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Directors Report of Haldyn Glass Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the Twenty-Seventh Annual Report on the business and operations together with the Audited Financial Statements of the Company for the year ended on March 31, 2018.

1) FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	standalone		consolidated
	for the year ended march 31, 2018	For the year ended March 31,2017	For the year ended march 31, 2018	For the year ended March 31, 2017
Total Income	17,466.55	19,236.55	17,466.55	19,236.55
Earnings before interest, depreciation and tax	1,835.24	2,969.07	1,835.24	2,969.07
Interest and Finance Charges	20.16	90.47	20.16	90.47
Depreciation	1,097.52	1,115.94	1,097.52	1,115.94
Profit before tax	717.56	1,762.66	717.56	1,762.66
Provision for Current Tax	224.79	431.00	224.79	431.00
Provision for Deferred Tax	(154.45)	167.38	(154.45)	167.38
MAT (Credit) / Reversal	-	39.00	-	39.00
Profit after tax	647.22	1,125.28	647.22	1,125.28
Share of Profit/(loss) of Joint venture			(696.59)	(52.25)
Other comprehensive income	23.02	69.01	23.02	69.01
Total comprehensive income for the period net of Tax	670.24	1,194.29	(26.35)	1,142.05
Surplus brought forward from previous year	13,091.14	12,520.33	13,032.89	12,514.33
Profit available for appropriation Total	13,761.38	13,714.62	13,006.54	13,656.38
Appropriations:
General Reserve	200.00	500.00	200.00	500.00
Final Dividend on Equity Shares	295.64	268.76	295.64	268.76
Tax on Dividend	60.16	54.70	60.18	54.70
Surplus carried forward to next Year	13,205.58	12,891.16	12,450.72	12,832.91
total	13,761.38	13,714.62	13,006.54	13,656.38

2) PERFORMANCE

Your Company has recorded turnover of Rs.16,903.09 lakhs against Rs.18,945.33 lakhs last year. Earnings before Interest, depreciation and tax for the year are at Rs.1,835.24 lakhs as compared to Rs.2,969.07 lakhs achieved in 2016-17. The Profit after tax for the year is Rs.647.22 lakhs vis-a-vis 1,125.28 lakhs of previous year.

EPS for 2017-18 is Rs.1.20 as against Rs.2.09 earned in previous year.

3) DIVIDEND

The Board have recommended a dividend of 30% i.e. Rs.0.30 per Share of face value of Rs.1 each, for the approval of the shareholders at the ensuing Annual General Meeting. The total payout on account of dividend will be Rs.194.08 lakhs inclusive of Dividend Distribution Tax thereon of Rs.32.82 lakhs.

4) transfer to reserve

For the year under review, an amount of Rs.200 lakhs is proposed to be transferred to General Reserve and the amount of Rs.13,205.56 lakhs is proposed to be retained in the Statement of Profit and Loss.

5) share capital / esop

The paid up Equity Share Capital as at March 31, 2018 was Rs.537.52 Lakhs.

The Company had approved a Resolution at the Fifteenth Annual General Meeting held on August 26, 2006 for issue of Employee Stock Options Plan (ESOP) to the Directors/ employees under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999, with a view to attract, retain, motivate and reward the employees. However, no Stock Options have been offered or issued as on date.

The Company has not issued and allotted any securities during the year ended March 31, 2018.

6) change in applicable accounting standards

Pursuant to Notification dated February 15, 2015 by the Ministry of Corporate Affairs, Indian Accounting Standards (IND AS) became applicable to certain classes of Companies from April 01, 2017 with a transition date of April 01, 2016. IND AS replaced the Generally Accepted Accounting Principles (Indian GAAP) prescribed under section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014.

IND AS is applicable to the Company from April 01, 2017. Consequently, figures of the Financial Year ended 2016-17 with transition date as at April 01, 2016 have been restated as per IND AS.

7) FINANCE

Cash and cash equivalent as at March 31, 2018 was Rs.497.88 lakhs against Rs.333.70 lakhs last year. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict vigil through continuous monitoring.

8) PUBLIC DEPOSITS

During the year under review the Company did not accept any deposit from the public falling within the ambit of Chapter V Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended form time to time.

9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantee and investment covered under section 186 of the Companies Act, 2013 form part of the Notes to the financial statement provided in this Annual Report.

10) MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the amended Regulation 34 (3) read with Part B of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Directors wish to report as follows :

A. This section shall include discussion on the following matters within the limits set by the listed entity''s competitive position

I) INDUSTRY STRUCTURE

The Company manufacturers glass containers mainly used by liquor, food & beverage and also in personal care industries. Although the liquor industry is the largest customer segment, the Company is exploring possibilities of diversifying into production of wide mouth / open jars (through press and blow process) for other industries and segments. The Company''s products have also made some in roads into the export market and efforts to increase export have started showing good results.

In spite of the sector''s increasing competitive environment and surplus capacity in the industry, your company is cautiously optimistic for coming years .

ii) OPPORTUNITIES AND THREATS :

The International Monetary Fund (IMF) remained optimistic of India''s potential GDP growth at 7.4% in 2018, as such the company envisage improvement in economic fundamentals such as inflation being under control and current account performance.

NITI Aayog of India expects the economy to grow at 7.5% in the current financial year and has been working to lift economic growth to 8.5% - 9% in the next four years.

Expected accelerated growth would be achievable as the country shall reap the benefits of structured reforms and stable Government at the Centre. India''s sound macro-economic fundamentals will further supplement the GDP growth prospects.

iii) SEGMENT WISE OR PRODUCT WISE PERFORMANCE :

The Company operates only in one business segment of manufacturing / supplying of glass bottles & containers. There are no separate reportable segments as per Accounting Standard -17, issued by the Institute of Chartered Accounts of India.

iv) OUTLOOK :

Liquor companies have witnessed a revival in consumer demand during Q1 of 2018-19 after the adverse impact of demonetisation, GST reforms, and last year''s highway ban have come down.

The ban on the use of plastic in Maharashtra, is expected to gain momentum in other States which is pushing users to shift from use of plastic products. Uttar Pradesh has also ordered a ban on the use of plastic since July, 2018 and other States may also bring in similar bans. All major hotel chains and food & beverage brands have started looking to minimise use of plastic based packaging . Such ban on plastic - including in mineral water and glass being a preferred option for environmental wellbeing, shall open new avenues for use of glass container. With the increase in public awareness towards environment and recyclable nature of glass, the management expects that the use of glass containers and bottles is likely to surge in the time to come.

GST will enable the government to regulate the unorganised sector and bring more companies under the ambit of tax paying umbrella which will boost the tax revenues and business transparency. Considering forth coming general elections next year, Govt. is expected to push up capital spend and welfare spending is also set to get a boost from the expected additional pay outs based on pay commission recommendations, which will increase consumption. As such management is of view that demand for glass containers is likely to increase in future.

v) RISKS AND CONCERNS :

A trade war between China and the US - the world''s largest economies , could impede global economic recovery. Reacting to the tariffs imposed by US, the Chinese Commerce Ministry said: "The US has ignited the largest trade war in economic history." However, CII expects that certain Indian products may become more competitive. "Moreover, foreign direct investments from the US should be encouraged by boosting confidence of US firms in India''s business climate", said CII.

Though, ongoing volatility in the global, political and economic environment may have an impact on the Indian economy and corporate sector, the Company is continuing it''s efforts to increase exports of its products. However, it faces the risk of forex volatility and fuel price increase due to increasing crude rates in International market to that extent. Other than this, the Company has limited exposure to foreign exchange risks as it mainly operates in domestic market.

While implementing the GST, gas was not covered under it. However, based on industry representations, Gujarat Govt has provided relief by reducing the VAT on gas to 6% as against 15% earlier, but no set off for input credit of such VAT paid will be available to the Company. The Govt. is actively considering to cover gas as well under GST.

vi) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are regularly tested and certified by Statutory Auditors as well as Internal Auditors and cover the Plant, Corporate Office and key areas of business. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company''s risk management policies and system.

vii) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The financial performance has the apparent bearing of demonetisation and ban on liquor sales near highways by the Supreme Court. It was further compounded by GST implementation schedules and resultant reduced off takes. As a result, total income as well as profit after tax were lower against the previous year. The Company, barring normal working capital and a small vehicle loan, remains a debt free company.

viii) MATERIAL DEVELOPMENTS IN HUMAN RESOURCE / INDUSTRIAL RELATIONS FRONT, INCLDUING NUMBER OF EMPLOYEES EMPLOYED

Your Directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the Company. Industrial relations continued to remain cordial during the year. Employees being a key factor, the Company encourages the employees for continuous learning by conducting periodical training programmes throughout the year.

B. DISCLOSURE OF ACCOUNTING TREATMENT :

The Company prepares its financial statements in compliance with the prescribed Accounting Standards and hence no further disclosure is required to be made in terms of Part B of Schedule V read with regulations 34 (3) and 53 (f) of LODR.

11) DIRECTORS & KEY MANAGERIAL PERSONNEL

a) Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr N. D. Shetty (DIN: 00025868), retires by rotation and, being eligible, has offered himself for reappointment.

b) Key Managerial Personnel

The following employees were designated as whole - time key managerial personnel by the Board of Directors during the year under review:

i) Mr. N. D. Shetty, Executive Chairman

ii) Mr. T. N. Shetty, Managing Director

iii) Mr. Ganesh P. Chaturvedi, Sr. Vice President, Finance and Chief Financial Officer

iv) Mr. A. A. Lambay, Company Secretary

c) Mr. Asit Chawla, has ceased to be Chief Operating Officer ("COOâ), of the Company with effect from June 22, 2018, the Board places on record its appreciation towards valuable contribution made by him during his tenure as COO of the Company

d) Pursuant to notification of Securities and Exchange Board of India (SEBI)Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, as notified on May 09, 2018 every listed company is required to pass a special resolution for appointing or continuing the directorship of Non-Executive Director on attaining the age of 75 years. This amendment will come into effect from April 01, 2019.

The Board considers that the continual association of Mr. L. Rajagopalan, Mr. Farrokh Sorab Broacha, Mrs. Kishori Jayendra Udeshi, Non Executive Independent Directors and Mr. Rolf Eberhard Von Bueren Non Executive non Independent Directors on the Board till the completion of their present respective terms of their appointment would be of immense benefit to the Company and it is desirable to continue to avail their services as Non Executive Independent Directors/ Non Executive non Independent Director. Accordingly, in compliance with the notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, as notified on May 09, 2018 and the provisions of section 149 read with Schedule IV of the Companies Act, 2013, the Board recommends the continuation of these Directors as independent directors/ Non Executive non Independent Director for the approval of the shareholders.

12) MEETINGs

During the year under review, five (5) Board Meetings and four (4) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings has been within the period prescribed under the Companies Act, 2013 and the LODR.

13) DECLARATION BY INDEPENDENT DIRECTORS

As required under Section 149(7) of the Companies Act, 2013, all Independent Directors have submitted the declarations of Independence, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 as well as LODR.

14) BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 read with the Rules framed there-under and Regulation 17 of the LODR, the Board had carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees. The Board have expressed its satisfaction with the evaluation process.

15) CORPORATE GOVERNANCE

As required under Regulation 34(3) read with Schedule VI of the LODR, a report on Corporate Governance, along with the Certificate from the Statutory Auditors of the Company regarding the compliance with the conditions of Corporate Governance forms part of the this Report.

16) AUDIT COMMITTEE

The Audit Committee is constituted as per the regulatory requirements mandated by the Companies Act, 2013 and the LODR. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

17) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted as per the regulatory requirements mandated by the Companies Act, 2013 and the LODR. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

18) CORPORATE SOCIAL RESPONSIBILITY (CSR) - INITIATIVES

In terms of the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy (Rules) 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mr. T. N. Shetty, Managing Director (DIN:00587108). The other members of the Committee are Mr. F. S. Broacha (DIN: 00198990), Mr. L. Rajagopalan (DIN: 00063935) and Mrs. K. J. Udeshi (DIN: 01344073), Independent Directors. Mr. Ganesh Chaturvedi, CFO is a permanent invitee to the Committee. Your Company also has in place a CSR policy and the same is available on your Company''s website viz. http://www.haldynglass.com/direct/csr-policy.pdf. The Committee recommends to the Board activities proposed to be undertaken during the year.

The Company acknowledges and recognizes the concept of Corporate Social Responsibility ("CSR"), which leads to triple (bottom line) benefits by way of (i) profits, (ii) protection of environment and (iii) fight for social justice/quick development of the country. The Company is, however, facing difficulties in identifying well-organized non-governmental organizations in remote and rural area which can assess and identify the real needs of the community and work along with companies as implementation agencies to ensure successful implementation of CSR activities. During the year the Company has contributed a sum of (i) Rs.3,25,000/- to support infrastructure of school for smart touch board, cupboards, display board AC Sound System, chairs and tables (ii) Rs.2,08,000/- were paid towards distribution of 40 Quintal Toor Dal in flood affected areas of Banaskatha District of Gujarat.and (iii) Rs.4,00,000/- to Sri Krishna Sevashrama, Udipi for Charitable Hospital to create facilities for the health of needy people and (iv) Rs.7.50 Lakhs contributed to Hospital Guide Foundation (HGF) to provide timely information, advice and guidance free of charge to patients and their relatives to get specialised doctors. (v) Rs.19 lakhs contributed to "Asmita Social Cultural and Educational Trust" to create facilities for promoting education.

The Report on CSR activities is attached as Annexure II forming part of this Report

19) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no reportable material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

20) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE

During the year under review, no material orders were passed by the Regulators / Courts / Tribunals, impacting the Company''s going concern status and future operations. However, during inspection, the Office of the Regional Director, North-Western Region, Ahmadabad, Ministry of Corporate Affairs, has observed violation of certain provisions of the Companies Act, 2013 and the company initiated compounding applications with Regional Director, NCLT. Majority of the violations observed under certain provisions were compounded.

21) DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company has no subsidiary as at the end of the financial year ended March 31, 2018.

The Company has entered into a Joint Venture Agreement ("the JV Agreement") with HEINZ GLAS International GmbH & Co. kGaA ("Heinz"), for manufacture and marketing of clear glass containers for the cosmetics and perfumery industries in India and abroad. Details of the same are as follows :

Sr.

No.

Name and Address of the Company

CIN / GLN

Holding/

Subsidiary/

Associate

% of equity shares held

Applicable

Section

Haldyn Heinz Fine Glass Private Limited B-1202, Lotus Corporate Park,

Off Western Express Highway,

Goregaon (East), Mumbai - 400 063

U26960MH2015PTC261972

Associate

50%

2 (6) of the Companies Act, 2013

Pursuant to the provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s associates in Form AOC-1 is attached to the financial statements of the Company as Annexure-IV to this Report.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of associate, is available on the website of the Company.

Joint Venture :

With an object of value creation in long run, the Company continues its objective of diversification and expansion within its core area of glass manufacturing. Said joint venture with HEINZ- GLAS, Germany, to manufacture cosmetic glass, is a step in that direction. This new joint venture is being executed through "Haldyn-Heinz Fine Glass Pvt. Ltd." where in both J.V. partners have invested equally and have a 50:50 equity participation.

The Board of Directors is pleased to inform that the joint venture company has been able to stabilise production and achieve European standards export quality in the initial period of operation. With an object to serve international customers better, it has additionally commissioned its decoration plant in March 2018. These facilities are being further strengthened / during current year.

22) CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 and Ind AS 110 - consolidated financial statement read with Ind AS 28 Investment in Associate and Ind AS 31 - Interest in Joint Venture. The Audited Consolidated financial statement is provided in this report.

23) REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Your Company has framed a Remuneration Policy which lays down a framework in relation to the Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down the criteria for selection and appointment of Independent Directors. The details of the policy are explained in the Corporate Governance Report.

I. The information required under Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below:-

Name/Designation	Date of Joining	Age Years	Experience (in Years)	Remuneration Per Annum (Rs. Lakhs)	Ratio of Remuneration of each Director/ KMP to median Remuneration of employees	Percentage increase in Remuneration	Particulars of previous Employment
Mr. N. D. Shetty Executive Chairman (DIN: 00025868)	Apr. 25, 1991	78	54	128.37	48.38	3.19	N.A.
Mr. T. N. Shetty Managing Director (DIN: 00587108)	Aug. 01, 2009	44	21	126.05	47.50	2.86	N.A.
Mr. Ganesh P. Chaturvedi Sr. VP Finance & Chief Financial Officer	Nov. 13, 2013	60	30	35.59	13.41	4.13	Asst. Vice President -Finance, SAH Petroleums Limited
Mr. A. A. Lambay Company Secretary & Compliance Officer	Feb. 2, 2008	70	14	9.31	3.43	5.56	Company Secretary, S.K.S. Logistics Limited

Notes

a) Remuneration of the Executive Chairman and the Managing Director includes Salary, House Rent Allowance / Rent free furnished accommodation, Commission, Reimbursement of Medical Expenses, Leave Travel Assistance and other perquisites evaluated as per the Income-tax Rules, 1962, excluding Company''s Contribution to Provident Fund.

b) There are 367 permanent employees on the rolls of Company.

c) Appointment of the Executive Chairman and the Managing Director is on contractual basis. Other terms and conditions are as per the agreement between the incumbents and the Company.

d) Mr. N. D. Shetty and Mr. T. N. Shetty are related to each other and to Mr. R. Y. Ajila, non-Executive Director.

II. The information required under Section 197 read with Rule 5 (2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 is given below:-

Name/Designation

Remuneration Received during the Year

Nature of Employment whether Contractual or otherwise E= Employee C= Contract

Qualifications and experience of the employee

Date of commencement of employment

Age of such employee

Last employment held by such employee before joining the company

Percentage of equity shares held by the employee in the company

Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager

Mr. N. D. Shetty

Executive Chairman (DIN: 00025868)

Rs. 1,28,37,338

Intermediate 54 Years

Apr 25, 1991

N.A.

Yes

Mr. T. N. Shetty

Managing Director (Din: 00587108)

Rs.1,26,04,856

B.com, MBA 21 Years

Aug. 01, 2009

N.A.

Yes

Name/Designation	Remuneration Received during the Year	Nature of Employment whether Contractual or otherwise E= Employee C= Contract	Qualifications and experience of the employee	Date of commencement of employment	Age of such employee	Last employment held by such employee before joining the company	Percentage of equity shares held by the employee in the company	Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager
Mr. Asit Chawla Chief Operations Officer	Rs.1,10,50,943	E	B.E. (Mech.)	Feb. 02, 2017	55	Middle East Glass, Egypt	N.A.	N.A.
Mr. Ganesh P. Chaturvedi, Sr. V.P.-Finance & Chief Financial Officer	Rs.35,59,216	E	M.Com, FCA, 30 years	Nov. 13, 2013	60	SAH Petroleum Limited	N.A.	N.A.
Mr. Narendra A. Shetty VP - Supply Chain Commercial	Rs.35,00,383	E	B.E, MBA 27 years	Aug. 04, 2014	49	Asahi Glass (I) Ltd.	N.A.	N.A.
Mr. Deepak Garg VP - Operations	Rs.35,88,953	E	D.M.E.DM. M, 28 Years	Mar. 01, 2016	49	Frigo glass -Nigeria	N.A.	N.A.
Mr. Narayan Chodhari Sr. Manager Sales and Marketing	Rs.5,54,385	E	B.com, MBA 7 years Sr. Manager, Sales/ Marketing	Nov. 08, 2017	33	Sunrise Glass Industries Pvt. Ltd.	N.A.	N.A.
Mr. Stephen Noronha GM - International Marketing	Rs.14,96,900	E	B.Com 39 Years	Oct. 01, 2015	51	HNG Glass India Ltd.	N.A.	N.A.
Mr. Bharatam Umamahesh DGM-Glass	Rs.13,41,321	E	Dip in Glass & Ceramics AMIE (Glass) 30 Years	Aug. 01, 2015	52	Mohan Breweries and Distilleries Ltd.- Glass division	N.A.	N.A.
D.Uma Maheshwara Rao DGM - Production	Rs.13,70,457	E	DME 26 Years	Apr. 09, 2015	52	Sunrise Glass Industries Pvt. Ltd.	N.A.	N.A.

24) VIGIL MECHANISIM

In pursuance of the provisions of section 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism policy is available on the website of the Company at http://www.haldynglass.com/direct/vigil-mech.pdf

25) RISK MANAGEMENT POLICY

The Company has framed Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach to identifying, evaluating and resolving risks associated with its business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues.

Under the current challenging and competitive environment, the strategy for mitigating inherent risk in accomplishing the growth plan of the Company is imperative. The common risks interalia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is furnished in the Annexure-I forming part of this Report.

27) DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures, if any;

ii) Appropriate Accounting Policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the Profit for the Year ended 31st march, 2018, have been made;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) The Annual Accounts have been prepared on a going concern basis;

v) The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, prevention & detection of frauds / errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and internal Financial Controls, are adequate and were operating effectively;

vi) Proper systems are in place to ensure compliance with the provisions of all laws applicable to the Company and that such systems are adequate and operating effectively.

28) RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were at an arm''s length basis and in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013, Rules made thereunder and the LODR.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval so granted, are subsequently audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Particulars of contracts / arrangement with related parties entered into under section 188(1) are available in AOC 2 as Annexure-V to this report.

The details of transactions with Related Parties are given in the notes to the Financial Statements in accordance with the Accounting Standards.

The Company has not given any loan to its Associate Company and hence disclosure under Part A of Schedule V read with regulation 34 (3) and 53 (f) of LODR is not required.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at http://www. haldynglass.com/direct/related-party.pdf.com

29) AUDITORS

a) Statutory Auditors

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no statutory requirement for ratification of appointment of Auditors, who were already appointed in the Annual General Meeting, held on September 29, 2015.

However, at the 24th Annual General Meeting held on September 29, 2015, the members had approved the appointment of M/s. Mukund M. Chitale & Co., Chartered Accountants, (Firm Registration No. 106655W), to hold office from the conclusion of the 24th Annual General meeting until the conclusion of the 29th Annual General Meeting of the Company to be held in the year 2020, (subject to ratification of their appointment by the Members at every Annual General Meeting held after the 24th Annual General Meeting) on such remuneration plus applicable service tax (Presently Goods and Service Tax), and reimbursement of travelling and out of pocket expenses incurred for the purpose of audit as may be mutually agreed between the Board of Directors and the Auditors.

Hence the Board proposed to pass suitable resolution for ratification of appointment of statutory Auditors.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company had appointed M/s. SPANJ & ASSOCITES, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is part of this report.

The Secretarial report does not contain any qualifications, reservation or adverse remark.

30) AUDITORS'' REPORT

The specific notes forming part of the accounts referred to in the Auditors Report are self-explanatory and give complete information without any qualifications or adverse remarks. Hence no comment is required.

31) EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9, as required under section 92 of the Companies Act, 2013, is annexed as Annexure - III and forms an integral part of this Report.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a ''Respect for Gender'' Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The Company has not received any written complaint on sexual harassment during the financial year.

33) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

34) ACKNOWLEDGEMENTS

Your Directors thank all the State and Central Governments, banks, vendors, customers and shareholders for their confidence and support extended during the year and look forward to their continued support in the future. Your Directors also place on record their appreciation of the contribution made by the Company''s employees at all levels.

For and on behalf of the Board

N. D. shetty

Place : Mumbai Executive Chairman

Dated : August 10, 2018 (Din: 00025868)

Mar 31, 2016

DIRECTORSâ REPORT

Dear Shareholders,

The Directors have pleasure in presenting the Twenty-fifth Annual Report on the business and operations together with the Audited Financial Statements of the Company for the year ended on March 31, 2016.

1] FINANCIAL RESULTS

[ Rs. In Lakhs]

Particulars	Standalone		Consolidated ^*
	For the year ended March 31, 2016	For the year ended March 31,2015	For the year ended March 31, 2016
Total Income	14,396.70	15,910.10	14,399.44
Earnings before interest, depreciation and tax	1,997.20	2,983.70	1,997.37
Interest and Finance Charges	125.26	35.23	125.82
Depreciation	789.34	546.62	789.34
Profit before Taxation	1,082.60	2,401.85	1,082.21
Provision for Current Tax	230.00	720.00	230.00
Provision for Deferred Tax	245.20	78.20	245.20
Wealth Tax	-	1.00	-
MAT Credit	(59.00)	-	(59.00)
Profit after tax	666.40	1,602.65	666.01
Surplus brought forward from previous year	6,215.82	6,139.95	6,215.83
Adjustments relating to Fixed Assets		[541.58]
Profit available for appropriation Total	6882.22	7,201.02	6881.82
Appropriations:
General Reserve	200.00	500.00	200.00
Proposed Dividend on Equity Shares	268.76	403.14	268.76
Tax on Proposed Dividend	54.71	82.06	54.71
Surplus carried forward to next Year	6358.75	6215.82	6358.35
Total	6882.22	7,201.02	6881.82

* This being the first year of consolidation, previous yearâs figures are not applicable.

2] PERFORMANCE

Your Company has achieved Turnover of Rs. 14,065.21 lakhs against Rs.15,554.77 lakhs last year. Earnings before Interest, Depreciation and Tax for the year are at Rs.1,997.20 lakhs as compared to Rs.2,983.70 lakhs achieved in 2014-15. The Profit after Tax for the year is Rs.666.40 lakhs vis-a-vis Rs.1,602.65 lakhs last year.

*EPS for 2015-16 is Rs.1.24 as against Rs.2.98 earned last year.

3] DIVIDEND

The Board of Directors of your Company is pleased to recommend a dividend of Rs.0.50 per Equity Share of Rs.1 each, for the approval of the shareholders at the ensuing Annual General Meeting. The total payout on account of dividend will be Rs.323.47 lakhs inclusive of tax thereon of Rs.54.71 lakhs.

4] TRANSFER TO RESERVE

For the year under review, an amount of Rs.200.00 lakhs is proposed to be transferred to General Reserve and an amount of Rs.6358.75 lakhs is proposed to be retained in the Profit and Loss Account.

5] SHARE CAPITAL / ESOP

The paid up Equity Share Capital as on March 31, 2016 was Rs.537.52 Lakhs. The Company had approved a Resolution at the Fifteenth Annual General Meeting held on August 26, 2006 for Employee Stock Options Plan [ESOP] to the Directors / employees under the SEBI [Employee Stock Option Scheme and Employee Stock Purchase Scheme] Guidelines, 1999, with a view to attract, retain, motivate and reward the employees. However, no Stock Options have been offered or issued as on date.

The Company has not issued and allotted any securities during the year ended March 31, 2016.

6] FINANCE

Cash and cash equivalent as at March 31, 2016 was Rs.434.80 lakhs against Rs.2,929.81 lakhs last year. The entire capital expenditure on relining of one of its furnaces with enhanced capacity - completed during the year, was funded through internal means only. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

7] DEPOSITS

During the year under review the Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies [Acceptance of Deposits] Rules, 2014.

8] PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investment have been disclosed in the financial statements.

9] MANAGEMENT DISCUSSION AND ANALYSIS:

A) This section shall include discussion on the following matters within the limits set by the listed entityâs competitive position:

a] Industry Structure & Developments:

The company manufactures empty glass containers used by liquor, food and beverage, pharma & cosmetic industries. Though liquor forms the biggest customer segment, yet, considering surplus capacity created by some of the existing manufacturers, the Company has recently diversified in to production of wide mouth / open jars (through press and blow process) and has reviewed efforts to increase export of its products. Ongoing studies have established that non glass food / drug containers are known to have ill effects on human health. National Green Tribunal - keeping environmental issues in to mind, wants curbs imposed on plastic packaging.

b] Opportunities & Threats

Due to easing foreign direct investment policies of India, global business community is bullish on India as an investment destination and is exploring the business relationship with Indian manufacturers. Make in India initiatives along with easing Government policies, may be seen as a turning point in the collective sentiment of a large number of business leaders in India. A recent survey has found next three years to be âpromisingâ from economic growth prospective which would result in significant business transformation. India, being a large untapped market along with young population turning consumers, good monsoon expected to double farmer incomes coupled with MGNREGA / 7th pay commission money coming in to system, would spur consumption demand and would be a force multiplier for the economy. These developments would provide enhanced opportunities to the company. The findings reveal an optimistic side of India Inc which has been reeling under pressure.

c] Segment-wise or Product-wise Performance

d) Outlook

The Company has successfully completed up gradation of one of itâs furnaces with enhanced capacity. During the process other ancillary facilities too were up graded with latest technologies. The entire capital expenditure was funded through Companyâs internal resources. The Company has recently received ISO 22000 certificate for supplying food grade bottles. This will help the Company to strengthen quality parameters so as to become most preferred supplier to the customers. Considering emerging opportunities, your Company is cautiously optimistic for coming years.

e) Risks and Concerns

To counter the surplus capacity available, your Company has commenced efforts to increase export of its products and thus faces the risk of forex volatility to that extent. In addition, gas prices being linked to US dollar, the Company is also subject to the risk of resultant forex fluctuations. Other than these, the Company has limited exposure to foreign exchange risks as it mainly operates in domestic market. Apart from normal business risks, the volatility in global economies / BREXIT after effects can impact on developing and emerging economies -like India.

However, the Company is confident to counter such risks by process improvements, judicious product mix and exploring alternative supply sources. The Company complies with safety norms and has adequate insurance coverage for all its assets.

f) Internal Control_Systems and their adequacy

The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are regularly tested and certified by Statutory Auditors as well as Internal Auditors and cover the Plant, Corporate office and key areas of business. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Companyâs internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companyâs risk management policies and system.

g) Discussion on Financial Performance with respect to operational performance

Closure of one of our furnaces during the year for relining and expansion and resultant lower sales during the year, higher depreciation due to capital expenditure and increased finance cost due to working capital utilization contributed to lower profits. The lower demand has also affected the overall profitability.

In spite of capital expenditure during the year, the Company, barring a small vehicle loan remains a debt free company.

h) Material Developments in Human Resources / Industrial Relations front, including number of employee employed

Our relations with the employees are cordial. Your director would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the Company, without whose whole hearted efforts, the overall satisfactory performance of the Company would not have been possible.

B. DISCLOSURE OF ACCOUNTING TREATMENT:

The Company prepares its financial statements in compliance with the prescribed Accounting Standard and hence no further disclosure is required to be made in terms of Part B of Schedule V read with regulations 34 (3) and 53 (f)of LODR.

10] DIRECTORS & KEY MANAGERIAL PERSONNEL

a) Directors

In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the Companyâs Articles of Association, Mr. R.Y. Ajila [DIN: 01549005], retires by rotation and, being eligible, has offered himself for reappointment.

b) Key Managerial Personnel

The following employees were designated as whole - time key managerial personnel by the Board of Directors during the year under review:

I. Mr. T.N. Shetty, Managing Director

II. Mr. G.P. Chaturvedi, Vice President Finance and Chief Financial Officer

III. Mr. A.A.Lambay, Company Secretary

11] MEETINGS

During the year under review, 5 (five) Board Meetings and 4 (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 and the LODR.

12] DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 as well as LODR.

13] BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 read with the Rules framed there under and Regulation 17 of the LODR, the Board had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees. The Board of Directors expressed their satisfaction with the evaluation process.

14] CORPORATE GOVERNANCE

15] AUDIT COMMITTEE

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boardâs Report.

16] NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the LODR. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boardâs Report.

17] CORPORATE SOCIAL RESPONSIBILITY (CSR) - INITIATIVES

In terms of the provisions of Section 135 of the Act read with Companies [Corporate Social Responsibility Policy [Rules] 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility [âCSRâ] Committee which is chaired by Mr. T. N. Shetty (DIN:00587108). The other members of the Committee are Mr. F. S. Broacha (DIN: 00198990), Mr. L. Rajgopalan (DIN: 00063935) and Mrs. K. J. Udeshi (DIN: 01344073), Independent Directors. Mr. Ganesh Chaturvedi, CFO is a permanent invitee to the Committee. Your Company also has in place a CSR Policy and the same is available on your Companyâs website viz. http://www.haldynglass.com/direct/csr-policy. pdf. The Committee recommends to the Board activities proposed to be undertaken during the year.

The Company acknowledges and recognizes the concept of Corporate Social Responsibility (âCSRâ), which leads to triple (bottom line) benefits by way of (i) profits, (ii) protection of environment and (iii) fight for social justice / quick development of the country. The Company is, however, facing difficulties in identifying well-organized nongovernmental organizations in remote and rural area which can assess and identify the real needs of the community and work along with companies as implementation agencies to ensure successful implementation of CSR activities. The draft rules for CSR activities had left many matters unanswered while CSR Rules released recently have answered many questions. The time taken for release of Rules is justified by the clarity which the norms have brought out in comparison to the draft rules. The Company is looking forward to creating an impact with its CSR contribution that is quantifiable, measurable and objective. The Company has identified several projects relating to Education, Social Empowerment & Welfare, Infrastructure Development, Sustainable Livelihood, Health Care and Education during the year and initiated various activities in neighbouring villages, and around plant location. The work on several initiatives has been discussed; however, the same has not materialized during the previous year due to unanswered matters in the CSR Rules and the Company was not able to spend any amount as CSR expenditure.

Recently, pending identification of suitable projects, the Company has contributed a sum of '' 25 lakhs to the Prime Ministerâs Relief Fund which is permissible under the said Rules.

The Annual Report on CSR activities is attached as Annexure II forming part of this Report.

18] MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

19] DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS OPERATIONS IN FUTURE

During the year under review, no material orders were passed by the Regulators / Courts / Tribunals, impacting the Companyâs going concern status and future operations. However it may be noted that Office of the Regional Director North-Western Region Ahmadabad, Ministry of Corporate Affairs initiated inspection vide their letter Ref: RD/ NWR/206(5)/insp/9/2015-16/4232 dated January 21, 2016. Till date the company has replied all the letters received from Regional Director, Ahmadabad.

20] DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company had no subsidiary as at the end of the financial year ended March 31, 2016. However it may be noted that on June 23, 2015 your Company entered into a Joint Venture Agreement [âthe JV Agreementâ] with Heinz Glas International GmbH [âHeinzâ], for manufacture and marketing of clear glass containers for the cosmetics and perfumery industries, in India and abroad. Details of the same are produced hereunder

Sr.	Name and Address	CIN/GLN	Holding/ Subsidiary/	% of shares	Applicable Section
No.	of the Company		Associate	held
1	Haldyn Heinz Fine Glass Private Limited B-1202, Lotus Corporate Park, Off Western Express Highway, Goregaon [East], Mumbai - 400 063.	U26960MH2015PTC261972	Associate	50%	2 (6) of the Companies Act, 2013

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Companyâs associates in Form AOC-1 is attached to the financial statements of the Company as Annexure- IV to this Report

Joint Venture:-

The Company continues its objective of diversification and expansion within itâs core competence area of glass manufacturing. It has entered into a joint venture with âHeinz Glasâ from Germany to manufacture cosmetic glass. This new joint venture is being executed through a new company called âHaldyn-Heinz Fine Glass Pvt. Ltd.â where both Haldyn and Heinz, have invested equally and have a 50 : 50 equity share holding structure.

The joint venture company will manufacture glass flacons for the perfume and cosmetics industry with technical support from Heinz. A large portion of the products will cater to the export market. Commercial production is expected to commence by the fourth quarter of the current financial year.

21] REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required under Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below:-

Name/ Designation	Date of Joining	Age Years	Experience [in Years]	Remuneration ['' Lakhs]	Ratio of Remuneration of each Director to median Remuneration of employees	Percentage increase in Remuneration	Particulars of previous Employment
Mr. N.D.Shetty Executive Chairman [Din: 00025868]	April 25, 1991	76	52	123.87	69.53	-14.80	N.A.
Mr. T.N. Shetty Managing Director [Din: 00587108]	August 01, 2009	42	19	122.97	55.62	-1.21	N.A
Mr. G. P. Chaturvedi V.P.-Finance & Chief Financial Officer	November 13, 2013	58	28	28.16	22.94	4.41	Asst. Vice President - Finance, SAH Petroleums Limited
Mr. A. A. Lambay Company Secretary	February 2, 2008	68	12	8.38	4.86	0.31	Company Secretary, S.K.S. Logistics Limited

Notes

1. Remuneration includes Salary, House Rent Allowance / Rent free furnished accommodation, Commission, Reimbursement of Medical Expenses, Leave Travel Assistance and other perquisites evaluated as per the Income-tax Rules, 1962, excluding Companyâs Contribution to Provident Fund.

2. Appointment is on contractual basis. Other terms and conditions are as per the agreement between the incumbent and the Company.

3. Mr. N. D. Shetty and Mr. T. N. Shetty are related to each other and to Mr. R. Y. Ajila.

22] VIGIL MECHANISIM

In pursuance of the provisions of section 177 [9] & [10] of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil mechanism policy is available on the website of the Company at http://www.haldynglass.com/direct/vigil-mech.pdf

23] RISK MANAGEMENT POLICY

The Company has framed Risk Management Policy. The Main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach to identifying, evaluating and resolving risks associated with its business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues.

Under the current challenging and competitive environment, the strategy for mitigating inherent risk in accomplishing the growth plan of the Company is imperative. The common risk interalia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134[3] [m] of the Companies Act, 2013 read with Rule 8 of the Companies [Accounts] Rules, 2014, is furnished in the Annexure-I forming part of this Report.

25] DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 [5] of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures.

ii) Appropriate Accounting Policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the Profit and Loss Account for the Financial Year 2015-16 have been made.

iv) The Annual Accounts have been prepared on a going concern basis.

v) The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, prevention & detection of frauds / errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information internal Financial Controls, are adequate and were operating effectively;

vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

26] RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made there under and the LODR are not attracted.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Particulars of contracts / arrangement with related parties entered into under section 188[1] were available in AOC 2 as Annexure-V to this report.

The details of transactions with Related Parties are given in the notes to the Financial Statements in accordance with the Accounting Standards.

The Company has not given any loan to its Associate Company and hence disclosure under Part A of Schedule V read with regulation 34 (3) and 53 (f)of LODR is not required.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at http://www. haldynglass.com/direct/related-party.pdf.com

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

27] AUDITORS

a) Statutory Auditors

At the 24^th Annual General Meeting held on September 29, 2015, the members had approved the appointment of M/s. Mukund M. Chitale & Co., Chartered Accountants, [Firm Registration No. 106655W], to hold office from the conclusion of the 24^th Annual General meeting until the conclusion of the 29^th Annual General Meeting of the Company to be held in the year 2020, [subject to ratification of their appointment by the Members at every Annual General Meeting held after the 24^th Annual General Meeting] on such remuneration plus applicable service tax, and reimbursement of travelling and out of pocket expenses incurred for the purpose of audit as may be mutually agreed between the Board of Directors and the Auditors.

In accordance with Section 139 of the Act, Members are requested to ratify the appointment of the Auditors for the balance term to hold office from the conclusion of the 25^th Annual General Meeting till the conclusion of the 29^th Annual General Meeting.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their report.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies [Appointment and Remuneration of Managerial Personnel] Rules 2014, the Company had appointed M/s. SPANJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is part of this report.

The report does not contain any qualifications, reservation or adverse remark.

28] AUDITORSâ REPORT

The specific notes forming part of the accounts referred to in the Auditors Report are self explanatory and give complete information and without any qualifications or adverse remarks. Hence no comment is required.

29] EXTRACT OF ANNUAL RETURN

30] DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a âRespect for Genderâ Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Work place [Prevention, Prohibition and Redressal] Act, 2013 and the Rules framed there under.

The Company has not received any written complaint on sexual harassment during the financial year.

31] REPORTING OF FRAUDS:

32] ACKNOWLEDGEMENTS

Your Directors thank all the shareholders, customers, vendors, banks and the State and Central Governments for the support extended during the year and look forward to their continued support in the future. Your Directors also place on record their appreciation of the contribution made by the Companyâs employees at all levels.

For and on behalf of the Board

N. D. Shetty

Executive Chairman

[DIN: 00025868]

Place: Mumbai

Dated August 25, 2016

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Twenty-third Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended on March 31,2014.

[Rs. Lakhs]

For the year ended march 31 Particulars 2014 2013

Total Income 16,419.23 15,356.34

Earnings before interest, depreciation and tax 3,581.74 4,231.09

Interest and Finance Charges 65.70 167.30

707.30 866.05 Depreciation

Profit before taxation 2,808.74 3,197.74

Provision for Current Tax 900.00 1200.00

66.54 [208.23] Provision for Deferred Tax 1.25 1.13 Wealth Tax

Profit after tax 1,840.95 2,204.84

Surplus brought forward from previous year 5,270.65 4,537.46

Profit available for appropriation

Total 7,111.60 6,742.30

Appropriations:

General Reserve 500.00 1,000.00

Proposed Dividend on Equity Shares 403.14 403.14

Tax on Proposed Dividend 68.51 68.51

Surplus carried forward to next Year 6,139.95 5270.65

Total 7,111.60 6,742.30

Year in retrospect

Your Company has achieved Net Sales of Rs. 16,133.60 lakhs against Rs. 15,254.76 lakhs last year. Earnings before Interest, Depreciation and Tax for the year are at Rs. 3,581.74 lakhs as compared to Rs. 4,231.09 lakhs achieved in 2012-13. The Profit after Tax for the year is Rs. 1,840.95 lakhs vis-a-vis Rs. 2,204.84 lakhs last year.

EPS for 2013-14 is 3.42 as against Rs. 4.10 earned last year

II DIVIDEND

The Board of Directors of your Company is pleased to recommend a dividend of Rs. 0.75 [75%] per Equity Share of Rs. 1 each, for the approval of the shareholders at the ensuing Annual General Meeting. The total payout on account of dividend will be Rs. 471.65 lakhs inclusive of tax thereon of Rs. 68.51 lakhs. The dividend will be tax free in the hands of the shareholders.

iii APPROPRIATIONS

For the year under review, an amount of Rs. 500.00 lakhs is proposed to be transferred to General Reserve and an amount of Rs. 6,139.95 lakhs is proposed to be retained in the Profit and Loss Account.

IV MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to clause 49 [VI] of the Listing Agreement with the BSE Limited, Management Discussion and Analysis Report is given below and a Report on Corporate Governance is annexed to this Report. A declaration in regard to compliance with the Code of Conduct by the Directors and Senior Management Personnel signed by the Managing Director forms part of the Annual Report.

A Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance is also annexed.

MACRO ECONOMY - A PERSPECTIVE

The Indian economy is currently facing several headwinds that have resulted in lower economic growth. The country''s economy expanded at the rate of 4.7% in 2013-14. The economy has been hurt by policy delays, high inflation and general global slowdown. The country has had two consecutive years of below 5% growth and has therefore been the worst performing Asian country for some years. However, the general slowdown in India is mirroring the trends of other emerging economies facing similar macro economic challenges.

On a more positive note, the recent Parliamentary elections have resulted in a clear majority in the lower house for the pre poll alliance for the first time in last 30 years. There is hope this time that a stable and decisive Government can re-engineer India''s growth story going ahead through spearheading structural reforms, reviving the manufacturing sector, improving investor sentiment and manufacturing index thereby improving economic growth.

OVERVIEW :-

New sectors like soft drink, food & beverages, pharmaceuticals and cosmetics industry are opening up as packaging options for the container glass industry. However, the industry still faces several sectoral pressures brought about by the increase in input costs, subdued demand coupled with large capacity creation by some of the existing and new multi-national entrants. The continued practice of recycling used bottles by liquor and beverage industry is a cause for concern to the glass container manufacturers. Moreover, offtake of many large customers has also not shown any significant improvement over the last year.

OUTLOOK :-

To address some of these challenges the Company has embarked on several initiatives that include strategic cost management and investments in upgradation of its equipment. The Company has enhanced its efforts to further strengthen quality standards and improved warehousing capabilities.

The Company has also initiated discussions with technology leaders to help further improve technology and knowhow. Thus, despite some of these issues the Company is hopeful of withstanding all the existing challenges.

CERTIFICATIONS

Your Company is re-accredited for Quality management System ISo 9001: 2008 certification and for environment management System ISo 14001: 2004 certification.

RISKS AND CONCERNS

Gas prices being linked to the US Dollar and therefore the industry faces the risk of forex volatility to that extent. Other than this, the company has limited exposure to foreign exchange risks as it operates mainly in the domestic market. The recent government notification to increase gas prices to $8.4mmbtu too will have it''s own impact on the entire industry, when implemented. Apart from normal business risks, the volatility in global economies can have an impact on developing and emerging economies like India. To counter these risks, continuous process improvement and cost reduction through re-engineering of product / production process have been adopted across all the activities of the organisation. Your Company complies with safety norms and has adequate insurance coverage for all assets.

CORPORATE sOCIAL RESPONSIBILITY (Csr)

Your Company continues to be actively associated with several programmes under CSR. Contributions in the areas of educational assistance to the Centre for Performing Arts, promotional supports and waste water management are a few significant areas of participation including donation to registered trusts - engaged in activities of social benefits.

In addition to the above the Company also co-sponsored supported activities carried out by Gavasad Gram Panchayat.

A CSR Committee has already been constituted under the provisions of Section 135 of the Companies Act, 2013. The CSR Committee will formulate and recommend to the Board a CSR Policy revolving around activities specified in Schedule VII of the said Act, as also recommend the amount of expenditure and monitoring of the same.

SEGMENT-WISE / PRODUCT-WISE PERFORMANCE

Your Company''s business activity falls within a single primary business segment viz. bottles / containers. As such there are no separate reportable segments as per Accounting Standard-17 issued by the Institute of Chartered Accountants of India.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are regularly tested and certified by Statutory Auditors as well as Internal Auditors and cover the Plant, Corporate office and key areas of business. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company''s risk management policies and system.

Human Resources and Industrial Relations

Employees being a key factor in achieving targeted performance, your Company encourages its employees to foster an attitude of continuous learning and facilitates by conducting periodical training programmes. Industrial relations continued to remain cordial during the year.

CAUTIONARY STATEMENT

Certain statements in the Directors'' Report describing the Company''s operations, objectives, projections and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions, Government policies and other incidental factors and developments.

v PARTICULARS OF EMPLOYEES

The information required under Section 217[2A] of the Companies Act, 1956 read with the Companies [Particulars of Employees] Rules 1975, as amended, is given below:-

Notes:

1. Remuneration includes Salary, House Rent Allowance/Rent free furnished accommodation, Commission, Reimbursement of Medical Expenses, Leave Travel Assistance and other perquisites evaluated as per the Income-tax Rules, 1962, excluding Company''s Contribution to Provident Fund.

2. Appointment is on contractual basis. Other terms and conditions are as per the agreement between the incumbent and the Company.

3. Mr. N. D. Shetty and Mr. T. N. Shetty are related to each other and to Ms. V. R. Ajila and Mr. R. Y Ajila, Directors of the Company.

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

In accordance with the provisions of 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, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is furnished in the Annexure forming part of this Report.

vii DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217[2AA] of the Companies Act, 1956, the Directors confirm that:-

[1] In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanatory notes relating to material departures;

[2] Appropriate accounting policies have been selected and applied consistently and judgements and estimates made 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 year;

[3] Proper and sufficient care has been taken for maintaining 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;

[4] The annual accounts have been prepared on a going concern basis.

viii DIRECTORATE

In accordance with the provisions of the Section 152 Companies Act, 2013 and the Company''s Articles of Association, Mrs. V R. Ajila and Mr. Rolf E v.Bueren, retire by rotation and, being eligible, offer themselves for re-election.

Mr. L. Rajagopalan, an Alternate Director to Mr. Rolf E.von Bueren, resigned as an Alternate Director on August 08, 2014 and was appointed as an Additional Director by the Board of Directors in its Meeting held on August 08, 2014. Mr. Rajagopalan''s term of office expires at the forthcoming Annual General Meeting of the Company. It is now proposed to appoint him as an Independent Director of the Company, not liable to retire by rotation under section 149 of the Companies Act, 2013.

Pursuant to section 149 of the Companies Act, 2013 ("the Act") which came in to effect from April 01,2014, every listed public company is required to have at least one-third of the total number of directors as independent Directors who are not liable to retire by rotation.

The Board considers that the continual association of Mr. F. S. Broacha, Mrs. K. J. Udeshi, Mr. Sikandar Talwar and Mr. L. Rajagopalan would be of immense benefit to the Company and it is desirable to continue to avail their services as Independent Directors. Accordingly, in compliance with the provisions of section 149 read with Schedule IV of the Act, the Board recommends the appointment of these Directors as Independent Directors for the approval by the shareholders.

ix AUDITORS

The Auditors of the Company, M/s Mukund M. Chitale & Co. (Firm Registration No. 106655W), Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed.

x ACKNOWLEDGEMENTS

Your Directors thank all the shareholders, customers, vendors, banks and the State and Central Governments for the support extended during the year and look forward to their continued support in the future. Your Directors also place on record their appreciation of the contribution made by the Company''s employees at all levels.

For and on behalf of the Board

Place : Mumbai N. D. Shetty

Dated : August 08, 2014 Executive Chairman

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the twenty-second Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended on March 31, 2013.

The recession in the market, growing competition from within the industry and alternate packaging material, the performance of the Company vis-a-vis the fnancial results of the Company achieved in the year 2012-13 are certainly commendable and speak volumes of the hard work, dedication and commitment of all involved in the management of the Company.

I. FINANCIAL RESULTS

[Rs. Lakhs]

for the year ended march 31 Particulars 2013 2012

total Income 15356.34 17745.54

earnings before interest, depreciation and tax 4231.09 4568.92

Interest and Finance Charges 167.30 363.39

Depreciation 866.05 822.69

Profit before taxation 3197.74 3382.84

Provision for Current Tax 1200.00 1008.50

Provision for Deferred Tax [208.23] [53.42]

Income Tax of Earlier year - 1.22

Wealth Tax 1.13 0.98

Profit after tax 2204.84 2425.56

Surplus brought forward from previous year 4537.46 3580.44

Proft available for appropriation total 6742.30 6006.00

appropriations:

General Reserve 1000.00 1000.00

Proposed Dividend on Equity Shares 403.14 403.14

Tax on Proposed Dividend 68.51 65.40

Surplus carried forward to next Year 5270.65 4537.46

total 6742.30 6006.00

YEAR IN RETROSPECT

Year 2012-13 was a critical year for the industry in general and also for your Company. HGL has achieved Net Sales of Rs. 15254.76 lakhs against Rs. 17451.42 lakhs last year. Despite challenges, the Company has managed to maintain margins and Earnings before Interest, Depreciation and Tax for the year at Rs. 4231.09 lakhs as compared to Rs. 4568.92 lakhs achieved in 2011-12. The Proft after Ta x for the year is Rs. 2204.84 lakhs vis-Ã -vis Rs. 2425.56 lakhs last year.

EPS for 2012-13 is Rs. 4.10 compared to Rs. 4.51 earned last year

II DIVIDEND

The Board of Directors of your Company is pleased to recommend a dividend of Re. 0.75 [75 %] per Equity Share of Re. 1 each, same as last year, subject to the approval of the shareholders at the ensuing Annual General Meeting. The total payout on account of dividend will be Rs. 471.65 lakhs inclusive of tax thereon of Rs. 68.51 lakhs. The dividend will be tax free in the hands of the shareholders.

III APPROPRIATIONS

For the year under review, an amount of Rs. 1000.00 lakhs is proposed to be transferred to General Reserve and an amount of Rs. 5270.65 lakhs is proposed to be retained in the Proft and Loss Account.

IV MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to clause 49 [VI] of the Listing Agreement with the BSE Limited, Management Discussion and Analysis Report is given below and a Report on Corporate Governance is annexed to this Report. A declaration in regard to compliance with the Code of Conduct by the Directors and Senior Management Personnel signed by the Managing Director forms part of the Annual Report.

A Certifcate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance is also annexed.

Macro Economy - A Perspective

Indian Industry is beset with innumerable challenges and the growth potential is seriously hampered due to the continued economic and political uncertainty prevailing in the country.

The fourth quarter earnings from sectors such as capital goods, infrastructure and PSU Banks have not been as expected. Indeed it has been rather continuing to be disappointing so far. The Telecom and IT sectors are the only sectors that have done reasonably well.

The widening Current Account Defcit and a depreciating dollar continues to be a major worry for the policy makers as it dampens the growth trajectory. Due to lack of political will on the part of the Government and consensus among various parties, the disinvestment plans have not met with any success. Many investments into several sectors are all on hold. In the immediate future, the revival of demand seems to be bleak. However, RBI has built hopes of one more interest rate cut in its policy which is expected to give some momentum to the economy in the near term.

The manufacturing index currently indicates GDP growth hovers around 5% for the fscal year.

Overview

The Global economy though has shown signs of slow improvement; it is still short of expectation. The business environment remains diffcult and a challenging one. The economy has been depressed by fscal consolidation which has squeezed domestic demand and weakened exports. The business confdence index has dropped signifcantly as many of the initiatives and policy changes announced by the Government are still to take off. This has prompted many industries to put investments on hold.

The glass industry, in India, as a whole is currently reeling under tremendous pressure mainly due to subdued demand coupled with enormous capacity creation by some of the existing manufacturers as well as new entrants. Further, the continued practice of recycling used bottles in large volume by the liquor and beverage industry is a cause of concern to the glass container manufacturers which has a depressing effect on demand for new bottles. The off take of many large customers has also not shown any signifcant improvement over the last year.

Though glass is the best mode of packaging, of late Pet, Aluminium Cans and Tetra packs have started becoming acceptable to the users resulting in the glass container manufacturers having to struggle with lower margins due to suboptimal utilisation of capacity.

Outlook

Despite all the odds the glass industry is subject to, your Company is very much hopeful of facing the challenges ahead. Quality Standards have been enhanced during the year and further plans are afoot to still signifcantly enhance them and improve service level to become the most preferred supplier to our customers. The Company has put major thrust on Strategic Cost Management and adequate investment into latest technologies and processes which would help the Company to sustain and grow its business. To further strengthen core competency and gain an edge required to enter niche markets, your Company has initiated dialogue with globally reputed glass manufacturers for collaboration and technology transfer.

Your Company has also undertaken several measures for enhanced value addition. In this regard, our printing and decorating plant has started making signifcant contribution. It has also helped the Company to diversify its product portfolios.

Certifications

Your Company is re-accredited for Quality management System ISo 9001: 2008 certification and for environment management System ISo 14001: 2004 certification.

Risks And Concerns

Your Company operates mainly in the domestic market and has limited exposure to foreign exchange risks. Apart from normal business risks, there exist risks and concerns of volatility in global economies and its likely impact on developing and emerging economies like India. Continuous process improvement and cost reduction through re-engineering of production process to counter these risks have been adopted across all the activities of the organisation. Your Company complies with safety norms and has adequate insurance coverage for all assets.

Corporate Social Responsibility [CSR]

Your Company continues to be actively associated with several programmes under CSR. Contributions in the areas of educational assistance, promotional supports and waste water management are a few signifcant areas of participation including donation of Rs. 17 lakhs towards building fund to ''Dr. Babasaheb Ambedkar Vaidyakiya Pratishthan'', The Pratishthan''s pioneering efforts in health care is towards benefting needy persons. In addition to the above the Company also co-sponsored ''Pune Festival 2012'', to encourage various cultural developmental activities.

Segment-Wise / Product-Wise Performance

Your Company''s business activity falls within a single primary business segment viz. bottles / containers. As such there are no separate reportable segments as per Accounting Standard Â 17 [AS -17] issued by the Institute of Chartered Accountants of India.

Internal control Systems and their adequacy

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are regularly tested and certifed by Statutory Auditors as well as Internal Auditors and cover the Plant, Administrative offce and key areas of business. Signifcant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company''s risk management policies and system.

Human Resources And Industrial Relations

Employees being a key factor in achieving target performance, your Company encourages its employees to foster an attitude of continuous learning and facilitates by conducting periodical training programmes. Industrial relations continued to remain cordial during the year.

Cautionary Statement

Certain statements in the Directors'' Report describing the Company''s operations, objectives, projections and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions, Government policies and other incidental factors and developments.

V PARTICULARS OF EMPLOYEES

The information required under Section 217[2A] of the Companies Act, 1956 read with the Companies [Particulars of Employees] Rules 1975, as amended, is given below:-

Notes:

1. Remuneration includes Salary, House Rent Allowance / Rent free furnished Accommodation, Performance Award and Commission, Reimbursement of Medical Expenses, Leave Travel Assistance, Company''s Contribution to Provident Fund and other perquisites evaluated as per the Income-tax Rules, 1962.

2. Appointment is on contractual basis. Other terms and conditions are as per the agreement between the incumbent and the Company.

3. Mr. N. D. Shetty and Mr. T. N. Shetty are related to each other and also related to Ms. V. R. Ajila and Mr. R. Y. Ajila, Directors of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EAR

In accordance with the provisions of 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, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is furnished in the Annexure forming part of this Report.

VII DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217[2AA] of the Companies Act, 1956, the Directors confrm that:- [1] In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanatory notes relating to material departures; [2] Appropriate accounting policies have been selected and applied consistently and judgements and estimates made 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 fnancial year and of the Proft of the Company for that year;

[3] Proper and suffcient care has been taken for maintaining 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;

[4] The annual accounts have been prepared on a going concern basis.

VIII DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Rolf E.v. Bueren and Mrs. V. R. Ajila, retire by rotation and, being eligible, offer themselves for re-election.

Mr. Rohan Y. Ajila had resigned as an Alternate Director to Mrs. V. R. Ajila with effect from May 29, 2013. However, at the Board Meeting held on May 30, 2013, Mr. Rohan Y. Ajila was appointed as an Additional Director of the Company pursuant to Section 260 of the Companies Act, 1956 and he holds offce upto the date of the ensuing Annual General Meeting of the Company. Your Directors, seek your approval, to appoint Mr. Rohan Y. Ajila as a Director at the ensuing Annual General Meeting of the Company. In this connection, a notice in writing has been received from a member under Section 257 of the Act, signifying his intention to propose Mr. Rohan Y. Ajila for the offce of Director.

Ix AUDITORS

The Auditors of the Company, M/s Mukund M. Chitale & Co., Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting and have confrmed their eligibility and willingness to accept the offce, if reappointed.

X APPOINTMENT OF COST AUDITOR

The Central Government has approved the appointment of M/s. Rajesh Shah & Associates, Cost Auditor, for conducting cost audit for the year ended March 31, 2013.

The due date for fling the Cost Audit Report with the Ministry of Corporate Affairs for the year ended March 31, 2012 was February 28, 2013 and the Cost Audit Report was fled by the Cost Auditor on December 29, 2012. The due date for fling the Cost Audit Report for the year ended March 31, 2013 is September 30, 2013. The Board has approved M/s. Y. R. Doshi and Associates as Cost Auditors for the year ending March 31, 2014 in place of M/s. Rajesh Shah & Associates and the application for approval is being made to the Central Government for their approval.

XI ACKNOWLEDGEMENTS

Your Directors thank all the Shareholders, Customers, Vendors, Banks and the State and Central Governments for the support extended during the year and look forward to their continued support in the future. Your Directors also place on record their appreciation of the contribution made by the Company''s employees at all levels.

For and on behalf of the Board

Place : mumbai N. D. Shetty

Dated: may 30, 2013 Executive Chairman

Mar 31, 2012

The Directors have pleasure in presenting the twenty-first annual report on the business and operations together with the audited Statement of Accounts of the Company for the year ended on March 31, 2012.

I. FINANCIAL RESULTS

[RS Lakhs]

Particulars [for the year ended march 31] 2012 2011

Total Income 17693.30 15277.08

Earnings before interest, depreciation and tax 4567.07 3419.65

Interest and Finance Charges 363.39 465.27

Depreciation 822.69 986.20

Profit before taxation 3380.99 1968.18

Provision for Current Tax 1008.50 434.00

Provision for Deferred Tax [53.42] [51.90]

Wealth Tax 0.98 0.91

Profit after tax 2424.93 1585.17

Prior Period adjustments 0.63 Ã

Surplus brought forward from previous year 3580.44 2326.97

Profit available for appropriation

Total 6006.00 3912.14

Appropriations:

General Reserve 1000.00 175.00

Proposed Dividend on Equity Shares 403.14 134.38

Tax on Proposed Dividend 65.40 22.32

Surplus carried forward to next Year 4537.46 3580.44

Total 6006.00 3912.14

CHANGE OF NAME OF THE COMPANY

The name of the Company was changed to Haldyn Glass Limited from Haldyn Glass Gujarat Limited effective November 02, 2011.

YEAR IN RETROSPECT

During the financial year 2011-12, the Company has scaled new heights in terms of sales, profits, networth and Assets. Net sales increased by 14.34% to Rs.17399.18 lakhs as against Rs. 15216.75 lakhs in the previous year. Earnings before Interest, Depreciation and Tax for the year was Rs. 4567.07 lakhs compared to 3419.65 lakhs in the previous year. The Profit after tax for the year increased by 52.98% to Rs. 2424.93 lakhs as compared to Rs. 1585.17 lakhs in the previous year. The EPS improved to Rs. 4.51 compared to Rs. 2.95 in the previous year [Face Value being Rs. 1].

II DIVIDEND

The Board of Directors of your Company are pleased to recommend a dividend of Re 0.75 [75 %] per Equity Share of Rs. 1 each [Previous year: Rs. 0.25 [25%] per Equity Share of Rs. 1 each] subject to the approval of the shareholders at the ensuing General Meeting. The total payout on account of dividend will be Rs. 468.54 lakhs inclusive of tax thereon of Rs. 65.40 lakhs. The dividend will be tax free in the hands of the shareholders.

III APPROPRIATIONS

For the year under review, an amount of Rs. 1000 lakhs is proposed to be transferred to General Reserve and an amount of Rs. 4537.46 lakhs is proposed to be retained in the Statement of Profit & Loss.

VI CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO

In accordance with the provisions of 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, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is furnished in the Annexure forming part of this Report.

VII DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217[2AA] of the Companies Act, 1956, the Directors confirm that:- [1] In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanatory notes relating to material departures; [2] Appropriate accounting policies have been selected and applied consistently and judgements and estimates made 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 year;

[3] Proper and sufficient care has been taken for maintaining 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;

[4] The annual accounts have been prepared on a going concern basis.

VIII DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. F. S. Broacha and Mr. Sikandar Talwar, retire by rotation and, being eligible, offer themselves for re-election.

It is proposed to re-appoint Mr. N. D. Shetty as Executive Chairman and Mr. T. N. Shetty as Managing Director of the Company for a period of 5 years with effect from 16th August, 2012, on the terms and conditions and remuneration payable to them as per the Resolutions / Explanatory Statement incorporated in the Notice of the Annual General Meeting.

IX AUDITORS' REMARKS

Referring to the Auditors' remark at Clause No. XXI in the annexure to their Report, the same has been clarified in the Notes forming part of the Accounts at Note No. 38 [c] which is self explanatory and needs no further comment.

X AUDITORS

The Auditors of the Company, M/s Chaturvedi Sohan & Co., Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed.

A Special Notice under Section 225 of the Companies Act, 1956, for appointment of M/s. Mukund M. Chitale & Co., Chartered Accountants, as new Auditors, in place of the retiring Auditors, has been received from a member.

XI APPOINTMENT OF COST AUDITOR

The Ministry of Corporate Affairs [MCA], Cost Audit Branch, has passed an Order on June 30, 2011 directing all companies to which the Companies [Cost Accounting Records] Rules, 2011 apply, to get their cost accounting records for products covered under specified chapters of the Central Excise Tariff Act, 1985 audited by a Cost Auditor. The Order also covered the products manufactured by the Company. Accordingly, the Company had made an application to the Central Government [MCA] for appointment of M/s. Rajesh Shah & Associates as the Cost Auditor of the Company for the year ended March 31, 2012. The Board has reappointed M/s. Rajesh Shah and Associates as Cost Auditors for the year ending March 31, 2013 and the application for approval is being made to the Central Government for their approval.

XII SPECIAL BUSINESS

As regards the items of the Notice of the Annual General Meeting relating to the Special Business, Resolutions incorporated in the Notice and the Explanatory Statement fully indicate the reasons for seeking the approval of the members to those proposals. Members attention is drawn to the same.

XIII ACKNOWLEDGEMENTS

Your Directors thank all the Shareholders, Customers, Vendors, Banks and the State and Central Governments for the support extended during the year and look forward to their continued support in the future. Your Directors also place on record their appreciation of the contribution made by the Company's employees at all levels.

For and on behalf of the Board

Place : Mumbai N. D. Shetty

Dated: August 28, 2012 Executive Chairman

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the Twentieth Annual Report on the business and operations together with the audited Statements of Account of the Company for the year ended on March 31, 2011.

I. FINANCIAL RESULTS [Rs. Lakhs]

[For the year ended March 31]

Particulars 2011 2010

Total Income 15631.60 13181.68

Earnings before interest, depreciation and tax 3419.65 3056.80

Interest and Finance Charges 465.27 594.53

Depreciation 986.20 775.87

Profit before Taxation 1968.18 1686.40

Provision for Current Tax 434.91 287.71

Provision for Deferred Tax [51.90] 297.76

Profit after Tax 1585.17 1100.93

Surplus brought forward from previous year 2326.97 1507.74

Profit available for appropriation Total 3912.14 2608.67

APPROPRIATIONS:

General Reserve 175.00 125.00

Proposed Dividend on Equity Shares 134.38 134.38

Tax on Proposed Dividend 22.32 22.32

Surplus carried forward to next Year 3580.44 2326.97

Total 3912.14 2608.67

YEAR INRETROSPECT

Your Company registered moderate growth of 18.59 % in total Income compared to that of the previous year. The Sales / Income from operations [net] increased to Rs. 15570.16 Lakhs compared to Rs. 13132.48 Lakhs in the previous year registering growth of 18.56 %. Earnings before Interest, Depreciation and Tax for the year was Rs. 3419.65 Lakhs as against Rs. 3056.80 Lakhs in the previous year. The Profit after Tax increased by 43.98% to Rs. 1585.17 Lakhs as compared to Rs. 1100.93 Lakhs in the previous year. The EPS [Earning per Share] improved to Rs. 2.95 on Equity Share of Rs. 1 as compared to Rs. 2.05 in the previous year.

II DIVIDEND

The Board of Directors of your Company are pleased to recommend a dividend of Rs. 0.25 [25%] per equity Share of Rs. 1 each [Previous year the dividend was Rs. 0.25 [25%] per equity share of Rs. 1 each]. The total payout on account of dividend will be Rs. 156.70 Lakhs inclusive of tax thereon of Rs. 22.32 Lakhs. The dividend will be tax free in the hands of the shareholders.

III APPROPRIATIONS

For the year under review, the Board of Directors of your Company has proposed transfer of Rs. 175.00 Lakhs to General Reserve and an amount of Rs. 3580.44 Lakhs is proposed to be retained in the Profit & Loss Account.

IV MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to clause 49 [VI] of the Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis Report is given below and a Report on Corporate Governance is annexed to this Report. A declaration in regard to compliance with the Code of Conduct by the Directors and Senior Management personnel signed by the Managing Director forms part of the Annual Report.

A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is also annexed.

MICRO ECONOMIC - INDUSTRY STRUCTURE AND DEVELOPMENTS

Monetary Policy Statement for 2011-12 issued by Reserve Bank of India indicates that on the global front, recovery is expected to sustain in 2011 even as it is projected to moderate marginally from its 2010 pace due to the phasing out of the fiscal stimulus and high oil and other commodity prices. The Indian economy is estimated to have grown by 8.6 per cent in the last year. Agricultural growth was above trend, following a good monsoon. The index of industrial production (IIP), which grew by 10.7 per cent during the first half of last year, moderated subsequently, bringing down the overall growth for April - February 2010-11 to 7.8 per cent. Going forward, RBI's baseline projection of real GDP growth for 2011-12 is around 8 per cent.

OVERVIEW

Indian glass packaging industry is poised to grow at 12 - 15% compounded annual growth rate [CAGR]. It is buoyant due to the growth shown by its user industries especially the liquor sector, which is projected to sustain 12% CAGR on account of changing lifestyles and rise in disposable incomes. 65% of the Indian demand for glass bottles arises from Southern & Western Indian regions. The Indian Pharmaceutical domestic market is currently growing at CAGR of 12 - 15%. The retail food sector in India is expected to double by 2025 on account of a growing health consciousness resulting in the increased use of glass packaging. In India, 10-12% of all food and beverages are packed in glass containers as against 40-50% in developed economics. Beverages and processed food industries are expected to have 14-15% CAGR. The demand for Glass Containers is expected to increase driven by growing consumer awareness about health and hygiene and eco friendly products.

OUTLOOK

Your Company continues to make investments in advanced technology to improve efficiencies and product quality. Your Company is also planning to set-up Bottle Printing and Decorating facilities to provide Value Addition to the Customers, particularly in Beverages and processed food processing segment. The Order Book position is satisfactory. The Outlook for current year as well as for the next year appears to be optimistic.

CERTIFICATIONS

Your Company is re-accredited for Quality Management System ISO 9001: 2008 certification and for Environment Management System ISO 14001: 2004 certification.

RISKS AND CONCERNS

Your Company operates mainly in the domestic market and has limited exposure to foreign exchange risks. Apart from normal business risks, there exist major risks and concerns of volatility in global economies, slowdown in Indian economy and increase in costs of inputs as applicable to the Industry. Continuous process improvement and cost reduction through re-engineering of production process, to counter these risks, have been adopted across all the activities of the organisation. Your Company complies with safety norms and has adequate insurance coverage for all assets.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

Your Company has actively participated in CSR activities. The areas that your Company contributes include disaster response and management, educational assistance, promotion of sports and waste water management in the villages around the factory premises.

SEGMENT - WISE/ PRODUCT - WISE PERFORMANCE

Your Company's business activity falls within a single primary business segment viz. bottles / containers. As such there are no separate reportable segments as per Accounting StandardÃ17 [ASÃ17] issued by the Institute of Chartered Accountants of India.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are regularly tested and certified by Statutory as well as Internal Auditors and cover the Plant and Administrative office and key areas of business. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company's risk management policies and system.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company believes that employees are the main force in driving performance and developing competitive advantage. Your Company encourages the employees to foster an attitude of continuous learning and facilitates by conducting periodical training programmes. The industrial relations continued to remain cordial during the year.

The Shareholders had, in 2006, approved Employees Stock Option Plan [ESOP] for the directors / employees. However, no Stock Options have been issued or offered as on date.

CAUTIONARY STATEMENT

Certain statements in the Directors' Report describing the Company's operations, objectives, projections and expectations may constitute Ãforward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions, Government policies and other incidental factors and developments.

V PARTICULARS OF EMPLOYEES

The information required under Section 217[2A] of the Companies Act, 1956 read with the Companies [Particulars of Employees] Rules 1975, as amended, is given below:-

Name/Designation Date of Joining Age Experience Remunerat [in years] ion [Rs.Lakhs]

Mr.N. D. Shetty, April 25, 1991 71 47 Years 132.53 Chairman & Years Managing Director

Mr. T. N. Shetty August 1, 2009 37 14 Years 81.56 Executive Years Director

Name/Designation Particulars of previous Employment

Mr.N. D. Shetty, Director, Haldyn Glass Chairman & Limited Managing Director

Mr. T. N. Shetty Executive Director Executive Haldyn Glass Gujarat Director Limited

Notes:

1. Remuneration includes Salary, House Rent Allowance / Rent free Accommodation, Performance Award and Commission, Reimbursement of Medical Expenses, Leave Travel Assistance, Company's Contribution to Provident Fund and other perquisites evaluated as per the Income-tax Rules, 1962.

2. Appointment is on contractual basis. Other terms and conditions are as per the Company's Rules.

3. Mr. N. D. Shetty and Mr. T. N. Shetty are related to each other and also related to Mrs. V. R. Ajila, and Mr. R. Y. Ajila, Directors of the Company

VI CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGNE X CHANGE EARNING AND OUTGO

In accordance with the provisions of 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, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is furnished in the Annexure forming part of this Report.

VII DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217[2AA] of the Companies Act, 1956, the Directors confirm that:-

[1] In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanatory notes relating to material departures;

[2] Appropriate accounting policies have been selected and applied consistently and judgements and estimates made 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 year;

[3] Proper and sufficient care has been taken for maintaining 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;

[4] The annual accounts have been prepared on a going concern basis.

VIII DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mrs. K. J. Udeshi, Mrs. V. R. Ajila retire by rotation and being eligible, offer themselves for re-election.

Mr. G. C. Murmu and Mr. K. George Joseph, both Senior IAS Officers, ceased to be Nominee Directors of the Company consequent upon withdrawal of their nomination by Gujarat Industrial Investment Corporation Ltd with effect from May 06, 2011.The Directors wish to place on record their sincere appreciation of the valuable advice and guidance given by them during their long tenure on the Board.

The Board of Directors at its Meeting held on May 25, 2011, decided to re-designate Mr. N.D. Shetty as the Executive Chairman [instead of Chairman and Managing Director] and Mr. T.N. Shetty as the Managing Director [instead of Executive Director] with effect from June 1, 2011 with no other changes in the terms and conditions of their appointment.

IX CHANGE OF NAME OF THE COMPANY

It is proposed to change the name of the Company from "Haldyn Glass Gujarat Limited" to "Haldyn Glass Limited" or such other name as may be approved by the Registrar of Companies, Gujarat.

X AUDITORS

The Auditors of the Company, M/s Chaturvedi Sohan & Co., Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed.

XI ACKNOWLEDGEMEMTS

Your Directors thank all the Shareholders, Customers, Vendors, Banks and the State and Central Governments for the support extended by them and also look forward to their continued support in the future. Your Directors also place on record their appreciation of the contribution made by the Company's employees at all levels.

For and on behalf of the Board of Directors

N.D. Shetty Chairman & Managing Director

Place : Mumbai Dated : May 25, 2011

Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended on March 31, 2010.

I. FINANCIALRESULTS

[Rs. in Lacs]

[For the year ended March 31]

Particulars 2010 2009

Total Income 13181.68 10441.32

Earnings before interest, depreciation a

nd tax 3056.80 2150.21

Interest and Finance Charges 594.53 583.90

Depreciation 775.87 697.28

Profit before Taxation 1686.40 869.03

Provision for Current Tax including

Fringe Benefit Tax 287.71 118.79

Provision for Deferred Tax 297.76 66.06

Profit after Tax 1100.93 684.18

Surplus brought forward from previous year 1507.74 1011.75

Profit available for appropriation 2608.67 1695.93

APPROPRIATIONS :

General Reserve 125.00 75.00

Proposed Dividend on Equity Shares 134.38 96.75

Tax on Proposed Dividend 22.32 16.44

Surplus carried forward to next Year 2326.97 1507.74

Total 2608.67 1695.93

YEAR IN RETROSPECT

The Company successfully achieved production stability for all the new machines on the new Furnace with increased capacity. Sales / Income from operations [net] increased to Rs. 13132.48 lacs as compared to Rs.10295.79 lacs in the previous year registering a growth of 27.55%. Earnings before Interest, Depreciation and Tax for the year were 23.19% of total Income as compared to 20.59% for the previous year. The improvement was mainly on account of higher Sales and benefit of better scale of operations. The Profit after Tax increased by 60.91% to Rs.1100.93 lacs as compared to Rs. 684.18 lacs in the previous year. The EPS [Earning per Share] improved to Rs. 2.05 on Equity Share of Rs. 1 each in the year 2009 -10 as compared to Rs.12.73 on Equity Share of Rs.10 each in the previous year.

II DIVIDEND

In view of the cash Accruals and considering the need to plough back to support higher sales, the Board of Directors of your Company are pleased to recommend a dividend of Rs. 0.25 [25%] per equity Share of Rs. 1.00 each. [Previous year the dividend was Rs. 1.80 [18%] per equity share of Rs. 10 each]. The total payout on account of dividend will be Rs. 156.70 lacs inclusive of tax thereon of Rs. 22.32 lacs. The dividend will be tax free in the hands of the shareholders.

III APPROPRIATIONS

For the year under review, the Board of Directors of your Company has proposed transfer of Rs. 125.00 lacs to General Reserve and an amount of Rs. 2326.97 is proposed to be retained in the Profit & Loss Account.

V PARTICULARS OF EMPLOYEES

The information required under Section 217[2A] of the Companies Act, 1956 read with the Companies [Particulars of Employees] Rules 1975, as amended, is given below :

Name / Designation Date of Joining Age Experience

[in years]

Mr. N.D. Shetty April 25, 1991 70 46

Chairman & Years Years

Managing Director

Mr. T. N. Shetty August 1, 2009 36 13

Executive Director Years Years

Particulars of Name / Designation Remuneration previous [Rs. Lacs] Employment

Mr. N.D. Shetty 69.91 Director, Haldyn

Chairman & Glass Limited

Managing Director

Nr. T.N. Shetty 29.38 Executive Director,

Executive Director Haldyn Glass Gujarat Limited

Notes:

1. Remuneration includes Salary, HRA, Commission, Reimbursement of Medical Expenses, Companys Contribution to Provident Fund and other perquisites evaluated as per the Income-tax Rules, 1962.

2. Appointment is on contractual basis. Other terms and conditions are as per the Companys Rules.

3. Mr. N.D. Shetty and Mr. T.N. Shetty are related to each other and also related to Mrs. V.R.Ajila, and Mr. Rohan Y. Ajila, Directors of the Company.

VI CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO

In accordance with the provisions of 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, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is furnished in the Annexure forming part of this Report.

VII DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217[2AA] of the Companies Act, 1956, the Directors confirm that:- [1] In the preparation of the annual accounts, the applicable accounting standards have been followed with explanatory notes relating to material departures;

[2] Appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 Account of the Company for that year;

[3] Proper and sufficient care has been taken for maintaining 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;

[4] The annual accounts have been prepared on a going concern basis.

VIII DIRECTORATE

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. F.S. Broacha and Mr. Rolf E. von Bueren retire by rotation and being eligible, offer themselves for reappointment.

IX AUDITORS

The Auditors of the Company, Chaturvedi Sohan & Co., Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if reappointed.

X ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders Ã shareholders, banks, dealers, vendors and other business partners for the excellent support received from them during the year. Your Directors recognise and appreciate the efforts and hard work of all employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Place: Mumbai N.D. Shetty

Date : May 28, 2010 Chairman & Managing Director

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