified that they are free from any disqualifications specified under section 233B(5) read with Section 224 sub section (3) and sub-section (4) of Section 226 of the Companies Act, 1956.

The Audit Committee has also received a Certificate from the Cost Auditor Certifying their independence and arm''s length relationship with the Company. Pursuant to The Companies (Cost Audit Report) Rules, 2011, the Cost Audit Report for the financial year 2011-12 was filed on 28/02/2013 vide SRN No.S20426086 with the Ministry of Corporate Affairs.

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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss 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.

PARTICULARS OF EMPLOYEES

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as there was no employee drawing remuneration to the extent mentioned therein.

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

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

ACKNOWLEDGMENT

Your Directors would like to convey their deep appreciation for the co-operation received from employees, Company''s bankers, Customers and Government Authorities during the year under review. Directors also place on record their appreciation for the confidence reposed by the shareholders.

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 Gujarat Borosil Limited

The Directors are pleased to present their Twenty-Third Report and Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2012 are given below :

(Rs in Lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Net revenue from operations . 7909.50 9266.46

Profit/(Loss) before interest, depreciation and tax (575.34) (614.57)

Interest 1155.41 810.62

Depreciation 1390.10 1325.86

Net Profit/(loss) before tax (3120.85) (2751.05)

Provision for Taxation (Net) 0.25 0.30 Income Tax for earlier years (net) 56.86 89.13

Provision for deferred tax liability /(Asset) created (1066.04) (948.96)

Profit/(loss) after tax (2111.92) (1891.52)

Add: Balance brought forward from last year 30.20 1921.72

Add: Set off of loss from General Reserve 460.00 -

Balance carried to the Balance Sheet (1621.72) 30.20

DIVIDEND

Your Directors do not recommend any dividend for the year ended 31st March, 2012 in view of loss incurred during the year.

PERFORMANCE Sheet Glass

The furnace was cooled down on 28th July, 2010 and it was decided not to renew the same for making sheet glass. Net revenue from operations for 2010-11 included Rs 2639.38 lacs (Nil in 2011-12) on account of sale of sheet glass.

The surplus workmen of this plant have disputed the Company's decision to go for partial closure and Company's appeal is pending for decision by the Gujarat High Court. In the meanwhile, the overheads of this plant continue which affected the overall performance.

Solar Glass

The Low Iron Solar Glass Furnace of the Company first of its kind in the country was successfully commissioned last year on 16th March, 2010.

The Solar glass market worldwide has gone through upheavals in the last 15 months and the prices of modules and components have all crashed. The solar glass prices too crashed by almost 35% compared to 2010-11 thereby not only eroding the margins completely but also causing huge losses. Similar trend persisted in the domestic market also.

On the other hand, one of the major buyers who bought glass in huge quantities in 2010-11 did not use the glass and later raised claims on account of price drop as also quality. The customer withheld payments. Finally after examining all the claims and protracted negotiations through discussions the claim has been settled which caused additional losses to the Company.

The top 3 solar module markets i.e. Germany, Italy and Spain continue with slow down leading to closure of many units across the globe. The steps announced in the first quarter of 2011-12 by Italian Government were found short in stabilization of the solar market. The overcapacity has further gone up in view of new facilities commissioned in 2011-12 particularly in China. The demand is slightly up but the selling prices remain under pressure due to overcapacity. The company has been focusing on the domestic market and rs now supplying to almost all the Indian consumers of solar glass. The production improvements made over last one year have led to improvement in quality of both Annealed and Tempered Glass and the company has seen no significant further claims on'the supplies made in 2011-12.

The company is taking a series of steps to increase tempering production, further strengthen quality checks and reduce costs which will arrest the losses and improve working from the 2nd quarter onwards.

DIRECTORS

The Board of Directors of the Company appointed Mr. Raj Kumar Jain as an Alternate Director to Mr. Jagdish Joshi during the later's stay abroad and Mr Jain held office from 10th May, 2011 to 22nd June, 2011.

Mr. Ashok Jain and Mr. Ashok Kumar Doda retire by rotation and being eligible offer themselves for re-appointment.

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

ISSUE OF PREFERENCE SHARES & INCREASE IN AUTHORISED CAPITAL

In order to reduce its debt liability, during the year, the Company issued fresh Capital by way of issue of 90,00,000 - 9% Cumulative Non-Convertible Redeemable Preference Shares of Rs 100/- each, at par, through private placement, to the Promoter Company, Borosil Glass Works Limited for a sum of Rs 90 crores. In order to do so, the Authorised Capital was increased from Rs 50 Crores to t 140 Crores by creating 90,00,000 Preference Shares of Rs 100/- each. Since privately placed, the said Preference Shares are not listed on any Stock Exchange.

The Company has used the entire funds raised by issue of aforesaid Preference Shares in repayment of inter-corporate deposits/ loans as per stated objects of the said Issue. The Audit Committee of Board of Directors of the Company has taken note of the said utilization of funds as aforesaid.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is included in the Annual Report and the Certificate from Company's auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause 49 of the listing agreement with the Stock Exchange is annexed hereto.

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.gujaratborosil.com. The Directors and Senior Management personnel have affirmed their compliance with the code for the year ended 31st March, 2012.

DEPOSITS

Your Company has not accepted any deposits from Public till date.

POLLUTION CONTROL ,

The Company's plants do not generate any effluent except flue gas, the chemical composition of which is within permissible limits.

AUDITORS

M/s. Singhi & Company, 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. As per provisions under Section 224(1-B) of the Companies Act, 1956, a written certificate has been obtained by the Company from the Auditors stating that if they are re-appointed as Auditors of the Company, such re- appointment would be within the limits specified in Section 224(1-B) of the Companies Act, 1956.

COST AUDITOR ANDCOST AUDIT REPORT

Pursuant to Section 233B(2) of the Companies Act, 1956 read with Order F.NO.52/26/CAB-2010 dated 30th June, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. Kailash Sankhlecha & Associates, Cost Accountant, 414, Saffron Complex, opp. Indian Airlines Office, Fatehgunj, Vadodara - 390 002, as Cost auditor of the Company for the Financial Year 2011-12 and again on recommendation of Audit Committee, the Board of Directors at their meeting held on 24th May, 2012, has, subject to approval of Central Government, re-appointed, M/s. Kailash Sankhlecha & Associates as Cost Auditor for the Financial Year 2012-13.

M/s. Kailash Sankhlecha & Associates has confirmed that their appointment, is within the limits of the Section 224 (1B) of the Companies Act, 1956 and has also certified that they are free from any disqualifications specified under section 233B(5) read with Section 224 sub section (3) and sub-section

(4) of Section 226 of the Companies Act, 1956. The Audit Committee has also received a Certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company.

Pursuant to The Companies (Cost Audit Report) Rules, 2011, the Cost Audit Report for the financial year 2011-12 shall become due for filing with the Central Government on 30th September, 2012. This report is under process and will be filed before due date. Further, as filing of said report was made mandatory to the glass industry only from 1st April, 2011, there was no requirement to file Cost Audit Report in respect of previous year.

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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss 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.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration to the extent as required to be disclosed under Section 217(2A) of the Companies Act, 1956 and rules thereunder, as amended.

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

The particulars prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

ACKNOWLEDGMENT

Your Directors would like to express their deep appreciation for the co-operation received from employees and Company's bankers during the year under review. Directors also place on record their appreciation for the confidence reposed by the shareholders. .

For and on behalf of the Board of Directors

Place : Mumbai B.L.Kheruka

Date : 24th May, 2012 Chairman


Mar 31, 2011

The Members of

Gujarat Borosil Limited

The Directors are pleased to present their Twenty Second Report and Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2011 are given below :

(Rupees in Lacs) Year Ended Year Ended 31.03.2011 31.03.2010

Gross Sales (including Excise Duty) 8526.33 8773.20

Profit/(Loss) before interest, depreciation and tax (614.57) 483.11

Interest 810.62 66.43

Depreciation 1325.86 554.93

Net Profit/(loss) before tax (2751.05) (138.25)

Provision for Taxation (Net) 0.30 0.36

Income Tax for earlier years (net) 89.13 —

Provision for deferred tax liability/ (Asset) created (948.96) (41.81)

Profit/(loss) after tax (1891.52) (96.80)

Add: Balance brought forward from last year 1921.72 2018.52

Available for appropriation 30.20 1921.72

Appropriation:

Transferred to General Reserve — —

Balance carried to the Balance Sheet 30.20 1921.72

DIVIDEND

Your Directors do not recommend any dividend for the year ended 31st March, 2011 in view of loss incurred during the year.

PERFORMANCE

Sheet Glass

The furnace was cooled down on 28th July, 2010 in 16th year of its continuous operation and it was decided not to renew the same for making sheet glass due to falling demand for sheet glass on account of abundant supply of float glass in the country which led to inadequate margins.

Voluntary retirement scheme was introduced by Company for the affected workmen which was opted by 26 persons. It has since been decided to go for partial closure of this plant for which process is under progress. For the remaining affected workmen the matter is before labour commissioner. The overheads of this plant however continued which affected the overall performance.

Solar Glass

The Low Iron Solar Glass Furnace was successfully commissioned on 16th March, 2010. Inspite of it being the first project of its kind in India, the company was able to prove the quality of the glass within,a very short time frame. In fact, the company received the highest U1 rating for Transmission of Energy from the prestigious SPF institute based in Rapperswill, Switzerland. This established the intrinsic quality of the Company's solar glass as amongst the best in the world.

Glass for solar photo voltaic(PV) applications is an engineered product, used as a component in the total assembly. The PV panels must be guaranteed for 25 years. They are subjected to very rigorous testing in internationally certified laboratories in USA and Europe, before they can be sold. Once a panel has been approved by such a laboratory, not a single component can be changed. As such, they are extremely particular about each and every component which is used in their panel. Whereas there were printed specifications to which the glass must adhere, we discovered after starting production that there were numerous additional specifications against which the users measured the glass, but which were not written down anywhere. Most of these were cosmetic, and of no relevance to the intended use of the panel, which is on a rooftop away from anyone's gaze. However, if the buyer rejected the glass, there was little that could be done. Time and again, we would learn of the rejection of a consignment for a cosmetic reason which had never even been mentioned as a requirement in the purchase order.

Secondly, the approval process takes over a year in most cases. A small pocket book piece of glass is laminated to a photo voltaic cell, and put into a test chamber where it is subjected to heating and cooling cycles. If it passes a minimum of 1000 hours in this test, the user calls for full size samples. They prepare PV panels using these samples, and wait for their result, in some cases after 3000 hours. Thereafter, they order a single or perhaps two containers to study the delivery and usage pattern by their own manufacturing plant. The glass must come out of the packing and go straight to their production line. Only after that do they accept the glass for regular use in their manufacturing programme.

The Company has undergone a very sharp learning curve through the course of the year.

Since we are in the initial stages of establishing ourselves, we had to pay the invoice value as claim. Now we have overcome the problem. Our product has been accepted by some of the largest PV Panel manufacturers in the world.

The Chinese supplier of the tempering equipment delayed deliveries of the tempering line by about 6 months. Owing to this, the Company was forced to supply annealed glass to glass processors in Europe at less remunerative prices. Moreover, owing to heavy monsoon rains and port congestion during the last year, a large portion of the glass remained inside containers for much longer periods than ideal. The high content of moisture caused white patches to develop on the glass and was consequently rejected by the customer after the glass reached Europe. This problem has since been resolved by taking several steps, including changing the packing material from timber to plywood, and using a high quality of silica gel to absorb any excess water vapor in the atmosphere.

After tempering operations commenced, the Company began to supply glass to module manufacturers in Europe and East Asia. Here, the company suffered another setback as"a large.portion of the glass for one customer was delivered 1 mm over the permitted tolerance. On further investigation, it was found that the glass had expanded an inordinate amount during the tempering operation. Since the glass was correct in all other aspects except for the marginal length increase, discussions were had with the end customer to accept this glass as a one time deviation. Owing to poor market conditions prevailing in Europe and large stocks of unsold product lying in the customer's warehouse, the Company was forced to accept the claim and take the goods back. The Company will make all efforts to resell these goods to other customers. However, the Company has provided for a loss of 3 crores out of an abundance Of caution on account of these returns. The tempering expansion issue has since been taken up with the Chinese supplier and an acceptable interim solution has been found. A long term solution has also been found. This will take two months to implement.

The last quarter of the financial year also saw the Italian government announce a cessation of the popular feed-in-tariff subsidy for end consumers, which caused a sharp slowdown in the market for solar glass. Sales in Italy slowed down overnight. This slowdown in Italy, being one of the top 3 largest markets in Europe, has caused stress for the solar markets worldwide with inventories of finished goods piling up and module manufacturers going slow in the purchase of all components, including glass.

The first quarter of the new financial year has seen some measure of stabilization for the solar market in general with the Italian government announcing a new subsidy in the first week of May. It is expected that this market will pick up soon and demand will resume from the 2nd quarter of this financial year. In the meanwhile,

the Company has been focusing on the domestic market and has established relationships with large Indian-consumers of solar glass. Shipments to these customers have started and are expected to contribute to a significant percentage of sales through the course of the year. After the various production improvements which'tiave been-made over the course of the year, the Company has seen no significant further claims since the month of March. Glass delivered since then has been accepted by customers as being world class in all aspects. Consequently, the Company expects a much better financial performance from the 2nd quarter onwards-'

All the above issues seriously affected the performance of the Company, resulting in a loss of about Rs 27.50 crores including the loss on sheet glass before it was shut down.

DIRECTORS

Mr. A.-R. Barwe, an independent Director expired on 5th October, 2010. The Board placed on record its appreciation for guidance received from Mr. A. R. Barwe during his brief stint as a Director of the Company. Mr. Ashok Kumar Doda was appointed as a Director of the Company w.e.f. 9th November, 2010 to fill casual vacaney caused by the sad demise of Mr. A. R. Barwe. Mr. B. L. Kheruka, owing to his preoccupation, relinquished his office of Managing Director w.e.f 17th March, 2011, while continuing as non-executive Chairman of the Gompany.

Mr. P. K. Kheruka and Mr. B. L. Kheruka retire by rotation and being eligible offer themselves for re-appointment.

Brief details of the Directors being appointed/reappointed are being incorporated in the Notice for the forthcoming Annual General Meeting. In addition, brief details of Mr. Ashok Kumar Doda are also being furnished there.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A INDUSTRY STRUCTURE AND DEVELOPMENTS

The Company has commenced manufacture of low iron solar glass for application in solar power sector. Solar PV market internationally has seen high growth. In India this is gaining momentum in view of favorable Policy announcements made by the Government of India and holds huge growth potential. A number of new plants for PV Modules/Solar energy are in pipeline and even large industrial houses have shown interest in the sector with huge capex planned.

It was hitherto operating a sheet glass plant in the Flat Glass sector consisting of float glass, sheet glass and figured glass as well as processed glass like tempered glass, mirrors etc. On completion of a prolonged campaign of its sheet glass plant the Company has decided to discontinue production of sheet glass and the furnace has not been renewed.

B. OPPORTUNITIES & THREATS

OPPORTUNITIES

- The Company enjoys first mover advantage in the solar glass sector and is in a position to seize the growing opportunity in the sector in domestic market. The Company is already assessing possibility of enhancing capacity by setting up a new furnace on the existing sheet glass facility.

THREATS

- Frequent fluctuation in the international market due to Government policies and Oil prices swings the demand for PV modules and consequently the solar glass requirement. The selling prices also keep fluctuating on account of this.

- Despite impetus provided by the Government by announcing policies there is a slower than expected growth in implementation and there is a considerable time lag in approval of proposals by respective state governments to set up solar power plants. This may cause delays in the growth.

C SEGMENTWISE OR PRODUCTWISE PERFORMANCE

The Company's business activity falls within a single primary business segment viz. Manufacture of Solar glass. As such, there are no separate reportable segments as per Accounting Standard 17.

D. OUTLOOK

The Government has announced long term policy measures which will accelerate the growth of solar energy in the Country which will require huge quantity of low iron glass. The solar energy produced will be more dependable by this non-conventional route and will reduce pressure on natural resources besides being non-polluting and environment friendly.

E RISK AND CONCERNS

The Government approval to the solar power projects should be expedited if the Country has to achieve plans to produce solar energy.

R INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate Internal Control System commensurate with its size and nature of business. The internal control systems are designed to ensure that the financial statements are prepared based on reliable information. The Internal Audit is continuously conducted by in house Internal Audit department of the Company and Internal Audit Reports are reviewed by the Audit Committee.

G DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The operating performance during the year suffered serious setback on account of shut down of sheet glass furnace, under utilisation of solar glass capacity and quality problems. The sales value was almost the same despite new solar glass plant with increased expenditure. The Company faced loss before interest and depreciation of Rs. 614.57 lacs as against a profit of Rs. 483.11 lacs in the previous year.

H. MATERIAL DEVELOPMENT IN HUMAN RESOURCES, INDUSTRIAL RELATION FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

Consequent upon cooling down of Company's sheet glass furnace, the Company offered Voluntary Retirement Scheme (VRS) to its employees/workmen connected with the said plant in Govali (Bharuch) during the year, which has been accepted by 26 employees/workmen. The Company is rationalizing its workforce in order to effectively use it for Company's newly set up Low Iron Solar Glass plant. The Company has started partial closure process for its sheet glass plant and the surplus workmen will be suitably compensated as per legal provisions.

Number of people employed as on 31st March, 2011 were as under:

Staff :188

Workers : 243 (Excluding contract labour)

The industrial relations continued to be cordial though negotiations for compensation to sheet glass plant workmen are underway.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is included in the Annual Report and the Certificate from Company's auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause 49 of the listing agreement with the Stock Exchange is annexed hereto.

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.guiaratborosil.com. The Directors and Senior Management personnel have affirmed their compliance with the code for the year ended 31st March, 2011.

DEPOSITS

Your Company has not accepted any deposits from Public till date.

POLLUTION CONTROL

The Company's plants do not generate any effluent except flue gas, the chemical composition of which is within permissible limits.

AUDITORS

M/s. Singhi & Company, 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. As required per provisions under Section 224(1-B) of the Companies Act, 1956, a written certificate has been obtained by the Company from the Auditors stating that if they are re-appointed as Auditors of the Company, such re-appointment would be within the limits specified in Section 224(1-B) of the Companies Act, 1956.

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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss 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.

PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration to the extent as required to be disclosed under Section 217(2A) of the Companies Act, 1956 and rules thereunder, as amended.

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

The particulars prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

ACKNOWLEDGMENT

Your Directors would like to express their deep appreciation for the co-operation received from employees and Company's bankers during the year under review. Directors also place on record their appreciation for the confidence reposed by the shareholders.

For and on behalf of the Board of Directors

Place : Mumbai B. L. Kheruka Date : 27th May, 2011 Chairman


Mar 31, 2010

The Directors are pleased to present their Twenty-First Report and Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results for the year-ended 31st March, 2010 are given below :

(Rupees in Lacs) Year Ended Year Ended 31.03.2010 31.03.2009 Gross Sales (including Excise Duty) 8773.20 10291.76 Profit before interest, depreciation and tax 483.11 1590.22 Interest 66.43 11.54 Depreciation 554.93 533.27 Net Profit/(loss) before tax (138.25) 1045.41 Provision for Taxation (Net) 0.36 230.19 Provision for fringe benefit tax - 10.91 Provision for deferred tax liability/(Asset) (41.81) 122.92 Profit/(loss) after tax (96.80) 681.39 Add: Balance brought forward from last year 2018.52 1636.63 Available for appropriation 1921.72 2318.02 Appropriation: Transferred to General Reserve - 100.00 Proposed Dividend - 170.52 Dividend distribution tax - 28.98 Balance carried to the Balance Sheet 1921.72 2018.52

DIVIDEND

Your Directors do not recommend any dividendfor the year ended 31st March, 2010 in view of loss incurred during the year.

PERFORMANCE

The decline in demand due to slowdown in economy coupled with the pressure of supply from three new float glass producers caused a drop in selling prices of sheet glass and adversely impacted the Companys performance.

NEW PROJECT

The Low Iron Glass Project to manufacture 105 TPD has been commissioned from 16th March, 2010 after trial runs from middle of January. The project cost has been financed by a mix of internal accruals, Rupee loan and foreign currency loan. Production of glass from the new plant and sale/export of the finished goods has started. The plant is gradually attaining full production.

The tempering facility is being installed and will be commissioned shortly. In the meantime the Company is selling annealed glass to buyers/processors both in exports to Europe and in domestic market. The high solar energy transmission of our glass has been appreciated by our customers.

DIRECTORS

Mr. V. A. Gore, an Independent Director of the Company and member of the Audit and Remuneration Committees of the Board of Directors, expired on 2nd December, 2009. The Board placed on the record its appreciation for his valuable contribution to the Company.

Mr. A.R. Barwe was appointed as an Additional Director w.e.f. 29th May, 2010. The Company has received notice from a member of the Company under Section 257 of the Companies Act, 1956, alongwith the requisite deposit, in respect of Mr. Barwe, proposing his appointment as Director.

Mr. Jagdish Joshl and Mr. Shashi Mehra retire by rotation and being eligible offer themselves for re- appointment.

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

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is included in the Annual Report and the Certificate from Companys auditors confirming the compliance with the code of Corporate Governance as enumerated in Clause 49 of the listing agreement with the Stock Exchange is annexed hereto.

The Board of Directors of the Company has evolved and adopted a Code of Conduct and posted the same on the Companys website www.guiaratborosil.com . The Directors and Senior Management personnel have affirmed their compliance with the code for the year ended 31st March, 2010.

DEPOSITS

Your Company has not accepted any deposits from Public till date.

POLLUTION CONTROL

The Companys plants do not generate any effluent except flue gas, the chemical composition of which is within permissible limits.

AUDITORS & AUDITORSREPORT -

M/s. Singhi & Company, 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. The remarks made by the Auditor in their report are self explanatory.

DIRECTORSRESPONSIBILITY 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss 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.

PARTICULARS OF EMPLOYEES

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

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

The particulars prescribed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexure to the Report.

ACKNOWLEDGMENT

Your Directois would nke to express their deep appreciation for the co-operation received from employees and Companys bankers during the year under review. Directors also place on record their appreciation for the confidence reposed by the shareholders.

For and on behalf of the Board of Directors Place : Mumbai B.L.Kheruka Date : 29th May, 2010 Chairman & Managing Director

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