Directors Report of AGI Greenpac Ltd.

Mar 31, 2025

Your Directors are pleased to present the sixty-fifth Annual Report and the Company''s audited financial statements for
the financial year ended 31 March 2025.

Financial Results

The Company''s financial performance for the year ended 31 March 2025 is summarized below

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25 2023-24*
Revenue from Operations	2,528.82	2,417.60	2,528.82 -
Add: Other Income	74.79	27.44	74.79 -
Total Income	2,603.61	2,445.04	2,603.61 -
Profit before tax	426.83	339.92	426.81 -
Less: Tax expenses	104.40	88.59	104.40 -
Profit after tax (i)	322.43	251.33	322.41 -
Other Comprehensive Income (net of tax)	0.48	10.95	0.48 -
Total comprehensive income for the year	321.95	240.38	321.93 -
Add: Balance brought forward (ii)	1,148.38	929.40	1,148.38 -
Amount available for appropriation (i ii)	1,470.81	1,180.73	1,470.79 -
Appropriations:
Dividend paid on equity shares	(38.82)	(32.35)	(38.82) -
Balance carried forward	1,431.99	1,148.38	1,431.97 -

*During FY 2023-24, the Company did not have any subsidiary, joint venture, or associate company, therefore, the consolidated figures for FY
2023-24 have been left blank.

Operational Review

Your Company reported a strong performance during
FY 2024-25 across its key business divisions. Your Company
ended the year with standalone revenue from operations
of H 2,528.82 crore over previous year corresponding
figure of H 2,417.60 crore registering a growth of 4.6%. This
resulted in profit before tax of H 426.83 crore in FY 2024-25
against H 339.92 crore in FY 2023-24, registering a growth
of around 25.56%.

Performance and Outlook

AGI Glaspac

Â» Announced an investment of H 700 crore to set-up a
new greenfield glass container manufacturing plant
in Madhya Pradesh, increasing overall capacity by
approximately 25%.

Â» Established a new subsidiary, Sun Reach Pack (FZE),
in the UAE to enhance international engagement and
promote exports.

Â» Recognized for excellence across various domains:
Sustainability:

Â» Bronze Winner at the 2024 International Green Apple
Environment Awards for sustainable packaging.

Â» Named "Fastest Decarbonizing Packaging Products
Company of the Year 2024" at the Suryacon Hyderabad-
Telangana and AP Annual Solar Awards.

Technology/Innovation:

Â» Recognized as a "Best Brand 2024" by ET Edge for
pioneering industry standards.

Â» Received the Innovation Excellence Award at the Diageo
Annual Suppliers Conference 2024 for advancing
packaging innovations.

Â» Honored with the "Innovative Application of AI" award
at the 7^th Edition Technology Excellence Awards 2025
by Quantic Business Media Private Limited.

CSR:

Â» Best CSR Project award at the National CSR Impact
Awards 2024.

AGI Clozure

Â» Launched three new specialty closure variants: Sunshine
Series, Oak Series, and Alex Cap-On-Cap closures.

Â» Utilized world-class anti-counterfeiting solutions such
as UTC laser marking and multicolour digital printing for
product authenticity and traceability.

AGI Plastek

Â» Started manufacturing specialized bottles for leading
beverage companies and sustainable packaging
solutions like the 5-litre RPET jar for the food industry.

Â» Increased the supply of PET bottles with a high
percentage of recycled material to meet the growing
demand for environmentally conscious packaging.

Launched ''Tattva,'' its corporate venture capital (CVC) arm,
marking a strategic investment in fostering innovation
within the packaging industry and related sectors.

Key Business Developments during the
year under review

(i) The Company had submitted a Resolution Plan ("the
Plan") for the acquisition of 100% stake in Hindusthan
National Glass & Industries Limited (Corporate
Debtors), under the Insolvency and Bankruptcy Code
2016. A Letter of Intent (LOI) dated 28 October 2022
was issued to the Company declaring the Company
as a successful resolution applicant under CIRP with
due authorisation of the Committee of Creditors
of the Corporate Debtor. The Company had given
its acceptance of the LOI and issued underlying
performance bank guarantees as per the requirement
of the LOI. After issuance of aforesaid LOI and some
other regulatory approvals, certain litigations were
initiated by various parties in various forums including
with the Hon''ble Supreme Court of India, pertaining
to the Corporate Insolvency Resolution Process
("CIRP") of Hindusthan National Glass & Industries
Ltd. ("HNGIL").

On 29 January 2025, the Hon''ble Supreme Court
(three-judges'' bench) pronounced its judgment
in a batch of matters titled "Independent Sugar
Corporation Limited v. Girish Sriram Juneja & Anr.",
Civil Appeal No.(s) 6071/2023 and connected matters,
which inter alia pertained to the acquisition of HNGIL
by the Company under the IBC ("Judgment"). In the
aforesaid Judgment, by way of majority opinion,
the Hon''ble Supreme Court had held against the
Company''s resolution plan to acquire HNGIL that had
earlier been approved by the Committee of Creditors
of HNGIL. The aforesaid Judgment does not impact
the existing operations and profitability of the
Company. On 11 February 2025, the Company had
filed a Review Petition before the Hon''ble Supreme
Court against the findings of the Judgment. As on
the date of approval of this Directors'' Report, the
said Review Petition is pending before the Hon''ble
Supreme Court.

(ii) The Board of Directors of the Company on 31 March
2025 has approved to set up a new Container Glass
Plant (Greenfield Project) in Madhya Pradesh. The
Project entails a capital expenditure inter-alia Land
& Building, Plant & Machinery etc. of H 700 crore.
The proposed capacity addition with the new Plant
is 500 TPD. The commencement of commercial
production in the new plant is expected in next
two years.

Change in the Nature of Business

There was no change in the nature of business of your
Company during the year.

Subsidiaries, Joint Ventures and Associate
Companies

During the year under review, the Company incorporated
two wholly-owned subsidiaries: AGI Retail Private Limited
(India) on 27 August 2024 and Sun Reach Pack (FZE)
(Dubai, UAE) on 28 October 2024. Accordingly, as of
31 March 2025, the Company has 2 subsidiaries, including
one foreign subsidiary. The Company had no Joint Venture
or Associate Company during the year under review.

The Board of Directors reviewed the affairs of the
subsidiaries. In accordance with Section 129(3) of the
Companies Act, 2013 ("Act"), the consolidated financial
statements of the Company and all its subsidiaries have
been prepared, which form part of the Annual Report,
(please refer to the consolidated financial statements
section of this Annual Report). Further, a statement
containing the salient features of the financial statements
of the Company''s subsidiaries in the prescribed format
AOC-1 forms part of the consolidated financial statements
and hence not repeated here for the sake of brevity. The
statements provide the details of performance, financial
positions of each of the subsidiaries. In accordance with
Section 136 of the Act, the audited financial statements,
including the consolidated financial statements and
related information of the Company and audited accounts
of each of its subsidiaries are available on Company''s
website www.agigreenpac.com. These documents will
also be available for inspection in the investors'' section of
the Company''s website.

The policy for determining material subsidiaries may
be accessed on the Company''s website at the link:
Material Subsidiary Policy

Dividend

Your Directors have recommended a dividend of
H 7/- (i.e. 350%) per equity share (last year H 6/- (i.e. 300%)
per equity share on each equity share of face value
H 2/- for the financial year ended 31 March 2025, amounting
to H 45.29 crore subject to deduction of income tax at
source, as applicable. The dividend payout is subject
to approval of members at the ensuing Annual General
Meeting of the Company.

The dividend will be paid to those shareholders whose
names appear in the Register of Members/List of Beneficial
Owners (as furnished by National Securities Depository
Limited and Central Depository Services (India) Limited)
as on 22 August 2025.

Transfer to Reserves

The Board proposes not to transfer any amount out of the
profit for the year under review to the general reserve.

Deposits

Your Company has not accepted any deposits within the
meaning of Section 73 of the Act and as such no amount
of principal or interest on public deposits was outstanding
as on the Balance Sheet date.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and Articles
of Association of the Company, Mr. Sandip Somany
(DIN: 00053597), Director of the Company, retires by
rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.

During the year under review, Mr. Vijay Kumar
Bhandari (DIN: 00052716) and Dr. Nand Gopal Khaitan
(DIN: 00020588), completed their second term as
Independent Directors upon conclusion of the Annual
General Meeting held on 18 September 2024 and thus
ceased to be Directors of the Company with effect from
such date.

The Shareholders at their 64^th Annual General meeting
held on 18 September 2024 approved re-appointment
of Mr. Anil Wadhwa (DIN: 08074310), Mr. Rakesh Sarin
(DIN: 02082150) and Ms. Himalyani Gupta

(DIN: 00607140) as Independent Directors of the Company
for a second term of five consecutive years with effect
from 18 March 2025.

The Board, based on the recommendation of the
Nomination and Remuneration Committee, appointed
Dr. Laveesh Bhandari (DIN: 00693884), as an Additional
Director in the category of Independent Director of
the Company, for a term of five (5) consecutive years
w.e.f. 7 November 2024 and Dr. Nand Gopal Khaitan
(DIN: 00020588), as an Additional Director in the category
of Non-Executive Non-Independent Director of the
Company w.e.f. 7 November 2024. The members of the
Company approved such appointment of Dr. Laveesh
Bhandari as an Independent Director and Dr. Nand Gopal
Khaitan as a Non-Executive Non-Independent Director
by passing special resolutions through Postal Ballot on
26 December 2024.

During the year under review, the Board also appointed
Mr. Rajesh Khosla as a Key Managerial Personnel of the
Company w.e.f. 2 May 2024 and designated him as the Chief
Executive Officer of the Company as per the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Accordingly, as on 31 March 2025, there were eight (8)
Directors on the Board of your Company, consisting of
four (4) Independent Directors, three (3) Non-Executive
Directors and One (1) Executive Director as Chairman and
Managing Director (CMD) of the Company.

Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company as on 31 March
2025 were:

(i) Mr. Sandip Somany, Chairman and Managing Director;

(ii) Mr. Rajesh Khosla, Chief Executive Officer;

(iii) Mr. Om Prakash Pandey, Chief Financial Officer; and

(iv) Mr. Ompal, Company Secretary.

Auditors and Auditors'' Reports

Statutory Auditors

At the 62^nd Annual General Meeting (AGM) of the Company
held on 22 September 2022, the members approved
the re-appointment of M/s. Lodha & Co LLP, Chartered
Accountants, as statutory auditors of the Company
having Firm''s Registration No. 301051E/E300284 to hold
the office till conclusion of 67^th AGM of the Company.

The notes on financial statements referred to in the
Auditors'' Report are self-explanatory and therefore do not
require any further comments.

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 the rules made thereunder. The Auditors''
report does not contain any qualifications, reservations or
adverse remarks.

Secretarial Auditor

The Board had appointed M/s. DMK Associates, Company
Secretaries having Firm''s Registration No. P2006DE003100
to conduct a Secretarial Audit of the Company for the
financial year 2024-25, pursuant to the provisions of
Section 204 of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report in Form No. MR-3 for the
financial year 2024-25 is enclosed as Annexure A to this
Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Secretarial
Auditor in their Report.

Further, in terms of the requirement of Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") read with
Section 204 and Rule 9 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board, on recommendation of the Audit Committee, has
approved appointment of M/s. DMK Associates, Company
Secretaries having Firm''s Registration No. P2006DE003100
as the Secretarial Auditor of the Company for a period of
five (5) consecutive years i.e. from FY 2025-26 to FY 2029Â¬
30, subject to the shareholders'' approval at the ensuing
AGM. A detailed proposal for appointment of Secretarial
Auditor forms part of the notice convening the AGM.

Conservation of energy, research and
development, technology absorption,
foreign exchange earnings and outgo

The details pertaining to conservation of energy, research
and development, technology absorption, foreign
exchange earnings and outgo as prescribed under Section
134(3)(m) of the Act read with the Companies (Accounts)
Rules, 2014 are enclosed as Annexure B to this Report.

Share Capital

During the year under review, there was no change in the
equity share capital of the Company. The paid-up Equity
Share Capital as on 31 March 2025 was H 12.94 crore.

Credit Ratings

During the year under review, the credit ratings of the
Company was reviewed by CARE Ratings Limited. A
detailed note on the credit ratings of the Company is
provided in the Corporate Governance Report section of
this Report.

Investor Education and Protection Fund
(IEPF)

Please refer notes on IEPF as mentioned in Notice of
ensuing AGM which forms part of this Annual Report.

Annual Return

In accordance with Section 134(3)(a) of the Act, the
extract of Annual Return as on 31 March 2025, as required
under Section 92(3) of the Act and prepared in prescribed
format (MGT-7), which will be filed with the Registrar of
Companies, is hosted on the Company''s website i.e.
www.agigreenpac.com.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34(2)(e) of
SEBI Listing Regulations, is presented in a separate section
forming part of this Annual Report.

Business Responsibility and Sustainability
Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations read with SEBI''s Master Circular No. SEBI/
HO/CFD/PoD2/CIR/P/0155 dated 11 November 2024,
your Company has provided the prescribed disclosures
in new reporting requirements on Environmental, Social
and Governance ("ESG") parameters called the Business
Responsibility and Sustainability Report ("BRSR") which
includes performance against the nine principles of the
National Guidelines on Responsible Business Conduct
and the report under each principle which is divided into

essential and leadership indicators. Please refer BRSR
which forms part of this Annual Report.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate,
monitor and report trading by designated persons and their
immediate relatives ("Code") as per the requirements under
the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The Code, inter alia,
lays down the procedures to be followed by designated
persons while trading/dealing in Company''s shares and
sharing Unpublished Price Sensitive Information ("UPSI").
The Code covers Company''s obligation to maintain
a structured digital database ("SDD"), mechanism for
prevention of insider trading and handling of UPSI, and
the process to familiarize with the sensitivity of UPSI. To
increase awareness on the prevention of insider trading
in the organisation and to help the Designated Persons
to identify and fulfill their obligations, regular training
has been imparted to all designated persons by the
Company. During the year under review there has been
due compliance with the said code.

Directors'' Responsibility Statement

Your Directors in terms of Section 134(3)(c) of the Act
state that:

a) in the preparation of the annual accounts for the
year ended 31 March 2025, the applicable accounting
standards read with requirements set out under
Schedule III to the Act, had been followed and there
are no material departures from the same;

b) the Directors had selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at 31 March 2025 and of the profit of the
Company for the year ended on that date;

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

d) the Directors had prepared the annual accounts on a
''going concern'' basis;

e) the Directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

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

Corporate Governance

The report on Corporate Governance as stipulated under
SEBI Listing Regulations forms an integral part of this
Report. The requisite certificate from the Secretarial
Auditors of the Company, confirming compliance with
the conditions of corporate governance is attached to the
report on Corporate Governance.

Contracts or Arrangements with Related
Parties

The policy on materiality of related party transactions and
dealing with related party transactions as approved by the
Board may be accessed on the Company''s website at the
link: Related Party Transaction Policy

Your Directors draw attention of the members to Note no.
54 to the standalone financial statements which set out
related party disclosures.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility
Committee ("CSR Committee") in place as per the
provisions of Section 135 of the Act. The CSR Committee
comprising of Mr. Anil Wadhwa as Chairman and Mr. Sandip
Somany, Ms. Sumita Somany and Mr. Rakesh Sarin as other
members of the Committee.

The Company''s Corporate Social Responsibility Policy
(CSR Policy), duly approved by the Board, indicates the
activities to be undertaken by the Company to fulfil the
expectation of our stakeholders and to continuously
improve our social, environmental and economical
performance while ensuring sustainability and operational
success of our Company. The Company would also
undertake other need-based initiatives in compliance with
Schedule VII to the Act.

The guiding principles for all CSR initiatives of the Company
are as follows:

Â» Establishing a guideline for compliance with the
provisions of Regulations to dedicate a percentage of
the Company''s profits for social projects;

Â» Ensuring the implementation of CSR initiatives in
letter and spirit through appropriate procedures and
reporting; and

Â» Creating opportunities for employees to participate in
socially responsible initiatives.

The CSR Policy may be accessed on the Company''s
website at the link: Corporate Social Responsibility Policy

The Annual Report on CSR Activities for the financial year
2024-25 is enclosed as Annexure D to this report.

Number of Board Meetings

During the year under review, six (6) Board Meetings
were convened and held. For further details, please refer
Report on Corporate Governance which is forming part
of this Annual Report. The intervening gap between two
consecutive meetings was not exceeding the period
prescribed under the Act.

Audit Committee

The Audit Committee comprises of four (4) members,
three (3) of them are being Independent Directors and
one (1) is Non-Executive Non-Independent Director.
Mr. Rakesh Sarin (Independent Director) is the Chairman
of the Committee.

For further details, please refer Report on Corporate
Governance which is forming part of this Annual Report.

All the recommendations made by the Audit Committee
were accepted by the Board.

Disclosure Under Secretarial Standards

The Directors state that the Company has complied with
all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India. The details with
respect to the composition, terms of reference, number
of meetings held, etc. of the statutory committees of the
Board of Directors are included in the Report on Corporate
Governance, which is forming part of this Annual Report.

Vigil Mechanism (Whistle Blower) Policy

The Company has in place a Whistle Blower Policy to
establish a vigil mechanism for Directors/Employees and
other stakeholders of the Company to report concerns
affecting the smooth and efficient running of operations
of the Company. This Policy documents the Company''s
commitment to maintain an open work environment in
which employees, consultants and contractors are able
to report instances of unethical or undesirable conduct,
actual, suspected fraud or violation of the Company''s
Code of Conduct.

The Vigil Mechanism (Whistle Blower) Policy is available on
Company''s website at the link: Vigil Mechanism (Whistle
Blower) Policy.

Nomination and Remuneration Policy

The Company has in place a Nomination and
Remuneration Policy for appointment of Directors, Key
Managerial Personnel, Senior Management and fixation
of their remuneration, including criteria for determining
qualifications, positive attributes, independence of
a director and other matters as per the Act and SEBI
Listing Regulations.

The Remuneration Policy is available on Company''s
website at the link: Nomination and Remuneration Policy.

Dividend Distribution Policy

The Company has in place a Dividend Distribution Policy as
per Regulation 43A of SEBI Listing Regulations. The policy
was adopted to set out the parameters that will be taken
into account by the Board in determining the distribution of
dividend to its shareholders and/or retaining profit earned
by the Company. The Policy is hosted on Company''s
website at the link: Dividend Distribution Policy.

Particulars of Loans, Guarantees and
Investments

Particulars of loans, guarantees and investments covered
under Section 186 of the Act forms part of the notes to the
standalone financial statements (Please refer note nos. 7,
8, 13, 17 and 62).

Particulars of Employees

Information required as per Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as Annexure E to this Report.

Disclosures relating to remuneration and other details
as required under Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits
set out in the said rules are available with the Company.
Having regard to the provisions of the first proviso to
Section 136(1) of the Act, the Annual Report excluding
the aforesaid information is being sent to the members
of the Company. Any member interested in obtaining
such information may write to the Company Secretary of
the Company.

Internal Controls

The Company is committed to ensuring an effective internal
control environment that provides, inter alia, an assurance
on the orderly and efficient conduct of operations, security
of assets, prevention and detection of frauds and errors,
accurate and timely completion of accounting records and
timely preparation of reliable financial information. The
Company has an internal control system, commensurate
with the size, scale and complexity of its operations. The
Company uses SAP - a well-accepted Enterprise Resource
Planning (ERP) system to record data for accounting,
consolidation, and management information purposes
and connects to different locations for efficient exchange
of information.

The Audit Committee of the Board of Directors, reviews
the effectiveness of the internal control system across
the Company including annual plan, significant audit

findings, adequacy of internal controls and compliance
with accounting policies and regulations. The Company''s
internal control system is monitored by independent
consultants and supplemented by in-house Internal
Audit division.

Internal Financial Controls

In line with best practices applicable to organizations
of a similar size, nature and complexity, the Company
has adequate Internal Financial Controls System which
ensures that all transactions are authorized, recorded,
and reported correctly in a timely manner. The Company''s
Internal Financial Controls are designed to provide reliable
financial information and to comply with applicable
accounting standards.

Risk Management

The Board of Directors of the Company has constituted
a Risk Management Committee to frame, implement and
monitor the risk management plan for the Company. The
Committee is responsible for monitoring and reviewing
the risk management plan and ensuring its effectiveness.
The Audit Committee has additional oversight in the area
of financial risks and controls. The major risks identified
by the businesses and functions are systematically
addressed through mitigating actions on a continuing
basis. The Company has also adopted a Risk Management
Policy which establishes various levels of accountability
and overview within the Company.

Disclosure under Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has in place a Prevention of Sexual
Harassment Policy in compliance with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
Company always endeavors to create and provide
an environment that is free from discrimination and
harassment including sexual harassment. The Internal
Complaints Committee (ICC) has been constituted to
redress complaints regarding sexual harassment, if any.

The Directors further state that during the year under
review, there were no complaints filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Declaration by Independent Directors

The Company has received necessary declarations from
all the Independent Directors confirming that they meet
the criteria of independence as prescribed under Section
149(6) of the Act and SEBI Listing Regulations. In the opinion
of the Board, they fulfil the conditions of independence as
specified in the Act and SEBI Listing Regulations and are
independent of the management.

The Independent Directors of the Company are persons
of integrity and comprise of appropriate skills/expertise/
competencies (including proficiency) and have rich and
varied experience in diversified domains for effective
functioning of the Board of Directors of the Company.

Board Evaluation

The Board of Directors and Nomination and Remuneration
Committee reviewed the performance of the individual
Directors on the basis of the criteria and framework
adopted by the Board. In addition, the performance of
Board as a whole and committees were evaluated by the
Board after seeking inputs from all the Directors on the
basis of various criteria.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, performance
of Board as a whole and performance of the Chairman was
evaluated, taking into account the views of the Executive
Directors and Non-Executive Directors. The evaluation
process has been explained in the Corporate Governance
Report section of this Annual Report.

Training of Independent Directors

The details of programmes conducted for familiarization
of Independent Directors with the Company, nature of the
industry in which the Company operates, business model
of the Company, recent amendments/notifications etc.
has been uploaded on the Company''s website at the link:
Familiarization of Independent Directors

For further details, please refer Report on Corporate
Governance which is forming part of this Annual Report.

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the
processes, technology controls are being enhanced inÂ¬
line with the threat scenarios. Your Company''s technology
environment is enabled with real time security monitoring
with requisite controls at various layers starting from end
user machines to network, application and the data.

During the year under review, your Company did not
face any incidents or breaches or loss of data breach in
Cyber Security.

General

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

1. Revision of financial statement or the Report.

2. I ssue of equity shares with differential rights as to
dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

4. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations
in future.

5. The Company was not required to maintain
cost records as specified in Section 148(1) of the
Companies Act, 2013.

6. Neither any application was made nor any proceeding
is pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

7. The Company has not defaulted in the repayment
of loans to the Banks or Financial Institutions.
Accordingly, disclosure relating to one-time
settlement with the Banks or Financial Institutions is
not applicable.

8. Details of difference between amount of the Valuation
done at the time of One Time Settlement and the
Valuation done while taking loans from the Banks or
Financial Institution alongwith the reasons thereof.

Acknowledgement

Your Directors would like to express their appreciation for
assistance and co-operation received from the financial
institutions, banks, government authorities, customers,
vendors and members during the year under review. Your
Directors also wish to place on record their deep sense of
appreciation for the committed services by all employees
of the Company.

For and on behalf of the Board of Directors

Place: Gurugram Sandip Somany

Date: 14 May 2025 Chairman and Managing Director

Mar 31, 2024

Your Directors are pleased to present the sixty-fourth Annual Report and the Company''s audited financial statements for the financial year ended 31 March 2024.

Financial Results

The Company''s financial performance, for the year ended 31 March 2024 is summarised below:

('' in lakh)

		2023-24			2022-23
Particulars	Continuing Operations	Discontinued Operations	Total	Continuing Operations	Discontinued Operations	Total
Revenue from Operations	2,42,088	-	2,42,088	2,28,148	56	2,28,204
Add: Other Income	2,416	-	2,416	2,595	-	2,595
Total Income	2,44,504	-	2,44,504	2,30,743	56	2,30,799
Profit before tax	33,992	-	33,992	30,419	-15	30,404
Exceptional item - gain from slump sale	-	-	-	-	1,729	1,729
Less: Tax expenses	8,859	-	8,859	5,540	429	5,969
Profit after tax (i)	25,133	-	25,133	24,879	1,285	26,164
Less: Other Comprehensive Income (net of tax)	1,095	-	1,095	1,323	-	1,323
Total comprehensive income for the year	24,038	-	24,038	23,556	1,285	24,841
Add: Balance brought forward (ii)			92,940			70,011
Amount available for appropriation (i ii)			118,073			96,175
APPROPRIATIONS:
Less: Dividend paid on equity shares			3,235			3,235
Balance carried forward			1,14,838			92,940

(Figures have been rounded off to the nearest H in lakh)

Operational Review

Your Company reported a strong performance during FY 2023-24 across key business divisions. Your Company ended the year with revenue from continuing operations of H 2,42,088 lakh over previous year corresponding figure of H 2,28,148 lakh registering a growth of 6%. This resulted in profit before tax and exceptional item of H 33,992 lakh in FY 2023-24 against H 30,404 lakh from continuing and Discontinued operations in FY 2022-23, representing a growth of around 12%.

Packaging Products Division (PPD)

The revenue from operations for FY 2023-24 was H 2,40,041 lakh as compared to FY 2022-23 revenue from operations of H 2,22,137 lakh. This resulted in EBIT of H 44,656 lakh in FY 2023-24, representing a growth of around 17%. The Company''s consistent performance was driven by a combination of factors. Firstly, meeting the growing demand for both alcoholic and non-alcoholic beverages played a pivotal role. Secondly, significant enhancements in internal efficiencies boosted operational effectiveness. Thirdly, a steadfast commitment to cultivating customer loyalty further solidified the Company''s position in the market. Additionally, prioritising high-value-added products and an emphasise on a premium mix further fortified the Company''s profitability.

AGI Glass: Glass Containers

â¢ Forayed into export markets such as the EU, Canada, and South Africa with niche products

â¢ Awarded Great Place to Work by the Great Place to Work Institute, India 3^rd time in a row

â¢ Total Cost Management Award in the Manufacturing Champion category at the 22^nd CII Cost Congress, acknowledging our strategic approach to driving efficiency and sustainability through cost management. Furthermore, our Bhongir Plant received the ''Energy Efficient Unit'' award from CII at the 24^th National Awards for Excellence in Energy Management 2023

â¢ Recipient of Diageo India''s ''Supplier of the Year'' award for two years in a row

AGI Plastek: PET Bottles and Products

â¢ FSSC 22000 certification (Food safety standards certification) achieved for all three plants

â¢ ISO 9001:2015 (Quality Management System) continued certification for Isnapur and Selaqui plant

â¢ ISO 15378:2017 (Good manufacturing practices standard for primary packaging in pharma applications) certification achieved for Selaqui plant

Security Caps and Closures

â¢ Developed a new laser printing machine for T-Cork locally, and modified the existing laser printing machine to accommodate both Wood and Plastic applications

â¢ Developed indigenous premium products for customers at the plant

â¢ Optimised our testing capabilities with an upgraded in-house facility, installing new machines for Opening Torque, Capping & De-capping, and Air Leakage. This streamlined inspection, maximised resource utilisation, and enhanced measurement precision

Change in the Nature of Business

There was no change in the nature of business of your Company during the year.

Subsidiaries, Joint Ventures and Associate Companies

The Company had no subsidiaries, Joint Ventures and Associates Companies during the year under review.

The policy for determining material subsidiaries may be accessed on the Company''s website at the link: Material Subsidiary Policy

Dividend

Your Directors have recommended a dividend of H 6/-(i.e. 300%) per equity share (last year H 5/- (i.e. 250%) per equity share) on each equity share of H 2/- for the financial year ended 31 March 2024, amounting to H 3,881.84 Lakh subject to deduction of income tax at source, as applicable. The dividend payout is subject to approval of members at the ensuing Annual General Meeting of the Company.

The dividend will be paid to those shareholders whose names appear in the Register of Members/List of Beneficial Owners (as furnished by National Securities Depository Limited and Central Depository Services (India) Limited) as on 11 September 2024.

Transfer to Reserves

The Board proposes not to transfer any amount out of the profit for the year under review to the general reserve.

Deposits

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 ("Act") and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and Articles of Association of the Company, Mrs. Sumita Somany, Director of the Company, retires by rotation at the ensuing

Annual General Meeting and being eligible, offers herself for re-appointment.

During the year under review, Mr. Pulkit Bhasin resigned from the position of Company Secretary & Compliance Officer of the Company, effective 10 November 2023. Mr. Ompal has been appointed as the new Company Secretary and Compliance Officer, designated as the whole-time Key Managerial Personnel of the Company, effective 6 February 2024.

In accordance with the Company''s Nomination & Remuneration Policy and the performance evaluation of the respective Directors, the Board, at its meeting held on 2 May 2024, approved and recommended to the shareholders the re-appointment of the following Independent Directors for their approval by way of a special resolution at the ensuing Annual General Meeting scheduled to be held on 18 September 2024:

(i) Re-appointment of Mr. Anil Wadhwa (DIN: 08074310) as an Independent Director for a second term of five consecutive years with effect from 18 March 2025;

(ii) Re-appointment of Mr. Rakesh Sarin (DIN: 02082150) as an Independent Director for a second term of five consecutive years with effect from 18 March 2025;

(iii) Re-appointment of Ms. Himalyani Gupta (DIN: 00607140) as an Independent Director for a second term of five consecutive years with effect from 18 March 2025.

Mr. Vijay Kumar Bhandari (DIN:00052716) and Mr. Nand Gopal Khaitan (DIN: 00020588) will complete their second term as Independent Directors of the Company at the conclusion of the ensuing Annual General Meeting, thus would cease to be Directors of the Company from the said date.

None of the Directors of the Company have resigned during the year under review.

Auditors and Auditors'' Reports

Statutory Auditors

At the 62^nd Annual General Meeting (AGM) of the Company held on 22 September 2022, the members approved the re-appointment of M/s. Lodha & Co, (now known as M/s. Lodha & CO LLP) Chartered Accountants, as statutory auditors of the Company having Firm''s Registration No. 301051E/E300284 to hold the office till the conclusion of the 67^th Annual General Meeting of the Company.

The Notes on Financial Statements referred to in the Auditors'' report are self-explanatory and therefore do not require any further comments.

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 the rules made thereunder. The Auditors''

report does not contain any qualifications, reservations or adverse remarks.

Secretarial Auditor

The Board had appointed M/s. DMK Associates, Company Secretaries, New Delhi, FRN P2006DE003100 to conduct Secretarial Audit of the Company for the financial year 2023-24, pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form No. MR-3 for the financial year 2023-24 is enclosed as Annexure A to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The details pertaining to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure B to this Report.

Share Capital

During the year under review, there was no change in the equity share capital of the Company. The paid-up Equity Share Capital as on 31 March 2024 was H 1293.99 lakh.

Credit Ratings

During the year under review, the credit ratings of the Company was reviewed by CARE Ratings Limited. A detailed note on the credit ratings of the Company is provided in the Corporate Governance Report section of this Report.

Investor Education and Protection Fund (IEPF)

Please refer note no.10 on IEPF in the Notice of ensuing AGM which forms part of this Annual Report.

Annual Return

In accordance with Section 134(3)(a) of the Act, the extract of Annual Return as required under Section 92(3) of the Act and prepared in prescribed format, which will be filed with the Registrar of Companies, is hosted on the Company''s website i.e. www.agigreenpac.com.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is

presented in a separate section forming part of this Annual Report.

Business Responsibility and Sustainibility Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations read with and SEBI''s Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023, your Company has provided the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. Please refer BRSR which forms part of this Annual Report.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company''s obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company.

Directors'' Responsibility Statement

Your Directors in terms of Section 134(3)(c) of the Act state that:

a) in the preparation of the annual accounts for the year ended 31 March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the profit of the Company for the year ended on that date;

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

d) the Directors had prepared the annual accounts on a ''going concern'' basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate Governance

The report on Corporate Governance as stipulated under SEBI Listing Regulations forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Contracts and Arrangements with Related Parties

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: Related Party Transaction Policy.

Your Directors draw attention of the members to Note no. 55 to the financial statements which set out related party disclosures.

Corporate Social Responsibility(CSR)

The Company has a Corporate Social Responsibility Committee ("CSR Committee") in place as per the provisions of Section 135 of the Act. The CSR Committee comprising of Mr. Anil Wadhwa as Chairman and Mr. Sandip Somany, Mrs. Sumita Somany and Mr. Rakesh Sarin as other members of the Committee.

The Company''s Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board, indicates the activities to be undertaken by the Company to fulfil the expectation of our stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of our Company. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.

The guiding principles for all CSR initiatives of the Company are as follows:

â¢ Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company''s profits for social projects;

â¢ Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting; and

â¢ Creating opportunities for employees to participate in socially responsible initiatives.

The CSR Policy may be accessed on the Company''s website at the link: Corporate Social Responsibility Policy.

The Annual Report on CSR Activities for the financial year 2023-24 is enclosed as Annexure D to this report.

Number of Board Meetings

During the year under review, Four (4) Board Meetings were convened and held. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report. The intervening gap between two consecutive meetings was not exceeding the period prescribed under the Companies Act, 2013.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. V.K. Bhandari as Chairman and Mr. N.G. Khaitan, Mr. Anil Wadhwa, Ms. Himalyani Gupta and Mr. Rakesh Sarin as other members.

For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

Disclosure under Secretarial Standards

The Directors state that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The details with respect to the composition, terms of reference, number of meetings held, etc. of the statutory committees of the Board of Directors are included in the Report on Corporate Governance, which is forming part of this Annual Report.

Vigil Mechanism (Whistle Blower) Policy

The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors/Employees and other stakeholders of the Company to report concerns affecting the smooth and efficient running of operations of the Company. This Policy documents the Company''s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Company''s Code of Conduct.

The Vigil Mechanism (Whistle Blower) Policy is available on Company''s website at the link: Vigil Mechanism (Whistle Blower) Policy.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and fixation of their remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as per the Act and SEBI Listing Regulations.

The Remuneration Policy is available on Company''s website at the link: Nomination and Remuneration Policy.

Dividend Distribution Policy

The Company has in place a Dividend Distribution Policy as per Regulation 43A of SEBI Listing Regulations. The policy was adopted to set out the parameters that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned by the Company. The Policy is available on Company''s website at the link: Dividend Distribution Policy.

Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the Financial Statements (Please refer Note Nos. 7, 8, 13 and 17).

Particulars of Employees

Information required as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure E to this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are available with the Company. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Internal Controls

The Company is committed to ensuring an effective internal control environment that provides, inter alia, an assurance on the orderly and efficient conduct of

operations, security of assets, prevention and detection of frauds and errors, accurate and timely completion of accounting records and timely preparation of reliable financial information. The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company uses SAP - a well-accepted Enterprise Resource Planning (ERP) system to record data for accounting, consolidation, and management information purposes and connects to different locations for efficient exchange of information.

The Audit Committee of the Board of Directors, comprising of Independent Directors, reviews the effectiveness of the internal control system across the Company including annual plan, significant audit findings, adequacy of internal controls and compliance with accounting policies and regulations. The Company''s internal control system is monitored by independent consultants and supplemented by in-house Internal Audit Division.

Internal Financial Controls

In line with best practices applicable to organisations of a similar size, nature and complexity, the Company has adequate Internal Financial Controls System which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. The Company''s Internal Financial Controls are designed to provide reliable financial information and to comply with applicable accounting standards.

Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has also adopted a Risk Management Policy which establishes various levels of accountability and overview within the Company.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a Prevention of Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Complaints Committee (ICC) has been constituted to redress complaints regarding sexual harassment, if any.

The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Declaration by Independent Directors

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and SEBI Listing Regulations and are independent of the management.

The Independent Directors of the Company are persons of integrity and comprise of appropriate skills/expertise/ competencies (including proficiency) and have rich and varied experience in diversified domains for effective functioning of the Board of Directors of the Company.

Board Evaluation

The Board of Directors and Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-executive Directors. The evaluation process has been explained in the Corporate Governance Report section of this Annual Report.

Training of Independent Directors

The details of programmes conducted for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company, recent amendments/notifications etc. has been uploaded on the Company''s website at the link: Familiarization of Independent Directors

For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. There is no change in nature of business of the Company.

2. Details of revision of financial statement or the Report.

3. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

4. I ssue of equity shares with differential rights as to dividend, voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

7. The Company is not required to maintain cost records as specified in Section 148(1) of the Companies Act, 2013.

8. Neither any application is made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

9. The Company has not defaulted in the repayment of loans to the Banks or Financial Institutions. Accordingly, disclosure relating to one-time settlement with the Banks or Financial Institutions is not applicable.

10. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution alongwith the reasons thereof.

Acknowledgement

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all employees of the Company.

For and on behalf of the Board of Directors

Date: 02 May 2024 Sandip Somany

Place: Gurugram Chairman and Managing Director

Mar 31, 2023

Your Directors are pleased to present the sixty third Annual Report and the Company''s audited financial statements for the financial year ended 31 March 2023.

Financial Results

The Company''s financial performance, for the year ended 31 March 2023 is summarized below:

(Rs. in Lakh)
	2022-23			2021-22
Particulars	Continuing Operations	Discontinuing Operations	Total	Continuing Operations	Discontinuing Operations	Total
Revenue from Operations	2,28,148	56	2,28,204	1,42,970	88,213	2,31,183
Add: Other Income	2,595	0	2,595	4,293	4,912	9,205
Total Income	2,30,743	56	2,30,799	1,47,263	93,125	2,40,388
Profit before tax	30,419	-15	30,404	17,912	1,967	19,879
Exceptional item - gain from slump sale	-	1,729	1,729	-	5,775	5,775
Less: Tax expenses	5,540	429	5,969	6,260	64	6,324
Profit after tax (i)	24,879	1,285	26,164	11,652	7,678	19,330
Other Comprehensive Income (net of tax)	1,323	0	1,323	750	-	750
Total comprehensive income for the year	23,556	1,285	24,841	12,402	7,678	20,080
Add: Balance brought forward (ii)			70,011	53,269
Amount available for appropriation (i ii)			96,175	72,599
APPROPRIATIONS:
Dividend paid on equity shares			3,235	2,588
Balance carried forward			92,940	70,011
(Figures have been rounded off)

Operational Review

Your Company reported a strong performance during FY 2022-23 across all business divisions and ended the year with revenue from continuing operations of H 2,28,148 lakh as compared to 1,42,970 lakh in the previous year, registering a growth of 60%. It recorded a profit before tax and exceptional item from continuing and discontinuing operations of H 30,404 lakh in FY 2022-23 against H 19,879 lakh in FY 2021-22, representing a growth of around 53%.

Packaging Products Division (PPD)

The revenue from operations for FY 2022-23 was H 2,22,137 lakh (including intersegment sales) as compared to FY 2021-22 revenue from operations of H 1,43,632 lakh. This resulted in EBIT of H 38,008 lakh in FY 2022-23 as compared to H 23,788 lakh in FY 2021-22, representing a growth of around 60%. Our EBIT grew on account of improved realisations, better product mix, and increasing demand for glass containers from the beer, pharmaceutical and the food and beverage industry. Some of the key highlights are as follows:

AGI Glass: Glass Containers and Speciality Glass

â¢ Commenced the commercial production of our specialty glass facility set up at Bhongir in the state of Telangana with an installed capacity of 154 tonnes per day from January 2023

â¢ Forayed into export markets such as the EU, Canada, and South Africa with niche products

â¢ Awarded Great Place to Work" by the Great Place to Work Institute, India 2^nd time in a row

AGI Plastek: PET Bottles and Products

â¢ FSSC 22000 certification (Food safety standards certification) achieved for all three plants

â¢ ISO 15378:2017 (Good manufacturing practices standard for primary packaging in pharma applications) certification achieved for Selaqui plant

â¢ ISO 9001:2015 (Quality Management System) continued certification for Isnapur and Selaqui plant

Dividend

Your Directors have recommended a dividend of H 5/- (i.e. 250%) per equity share (last year H 5/- (i.e. 250%) per equity share) on equity shares of H 2/- each for the financial year ended 31 March 2023, amounting to H 3,234.87 lakh subject to deduction of income tax at source, as applicable. The dividend payout is subject to approval of members at the ensuing Annual General Meeting of the Company.

The dividend will be paid to those shareholders whose names appear in the Register of Members/List of Beneficial Owners (as furnished by National Securities Depository Limited and Central Depository Services (India) Limited) as on 24 August 2023.

Transfer to Reserves

The Board proposes not to transfer any amount out of the profit for the year under review to the general reserve.

Deposits

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 (âAct") and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

Directors and Key Managerial Personnel

With profound grief and sorrow, your Board regrets to inform you of the sad demise of Dr. Rajendra Kumar Somany, Chairman and Managing Director and Promoter ("Dr. Somany") of the Company on 20 January 2023.

Dr. Somany had been associated with the Company since its incorporation in 1960 and he was the stalwart in the sanitaryware industry and under his leadership, the brand name "Hindware" became one of the leading household brand across India.

The sudden and untimely demise of Dr. Somany is an irreparable loss to the entire Somany Impresa Group and all the Directors and employees express deep sympathy, sorrow and condolences in this time of grief.

Consequent to the sad demise of Dr. Somany, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, approved to designate Mr. Sandip Somany as "Chairman and Managing Director" of the Company considering his long association and immense contribution towards growth of the Company.

Please refer Corporate Governance section of this Report for composition of various committees of Board of Directors.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Girdhari Lal Sultania, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

AGI Clozures: Security Caps and Closures

A. Launched two new products: SuperCap and NipAce

B. Partnered with European organisations to develop and commercialise High-Security UV Offset Printing Ink to enhance the security features of the Closures & identify counterfeiting attempts

Material Changes and Commitments

Hindusthan National Glass & Industries Limited (âHNGIL"), a Company engaged in similar business activities, is currently undergoing Corporate Insolvency Resolution Process as per the provisions of the Insolvency and Bankruptcy Code, 2016, as amended from time to time, pursuant to the order dated 21 October 2021 passed by the Hon''ble National Company Law Tribunal, Kolkata Bench (âHon''ble NCLT"). Pursuant to the order passed by the Hon''ble NCLT on 18 January 2022, Form-G (Invitation for Expression of Interest) was issued on 25 March 2022. Pursuant to the Form G and subsequent issuance of request for resolution plan dated 24 May 2022 and amendments thereto (âRFRP") by Mr. Girish Siriram Juneja, the resolution professional of HNGIL, the Company had submitted the resolution plan for HNGIL (âResolution Plan") in accordance with the terms and conditions of the RFRP.

Pursuant to the approval of the Resolution Plan by the committee of creditors of HNGIL (âApproved Resolution Plan"), the resolution professional of HNGIL issued a Letter of Intent on 28 October 2022 to the Company confirming that the committee of creditors of HNGIL approved the Resolution Plan submitted by the Company and declared the Company as the successful resolution applicant.

In accordance with the provisions of the Code, the resolution professional of HNGIL has filed an application before the Hon''ble NCLT, Kolkata, inter alia, praying for approval of the Approved Resolution Plan, and the same is currently pending.

The Company is pleased to inform that the Hon''ble Competition Commission of India has accorded its approval to the aforesaid acquisition of HNGIL in terms of the Approved Resolution Plan under sub-section (1) of Section 31 of the Competition Act, 2002 vide its letter dated 15 March 2023 in the manner as specified therein.

Subsidiaries, Joint Ventures and Associate Companies

The Company had no subsidiaries, Joint Ventures and Associates Companies during the year under review.

The policy for determining material subsidiaries may be accessed on the Company''s website at the link: Material Subsidiary Policy.

Auditors and Auditors'' Reports Statutory Auditors

At the 62^nd Annual General Meeting (AGM) of the Company held on 22 September 2022, the members approved the re-appointment of M/s. Lodha & Co, Chartered Accountants, as statutory auditors of the Company having Firm''s Registration No. 301051E to hold the office till the conclusion of the 67^th Annual General Meeting of the Company.

The Notes on Financial Statements referred to in the Auditors'' report are self-explanatory and therefore do not require any further comments.

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 the rules made thereunder. The Auditors'' report does not contain any qualifications, reservations or adverse remarks.

Secretarial Auditor

The Board had appointed M/s. DMK Associates, Company Secretaries, New Delhi, FRN P2006DE003100 to conduct Secretarial Audit of the Company for the financial year 2022-23, pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form No. MR-3 for the financial year 2022-23 is enclosed as Annexure A to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The details pertaining to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure B to this Report.

Share Capital

During the year under review, there was no change in the equity share capital of the Company. The paid-up Equity Share Capital as on 31 March 2023 was H 1,293.99 lakh.

Credit Ratings

During the year under review, the credit ratings of the Company was reviewed by CARE Ratings Limited. A detailed note on the credit ratings of the Company is provided in the Corporate Governance Report section of this Report.

Investor Education And Protection Fund (IEPF)

Please refer notes on IEPF as mentioned in Notice of ensuing AGM which forms part of this Annual Report.

Annual Return

Management Discussion and Analysis Report

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations and SEBI circular no. SEBI/LAD-NRO/GN/2021/2 dated 5 May 2021, your Company has provided the prescribed disclosures in new reporting requirements on Environmental, Social and Governance (âESG") parameters called the Business Responsibility and Sustainability Report (âBRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. Please refer BRSR which forms part of this Annual Report.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives (âCode") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company''s shares and sharing Unpublished Price Sensitive Information (âUPSI"). The Code covers Company''s obligation to maintain a structured digital database (âSDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

Directors'' Responsibility Statement

Your Directors in terms of Section 134(3)(c) of the Act state that:

a) in the preparation of the annual accounts for the year ended 31 March 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2023 and of the profit of the Company for the year ended on that date;

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

d) the Directors had prepared the annual accounts on a ''going concern'' basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate Governance

Contracts and Arrangements with Related Parties

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: Policy on Related Party Transactions.

Your Directors draw attention of the members to Note no. 52 to the financial statements which set out related party disclosures.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee (âCSR Committee") in place as per the provisions of Section 135 of the Act. Consequent to the sad demise of Dr. Rajendra Kumar Somany, Chairman of the CSR Committee, the Board of Directors in its meeting held on 27 January 2023 re-constituted the CSR Committee comprising of Mr. Anil Wadhwa as Chairman and Mr. Sandip Somany, Ms. Sumita Somany and Mr. Rakesh Sarin as other members of the Committee.

The Company''s Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board, indicates the activities to be undertaken by the Company to fulfil the expectation

of our stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of our Company. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.

The guiding principles for all CSR initiatives of the Company are as follows:

â¢ Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company''s profits for social projects;

â¢ Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting; and

â¢ Creating opportunities for employees to participate in socially responsible initiatives.

The CSR Policy may be accessed on the Company''s website at the link: CSR Policy.

The Annual Report on CSR Activities for the financial year 2022-23 is enclosed as Annexure D to this report.

Number of Board Meetings

During the year under review, Five (5) Board Meetings were convened and held. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. V.K. Bhandari as Chairman and Mr. N.G. Khaitan, Mr. Anil Wadhwa, Ms. Himalyani Gupta and Mr. Rakesh Sarin as other members.

For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

Disclosure under Secretarial Standards

The Directors state that the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The details with respect to the composition, terms of reference, number of meetings held, etc. of the statutory committees of the Board of Directors are included in the Report on Corporate Governance, which is forming part of this Annual Report.

Vigil Mechanism (Whistle Blower) Policy

of the Company. This Policy documents the Company''s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Company''s Code of Conduct.

The Vigil Mechanism (Whistle Blower) Policy is available on Company''s website at the link: Vigil Mechanism (Whistle Blower) Policy.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and fixation of their remuneration as per the Act and SEBI Listing Regulations.

The Remuneration Policy is available on Company''s website at the link: Nomination and Remuneration Policy.

Dividend Distribution Policy

The Company has in place a Dividend Distribution Policy as per Regulation 43A of SEBI Listing Regulations. The policy was adopted to set out the parameters that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned by the Company. The Policy is available on Company''s website at the link: Dividend Distribution Policy.

Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the Financial Statements (Please refer Note Nos. 7, 8 and 15).

Particulars of Employees

Information required as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure E to this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report, which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Internal Controls

The Company is committed to ensuring an effective internal control environment that provides, inter alia, an assurance on the orderly and efficient conduct of operations, security of assets, prevention and detection of frauds and errors, accurate and timely completion of accounting records and timely preparation of reliable financial information. The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company uses SAP - a well-accepted Enterprise Resource Planning (ERP) system to record data for accounting, consolidation, and management information purposes and connects to different locations for efficient exchange of information.

Internal Financial Controls

In line with best practices applicable to organizations of a similar size, nature and complexity, the Company has adequate Internal Financial Controls System which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Company''s Internal Financial Controls are designed to provide reliable financial information and to comply with applicable accounting standards.

Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has also adopted a Risk Management Policy which establishes various levels of accountability and overview within the Company.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a Prevention of Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Complaints Committee (ICC) has been constituted to redress complaints regarding sexual harassment, if any.

The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Declaration by Independent Directors

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and SEBI Listing Regulations and are independent of the management.

The Independent Directors of the Company are persons of integrity and comprise of appropriate skills/expertise/ competencies (including proficiency) and have rich and varied experience in diversified domains for effective functioning of the Board of Directors of the Company.

Board Evaluation

The Board of Directors and Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-executive Directors. The evaluation process has been explained in the Corporate Governance Report section of this Annual Report.

Training of Independent Directors

The details of programmes conducted for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company, recent amendments/notifications etc. has been uploaded on the Company''s website at the link: Familiarization of Independent Directors.

For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. There is no change in nature of business of the Company.

2. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

3. I ssue of equity shares with differential rights as to dividend, voting or otherwise.

4. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

6. The Company is not required to maintain cost records as specified in Section 148(1) of the Companies Act, 2013.

7. Neither any application is made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

8. The Company has not defaulted in the repayment of loans to the Banks or Financial Institutions. Accordingly, disclosure relating to one-time settlement with the Banks or Financial Institutions is not applicable.

Acknowledgement

For and on behalf of the Board of Directors

Place: Gurugram Sandip Somany

Date: 4 May 2023 Chairman and Managing Director

Mar 31, 2018

Directors Report

Dear Members,

The Directors are pleased to present the Fifty Eighth Annual Report and the Company''s audited financial statement for the financial year ended 31 March 2018.

FINANCIAL RESULTS

The Company''s standalone financial performance, for the year ended 31 March 2018 is summarized below:

(Rs,in lakh)

Particulars	2017-18	2016-17
Revenue from Operations	2,28,451	2,22,655
Add: Other Income	972	455
Total Income	2,29,423	2,23,109
Profit before tax	10,576	14,965
Less: Tax expenses	3,100	4,664
Profit after tax (i)	7,476	10,301
Other Comprehensive Income (net of tax)	139	254
Total Comprehensive Income	7,615	10,555
Add: balance brought forward (ii)	51,487	44,667
Amount available for appropriation [(i) (ii)]	58,963	54,968
APPROPRIATIONS :
Dividend paid on equity shares	2,892	2,892
Tax on Dividend paid	589	589
Balance carried forward	55,482	51,487

OPERATIONAL REVIEW

Your Company reported consistent performance during FY 2017-18 across key business segments and continued its upward trajectory in new avenues of business, namely Consumer Products. Your company''s sales (net of GST, Excise, Service Tax and other Indirect taxes) grew by 8.55% to reach Rs,2,21,785 lakhs in FY 2017-18, compared with Rs,2,04,311 lakhs in FY 2016-17.

Due to challenging business environment on account of demonetization exercise, Implementation of new indirect Goods and Service Tax regime, Hon''ble Supreme Court''s order banning liquor vending on national highways affecting packaging products sales during first half of financial year 2017-18, increased expenditure on fostering growth of consumer products division and increased pressure on margins from rise in power and fuel and other expenses, the company''s EBITDA declined by 4.00% to ''28,210 lakhs in FY 2017-18.

BUILDING PRODUCTS DIVISION (BPD)

The BPD revenue (net of GST, Excise, Service Tax and other Indirect taxes) went up by 5.82 % to touch Rs,1,02,945 lakhs in FY 2017-18, as against Rs,97,283 lakhs in FY 201617. EBIT before unallocable expenditure increased by 1.64%. The division highlights during 2017-18 spanned a series of innovative developments, including:

- Premium bathroom suites brand ''Alchymi'' launched in collaboration with Manish Malhotra.

- Opened ''Lacasa'' display and concept store at Mumbai, bringing brand ''Hindware'' closer to the consumer and promising a completely different experience.

- Increased dealer distribution network by 33% in faucet segment and expanded retail touch points for faucets.

- Introduced twenty new product ranges in sanitaryware and ten in faucets.

- Added 100 brand stores across country to strengthen the brand visibility thereby bringing total number of brand stores to 310 .

- Expanded luxury brand ''Queo'' to 30 cities in India and introduced voice activated showering and two new fashion range.

PACKAGING PRODUCTS DIVISION (PPD)

The PPD revenue (net of GST, Excise, Service Tax and other Indirect taxes) increased by 4.87% to ''92,020 lakhs in FY 2017-18, as against Rs,87,744 lakhs in FY 2016-17.

EBIT before unallocable expenditure declined by 33.00 %.

The key initiatives undertaken during the year for better operational performance are.

- Commenced production of security caps and closures project in Q4 2017-18.

- Introduced 63 new designs in glass containers during the year.

- Increased share of glass containers manufactured with Narrow Neck Press and Blow (NNPB) technology in overall glass sales. NNPB reduce bottle weight by 10% - 40%.

- Added 6 new products in the PET business.

CONSUMER PRODUCTS DIVISION (CPD)

The CPD revenue grew by 65.00 % to ''20,769 lakhs in FY 2017-18, from Rs,12,587 lakhs in FY 2016-17. EBIT level loss before unallocable expenditure decreased by 31.15%. The division reported excellent operational performance at the back of various initiatives which are as under:

- Introduced superior and aesthetically designed variants in existing product categories (43 SKUs in the Kitchen appliances category, 8 SKUs in the Air coolers category besides 7 SKUs of water heaters and 4 SKUs of water purifiers).

- One of the leading player in product category kitchen chimneys on the major Indian ecommerce portals namely Amazon and Flipkart. Significant player in the category of water heaters and air coolers in large store formats like Metro Cash and Carry and Walmart.

- Significant Increase in market share in the categories of kitchen chimneys, water heaters and air coolers, besides making its presence felt in all the important categories of water purifiers.

- Developed 3 unique Patents for the business in past 12 months backed on strong work in the Consumer Business R&D (two for water purifiers and one for air coolers).

- Distribution network expanded to 575 distribution points, 8500 retailers and 350 large format stores like Reliance Digital, Croma, Spencer, Walmart, Metro Cash and Carry.

RETAIL DIVISION

Revenue of Retail division grew by 0.36% to ''9,618 lakhs in FY 2017-18, from Rs,9,583 lakhs in FY 2016-17. EBIT level loss before unallocable expenditure decreased by 21%. The division reported improved operational performance at the back of various initiatives:

- Increased presence by adding six new franchisee stores.

- Leveraging e-tailing sites to extend customer reach.

- Presence across the country with 14 large format retail stores with an average size of 8500 sqft.

There is no change in the nature of the businesses during the year 2017-18.

SCHEME OF ARRANGEMENT

During the year under review, the Board of Directors of the Company, in its meeting held on 10 November 2017 had approved a Composite Scheme of Arrangement under section 230 to 232, read with section 66 and other applicable provisions of the Companies Act, 2013 and the provisions of other applicable laws, amongst the Company, Somany Home Innovation Limited, a wholly owned subsidiary of the Company ("Resulting Company 1") and Brilloca Limited, a wholly owned subsidiary of Resulting Company 1 ("Resulting Company 2") and their respective shareholders and creditors ("Scheme"). The Scheme provides for the demerger of, (i) the Consumer Products Distribution and Marketing Undertaking ("CPDM Undertaking") and Retail Undertaking of the Company into Resulting Company 1, and (ii) the Building Products Distribution and Marketing Undertaking ("BPDM Undertaking") of the Company into Resulting Company

2. The Appointed Date for the Scheme is 1 April 2018 or such other date as directed by the Hon''ble Kolkata Bench of the National Company Law Tribunal ("NCLT"). The Scheme is subject to necessary regulation, approval and sanction by Hon''ble NCLT. The Company has received approval from BSE Limited and the National Stock Exchange of India Limited and is in the process of filing the application with Hon''ble NCLT for approval.

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year of the Company to which the financial statement relate and the date of this Report

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no material subsidiary in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, Somany Home Innovation Limited and Luxxis Heating Solutions Private Limited were incorporated on 28 September 2017 and 26 December 2017 respectively in India as wholly owned subsidiaries of HSIL Limited. Further, Brilloca Limited was incorporated on 2 November 2017 in India as a wholly owned subsidiary of Somany Home Innovation Limited (step down subsidiary of HSIL Limited). During the year under review, KS 615 Limited, wholly owned subsidiary of Haas International B.V has dissolved on 30 January 2018 and has ceased to be a step down subsidiary of HSIL Limited.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report.

Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 forms part of the consolidated financial statements and hence not repeated here for the sake of brevity. The statements provide the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statement, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company''s website http:// www.hindwarehomes.com. These documents will also be available for inspection at our registered office in Kolkata, India, on any working day between 3:00 p.m. and 5:00 p.m. till the date of the ensuing AGM.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www.hindwarehomes.com/pdf/material-subsidiary-policy-version-ii.pdf

DIVIDEND

Your Directors have recommended a dividend of Rs,4/-(i.e. 200%) per equity share (last year ''Rs,4/- (i.e. 200%) per equity share) on equity shares of RS,2/- each for the financial year ended 31 March 2018, amounting to RS 3486 lakhs (inclusive of Dividend Distribution Tax ''RS594 lakhs). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 25 August 2018 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on 24 August 2018.

TRANSFER TO RESERVES

The Board proposes not to transfer any amount out of the profit for the year under review to the general reserve.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

AUDITORS AND AUDITORS'' REPORTS Statutory Auditors

At the 57th Annual General Meeting of the Company held on 3 August 2017, the shareholders approved the appointment of M/s. Lodha & Co, Chartered Accountants, as statutory auditors of the Company having Firm''s Registration No. 301051E to hold the office till the conclusion of the 62nd Annual General Meeting subject to ratification of the appointment by the shareholders, at every Annual General Meeting. As per the notification issued by Ministry of Corporate Affairs (MCA) dated 7 May 2018 for The Companies (Amendment) Act, 2017 and Companies (Audit and Auditors) Amendment Rules, 2018, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting, therefore no resolution for such ratification is taken in the Notice of the ensuing AGM.

The Notes on Financial Statement referred to in the Auditors'' report are self-explanatory and therefore do not require any further comments.

Secretarial Auditor

The Board had appointed M/s DMK Associates, Company Secretaries, New Delhi, (Ms. Monika Kohli, Practicing Company Secretary CP No.4936) to conduct Secretarial Audit for the financial year 2017-18, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR - 3 for the financial year 2017-18 is enclosed as Annexure A to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

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

The particulars as prescribed in sub section (3)(m) of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are enclosed as Annexure B to this Report.

SHARE CAPITAL

During the year under review, the Company did not issue equity shares. The paid-up Equity Share Capital as on 31 March 2018 was ''1,445.97 lakhs.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return in Form No. MGT - 9 is enclosed as Annexure C to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors in terms of Section 134(3)(c) of the Companies Act, 2013 state that:

a) in the preparation of the annual accounts for the year ended 31 March 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2018 and of the profit of the Company for the year ended on that date;

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

d) the Directors had prepared the annual accounts on a ''going concern'' basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The disclosure in Form AOC-2 is enclosed as Annexure D to this report. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.hindwarehomes.com/pdf/related-party-transaction-policy-version-ii-new.pdf

Your Directors draw attention of the members to Note 51 to the financial statements which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135 of the Companies Act, 2013, comprising of Mr. Salil Bhandari, Chairman, Dr. Rajendra Kumar Somany, Mr. Sandip Somany and Mrs. Sumita Somany as other members of the Committee.

The Company''s Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board, indicates the activities to be undertaken by the Company to fulfil the expectation of our Stakeholders and to continuously improve our social, environmental and economic performance while ensuring sustainability and operational success of our Company. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013.

The guiding principles for all CSR initiatives of the Company are as follows:

- Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company''s profits for social projects;

- Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting; and

- Creating opportunities for employees to participate in socially responsible initiatives.

The CSR Policy may be accessed on the Company''s website at the link:

http://www.hindwarehomes.com/pdf/CSR-Policy-

Version-II.pdf

The Annual Report on CSR Activities for the financial year 2017-18 is enclosed as Annexure E to this report.

DISCLOSURE UNDER SECRETARIAL STANDARD

The Directors state that the Company is complying with all the applicable Secretarial Standards on meetings of the Board of Directors.

NUMBER OF BOARD MEETINGS

During the year under review, four Board Meetings were convened and held. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. V.K. Bhandari (Chairman), Mr. Salil Bhandari, Mr. N.G. Khaitan and Mr. Ashok Jaipuria. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM (WHISTLE BLOWER)

The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors/Employees and other stakeholders of the Company to report concerns affecting the smooth and efficient running of operations of the Company. This Policy documents the Company''s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Company''s Code of Conduct.

The Vigil Mechanism (Whistle Blower) Policy is available on Company''s website at the link: http://www.hindwarehomes.com/pdf/vigil-mechanism-(whistle-blower)-version-ii.pdf

REMUNERATION POLICY

The Company has in place a Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Remuneration Policy is available on Company''s website at the link: http://www.hindwarehomes.com/ pdf/Nomination-and-Remuneration-Policy-VersionII.pdf

DIVIDEND DISTRIBUTION POLICY

The Company has in place a Dividend Distribution Policy as per Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy was adopted to set out the parameters that will be taken into account by the Board in determining the distribution of dividend to its shareholders and /or retaining profit earned by the Company. The Policy is available on Company''s website at http://www.hindwarehomes. com/pdf/Dividend-Distribution-Policy.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements (Please refer Note Nos. 7, 8, 13, 17 and 59).

PARTICULARS OF EMPLOYEES

Information required as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure F to this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report, which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company at Kolkata, on any working day between 3.00 p.m. to 5.00 p.m. till the date of the ensuing AGM and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

INTERNAL CONTROLS

The internal control systems are commensurate with the size, scale and complexity of the operations of the Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring compliance with corporate policies. The Company uses SAP - a well-accepted enterprise resource planning (ERP) system to record data for accounting, consolidation, and management information purposes and connects to different locations for efficient exchange of information. The Company has continued its efforts to align all its processes and controls with best practices.

INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate Internal Financial Controls framework. The Company has documented Risk and Control Matrices (RACM) covering all activities and all controls are tested for design and operating effectiveness as part of its Internal Financial Control reporting framework. The Company has laid down policies and procedures for all critical processes. The financial controls are evaluated for both design and operating effectiveness by an external consulting firm of repute as well as by our in-house internal audit team.

In our view, the Internal Financial Controls are adequate and are in line with best practices applicable to organizations of a similar size, nature and complexity.

RISK MANAGEMENT

The Company has a robust Risk Management framework which identifies and assesses strategic, operational, financial and compliance risks and monitors the effectiveness and efficiency of risk mitigation and control measures. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

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

The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment, if any.

The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the shareholders in their meeting held on 3 August 2017 have approved the reappointment of Dr. Rajendra Kumar Somany as Chairman and Managing Director of the Company for a further period of 3 years with effect from 9 January 2018.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Sumita Somany, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-executive Directors. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.

None of the Independent Directors are due for retirement and/or re-appointment at the ensuing AGM of the Company. However, the Notice of the ensuing AGM proposes a special resolution for continuation of Mr. V.K. Bhandari as Independent Director on the Board of Directors of the Company in accordance with SEBI circular dated 9 May 2018.

TRAINING OF INDEPENDENT DIRECTORS

The details of programmes conducted for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company etc. has been uploaded on the Company''s website at the web link : http://www. hindwarehomes.com/training_of_directors.aspx #section 2.

For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Issue of Employees Stock Option to employees of the Company under any scheme.

5. The Managing Directors/Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future except Hon''ble National Green Tribunal has issued an order dated 14 March 2017 for revocation of consent to operate and direction for closure of our Kaharani Faucets unit situated in the district Alwar in the State of Rajasthan, under Section 25/26 of the Water (Prevention and Control of Pollution) Act, 1974 and Section 21/22 of the Air (Prevention and Control of Pollution) Act, 1981.

Further, the Hon''ble National Green Tribunal vide its order dated 22 May 2017 had directed Rajasthan State Pollution Control Board to allow HSIL Limited to operate its Kaharani faucet manufacturing plant.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

Place: Gurugram Dr. Rajendra Kumar Somany

Date: 30 May 2018 Chairman and Managing Director

Mar 31, 2017

Dear members,

The Directors are pleased to present the Fifty Seventh Annual Report and the Company''s audited financial statement for the financial year ended 31 March 2017.

FINANCIAL RESULTS

The Company''s standalone financial performance, for the year ended 31 March 2017 is summarized below

(Rs. in Lakh)

Particulars	2016-17	2015-16
Revenue from Operations	2,22,990	2,10,909
Add Other Income	455	1,434
Total Income	2,23,445	2,12,343
Profit before tax	14,965	18,195
Less Tax expenses	4,664	6,567
Profit after tax (i)	10,301	11,628
Other Comprehensive Income (net of tax)	254	(2)
Total Comprehensive Income	10,555	11,626
Add balance brought forward (ii)	44,667	36,084
Amount available for appropriation [(i) (ii)]	54,968	47,712
APPROPRIATIONS :
Dividend paid on equity shares	2,892	2,530
Tax on Dividend paid	589	515
Balance carried forward	51,487	44,667

(Figures have been rounded off)

OPERATIONAL REVIEW

Your Company reported consistent performance during FY2016-17 to maintain leadership position across key business segments and continued its upward trajectory in new avenues of business, namely Consumer Products. Your company''s sales grew by 6.97% to reach Rs.2,19,803 lakh in FY2016-17, compared with Rs.2,05,490 lakh in FY2015-16. Due to challenging business environment on account of demonetization exercise and slowdown in demand from end users of packaging products division, increased expenditure on fostering growth of consumer products division and increased pressure on margins from rise in power & fuel and other expenses, the company''s EBITDA declined 12.91% to Rs.29,385 lakh in FY2016-17 from Rs.33,743 lakh in the previous year.

BUILDING PRODUCTS DIVISION

The BPD revenue went up by 7.98% to touch Rs.1,03,765 lakh in FY2016-17, as against Rs.96,096 lakh in FY2015-16. EBIT before un allocable expenditure declined by 3.36%.

The divisionâs highlights during FY2016-17 spanned a series of innovative developments, including launched a new rimless water closet in seven different designs launched seven new ranges of faucets

- added new dealers in clusters, which saw increased consumerism, both in tier 1 and tier 2 towns increased brand shoppe footprint by establishing around 200 brand stores

- introduced "Dream Bath" Mobile App to enhance customer experience and convenience

PACKAGING PRODUCTS DIVISION

The PPD revenue reduced by 2.83% to Rs.96,906 lakh in FY2016-17, as against Rs.99,727 lakh in FY2015-16. EBIT before un allocable expenditure declined by 20.48%.

The division reported improved operational performance at the back of various initiatives introduced 55 new designs and 35 lightweight glass containers during the year under review.

- invested in a dedicated line for clucked battles. expanded PET bottles portfolio with 10 new products and 12 variants.

investments in additional capability in new polymers and processes to create new business opportunities in Rigid Plastic Packaging across Food, Pharma and FMCG sectors.

CONSUMER PRODUCTS DIVISION

The CPD revenue grew by 124.31% to Rs.12,770 lakh in FY2016-17, from Rs.5,693 lakh in FY2015-16. EBIT level lcss before un-allocable expenditure increased by 47.99%.

The division reported excellent operational performance at the back of various initiatives introduced superior and aesthetically designed variants in existing product categories (42 kitchen appliances, 29 water heaters, 5 water purifiers) entered the water purifier space with an innovative product with unique Hex pure technology. enhanced brand visibility with new campaigns like

Moonbow''s ''Ab India Peeyega Achcha'' for water purifiers.

- Added 1,500 retailers during the year.

- Leveraged e-tailing sites such as Amazon India, Flipkart, Pepper fry, Paytm to name a few to market its flagship prcducts to enhance customer convenience. launched air coolers with changeable front panels [first time in India] to matoh the door of the consumers living room/bedroom.

RETAIL BUSINESS

Revenue of Retail business grew by 2.65% to Rs.9,583 lakh in FY2016-17, from Rs.9,336 lakh in FY2015-16. EBIT level loss before un allocable expenditure reduced by 9.25%.

The division reported improved operational performance at the back of various initiatives

uniquely positioned itself to offer largest range of solid wood furniture

- enriched its assortment in Non-Solid wood domain presence across the country through 14 large format retails stores with an average size of 8000 sqft.

- Leveraged e-tailing sites such as Amazon India, Flipkart, Pepperfry, Urbanladder, Snapdeal to name a few to market its entire range of products

SCEHEME OF ARRANGEMENT

During the year under review, the Board of Directors in their meeting held on 10 August 2016 had approved the Composite Scheme of Arrangement under Sections 391 to 394 read with Sections 100-104 of the Companies Act, 1956 and/or applicable Sections of the Companies Act, 2013 between Hindware Home Retail Private Limited (the transferor) (wholly owned subsidiary) and the Company (the transferee) and their respective shareholders and creditors.

The said scheme was approved by National Stock Exchange of India Ltd. and BSE Ltd. on 13 October 2016 and 14 October 2016 respectively and thereafter the Company has received an order dated 7 April 2017 (made over to the Company on 5 May 2017) from National Company Law Tribunal, Kolkata Bench, approving the said scheme. In accordance with the said order, the retail business of Hindware Home Retail Private Limited has been demerged into the Company with effect from 1 April 2015 (Appointed Date).

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year of the Company to which the financial statements relate and the date of this Report except that the effect of the scheme has been given in the Financial Statements (standalone and consolidated) of the Company w.e.f. the appointed date.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no material subsidiary in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review QUEO Bathroom Innovations Limited was incorporated on 7 November 2016 in England as a step down subsidiary of HAAS International BV.

The statements provide the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statement, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company''s website http//www.hindwarehomes.com. These documents will also be available for inspection at our registered office in Kolkata on any working day between 3 00 p.m. and 5 00 p.m. till the date of AGM.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link http //www.hindwarehomes.com/pdf/material-subsidiary-policy-version-ii.pdf.

DIVIDEND

Your Directors have recommended a dividend of Rs.4/- (i.e. 200%) per equity share (last year Rs.4/- (i.e. 200%) per equity share) on equity shares of Rs.2/- each for the financial year ended 31 March 2017, amounting to Rs.3,481 lakh (inclusive of Dividend Distribution Tax Rs.589 lakh). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 22 July 2017 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on 21 July 2017.

TRANSFER TO RESERVES

The Board proposes not to transfer any amount out of the profit for the year under review to the general reserve.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

AUDITORS AND AUDITORS'' REPORTS STATUTORY AUDITORS

M/s Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors of the Company, having Firm''s Registration No. 001076N/N500013 hold office till the conclusion of the ensuing Annual General Meeting. The term of M/s Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors as per the provisions of Section 139 and the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013 will expire on conclusion of the ensuing Annual General Meeting of the Company. In this view Company has approached M/s Lodha & Co., Chartered Accountants having firm Registration No. 301051E, and has obtained written confirmation from them, confirming that they are eligible for appointment as Auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified under Section 141 of the Companies Act, 2013.

The Audit Committee and the Board of Directors recommend appointment of M/s Lodha & Co., Chartered Accountants, having Firm''s Registration No. 301051E as the Company''s Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the 62nd Annual General Meeting of the Company for approval of Shareholders at the ensuing Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting .

The Notes on Financial Statement referred to in the Auditors'' report are self-explanatory and therefore do not require any further comments.

SECRETARIAL AUDITOR

The Board had appointed M/s DMK Associates, Company Secretaries, New Delhi, (Ms. Monika Kohli, Practicing Company Secretary CP No. 4936) to conduct Secretarial Audit for the financial year 2016-17, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR - 3 for the financial year 2016-17 is enclosed as Annexure A to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

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

The particulars as prescribed in sub section (3)(m) of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are enclosed as Annexure B to this Report.

SHARE CAPITAL

During the year under review, the Company did not issue equity shares. The paid-up Equity Share Capital as on 31 March 2017 was Rs.1,445.97 lakh.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return in Form No. MGT - 9 is enclosed as Annexure C to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors in terms of Section 134(3)(c) of the Companies Act, 2013 state that

a) in the preparation of the annual accounts for the year ended 31 March 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same,

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2017 and of the profit of the

Company for the year ended on that date,

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

d) the Directors had prepared the annual accounts on a ''going concern'' basis,

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

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

CORPORATE GOVERNANCE

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link http //www.hindwarehomes.com/pdf/related-party-transaction-policy-version-ii-new.pdf

Your Directors draw attention of the members to Note 53 to the financial statements which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility

Committee in place as per the provisions of Section 135 of the Companies Act, 2013, comprising of Mr. Salil Bhandari, Chairman, Dr. Rajendra Kumar Somany and Mr. Sandip Somany as other members of the Committee. The Companyâs Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board, indicates the activities to be undertaken by the Company to fulfil the expectation of our Stakeholders and to continuously improve our social, environmental and economic performance while ensuring sustainability and operational success of our Company. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013.

The guiding principles for all CSR initiatives of the Company are as fellows

- Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Companyâs profits for social projects,

- Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting, and

- Creating opportunities for employees to participate in socially responsible initiatives.

The CSR Policy may be accessed on the Companyâs website at the link http //www.hindwarehcmes.ccm/pdf/ csr_pclicy_hsil.pdf.

The Annual Report on CSR Activities for the financial year 2016-17 is enclosed as Annexure E to this Report.

NUMBER OF BOARD MEETINGS

During the year under review, four Bard Meetings were convened and held. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Mr. V.K. Bhandari (Chairman), Mr. Salil Bhandari, Mr. N.G. Khaitan and Mr. Ashck Jaipuria. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Bard.

VIGIL MECHANISM (WHISTLE BLOWER)

The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors/Employees and other stakeholders of the Company to report concerns affecting the smooth and efficient running of operations of the Company. This Policy documents the Companyâs commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual/ suspected fraud or violation of the Companyâs Code of Conduct.

The Vigil Mechanism (Whistle Blower) Policy is available on Companyâs website at the link: http://www.hindwarehomes. com/pdf/vigil-mechanism-(whistle-blower)-version-ii.pdf

REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board has formulated Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy of the Company is enclosed as Annexure F to this Report.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 500 listed Companies shall formulate a dividend distribution policy. Accordingly, the policy was adopted to set out the parameters that will be taken into account by the Board in determining the distribution of dividend to its shareholders and /or retaining profit earned by the Company. The Policy is available on Companyâs website at the link: http://www. hindwarehomes.com/pdf/Dividend-Distribution-Policy.pdf.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements (Please refer Note Nos. 8, 9, 14, 18 and 60).

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set cut in the said rules is provided in the Annual Report, which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company at Kolkata, on any working day between 3.00 p.m. to 5.00 p.m. till the date of AGM and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

INTERNAL CONTROLS

The organization is committed to ensuring an effective internal control environment that provides, inter alia, an assurance on the orderly and efficient conduct of operations, security of assets, prevention and detection of frauds and errors, accurate and timely completion of accounting records and timely preparation of reliable financial information. Internal control systems have accordingly been designed to reflect its necessary compliance to the principle of governance where the freedom of operations and their management is exercised within a framework of appropriate checks and balances.

The Audit Committee of the Board of Directors, comprising of Independent Directors, reviews the effectiveness of the internal control system across the Company including annual plan, significant audit findings, adequacy of internal controls and compliance with accounting policies and regulations. The Company''s internal control system is monitored by Independent consultants and supplemented by in-house Internal Audit Division.

INTERNAL FINANCIAL CONTROLS

In line with best practices applicable to organizations of a similar size, nature and complexity, the Company''s internal control framework has been designed through structured control risk assessments by way of Standard Operating Procedures (SOPs), Risk and Control Matrices (RACM), Policies, including MIS. The defined and adequate Internal Financial Controls are tested from time to time for necessary improvement, if any.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy which establishes various levels of accountability and overview within the Company.

The Company has been taking necessary steps to mitigate foreseeable business risks. Business risk evaluation and management is an ongoing and continuous process within the Company and regularly updated to the Audit Committee.

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

The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the shareholders in their meeting held on 7 September 2016 have approved the reappointment of Mr. Sandip Somany and re-designated him as Vice Chairman and Managing Director of the Company with effect from 1 December 2016.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. G. L. Sultania, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

The present term of Dr. Rajendra Kumar Somany as Chairman and Managing Director of the Company will expire by efflux of time on 8 January 2018. The Board is seeking shareholder''s approval at ensuing Annual General Meeting for re-appointment of Dr. Rajendra Kumar Somany, as Chairman and Managing Director of the Company for a further period of three consecutive years, commencing from 9 January 2018 upto 8 January 2021. Profile of Dr. Rajendra Kumar Somany is given in the Statement under Section 102 of the Companies Act, 2013 to the Notice of the 57th Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.

None of the Independent Directors is due for retirement and/or re-appointment at the ensuing AGM of the Company.

TRAINING OF INDEPENDENT DIRECTORS

The details of programmes conducted for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company etc. has been uploaded on the Company''s website at the web link http //www.hindwarehomes.com/ training_of_directors.aspx.

For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Issue of Employees Stock Option to employees of the Company under any scheme.

5. Neither the Managing Directors nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

It is endeavor of the Company to comply with all applicable laws including Environment Laws and has installed prescribed equipment for effluent and sewerage treatment at Kaharani manufacturing unit and that unit is a zero water discharge unit. Accordingly, the Company has complied with the prescribed law and disagrees with the contentions of the Rajasthan State Pollution Control Board and has initiated necessary legal recourse against the order of Rajasthan State Pollution Control Board and expecting favourable response against the same.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all employees of the Company.

For and on behalf of the Board of Directors

Place Gurugram Dr. Rajendra Kumar Somany

Date 18 May 2017 Chairman and Managing Director

Mar 31, 2016

Dear Members,

The Directors are pleased to present the Fifty Sixth Annual Report and the Company''s audited financial statement for the year ended 31 March 2016.

FINANCIAL RESULTS

the Company''s standalone financial performance, for the year ended 31 March 2016 is summarized below:

(Rs. in lacs)

Parameters 2015-16 2014-15

Gross Revenue (including other income) 2,09,789 2,00,477

Less: excise duty 14,974 14,414

Net revenue (including other income) 1,94,815 1,86,063

EBITDA 33,799 34,505

profit before taxation and extraordinary items 18,497 15,225

Add: exceptional item - -

Profit before taxation 18,497 15,225

Less: provision for taxation 6,826 4,810

Profit after taxation 11,670 10,415

Add: balance brought forward 39,294 34,350

Amount available for appropriation 50,964 44,765

APPROPRIATIONS :

Carrying value of assets which has completed its depreciation period charged to - 435 opening balance of retained earning as per note 7(b) of Schedule II of Companies Act, 2013 (net of deferred tax)

transferred to General Reserve - 2,000

proposed dividend on equity shares 2,892 2,532

tax on proposed Dividend 589 504

Short provision of Dividend Distribution tax for previous year 9 -

Balance carried forward 47,474 39,294

(Figures have been rounded off)

OPERATIONAL REVIEW

Despite a challenging macro economic environment, your Company reported consistent performance during FY2015-16 to post continued growth across its key business segments. Your Company''s net sales grew by 3.90% to reach Rs. 189195.83 lacs in 2015-16, compared with Rs. 1,82,088.96 lacs in 2014-15. though overall, EBITDA declined marginally by 2.04% to Rs. 33,799.42 lacs in 2015-16 from Rs. 34,504.90 lacs in 2014-15, cash profit stood at Rs. 22,798.95 lacs in 2015-16 as against Rs. 21,473.60 lacs in 2014-15.

Your Company''s pAT grew by 12.05% to Rs. 1 1,670.32 lacs from Rs. 10,414.97 lacs in the previous fiscal, and EpS went up to Rs. 16.14 in 2015-16 from Rs. 15.70 in 2014-15, posting an increase of 2.80%.

Building Products Division

The BpD gross revenue went up by 10.74% to touch Rs. 1,09,298.70 lacs in 2015-16, as against Rs. 98,698.90 lacs in 2014-15. EBIT before unallocable expenditure declined by 15.09%. Capital employed increased 3.37%, going up from Rs. 94,991.35 lacs in 2014-15 to Rs. 98,189.61 lacs in 2015-16.

The division''s highlights during 2015-16 spanned a series of innovative developments, including:

Highlights of 2015-16

- Foray into the high-potential household durables market

- Manufacture of the largest range of faucets in the industry

- Kaharani faucet plant became fully operational

- Diversification into new product lines to address the demands of rapid urbanization

- Expansion into new Tier II and III cities

- Enhancement of brand visibility through new campaigns, led by brand ambassadors Shah Rukh Khan and Jacqueline Fernandez

- Further development of brand salience through digital initiatives across multiple touch points

Packaging Products Division

For the packaging products Division, the gross revenue was marginally down 1.33%, going from Rs. 1,01,571.91 lacs in 2014-15 to Rs. 1,00,221.64 lacs in 2015-16. EBIT before unallocable expenditure increased by 34.54%. Capital employed went down commensurately from Rs. 1,23,119.18 lacs in 2014-15 to Rs. 1,13,354.01 lacs in 2015-16.

The division reported excellent operational performance at the back of various initiatives.

- Foray into new product lines - security caps and closures, to prevent counterfeit goods in the liquor market; new manufacturing plant coming up in Telangana for manufacture of these products

- Introduction of 39 new glass bottles, including 9 lightweight bottle varieties

- Launch of 20 new PET bottles

- New value-added products, such as coloured bottles and small-sized bottles

- Addition of 66 new clients

- Optimisation of costs and process modernization

There is no change in the nature of the business(es) during the year.

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year of the Company to which the financial statements relate and the date of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no material subsidiary in accordance with the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. HSIL Associates Limited ceased to be a Subsidiary of the Company w.e.f 28 May 2015.

During the year the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report.

Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AoC-1 forms part of the consolidated financial statements and hence not repeated here for the sake of brevity.

The statements provide the details of performance, financial positions of each of the subsidiary

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company''s website http://www.hindwarehomes.com. These documents will also be available for inspection at our registered office in Kolkata, India, between 3:00 p.m. and 5:00 p.m. in working days till the date of ensuing AGM.

The policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www.hindwarehomes.com/pdf/Material-Subsidiary- policy-version-II.pdf.

DIVIDEND

Your Directors have recommended a dividend of Rs. 4 (i.e. 200%) per equity share (last year Rs. 3.50 (i.e. 175%) per equity share) on equity shares of Rs. 2/- each for the financial year ended 31 March 2016, amounting to Rs. 3,481 lacs (inclusive of Dividend Distribution Tax Rs. 589 lacs). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to those Members whose names appear in the Register of Members as on 1 September 2016 and in respect of shares held in dematerialised form, it will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on 31 August 2016.

TRANSFER TO RESERVES

The Board proposes not to transfer any amount to the general reserves out of the profit for the period under review.

DEPOSITS

Your Company have not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

AUDITORS AND AUDITORS'' REPORTS

Statutory Auditors

M/s walker Chandiok & Co LLp, Chartered Accountants, Statutory Auditors of the Company, having Firm''s Registration No. 001076N/N500013 hold office till the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has obtained written confirmation from the Statutory Auditors, confirming that they are eligible for re-appointment as Auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified under Section 141 of the Companies Act, 2013.

The Audit Committee and the Board of Directors recommend re-appointment of M/s walker Chandiok & Co LLp, Chartered Accountants, as the Company''s Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

The Notes on Financial Statements referred to in the Auditors'' report are self-explanatory and therefore do not require any further comments.

Secretarial Auditor

The Board had appointed M/s DMK Associates, Company Secretaries, New Delhi, (Ms. Monika Kohli, Practicing Company Secretary Cp No.4936) to conduct Secretarial Audit for the financial year 2015-16, pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014. The Secretarial Audit Report in Form MR - 3 for the financial year 2015-16 is enclosed herewith as Annexure "A" to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

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

The particulars as prescribed in sub section (3)(m) of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are enclosed as Annexure "B" to this Report.

SHARE CAPITAL

During the year under review, the Company did not issue equity shares. The paid-up Equity Share Capital as on 31 March 2016 was Rs. 1,445.97 lacs.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return in Form No. MGT - 9 is enclosed as Annexure "C" to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors in terms of Section 134(3)(c) of the Companies Act, 2013 state that:

a) in the preparation of the annual accounts for the year ended 31 March 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2016 and of the profit of the Company for the year ended on that date;

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

d) the Directors had prepared the annual accounts on a ''going concern'' basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The disclosure in Form AOC-2 is enclosed as Annexure "D" to this report. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.hindwarehomes.com/pdf/Related-party- Transaction-policy-Version-II.pdf

Your Directors draw attention of the members to Note 38 to the financial statements which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a Corporate Social Responsibility Committe in place as per the provisions of Section 135 of the Companies Act, 2013, comprising of Mr. Salil Bhandari, Chairman, Mr. Rajendra Kumar Somany and Mr. Sandip Somany as other members of the Committee.

The Company''s Corporate Social Responsibility policy (CSR policy) duly approved by the Board, indicates the activities to be undertaken by the Company to fulfill the expectation of our Stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of our Company The Company would also undertake other need based initiatives in compliance with Schedule vII to the Companies Act, 2013.

The guiding principles for all CSR initiatives of the Company are as follows:

- Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company''s profits for social projects;

- Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting; and

- Creating opportunities for employees to participate in socially responsible initiatives.

The CSR policy may be accessed on the Company''s website at the link: http://www.hindwarehomes.com/pdf/CSR_policy_ HSIL.pdf

The Annual Report on CSR Activities for the financial year 2015-16 is enclosed as Annexure "E" to this report.

NUMBER OF BOARD MEETINGS

During the year under review, Five Board Meetings were convened and held. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. V.K. Bhandari, Chairman, Mr. Salil Bhandari, Mr. N.G. Khaitan and Mr. Ashok Jaipuria as other members of the Committee. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM (WHISTLE BLOWER)

The Company has in place a Whistle Blower policy to establish a vigil mechanism for Directors/Employees and other stakeholders of the Company to report concerns affecting the smooth and efficient running of operations of the Company. This policy documents the Company''s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Company''s Code of Conduct.

The Vigil Mechanism (Whistle Blower) policy is available on Company''s website at the link: http://www.hindwarehomes. com/vigil-mechanism.aspx.

REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board has formulated Remuneration policy for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The Remuneration policy of the Company is enclosed as Annexure "F" to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements (please refer Note Nos. 14, 15, 20 and 48).

PARTICULARS OF EMPLOYEES

Information required as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is enclosed as Annexure G forming part of this Report.

INTERNAL CONTROLS

The Company deploys a robust system of internal controls that facilitates the accurate and timely compilation of financial statements and management reports, ensures regulatory and statutory compliance, and safeguards investor interest by ensuring the highest level of governance. The control system ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. A CEO and CFO Certificate included in the Corporate Governance Report confirms the existence of effective internal control systems and procedures in the Company.

The Audit Committee reviews the effectiveness of the internal control system across the Company. The Company''s internal control system comprises audits by outsourced consultants and supplemented by in-house Internal Audit Division.

INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate Internal Financial Controls which are tested from time to time for necessary improvement, if any required.

RISK MANAGEMENT

The Company has adopted a Risk Management policy which establishes various levels of accountability within the Company. The Company had also constituted a Risk Management Committee which ensures that the Company has appropriate and effective risk management systems which carries out risk assessment and ensures that risk mitigation plans are in place. In addition, all the key risks get continuously deliberated and discussed at the Risk Management Committee meetings as well as the Business Unit level.

The Company has been taking necessary steps to mitigate foreseeable business risks. Business risk evaluation and management is an ongoing and continuous process within the Company and regularly updated to the Audit Committee.

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

The Company has in place a Sexual Harassment policy in compliance with the requirements of the Sexual Harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Internal Complaints Committees (ICC) have been set up to redress complaints regarding sexual harassment, if any

The Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the Board of Directors of the Company. Mr. V K. Ajmera resigned as Chief Financial Officer of the Company with effect from 6 April 2015. Mr. Sandeep Sikka was appointed as Chief Financial Officer and designated as Key Managerial Personnel of the Company w.e.f. 6 April 2015.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajendra Kumar Somany, Chairman and Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

The present term of Mr. Sandip Somany as Joint Managing Director of the Company will expire by efflux of time on 30 November 2016. The Board is seeking shareholder''s approval at the ensuring Annual General Meeting for re-appointment of Mr. Sandip Somany and his re-designation as Vice Chairman and Managing Director of the Company, for a further period of five consecutive years, commencing from 1 December 2016 upto 30 November 2021. profile of Mr. Sandip Somany is given in the Statement under Section 102 of the Companies Act, 2013 to the Notice of the 56th Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criterias.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.

None of the Independent Directors are due for re-appointment.

TRAINING OF INDEPENDENT DIRECTORS

The details of programmes conducted for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company has been uploaded on the Company''s website at the web link http://www.hindwarehomes.com/training_ of_directors.aspx. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employee of the Company under any scheme.

4. Issue of Employees Stock Option to employee of the Company under any scheme.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

7. Business Responsibility Report as per Regulation 34 (2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the financial year 2015-2016 as per the SEBI Circular SEBI/ LAD-NRO/GN/2015-16/27 dated 22 December 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 29 January 2016.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company

For and on behalf of the Board of Directors

place: Gurgaon Rajendra Kumar Somany

Date: 23 May 2016 Chairman and Managing Director

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Fifty Fifth Annual Report and the Company''s audited financial statement for the financial year ended 31 March 2015

FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31 March 2015 is summarized below:

(Rs in lacs)

Parameters 2014-151 2013-14

Gross Revenue 2,00,477.12 1,88,909 28

Less: Excise duty 14,413 80 13,887 77

Net Revenue 1,86,063.32 1,75,021.51

EBIDTA 34,504 90 27,111 72

Profit before taxation and 15,224 64 9,751 81 extraordinary items

Add: Exceptional item - -

Profit before taxation 15,224 64 9,751 81

Less: Provision for taxation 4,809 67 4,131 84

Profit after taxation 10,414 97 5,619 97

Add: Balance brought forward 34,350 06 33,120 07

Amount available for appropriation 44,765 03 38,740 04

APPROPRIATIONS:

Operating loss due to merger of GPPL - 71 85

Carrying value of assets which has 435.14 - completed its depreciation period charged to opening balance of retained earning as per note 7(b) of Schedule II of Companies Act, 2013 (net of deferred tax)

Transferred to General Reserve 2,000 00 2,000 00

Proposed Dividend on equity shares 2,532 37 1,981 39

Tax on Proposed Dividend 503 93 336 74

Balance carried forward 39,293 59 34,350 06

OPERATIONAL REVIEW

Your Company performed satisfactorily, reinforcing its market position across business segments Your Company''s net sales grew by 6 06% to reach Rs 1,82,088 96 lacs in 2014-15, compared to Rs 1,71,683 29 lacs in 2013-14 The EBITDA went up by 27 27% to Rs 34,504 90 lacs in 2014-15 from Rs 27,111 72 lacs in 2013-14 Cash profit stood at Rs 21,473 60 lacs in 2014-15, compared to Rs 16,072 48 lacs in 2013- 14 Your Company''s PAT accelerated by 85 32% to Rs 10,414 97 lacs, compared to Rs 5,619 97 lacs in 2013-14 Your Company''s EPS grew to Rs 15 70 in 2014- 15, compared to Rs 8 51 in 2013-14, registering a 84 49% increase

Building Products Division

The gross revenue of the division grew by 6 21% to reach to Rs 98,698 90 lacs during 2014-15 from Rs 92,927 65 lacs in 2013-14 The operating profit grew to Rs 19,903 58 lacs in 2014-15 from Rs 19,701 75 lacs in 2013-14, registering a 1 02% increase Capital employed grew by 8 34% to Rs 94,991 35 lacs in 2014-15 as against Rs 87,676 06 lacs in 2013-14

The division undertook multiple initiatives to stay ahead of the curve

* Commenced commercial production at the Greenfield state- of-the-art highly automated ''faucet'' plant at Kaharani, Rajasthan, with an annual capacity of 2 5 million pieces

*Inducted Shah Rukh Khan (SRK) as the brand ambassador for hindware brand He will feature in hindware''s new 360-degree integrated campaigns across all media channels

* The division''s luxury brand Queo, inducted Jacqueline Fernandez as brand ambassador Her association will boost visibility and awareness of Queo as the bathroom space gradually shifts towards luxury

* Entered into an exclusive distribution agreement with Groupe Atlantic of France The alliance will augment the import of water heaters for the Indian market, co-branded as ''hindware - atlantic''

Packaging Products Division

The gross revenue for the division increased by 6 04%, and was marked at Rs 1,01,571 91 lacs in 2014-15, compared to Rs 95,788 32 lacs in 2013-14 The year under review also registered excellent operational profit at a staggering growth rate of 80 98%, surging the figures from Rs 9,784 78 lacs in 2013-14 to Rs 17,708 80 lacs in 2014-15 The capital employed in this division decreased from Rs 1,32,058 28 lacs in 2013-14 to Rs 1,23,119 18 lacs in 2014-15

The division witnessed an operational turnaround and put in place a robust operational architecture

* The division registered a produce of 1,660 million units of glass containers in 2014-15

* Changed over to alternate fuel in container glass production to reduce operational costs

* Invested in modern technology and equipment to upgrade the quality and functionality of products to address changing industry trends and consumer requirements

* Focused on debottlenecking of existing facilities to improve operating efficiencies

* Increased the average container glass capacity utilisation to 68 8% in 2014-15, through process up- gradation and higher demand Fifty new glass bottles were introduced, including 21 light-weight bottle varieties and 20 new PET bottles

*Reduced the manufacturing cost to improve the profit margin

* Added 102 new clients to the existing customer base

* PET production grew from 6,177 Mts in 2013-14 to 6,438 Mts in 2014-15, while average PET capacity utilisation grew to 65 9% in 2014-15

There is no change in the nature of the business(es) during the year

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year of the Company to which the financial statements relates and the date of this Report

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company has no material subsidiary in accordance with the provisions of clause 49 of the Listing Agreement No company ceased or became the subsidiary/ joint venture/associate company of the Company during the Financial Year 2014-15

During the year the Board of Directors reviewed the affairs of the subsidiaries In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report

Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 forms part of the consolidated financial statement and hence not repeated here for the sake of brevity

The statement provides the details of performance, financial positions of each of the subsidiary

In accordance with Section 136 of the Companies Act, 2013, the audited financial statement, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company''s website http://www hindwarehomes com These documents will also be available for inspection during business hours at our registered office in Kolkata, India, between 12-00 Noon to 2-00 P M till the date of AGM

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www hindwarehomes com/ pdf/Policy-on-Material-Subsidiaries pdf

DIVIDEND

Your Directors have recommended a dividend of Rs 3 50 (i e 175%) per equity share (last year Rs 3 00 (i e 150%) per equity share) on equity shares of Rs 2/- each for the financial year ended 31 March 2015, amounting to Rs 3036 30 lacs (inclusive of Dividend Distribution Tax Rs 503 93 lacs) The dividend payout is subject to approval of members at the ensuing Annual General Meeting

The dividend will be paid to members whose names appear in the Register of Members as on 16 September 2015 and in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on 15 September 2015

TRANSFER TO RESERVES

The Company proposes to transfer Rs 2,000 lacs to the general reserves

DEPOSITS

We have not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the Balance Sheet date

AUDITORS AND AUDITORS'' REPORTS

Statutory Auditors

M/sWalker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors of the Company, having Firm''s Registration No 001076N/N50001 3 hold office till the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment The Company has obtained written confirmation from the Statutory Auditors, confirming that they are eligible for appointment as Auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified under Section 141 of the Companies Act, 2013

The Audit Committee and the Board of Directors recommend re-appointment of M/sWalker Chandiok & Co LLP, Chartered Accountants, having firm Registration No 001076N/N500013 as the Company''s Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company

The Notes on Financial Statement referred to in the Auditors'' report are self-explanatory and therefore do not require any further comments

Secretarial Auditor

The Board had appointed M/s Drolia & Company,Practicing Company Secretaries, Kolkata, having CP No 1362 to conduct Secretarial Audit for the financial year 2014-15, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Secretarial Audit Report in Form MR - 3 for the financial year 2014- 15 is enclosed herewith as Annexure A to this Report The Secretarial Audit Report does not contain any observation or adverse remark

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

The particulars as prescribed in sub- section (3)(m) of section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are enclosed as Annexure B to this Report

SHARE CAPITAL

During the year under review, the Company has issued 6,250,000 equity shares of Rs 2/- each at a premium of Rs 398/- to Qualified Institutions Buyers under Qualified Institutional Placement The paid-up Equity Share Capital as on 31 March 2015 was Rs 1,445 97 lacs

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return in Form No MGT - 9 is enclosed as Annexure C to this Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors in terms of Section 134(3) (c) of the Companies Act, 2013 state that:

a) in the preparation of the annual accounts for the year ended 31 March 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2015 and of the profit of the Company for the year ended on that date;

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

d) the Directors had prepared the annual accounts on a ''going concern'' basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis and therefore provisions of section 188 of the Companies Act, 2013 are not attracted Thus, disclosure in Form AOC-2 is not required During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www hindwarehomes com/ pdf/Related-Party-Transaction-Policy pdf

Your Directors draw attention of the members to Note 39 to the financial statement which sets out related party disclosures

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provisions under Section 135 of the Companies Act, 2013, all companies having net worth of Rs 500 crores or more, or turnover of Rs 1,000 crores or more or a net profit of Rs 5 crores or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of Board of Directors comprising three or more directors, at least one of whom should be an Independent Director and such Company shall spend 2% of the average net profits of the Company made during the three immediately preceding financial years

Accordingly CSR Committee has been constituted by the Company comprising Mr Salil Bhandari (Chairman), Mr Rajendra Kumar Somany and Mr Sandip Somany as other members of the Committee

The CSR Committee has also framed a Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board, indicating the activities to be undertaken by the Company to fulfil the expectation of our Stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of our Company The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013

The guiding principles for all CSR initiatives of the Company are as follows:

* Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company''s profits for social projects

* Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting

* Creating opportunities for employees to participate in socially responsible initiatives

The CSR Policy may be accessed on the Company''s website at the link: http:// www hindwarehomes com/pdf/CSR Policy HSIL pdf

The Annual Report on CSR Activities is enclosed as Annexure D

NUMBER OF BOARD MEETINGS

During the year under review, four Board Meetings were convened and held For further details, please refer Report on Corporate Governance which is forming part of this Annual Report

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr V K Bhandari (Chairman), Mr Salil Bhandari, Mr N G Khaitan and Mr Ashok Jaipuria For further details, please refer Report on Corporate Governance which is forming part of this Annual Report

All the recommendations made by the Audit Committee were accepted by the Board

VIGIL MECHANISM (WHISTLE BLOWER)

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors/Employees and other stakeholders of the Company to report concerns affecting the smooth and efficient running of operations of the Company This Policy documents the Company''s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual, suspected fraud or violation of the Company''s Code of Conduct

The Vigil Mechanism (Whistle Blower) Policy is available on Company''s website at the link: http://www hindwarehomes com/vigil-mechanism aspx

REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board has formulated Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration

The Remuneration Policy of the Company is enclosed as Annexure E to this Report

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements (Please refer Note Nos 15, 16, 21 and 39)

PARTICULARS OF EMPLOYEES

Information required as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure F forming part of this Report

INTERNAL CONTROLS

The Company has in place adequate internal control systems, which commensurate with its size, nature of business and complexity of its operations and are designed to provide a reasonable degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguard for assets, internal control over financial reporting, and compliance with applicable laws and regulations

Internal audit function evaluates the adequacy of and compliance with policies, plans,regulatory and statutory requirements The Internal Auditors directly report to the Board''s Audit Committee, thus ensuring the independence of the process It also evaluates and suggests improvement in effectiveness of risk management, controls and governance process The Audit committee and Board provides necessary oversight and directions to the Internal audit function and periodically reviews the findings and ensures corrective measures are taken

RISK MANAGEMENT

The Company has adopted several strategies for Risk Management to mitigate risks and uncertainties Controls have been put in place to quickly and systematically identify, prioritise, monitor and mitigate such risks on a constant basis This is a real-time and ever-evolving area, given the dynamic nature of the environment

The Company has devised its Risk Management Policy and also constituted a Risk Management Committee which ensures that the Company has an appropriate and effective Risk Management System with appropriate Policies and Process which carries out risk assessment and ensures that risk mitigation plans are in place In addition, all the key risks get continuously deliberated and discussed at the Group Executive Committee level as well as the Business Unit level

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

The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment The Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment, if any

The Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the members approved the appointment of Ms Sumita Somany as a Non-executive Non-Independent Director who is liable to retire by rotation and Mr N G Khaitan, Mr Salil Bhandari, Mr V K Bhandari, Mr Ashok Jaipuria and Dr Rainer Siegfried Simon as Independent Directors who are not liable to retire by rotation The members have also re-appointed Mr Rajendra Kumar Somany as Chairman and Managing Director of the Company

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms Sumita Somany, Non executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment

During the year, Mr Rajendra Kumar Somany, Chairman and Managing Director, Mr V K Ajmera, Chief Financial Officer and Ms Payal M Puri, Company Secretary, were designated as Key Managerial Personnel of Company However, due to the enhanced roles and responsibilities of Hindware Home Retail Private Limited (wholly owned subsidiary of the Company), Mr V K Ajmera assumed the complete responsibility of Hindware Home Retail Private Limited and resigned as Chief Financial Officer of the Company with effect from 6 April 2015 Mr Sandeep Sikka was appointed as Chief Financial Officer of the Company and Key Managerial Personnel with effect from 6 April 2015

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges

BOARD EVALUATION

In accordance with Clause 49 of the Listing Agreement, it is mandatory that the Board shall monitor and review the Board Evaluation Framework The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board In addition, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria

In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors

The evaluation process has been explained in the Corporate Governance Report section of the Annual Report

None of the Independent Directors are due for re-appointment

TRAINING OF INDEPENDENT DIRECTORS

The details of programmes conducted for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company has been uploaded on the Company''s website at the web link http://www hindwarehomes.com/training of directors aspx For further details, please refer Report on Corporate Governance which is forming part of this Annual Report

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1 Details relating to deposits covered under Chapter V of the Act

2 Issue of equity shares with differential rights as to dividend, voting or otherwise

3 Issue of shares (including sweat equity shares) to employee of the Company under any scheme

4 Issue of Employees Stock Option to employee of the company under any scheme

5 Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries

6 No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future

7 Business Responsibility Report as per Clause 55 of the Listing Agreement with the Stock Exchange, describing the initiatives taken by Company from an environmental, social and governance perspective is not applicable to the Company, as per SEBI Circular CIR/CFD/ DIL/8/2012, dated 13 August 2012

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives and staff of the Company

For and on behalf of the Board of Directors

Place: Gurgaon Rajendra Kumar Somany Date: 18 May 2015 Chairman and Managing Director

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 54th Annual Report and Audited Financial Statements of your Company for the year ended 31 March 2014.

(Rs. in crores) Parameters 2013-14 2012-13*

Gross Revenue 1,889.09 1,709.96

Less: Excise duty 138.88 131.61

Net revenue 1,750.21 1,578.35

EBITDA 271.11 264.11

Profit before taxation and extraordinary 97.52 115.09 items

Add: Exceptional item - 23.66

Profit before taxation 97.52 138.75

Less: Provision for taxation 41.32 39.63

Profit after taxation 56.20 99.12

Add balance brought forward 331.20 275.26

Amount available for appropriation 387.40 374.38 Appropriations

Operating Loss due to merger of GPPL 0.72 -

Transferred to General Reserve 20.00 20.00

Proposed dividend on equity shares 19.81 19.81

Tax on Proposed Dividend 3.37 3.37

Balance carried forward 343.50 331.20

* Previous year figure are not comparable due to merger of Garden Polymers Private Limited (Wholly owned subsidiary) with HSIL Limited

Operational Review

Your Company recorded an improved performance backed by the merger of Garden Polymers. The consolidated revenues went up by 10.48% to Rs. 1,889 crores in 2013-14 compared to Rs. 1,709 crores in 2012-13. The EBITDA went up by 2.65% to Rs. 271.11 crores in 2013-14 from Rs. 264.11 crores in 2012-13. Your Company''s Cash Profit stood at Rs. 160.72 crores in 2013-14 as against Rs. 220.46 crores in 2012-13. However, Net Profit declined by 43.30% at Rs. 56.20 crores in 2013-14 from Rs. 99.12 crores in 2012-13. But not considering exceptional item of last year''s positive, fall in net profit is 25.52%.

The Building Products Division recorded an impressive 17.88% increase in the gross revenues to Rs. 929.28 crores in 2013-14 from Rs. 788.44 crores in the previous year. Gross revenues for your Company''s Packaging Products Division* stood at Rs. 957.88 crores in 2013-14 which represented an increase of 4.28% from Rs. 918.54 crores in 2012-13.

*The Container Glass Division has been re-named as the ''Packaging Products Division'' following the merger of Garden Polymer Pvt. Ltd. As such, the figures for the Packaging Products Division will not be comparable to the previous year''s figures for the Container Glass Division.

Business Division Review

Performance of the Building Products Division

Several factors, such as enhanced and enriched product mix, increase in prices and volume growth, resulted in an impressive 18.01% growth in net sales for the Building Products Division in 2013-14. The robust sales growth can be vastly attributed to numerous new product launches under hindware Italian Collection range and first full year of operations of Queo brand of products which have been very well received in the market.

Some of the major achievements of our Building Products Division include:

* BWe are the first Company in India to introduce water efficient products in the market. We launched an exclusive eco-ware range of star-rated water efficient closets that have been certified by the International Association of Plumbing and Mechanical Officials (IAPMO), USA.

* Our observation and analysis of market dynamics coupled with consumer''s need for choice and design, we launched 100 new designs across our range of Bathroom Suites constituting European Water Closets (EWC), Wash Basins and Faucets characterised by clean lines, smooth surfaces with intricate details under our hindware Italian Collection. Luxury brand QUEO also introduced high end bathroom products designed by reputed international designers highlighted by their signature styles.

* 2013-14 marked the launch of our QUEO Emporio showrooms, in Gurgaon and Delhi. These experiential showrooms not only display the complete range of QUEO products for our discerning customers they allow the patrons to familiarise with the brand and build a relationship before buying.

* In early 2013, we launched the ''hindware'' experiential store, ''hindware Arcade'' in Chennai. The newly inaugurated hindware Arcade exhibits the entire product basket marketed under hindware, Amore and Vents brand under one roof.

* We introduced a new category for wellness range of bathroom products under brand ''Amore''. The progressing view of bathrooms as spa initiated this move, which broadened our product portfolio.

* We expanded our tile range with the launch of HD Digital (high definition image digital printing technology). HD Digital technology allows printing variety of vibrant colours with sharpness and accurate details in designs on the entire surface till edges including structure surfaces and bevelled edges.

Performance of the Packaging Products Division

The Company''s newly named Packaging Products Division (earlier known as Container Glass Division) witnessed a 4.64% rise in net sales this year. Several factors such as the GPPL merger, adoption of customised technologies to produce specially coloured bottles, chemical and lightweight bottles contributed to this.

Some of the major milestones achieved by our Packaging Products Division include:

* We have pioneered the manufacturing of specially coloured bottles - a new product category in the domestic market segment. This was made possible by the adoption of specialised German technology and advanced machinery for this purpose. We currently produce dead leaf, dark green and dark blue coloured bottles under this category. These bottles are import substitutes and have been well received by customers.

* We have significantly increased our capacity for the manufacture of chemical bottles.

* We have successfully commenced the production of lightweight wine bottles, which too fall under import substitutes.

Dividend

Your Directors recommend a dividend of Rs. 3.00 per share (previous year Rs. 3.00 per share) on equity shares of Rs. 2.00 each, for the year ended 31 March 2014, for consideration of the Members at their ensuing Annual General Meeting. Total outgo on this account will be Rs. 23.18 crores, including dividend distribution tax Rs. 3.37 crores.

Appropriations

A sum of Rs. 20 crores has been transferred to the General Reserve account of the Company and the balance of Rs. 343.50 crores has been carried to surplus in statement of profit and loss.

Management Focus

A Company with a rich legacy of more than five decades backed by operational excellence, HSIL is a largest player in the domestic sanitaryware segment and ranks second in the Container Glass industry in India. Backed by a well-entrenched large distribution network in the industry, we are engaged in a process of uninterrupted practice for innovation and product upgradation. This enables us to significantly improve our product portfolio, even as we widen our presence along the entire value chain and across all possible price points. This working methodology helps us to meet the shifting requirements of our aspirational customer base under both the Building Products and Packaging Products Divisions. Our enhanced production efficiencies and a cost-effective service delivery model further develops our long-term growth prospects to provide value to all concerned stakeholders.

Scheme of Amalgamation

Garden Polymers Private Limited, (GPPL), a wholly owned subsidiary of the Company stood merged with the Company with effect from 1 April 2012, the appointed date fixed for the purpose in terms of the Scheme of Amalgamation approved by the Hon''ble High Court, Calcutta, vide Order dated 9 January 2014, certified copy of which was made over to the Company on 13 March 2014 and subsequently filed with Registrar of Companies, West Bengal. Consequent upon this all the assets and liabilities of GPPL became the assets and liabilities of the Company and accordingly given effect of the same in the financials of the Company.

Directors

The present term of Mr. Rajendra Kumar Somany, the Chairman and Managing Director, will expire by efflux of time on 8 January, 2015. The Board is seeking re-appointment of Mr. Rajendra Kumar Somany as the Chairman and Managing Director, whose office will be liable to retire by rotation, for a further period of 3 years commencing from 9 January 2015 upto 8 January 2018. Profile of Mr. Rajendra Kumar Somany is given in the Statement under Section 102 of the Companies Act, 2013 to the Notice of the 54th Annual General Meeting of the Company.

In pursuance of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Ashok Jaipuria, Mr. Vijay Kumar Bhandari, Mr. N.G Khaitan and Mr. Salil Bhandari as Independent Directors not liable to retire by rotation for a term upto five consecutive years commencing from 27 September 2014. Profile of all such Directors are mentioned in the Statement under Section 102 of the Companies Act, 2013 attached to the Notice of the 54th Annual General Meeting of the Company. The Company has received declarations from all the above Independent Directors confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has received requisite notice in writing from Members proposing their appointments as Independent Directors not liable to retire by rotation, at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Sumita Somany was appointed as an Additional Director w.e.f 29 May 2014 and she shall hold office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Ms. Sumita Somany for appointment as Director liable to retire by rotation at the ensuing Annual General Meeting of the Company.

In accordance with the provisions under Section 152 of the Companies Act, 2013, read with the Company''s Articles of Association, Mr. G. L Sultania, Director of the Company retires by rotation at the ensuing Annual General meeting and being eligible, offers himself for re-appointment.

Corporate Governance

A detailed report on the Corporate Governance Code and practices of the Company along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement are given in a separate section and forms part of this Annual Report.

Further, the Management Discussion and Analysis Report is appended to and forms part of the Annual Report.

Wholly-Owned Subsidiaries

As per the requirement under Section 212 (3) of the Companies Act, 1956, a statement of particulars of the Company''s Subsidiaries for the year ended 31 March 2014, is annexed hereto and forms part of this Report.

Particulars under Section 212(8) of the Companies Act, 1956

In terms of general exemption granted by the Ministry of Corporate Affairs, copies of Balance Sheet, Statement of Profit and Loss, Reports of the Board of Directors and Auditors of the Subsidiary Companies (including step down Subsidiary Companies) have not been attached to the Company''s Balance Sheet, as required under Section 212 (8) of the Companies Act, 1956. These documents will be made available upon receipt of request from the Company''s shareholders and shall be kept open for inspection by any shareholder at the Registered Office of the Company and that of the respective Subsidiary Companies.

However, as directed by the said Ministry, the financial data of the Company''s Subsidiaries have been furnished under Financial Information of Subsidiary Companies forming a part of the Annual Report. Further, pursuant to Accounting Standard-21, specified in the Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements presented by the Company include the financial information of its Subsidiaries.

Employees

At HSIL, our highly skilled workforce is our most valuable asset. The Company''s people development endeavours are designed to ensure optimal utilisation of employee potential which would, in turn, provide us with a competitive advantage over our competitors. We continue to empower our employees in every possible manner as per individual requirements which will help them realise their true potential and consequently help HSIL to grow as well. We make every attempt to connect with our employees much beyond the professional realm of their activities, and thereby strive to become a preferred employer by choice.

Statutory Disclosures

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars of Employees) Rules, 1975, the statement giving names and other particulars of the employees annexed hereto forms part of this Report.

Fixed Deposit

Your Company did not invite or accept any fixed deposit pursuant to provisions of Section 58A of the Companies Act, 1956, during the year.

Directors'' Responsibility Statement pursuant to section 217 (2AA) of the Companies Act, 1956

Your Directors hereby confirm that to prepare the annual accounts, applicable accounting standards were followed, along with proper explanation relating to material departures, if any.

Your Directors selected such accounting policies, applied them consistently, and judged and estimated reasonably and prudently to give a true and fair view of your Company''s state of affairs and its profit at the end of the financial year.

Your Directors took proper and sufficient care to maintain adequate accounting records, in accordance with the provisions of this Act, for safeguarding your Company''s assets, and for preventing and detecting fraud and other irregularities.

Your Directors prepared the annual accounts on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings / Outgo

Information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988, is annexed to this Report.

Statutory Auditors

The Company''s Statutory Auditors, M/s Walker Chandiok & Co LLP, Chartered Accountants, retire at the ensuing Annual General Meeting. They have confirmed their eligibility for re-appointment in terms of Section 139 of the Companies Act, 2013.

The Audit Committee and the Board of Directors recommend appointment of M/s Walker Chandiok & Co LLP as the Company''s Statutory Auditors from the conclusion of the ensuing Annual General Meeting to the end of the next one.

The notes to the accounts referred to in the Auditors'' Report are self- explanatory and, therefore, do not require any further comments under Section 217 (3) of the Companies Act, 1956.

Cost Auditors

The Company has appointed M/s Narasimha Murthy & Co., Cost Accountants, Hyderabad, for auditing the cost accounting records of the Company''s Glass Division and Building Products Division (Sanitaryware and Faucets) for the financial year 2013-14.

Internal Audit

The Company maintains a system of internal controls designed to provide a high degree of assurance regarding effectiveness and efficiency of operations, safeguard of assets, reliability of financial controls, and compliance with applicable laws and regulations.

Recognising the important role of Internal audit, the Company has an internal audit function which independently evaluate the appropriateness of, and compliance with policies, plans, regulatory and statutory requirements. In line with international practice, the conduct of internal audit is oriented towards the review of internal controls and risks in Company''s operations. It also assesses and suggests improvement in risk management efficacy, controls and governance process. The Audit committee and Board provides necessary oversight and directions to the Internal audit function and periodically reviews the findings and ensures corrective measures are taken.

HSIL''s manufacturing facilities endorses the highest health, safety, security and environmental standards.

Appreciation

Your Directors would like to express their sincere appreciation to all the banks, financial institutions, Government authorities, customers, vendors and members who have extended their unstinted support and co-operation during the year under review. The Board would also like to take this opportunity to express their deep sense of gratitude, commitment and dedication shown by the Company''s executives, staff and workers during the course of its operations in this year.

For and on behalf of the Board of Directors

Rajendra K Somany Chairman and Managing Director

Place: Gurgaon Date: 29 May 2014

Mar 31, 2012

The Directors are pleased to present their 52nd Annual Report and Audited Financial Statements of your Company for the year ended 31 March 2012.

FINANCIAL RESULTS AT A GLANCE (Rs. in lacs)

Parameters 2011-12 2010-11

Gross revenue 1,44,416 1,12,977

Less excise duty 9,930 7,396

Net revenue 1,34,486 1,05,581

EBITDA 25,828 21,659

Profit before taxation and extraordinary items 16,266 12,746

Less extraordinary item - -

Profit before taxation 16,266 12,746

Less provision for taxation 5,256 4,011

Profit after taxation 11,010 8,735

Add balance brought forward 20,819 15,003

Amount available for appropriation 31,829 23,738

Appropriations

Transferred to General Reserve 2,000 1,000

Proposed dividend on equity shares 1,981 1,651

Corporate dividend tax 322 268

Balance carried forward 27,526 20,819

PERFORMANCE ANALYSIS

During the year 2011-12, revenues strengthened 27.83% from Rs. 1,12,977.38 lacs to Rs. 1,44,415.87 lacs, EBIDTA increased 19.25% from Rs. 21,659.42 lacs to Rs. 25,827.86 lacs, cash profits improved 4.79% from Rs. 15,985.00 lacs to Rs. 16,751.20 lacs and PAT surged 26.04% from Rs. 8,735.20 lacs to Rs. 11,009.90 lacs.The gross revenues from the Container Glass Division increased 31.21% from Rs. 60,089.21 lacs to Rs. 78,842.27 lacs while the Building Products Division witnessed a gross revenue growth of 23.85% from Rs. 52,681.06 lacs to Rs. 65,246.65 lacs.

PAT and EBIDTA margins, however, declined marginally owing to higher raw material, logistics, fuel cost and initial cost of new product / brand launches. Thanks to the Company's excellent operational efficiencies, the overall impact on the margins was much lower.

Interest cover went up from 6.08 to 6.64 times, reflecting balance sheet strength. EPS went up 15.21% from Rs. 14.47 to Rs. 16.67, strengthening shareholder's value.

There are number of factors attributable to Company's satisfactory performance despite a challenging scenario. These include:

Ongoing business expansions, resulting in higher volumes

Consistent product quality aligned to customer expectations resulting in higher realisations

Introduction of new product range in the existing line of business

Introduction of products targeting premium and super premium segment of the market

Strengthening distribution reach to tier II and tier III cities by adding new dealers and retailers

Focussing towards improving operational excellence

BUSINESS DIVISION REVIEW

Performance of the Building Products Division

The divisional net revenues increased 23.70%, owing to additional sale generated from the increased capacities at the Bibinagar facility as well as introduction of new products.

Major initiatives

Added 510 dealers and penetrated into 125 new towns

Added new products in the sanitaryware, faucets, kitchen appliances and tiles

Introduced extractor fans through a strategic alliance with one of the largest European manufacturer

Added new brand QUEO targeting the luxury and super premium segment of the market

Chalked out greenfield expansion plans for sanitaryware and faucets

Completed brownfield expansion at Bibinagar adding 0.7 million pieces

Performance of the container Glass Division

The divisional net revenues increased 30.62%, owing to higher production volumes and addition of new customers during the year.

Major initiatives

Completed brownfield capacity expansion, increasing its total capacity from 1,125 tpd (1,643 million units) to 1,600 tpd (2,300 million units)

Acquired Garden Polymers Private Limited and marked an entry into the PET bottle segment

Implemented measures towards improving plant efficiencies and cost reduction

ACQUISITION OF GRADEN POLYMERS PRIVATE LIMITED

HSIL has acquired 100% equity share capital of M/s Garden Polymers Private Limited with effect from 12 August 2011 under Share Purchase Agreement dated 2 June 2011 and Amendment Agreement dated 8 June 2011.

M/s Garden Polymers Pvt. Ltd. is engaged in the business of manufacturing PET bottles, caps and closures, having plants at Dharwad (Karnataka) and Selaqui (Uttarakhand). It is a leading supplier to premier customers in Liquor, Pharma and FMCG Industry.

This acquisition has synergies with company's container glass division which supplies to the similar set of customers. This will further strengthen company's position as packaging solution provider and will be value accretive for its shareholders.

DIVIDEND

Your Directors recommend a dividend of Rs. 3.00 per share (previous year Rs. 2.50 per share) on equity shares of Rs. 2.00 each for the year ended 31 March 2012, for consideration of the Members at the ensuing Annual General Meeting. Total outgo on this account including tax thereon will be Rs. 2,302.82 lacs.

SCHEME OF ARRANGEMENT / BUSINESS RECONSTRUCTION RESERVE

In accordance with the Scheme of Arrangement sanctioned by Hon'ble High Court Calcutta under Section 391-394 of the Companies Act, 1956, on 26 March 2010, the Board of Directors have approved creation of additional Business Reconstruction Reserve of Rs. 22,500.00 lacs by revaluation of land owned by the Company at Sanathnagar and Isnapur, Andhra Pradesh.

MANAGEMENT FOCUS

HSIL has maintained its leadership position in the Sanitaryware market and continues to be the second largest player in the Container Glass Industry. Your Company further seeks to sustain its leadership by aligning its capacities with the market demand and delivering upon the customer's expectations. Strong logistics and distribution network, innovative ATL and BTL promotions, brand portfolio, design engineering, production efficiencies and efficient service delivery model will further augment our long-term growth prospects.

The management also seeks to invest in good governance and fiscal discipline in accordance with the best practices relevant globally.

DIRECTORS

In accordance with the applicable provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. V.K. Bhandari, Mr. S.B. Budhiraja and Mr. Binay Kumar, Directors of the Company retire by rotation at the ensuing Annual General Meeting.

Mr. V.K. Bhandari, being eligible, offers himself for re-appointment.

Mr. S.B. Budhiraja and Mr. Binay Kumar have expressed their inability to be re-appointed. The Board records its deep appreciation for the valuable contribution made by both Mr. Budhiraja and Mr. Binay Kumar during their tenure as Directors of the Company.

Mr. Salil Kumar Bhandari appointed as an Additional Director on the Board with effect from 29 May 2012, holds office till the ensuing Annual General Meeting of the Company. Notice under Section 257 of the Companies Act, 1956 has been received from a Member of the Company signifying his candidature, for his appointment as a Director of the Company.

CORPORATE GOVERNANCE

A detailed report on the Corporate Governance Code and practices of the Company along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement are given in a separate section in this Annual Report.

Further, the Management Discussion and Analysis Report is appended to and forms a part of the Annual Report.

WHOLLY OWNED SUBSIDIARIES

As per the requirements under Section 212 (3) of the Companies Act, 1956, a statement of particulars of the Company's subsidiaries for the year ended 31 March 2012, is annexed hereto and forms part of this Report.

PARTICULARS UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956

In terms of general exemption granted by the Ministry of Corporate Affairs, copies of Balance Sheet, Statement of Profit and Loss, Reports of the Board of Directors and Auditors of the subsidiary Companies (including step down subsidiary Companies) have not been attached to the Balance Sheet of the Company as required under Section 212 (8) of the Companies Act, 1956. These documents will be made available upon receipt of request from shareholders of the Company and shall be kept open for inspection by any shareholder at the Registered Office of the Company and that of the respective subsidiary Companies.

However, as directed by the said Ministry, the financial data of the Company's subsidiaries have been furnished under Financial Information of Subsidiary Companies forming part of the Annual Report. Further, pursuant to Accounting Standard-21 specified in the Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements presented by the Company include financial information of its Subsidiaries.

EMPLOYEES

The leadership position attained by the Company over the years is largely due to the dedication and commitment of our people - the most valuable assets of the Company. Our scalable recruitment and human resources management process enable us to attract and retain high-caliber employees. We encourage innovation, meritocracy and the pursuit of excellence. Besides, we continuously impart adequate training and ensure right environment to maximise team effort while enhancing individual growth potential. The Directors record their appreciation of the support and contribution of all employees towards the growth of the Company.

STATUTORY DISCLOSURES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars of Employees) Rules, 1975, the statement giving names and other particulars of the employees annexed hereto forms part of this report.

FIXED DEPOSIT

Your Company did not invite or accept any fixed deposit pursuant to provisions of Section 58A of the Companies Act,1956, during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Your Directors hereby confirm that in the preparation of annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures, if any.

Your Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period.

Your Directors took proper and sufficient care for maintaining adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

Your Directors prepared the annual accounts on a going concern basis.

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

Information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed to this Report.

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s Walker, Chandiok & Co., Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility for reappointment in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee and the Board of Directors recommend appointment of M/s Walker, Chandiok & Co. as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting upto the conclusion of the next Annual General Meeting of the Company.

The notes to the accounts referred to in the Auditors' Report, are self-explanatory and therefore, do not require any further comments under Section 217 (3) of the Companies Act, 1956.

COST AUDITORS

In accordance with Order F. No. 52/26/CAB-2010 dated 30 June 2011, issued by Ministry of Corporate Affairs, Government of India, the Board of Directors of the Company appointed M/s. Narasimha Murthy & Co., Cost Accountants, Hyderabad, as the Cost Auditor for the Glass Division of the Company for conducting audit of cost accounts of the said division for the year ended 31 March 2012.

INTERNAL AUDIT

The Company has in place adequate internal control systems commensurate with its size and nature of business. These are routinely tested by Internal Auditors and cover all offices, factories and key areas of business to provide a reasonable assurance in respect of providing financial and operational information, compliance with applicable statutes, safeguarding assets of the Company and compliance with policies and procedures.

Independence of the audit is ensured by their direct reporting to the Audit Committee of the Board. The Audit Committee reviews 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 systems.

APPRECIATION

Your Directors would like to express their sincere appreciation for the valuable support and cooperation received from bankers, business associates, financial institutions, shareholders, various departments of Governments and other stakeholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by the entire team of the Company, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Place: Gurgaon Rajendra K Somany

Date: 29 May 2012 Chairman and Managing Director

Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present their 51st Annual Report and Audited Financial Statements of your Company for the year ended 31 March 2011.

Financial Results at a glance

(Rs. in lacs) Parameters 2010-11 2009-10

Gross revenue 112,977 84,964

Less excise duty 7,396 4,699

Net revenue 105,581 80,265

EBITDA 21,659 15,480

Profit before taxation and extraordinary items 12,746 6,568

Less extraordinary item - -

Profit before taxation 12,746 6,568

Less provision for taxation 4,011 1,325

Profit after taxation 8,735 5,243

Add balance brought forward 15,003 11,648

Amount available for appropriation 23,738 16,890

Appropriations

Transferred to General Reserve 1,000 600

Proposed dividend on equity shares 1,651 1,101

Corporate dividend tax 268 186

Balance carried forward 20,819 15,003

PERFORMANCE ANALYSIS

Revenues for the year 2010-11 crossed the Rs. 100,000 lacs milestone. Net Profits surged by 67% to reach Rs. 8,735 lacs, strengthening the growth momentum throughout the organisation. The Company has in place increased capacity, improved manufacturing efficiency and an expanding sales network to drive accelerated growth. Effective cost control has resulted in improved margins.

Financial highlights of 2010-11 include the annual revenue increase by 33% nearing Rs.113,000 lacs, EBITDA growth of 40% crossing Rs. 21,600 lacs, EBIT Margin improved by 234 basis points to 15.75%, Cash Profit growth of 41% to Rs. 15,985 lacs which is indicative of the Company's financial strength and an EPS jump of 52% touching Rs. 14.47 per share.

The Container Glass Division experienced gross revenue growth of 31% to stand at Rs.60,089 lacs and the Building Products Division experienced a gross revenue growth of 36% to stand at Rs. 52,681 lacs.

The Company continued to focus on ensuring a strong balance sheet together with a consistent growing profitability. The debt equity was maintained at 0.65 in 2010-11 as against 1.25 in 2009-10, an interest cover of 6.08 in 2010- 11 as against 3.86 in 2009-10. The total net worth of the Company increased to Rs. 60,349 lacs in 2010-11 as against Rs. 39,008 lacs in 2009-10.

The profits were a result of increased capacity, acquisitions, improvement in manufacturing efficiency, extension of sales network and control of costs. Both business divisions contributed strongly to hSIL's commendable performance for the year. ongoing business expansion and business improvement initiatives have demonstrated favourable outcomes. Focused approach towards customers through deeper penetration in the market, new product introductions and market promotions have had an overarching benefit for business dynamics. our consistent and dedicated focus on premium products across all product categories in the Building Products Division continues to depict favourable results.

The following strategies were the major contributors to this commendable performance:

Differential positioning of the Company's products

- Continuous developments in the product offering, based on the consumer preference and demand

- Increased focus on the value-added product segments of faucets, kitchen appliances and tiles

- Cost control measures undertaken

- Enhanced distribution network strength

- Continuous process innovation for better capacity utilisation

Business Division Review

Performance of the Building Products Division in 2010-11

The divisional gross revenues grew 36%, mainly on account of higher share of premium products segment and increased volume.

Major initiatives

Strengthened distribution channel to deepen market reach

Rebranding the hindware logo

Launched new products and brands

Acquired Barwood Products, uK

organised numerous architects and plumbers meets

Enhanced production efficiencies through in-process innovations

Performance of the container glass Division in 2010-11

The divisional gross revenues increased 31%, on account of increased production volume and better product mix at the production units.

Major initiatives

The container glass green field facility at Bhongir continued successful operations

The debottlenecking exercise at the Sanathnagar facility led to capacity expansion of 50 TPD

Strengthened quality checks

Secured and strengthened raw material supplier base

Optimised fuel consumption

acquisition oF uK BaseD BaRwooD PRoDucts

HSIL has, through its step down subsidiary, haas International B.v., based in Netherlands, acquired 100% equity share capital of Barwood Products (Staffordshire) Ltd. (now Barwood Products Ltd. with effect from 16 December 2010), against a consideration of EuRo 1155684 under a definitive Share Purchase Agreement dated 24 June 2010 in an all cash transactions.

The acquisition would help hSIL strengthen its reach in uK and other Countries in Europe. hSIL plans to launch the product portfolio of Barwood Products in India, to service niche customer segment in domestic market.

DIVIDEND

Your Directors recommend a dividend of Rs. 2.50/- per share on equity shares of Rs. 2/- each for the year ended 31 March 2011, for consideration of the Members at their ensuing Annual General Meeting. Total outgo on this account including tax thereon will be Rs. 1,919 lacs.

APPROPRIATIONS

A sum of Rs. 1,000 lacs has been transferred to the General Reserve account of the Company and the balance of Rs. 20,819 lacs has been carried to its Profit and Loss account.

MANAGEMENT FOCUS

HSIL is a leading player in both, Building Products and the Container Glass industry. The Company endeavours to anticipate customer needs and strives to deliver products and services to customers at the earliest, leveraging the strength of its well established distribution network. The Company strives to maintain a long-term association with the customers by satisfying their ever changing needs. hSIL seeks to achieve sustainable growth by strengthening its relationships with various customers and channel partners, penetrating unexplored markets, increasing production efficiencies, expanding capacities, widening the product and brand portfolio and strengthening the distribution network. The management also seeks to invest in good governance and fiscal discipline in accordance with the best practices relevant globally.

DiRECTORS

In accordance with the applicable provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. G. L. Sultania, Mr. Ashok Jaipuria and Mr. N. G. Khaitan, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The tenure of Mr. Rajendra K Somany, Chairman and Managing Director of the Company expires on 8 January 2012. The Board has therefore, proposed to re-appoint him for a further period of three years w.e.f. 9 January 2012 on the remuneration and perquisites as set out in the relevant explanatory statement attached to the notice of ensuing Annual General Meeting and as may be approved by the Members at the said General Meeting.

Dr. Rainer Siegfried Simon, appointed as an Additional Director on the Board with effect from 18 May 2011, holds office till the ensuing Annual General Meeting of the Company. Notice under Section 257 of the Companies Act, 1956 has been received from a Member of the Company signifying his consent, for his appointment as a Director of the Company.

Keeping in view the vast experience and strong credentials of Dr. Simon in the global sanitaryware and faucet business, the Company intends to obtain expert advisory services of Dr. Simon in the best interest of the Company, for a period of two years with effect from 1 June 2011 at a remuneration of EuRo 50,000 (equivalent to Rs. 3,215,000/- per annum), subject however to the approval of Members of the Company at their ensuing Annual General Meeting and the Central Government.

INCREASE IN PAID-UP SHARE CAPITAL

During the year under review, the Company raised Rs. 1,499,942,721/- by way of issuance and allotment of 11020887 fully paid-up equity shares of Rs. 2/- each at a premium of Rs. 134.10/- per share on 6 october 2010, to qualified Institutional Buyers (qIB) through qualified Institutional Placement (qIP) as prescribed under Chapter

VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. Consequent upon, the Paid-up Share Capital of the Company has increased from Rs. 110,054,841/- to Rs. 132,096,615/-.

These equity shares were listed at the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. with effect from 12 october 2010.

CORPORATE GOVERNANCE

Your Company has been practicing the principle of good Corporate Governance over the years and it is a continuous and ongoing process. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective Corporate Governance System has been put in place in the Company, which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with.

A detailed report on the Corporate Governance Code and practices of the Company along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement are given in a separate section in this Annual Report.

Further, the Management Discussion and Analysis Report is appended to and forms a part of the Annual Report.

WHOLLY OWNED SUBSIDIARIES

As per the requirement under Section 212 (3) of the Companies Act, 1956, a statement of particulars of the Company's subsidiaries for the year ended 31 March 2011, is annexed hereto and forms part of this Report.

PARTICULARS UNDER SECTION 212(8) OF THE COMPANIIES ACT, 1956

In terms of general exemption granted by the Ministry of Corporate Affairs under Section 212 (8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiary Companies (including step down subsidiary Companies) have not been attached to the Balance Sheet of the Company. These documents will be made available upon receipt of request from shareholders of the Company and shall be kept open for inspection by any shareholder at the Registered office of the Company and that of the respective subsidiary Companies.

However, as directed by the said Ministry, the financial data of the Company's subsidiaries have been furnished under Financial Information of Subsidiary Companies forming part of the Annual Report. Further, pursuant to Accounting Standard-21 specified in the Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements presented by the Company include financial information of its Subsidiaries.

EMPLOYEES

During 2010-11, your Company continued to have cordial relations with all employees at all the units. The Company recognises the importance of human capital and enrichment of professional and technical skills is an ongoing process within the organisation.

Your Directors recognise the team's valuable contribution and place on record their appreciation for the employees across the organisation.

STATUTORY DISCLOSURES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars of Employees) Rules, 1975, the statement giving names and other particulars of the employees annexed hereto forms part of this report.

FIXED DEPOSIT

Your Company did not invite or accept any fixed deposit pursuant to provisions of Section 58A of the Companies Act, 1956, during the year.

AWARDS AND RECOGNITION

HSIL awarded The BIZZ Award in 2011 for being an Inspirational Company. The BIZZ award is given by world Confederation of Businesses, houston, Texas

- HSIL awarded The BIZZ Award in 2011 - The Peak of Success Award for its excellence in Business Model by world Confederation of Businesses, houston, Texas

HSIL receives Business Superbrand 2010-11; hSIL has been selected as a Business Superbrand three times over

HSIL honoured with Golden Peacock Innovation Award 2011

HSIL has been rated the fastest growing building products company in the Sanitaryware and tiles category by Construction world Magazine, 4 times

Brand hindware honoured with Power Brand 2010-11 (India's Most Powerful Brands chosen by consumer) by IIPM

Brand hindware honoured with Star Brand 2011 from IIPM

Readers Digest Trusted Brands - Gold Award 2011 awarded to hindware in Sanitaryware category

Hindware has been chosen amongst ÃThe 100 Most valuable Brands in India' by the 4PÃs journal (also the only bathroom brand in this selection)

Confederation of Indian Industry Green Building Council (CII GBC) 7th National Award for ÃThe Most Innovative water Saving Products' for 2010

Hindware's Nano EwC has been conferred the Elle Deco International Design Awards (EDIDA) in 2010

Hindware has been honoured consistently with Consumer Superbrand Award by Superbrands Limited, u.K.

League of American Communication Professionals (LACP), uSA Awards for Best Annual Report 2009/10- won Platinum Award in 2 categories viz. Best Report Financials and Best Report in Consumer Durable Category. overall Ranking 4th, worldwide out of 4400 entries

Other awards and recognitions achieved by us:

2010 IMM Award for Excellence as Eminent organisation

Golden Peacock National quality Award 2010

BIZZ Awards 2010 for being Inspirational Company

Capexil Award 2009

IES Excellence Award 2009

Golden Peacock Environment Management Award 2009

Elle Deco International Design Award (EDIDA) in 2008 for Poncho Kids Series

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

Your Directors hereby confirm that in the preparation of annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures, if any.

Your Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period.

Your Directors took proper and sufficient care for maintaining adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

Your Directors prepared the annual accounts on a going concern basis.

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

Information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988, is annexed to this Report.

AUDITORS

The Statutory Auditors of the Company, M/s walker, Chandiok & Co., Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility for re- appointment in terms of Section 224 (1B) of the Companies Act, 1956.

The Audit Committee and the Board of Directors recommend appointment of M/s walker, Chandiok & Co. as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting upto the conclusion of the next Annual General Meeting of the Company.

The notes to the accounts referred to in the Auditors' Report, are self-explanatory and therefore, do not require any further comments under Section 217 (3) of the Companies Act, 1956.

INTERNAL AUDIT

The Company has an adequate system of internal control to ensure compliance with policies and procedures. Internal audit of all the units / divisions of the Company is regularly carried out to review the internal control systems. The internal Auditors evaluate the adequacy of internal controls and independence of the audit is ensured by their direct reporting to the Audit Committee of the Board.

APPRECIATION

Your Directors are grateful for the valuable support and cooperation received from bankers, business associates, financial institutions, shareholders, various departments of Governments and other stakeholders.

The Board places on record its sincere indebtedness towards the Company's valued customers in India and abroad for the support and confidence reposed by them in the organisation and looks forward to the continuance of this mutually supportive relationship in future.

Your Directors also appreciate the employees of the Company for their contribution and hard work and its subsidiaries at all levels, who, through their competence, hard work, solidarity, cooperation and support, have enabled the Company to achieve consistent growth.

For and on behalf of the Board of Directors

Place: Gurgaon Rajendra K somany

Date: 18 May 2011 Chairman and Managing Director

Mar 31, 2010

The Directors are pleased to present the 50th Annual Report and Audited Financial Statements of your Company for the year ended March 31, 2010.

Financial results

(Rs. in lacs)

Parameters 2009-10 2008-09

Gross revenue 84,964 67,060

Less excise duty 4,699 5,081

Net revenue 80,265 61,979

EBITDA 15,480 11,279

Profit before taxation and extraordinary items 6,568 6,831

Less extraordinary item - 1,153

ProfIt before taxation 6,568 5,678

Less provision for taxation 1,325 1,663

Profit after taxation 5,343 4,015

Add balance brought forward 11,648 9,163

Amount available for appropriation 16,890 13,178

Appropriations

Transferred to General Reserve 600 500

Proposed dividend on equity shares 1,101 880

Corporate dividend tax 186 150

Balance carried forward 15,003 11,648

ANALYSIS OF PERFORMANCE

Following a moderate slowdown, the Indian economy bounced back in 2009 10. The Governments fecal stimulus accelerated the economic recovery and put to rest concerns related to economic stability. In this backdrop, HSIL continued with its robust performance, reporting a signifcant rise across all operating and performance parameters. In 2009-10, HSIL achieved a 26.70% increase in gross revenue, 37.25% increase in EBITDA, 48.64% increase in cash profit and 30.57% increase in the post-tax profit. The operating margins and net profit margins strengthened to 19.63% and 6.65%, respectively. The following reasons were the major contributors to this commendable performance:

- Application of differentiated strategy in positioning the Companys products

- Continuous modifcation in the product offering, based on the consumer preference and demand

- Increased focus on the value-added product segment

- Rationalisation of energy consumption and other major operational costs

- Undertaking process innovation for better capacity utilisation

- Enhanced production in the Container Glass Division with fully operational activities in the new glass unit at Bhongir

The Company continued to focus on ensuring a strong balance sheet together with a consistently growing Profit and Loss account. The debt equity was maintained at a comfortable 1.25 with a strong interest cover of 3.86. The reserves (excluding Business Reconstruction Reserve) stood at Rs 37,907 lacs and the total net worth of the Company increased to Rs. 39,008 lacs.

Business division review

Building product division

performance in 2009-10

The divisional revenues increased 17.14%, mainly on account of higher realisations from the premium products segment.

Major initiatives

- Acquired business undertaking of Havells India Ltd. manufacturing and marketing chrome plated brass bathroom fittings to strengthen the product portfolio and develop a new market leadership in this segment

- Organised numerous architects and plumbers meet, covering over 2,500 architects; organized plumber meets reaching out to 10,000 plumbers, to strengthen the post-sale service offering

- Introduced several water-saving green products like four-litre flushing closets and waterless urinals

- Strengthened distribution channel to deepen market reach

- Enhanced production efficiencies through improved in-process innovations

container Glass division

performance in 2009-10 The divisional revenues increased 42.66%, on account of additional sale generated with the fully operational new unit at Bhongir, as well as diversifcation to premium products to service the varying customer demands.

Major initiatives

- Stabilised operations at the new unit

- Optimised fuel consumption and enhanced productivity through improvement in the operational speed of the machines

- Strengthened quality checks

- Introduced Narrow Neck Press and Blow technology in collaboration with Weigand Glass of Germany, a leading player in glass manufacturing

- Secured and strengthened raw material supplier base

ACQUISITION OF FAUCAT BUSINESS OF HAVELLS INDIA LIMITED

On March 16, 2010, the Company signed a Business Transfer Agreement with the intent to acquire the chrome plated brass bathroom fitings business division of Havells India Ltd., under the brand ÃCrabtree. The plant is situated at Bhiwadi, Rajasthan. The legal and physical possession of this undertaking was transferred to Company w.e.f. May 1, 2010.

The acquisition is aligned with our business intent of expanding our activity and market share in the chrome plated bathroom fittings industry segment in India. We plan to become the number two player in the segment.

SCHEME OF ARRANGEMENT

A Scheme of arrangement under Section 391-394 of The Companies Act, 1956 (Ãthe schemeÃ) between the Company and its equity shareholders was approved by the shareholders at the court convened meeting held on November 7, 2009 and sanctioned by Honble High Court in Calcutta on March 26, 2010.

Under the scheme certain immovable properties in the form of Land and Buildings have been reinstated at their respective fair values as valued by a recognised valuer w.e.f. April 1, 2009, the appointed date for the scheme. The amount of such revaluation being Rs. 23,500 lacs has been transferred to separate reserve account titled as Business Reconstruction Reserve.

The scheme enables the Company to utilise the Business Reconstruction Reserve for writing off certain expenses as specifed therein. The scheme has been given effect to in the accounts for the year ended March 31, 2010.

DIVIDEND

Your Directors recommend for the consideration of the members, at the Annual General Meeting, payment of dividend of Rs. 2.00 per share on equity shares of face value of Rs. 2 each for the year ended March 31, 2010, the total outgo including tax thereon will be Rs. 1,287 lacs.

APPROPRIATIONS

It is proposed to transfer Rs. 600 lacs to the General Reserve while Rs. 15,003 lacs is proposed to be retained in the Profit and Loss account.

MANAGEMENT FOCUS

HSIL is a leading player in both Building Products and Container Glass industry catering to the customers growing demand. It endeavors to maintain a long-term association with the customers by satisfying their evolving needs.

The managements focus is on building the business model to serve customers 24x7, with the intent to grow in the expanding domestic / international market. The aim is not only to serve the customers but to maintain a life-long connect.

Your Company seeks to achieve sustainable growth by providing value-added services to its customers, dealer network, sub dealers and institutional partners.

In order to achieve this, the internal impetus is on increasing production efficiencies, people productivity, process controls and innovative practices. The management also seeks to invest in good governance and fiscal discipline in accordance with the best practices relevant globally.

DIRECTORS

Mr. Binay Kumar, Mr. S.B. Budhiraja and Mr. Vishal Marwaha, are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

SHARE CAPITAL

During 2009-10, the Company has increased its Authorised Capital from Rs. 150,000,000/- (Rupees fifteen crore) to Rs. 200,000,000/- (Rupees twenty crore) divided into 100,000,000 (Ten crore) Equity Shares of Rs. 2/- each.

CORPORATE GOVERNANCE

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges. The Corporate Governance Report and a certificate from the Companys statutory auditors, regarding compliance of the conditions of Corporate Governance, are attached with the Report and form an integral part thereof.

Further, the Management Discussion and Analysis report is appended to and forms a part of the Annual Report.

WHOLLY owned SUBSIDIARIES

As per the requirement under Section 212 of the Companies Act, 1956, the Annual Report of the Companys subsidiaries for the year ended March 31 2010, is attached to the Companys Balance Sheet. Also, the statement as required under Section 212 (3 is annexed to this Report.

FIXED DEPOSIT

Your Company did not invite or accept any fixed deposit pursuant to provisions of Section 58A of the Companies Act, 1956, during the year.

STATUTORY DISCLOSURES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, are annexed to this Report.

AWARDS AND RECOGNITION

The Company was recognised through following awards:

- Business Superbrand India

- Reader Digest Trusted Brands Platinum Award

- Golden Peacock National Quality Award

- 4Ps Indias Ã100 most Valuable Brands

- The Bizz Award 2010

- 2010 IMM Award for Excellence

- Capxeil Award and IES Excellence Award 2010

DIRECTORS RESPONSBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANY ACT, 1956

Your Directors hereby confirm that in the preparation of annual accounts, the applicable accounting standards and provisions of Court approved scheme were followed along with proper explanation relating to material departures if any.

Your Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period.

Your Directors took proper and sufficient care for maintaining adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

Your Directors prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION and FOREIGN EXCHANGE NINGS / OUTGO

Information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988, is annexed to this Report.

AUDITORS

The Auditors M/s Walker, Chandiok & Co., Chartered Accountants will hold office until conclusion of the ensuing Annual General meeting and are recommended for reappointment. Auditors have confirmed that their re-appointment, if made, shall be within the limits laid down under Section 224 (1B) of the Companies Act, 1956.

The notes to the accounts referred to in the Auditors Report, are self-explanatory and therefore, do not require any further comments under Section 217 (3) of the Companies Act, 1956.

INTERNAL AUDIT

The Company has an adequate system of internal control to ensure compliance with policies and procedures. Internal audit of all the units/divisions of the Company is regularly carried out to review the internal control systems. The internal auditors evaluate the adequacy of internal controls and independence of the audit is ensured by their direct reporting to the Audit Committee of the Board.

APPRECIATION

Your Directors wish to place on record their sincere appreciation for the support and cooperation extended by all dealers, financial institutions, banks, customers, employees, all the stakeholders of your Company, Government of India and State Governments and look forward to their continued support in the years ahead.

For and on behalf of the Board of Directors

Place:Gurgaon Rajendra K Somany Chairman and

Date: May 20, 2010 Managing Director

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