Directors Report of Saint-Gobain Sekurit India Ltd.

Mar 31, 2018

BOARD’S REPORT

The Members

The Directors present the 45^th Annual Report of the Company along with the audited financial statements for the year ended 31^st March 2018.

1. Financial Highlights

(Rs, Lakhs)

	2017-18	2016-17
Revenue from operations	15,028.58	13,868.87
Operating Profit	2,140.61	1,066.04
Interest	43.19	28.99
Profit before Tax	2,097.42	1,037.05
Provision for Tax	(719.97)	(360.24)
Profit after Tax	1,377.45	676.81
Other Comprehensive Income (Net of Tax)	14.30	(23.84)
Total Comprehensive Income	1,391.75	652.97

The Company does not propose to transfer any amount to the Reserve for the year under review.

2. Dividend

Your Directors have not recommended any dividend for the financial year ended 31^st March 2018.

3. Operations

The uncertainty caused by the implementation of the Goods and Services Tax (GST) adversely impacted the growth in the first half of the fiscal. The new Index for Industrial Production ("IIP”) which was released in April 2017, where the base year is 2011-12 and the basket of goods has been changed to make it more representative, witnessed low growth between April and October 2017 (average of 2.5%). Since then, however, growth has been strong. The significant increase in growth from November 2017 onwards is partly on account of a low base, partly on account of re-stocking of the channel inventories post-GST and partly on account of a partial revival, led by the auto sector. Within the auto sector, both the commercial vehicles segment and the 3-wheeler segment (which are the two segments served by your Company) witnessed strong growth. The 3-wheeler segment, in particular, bounced back after declining in the previous fiscal and grew by around 30%. Reflecting this growth, your Company’s sales increased by 20% and, consequently, the operating profit doubled.

While the long term outlook for the auto sector is positive, with the GST implementation behind us and some early signs of an economic revival, the short term outlook is also moderately positive.

4. Material changes and commitments after the end of financial year

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

5. Particulars of loans, guarantees or investment

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 ("Act”) are given in the notes forming part of the financial statements.

6. Human Resources

Employee relations were cordial. Your Directors place on record their appreciation for contribution made by all employees of your Company. As on 31^st March 2018, there were 129 employees.

The Company follows best practices in hiring and on-boarding of employees. The Company adopts fair and transparent performance evaluation processes. In order to improve the organizational efficiency and employee engagement, various process change initiatives were undertaken during the year. Your Company believes in conducting its business in a highly transparent and ethical way. To ensure this and also to improve skill levels, employees participate in various training programmes and complete mandated e-learning courses.

Your Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company believes that all employees have a right to be treated with dignity and has zero tolerance towards violation of its Code of Conduct and Sexual Harassment Policy. The Company has a Policy on Sexual Harassment which is widely disseminated. During the year under review, no complaint of sexual harassment has been received by the Compliance Committee.

7. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure 1 to this Report.

8. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure 2 to this Report.

9. Public Deposits

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

10. Directors and Key Managerial Personnel

Ms. Marie-Armelle Chupin has been appointed as an Additional Director with effect from 2^nd November 2017. Ms. Chupin is a Non-Executive Director, liable to retire by rotation, subject to confirmation by the members in the ensuing Annual General Meeting.

Ms. Anupama Vaidya resigned as Director of the Company with effect from 2^nd November 2017. The Directors place on record their appreciation for the contribution made by her during her tenure.

In accordance with the Companies Act, 2013 and Articles of Association of the Company, Mr. Anand Mahajan, Director, retires by rotation and being eligible offers himself for reappointment.

In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 notified by Securities and Exchange Board of India on 9^th May 2018, Mr. M. G. Ramkrishna, Non-Executive Independent Director, who will attain 75 years on 7^th January 2019, will continue directorship from 1^st April 2019 subject to confirmation by special resolution by the members at the ensuing Annual General Meeting.

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. A. Dinakar, Managing Director, Mr. R. Manigandann, Chief Financial Officer and Ms. Rukmini Subramanian, Company Secretary. During the year, there has been no change in the Key Managerial Personnel.

None of the Director or Key Managerial Personnel has any pecuniary relationships or transactions vis-a-vis the Company, other than salaries and sitting fees.

11. Director’s appointment and remuneration

The Nomination and Remuneration Committee has laid down the criteria for Directors’ appointment and remuneration. These are set out in the Nomination and Remuneration Policy annexed as Annexure 3 to this Report.

12. Annual evaluation of performance by the Board

The Board, on the recommendation of the Nomination and Remuneration Committee, has adopted a framework for performance evaluation of the Board, its committees, individual directors and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of board functioning, composition of Board and its committees, culture, execution and performance of specific duties, obligation and governance. The performance of the Board, its committees, individual directors and chairperson were reviewed by the Nomination and Remuneration Committee and Board. The independent directors evaluated the performance of non-independent directors, chairperson and Board as a whole.

13. Declaration given by Independent Directors

The Company has received necessary declarations from Independent Directors pursuant to Section 149(7) of the Act confirming that they meet the criteria of independence as under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.

14. Familiarization programme for Independent Directors

The Company’s familiarization programme for Independent Directors provides orientation and training at the time of joining to enable them to understand the operations, business and other details of the Company. Details of the familiarization programme for Independent Directors are available on the website of the Company, www.sekuritindia.com. The Independent Directors are regularly briefed on the developments that are taking place in the Company and its operations.

15. Number of meetings of the Board

The Board meets at regular intervals to review the Company’s business and to discuss strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation.

During the year, four meetings of the Board were held. The maximum interval between the meetings did not exceed the period prescribed under the Act, and the Listing Regulations.

16. Committees of the Board

During the year, in accordance with the Companies Act, 2013 and the Listing Regulations, the Board has constituted or reconstituted its Committees. Currently, the Board has the following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

- Share Transfer Committee

Details of the Committees along with their constitution and other details are provided in the "Corporate Governance Report”.

17. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134 of the Act,

i. that in the preparation of the annual financial statements for year ended 31^st March 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. that such accounting policies have been selected and applied consistently and judgments and estimates have been made, that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31^st March 2018, and of the profit of the Company for the year ended on that date;

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

iv. that the annual financial statements have been prepared on a ‘going concern’ basis;

v. that proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively;

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

With reference to the point number (v), the Board believes that the Company has sound Internal Financial Controls ("IFC”) commensurate with the nature and size of its business. However, the business is dynamic and IFC are not static, and evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as business evolves. The Company has a process in place to continuously identify such gaps and implement newer and / or improved controls wherever the effect of such gaps would have a material effect on the Company’s operations.

18. Related Party Transactions

All related party transactions entered during the financial year were in ordinary course of business and on an arm’s length basis. The Company has obtained necessary approvals towards the related party transactions, as prescribed by the Act and the Listing Regulations.

The policy on related party transactions, as approved by the Board, is available on the website of the Company, www.sekuritindia.com.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in prescribed Form AOC-2, is annexed as Annexure 4 to this Report.

19. Corporate Social Responsibility

In accordance with Section 135 of the Act, a Corporate Social Responsibility (CSR) Committee of the Board has been constituted to monitor the CSR policy and the programmes and to ensure that they are in line with the Act, and the Rules made thereunder. The CSR policy and initiatives taken during the year in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, are annexed as Annexure 5 to this Report.

20. Risk management and internal financial controls

Your Company recognizes that managing risk is an integral part of good management practice and an essential element of good corporate governance. It aims to have a common, formalized and systematic approach for managing risk and implementing risk management process across the Company. The Company ensures effective communication and management of risk across all risk categories. The Company has identified elements of risk, which may threaten, the existence and financial position of the Company and are set out in Management Discussion and Analysis.

The Company’s internal financial control systems are commensurate with the nature of its business, financial statements and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

21. Whistle-Blower Policy and Vigil Mechanism

Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secure environment and encourage employees to report unethical, unlawful or improper practices, acts or activities and to prohibit any adverse action against those who report such practices in good faith.

The Whistle-Blower Policy is available on the website of the Company, www.sekuritindia.com.

22. Secretarial Standards

The Company complies with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

23. Auditors

a. Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP (Registration No. 104607W/W100166) appointed as the Statutory Auditors of the Company at the 44^th Annual General Meeting held on 29^th July 2017 for a term of five years until the conclusion of 49^th Annual General Meeting, subject to ratification by members at every Annual General Meeting in terms of Section 139 of the Companies Act, 2013. In accordance with the Companies (Amendment), Act, 2017 enforced on 7^th May 2018, by the Ministry of the Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

b. Cost Auditor

The Board of Directors had appointed Mr. G. Thangaraj, Cost Accountant, as the Cost Auditor to conduct audit of cost records of the Company for the financial year 2017-18. The Cost Audit Report for the financial year 2017-18 will be filed with Ministry of Corporate Affairs.

As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company on recommendation of the Audit Committee has appointed Mr. G. Thangaraj, Cost Accountant as the Cost Auditor of the Company for the financial year 2018-19.

Your Company has received consent from Mr. G. Thangaraj to act as the Cost Auditor of your Company for the financial year 2018-19 along with a certificate confirming their independence.

c. Secretarial Auditor

The Company had appointed M/s. V. N. Deodhar & Co., Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended 31^st March 2018. The Secretarial Audit Report for the financial year ended 31^st March 2018 is annexed as Annexure 6 to this Report.

24. Comments on Auditors’ Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Kalyaniwalla & Mistry LLP, Statutory Auditors, in their Auditor’s Report and by M/s. V. N. Deodhar & Co., Company Secretaries, in their Secretarial Audit Report.

The Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year ended 31^st March 2018.

25. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

There has been no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations. All orders received by the Company during the year are routine in nature and have no significant / material impact.

26. Extract of Annual Return

An extract of Annual Return in the prescribed form MGT-9 is annexed as Annexure 7 to this Report.

27. Management Discussion and Analysis and Corporate Governance Report

In terms of the Regulation 34(2)(e) of the Listing Regulations, the Corporate Governance Report with a Certificate from a Practicing Secretary thereon and the Management Discussion and Analysis are annexed and form part of this Report.

Acknowledgments

Your Directors take this opportunity to acknowledge with sincere gratitude the support of its esteemed customers, the strength it derives from its association with Companies de Saint-Gobain and its subsidiaries, the continued support and co-operation from its Bankers and the loyalty of the large family of the Company’s Dealers, Suppliers and valued Shareholders.

On behalf of the Board of Directors

Anand Mahajan A. Dinakar

Director Managing Director

Mumbai, 30^th May 2018

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Mar 31, 2015

The Members,

Saint-Gobain Sekurit India Limited

The Directors present the 42nd Annual Report of your Company along with the Financial Statements for the year ended 31st March, 2015.

Financial Highlights:

(Rs. in Lacs)

Particulars For the For the year ended year ended March 31, 2015 March 31, 2014

Sales 14,936.61 11,661.33

Operating Profit/(Loss) 776.44 90.44

Profit/(Loss) before Tax 776.44 90.44

Provision for Tax/Deferred 101.62 49.28

Profit/(Loss) after Tax 674.82 41.16

Balance brought forward from previous year (2,886.21) (2,927.37)

Profit/(Loss) carried to Balance Sheet (2,226.04) (2,886.21)

Appropriations:

The Company proposes to retain an amount of Rs. 674.82 Lacs in Profit and Loss Account.

Operations:

While the auto sector witnessed little growth, two segments which are important for your Company (the 3-wheeler segment and medium and heavy commercial vehicles) saw higher growth. Consequently, your Company's sales volumes increased during the year. At the same time, your Company's management was successful in obtaining price increases from the major OEMs. The price increases partially offset the significant cost increases of the previous year. Thanks to higher volumes and prices, your Company's sales increased by 28% during the year under review.

During the last few years, your Company has taken several initiatives to improve its technical performance and operating efficiencies. These measures have started yielding results which is one of the reasons for the improved performance. The improved operating efficiencies combined with higher volumes and prices and stable input costs led to a significant rise in your Company's operating profit from Rs. 90 Lacs in 2013-14 to Rs. 776 Lacs in 2014-15.

Material changes and commitments after the end of financial year:

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

Particulars of loans, guarantees or investment:

The Company does not have any loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013.

Human Resource

The Company continues to place significant importance on its human resources and enjoys cordial and peaceful relations at all levels.

The Directors are pleased to place on record their appreciation of the services rendered by the employees at all levels. As at March 31,2015, there were 196 employees.

The Company follows best practices in hiring and on-boarding of employees. The Company adopts fair and transparent performance evaluation processes. In order to improve the organizational efficiency and employee engagement, various process change initiatives were undertaken during the year. Your Company believes in conducting its business in a highly transparent and ethical way. To ensure this and also to improve skill levels, employees participate in various training programs and mandated e-learning courses.

Your Company is committed in creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company believes that all employees have a right to be treated with dignity and has zero tolerance towards sexual harassment at the workplace. The Company has a Policy on Sexual Harassment which is widely disseminated. During the year under review, the Company has not received any complaint of Sexual Harassment.

Particulars of Employee:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of the Annual 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. The said information is available for inspection at the Registered Office of the Company during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is available on the website of the Company.

There is no information required to be given pursuant to Section 197 (12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Environment, Health & Safety:

Your Company is committed to ensure a clean and green pollution-free environment as well as a healthy and safe work place at all its plant locations. Environment, Health & your Company's plants at Bhosari & Chakan continue to remain certified under ISO 14001 and OHSAS 18001. On the strength of these systems and the continuous focus of the Operations team, your Company is confident of not just meeting but exceeding all regulatory requirements. The Operations teams in both the plants are working on environmental friendly initiatives like tree plantation, energy saving projects, and waste reduction initiatives. The teams have also initiated World Class

Manufacturing (WCM) initiatives under the Saint-Gobain's program of Operational Excellence. Strict adherence to all regulatory requirements and safety guidelines are maintained at all times.

Environment, Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo:

Energy conservation is a key element of your Company's overall strategy for cost competitiveness. Energy consumption is closely monitored at each Work Centre level in both the Plants and variances with respect to benchmarks are rigorously scrutinized to reduce the specific energy consumption. Various energy conservation measures in the form of unity power factor, innovative design of toolings, improving stuffing efficiencies and optimized loading of Furnaces have ensured reduction of energy consumption per square meter of value added glass produced.

Your Company continuously works on upgrading its process technology to manage its cost and also to meet new demands of customers. Saint-Gobain Sekurit International's technical assistance in these initiatives through sharing of best international practices and deputation of its experts helps in these endeavours. Development of new products as per the new demands from Auto OEMs is managed with active support from Saint-Gobain Sekurit International.

The Information on conservation of energy, technology absorption and foreign exchange earning and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure D" which forms the part of the report.

Deposits:

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Directors:

As per the provisions of Section 149(1), 161 and other applicable provision under the Companies Act, 2013, the Board appointed Ms. Anupama Vaidya as an additional, Non-Executive, woman Director of the Company on 30th January, 2015. The above appointment was based on the recommendation of the Nomination and Remuneration Committee and is subject to approval of the Shareholders of the Company at the forthcoming Annual General Meeting.

As per the provisions of the Companies Act, 2013, and the Articles of Association, Mr. A.Y. Mahajan is liable to retire by rotation at the 42nd Annual General Meeting. Mr. Mahajan has confirmed his eligibility and willingness to accept the office of Directorship of your Company, if appointed. In the opinion of your Directors, Mr. Mahajan has the requisite qualifications and experience which would be of value to your Company and would enable him to contribute to the Company in his capacity as the Director of the Company.

The Board recommends that the resolution relating to the re-appointment of Mr. Mahajan as Director of your Company be approved.

None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company, other than salaries, commission, sitting fees.

During the year, the following changes in the roles and designations of the Directors have taken place with effect from 30th January, 2015.

Mr. A.Y. Mahajan - from Chairman of the Board to Member of the Board.

Mr. M.G. Ramakrishna - from Member of the Board and Chairman of the Audit Committee and the Nomination & Remuneration Committee to Chairman of the Board and Member of the Audit Committee and the Nomination and Remuneration Committee.

Mr Padmanabha Shetty - from Member of the Audit Committee and the Nomination and Remuneration Committee to Chairman of both these Committees.

Declaration given by Independent Directors:

All Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Familiarisation programme for Independent Directors:

The Company's familiarisation program for Independent Directors provides orientation and training at the time of joining to enable them to understand the operations, business and other details of the Company. The Independent Directors are regularly briefed on the developments that are taking place in the Company and its operations, etc.

Number of meetings of the Board:

The Board meets at regular intervals to review the Company's businesses and discuss its strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation.

During the year, four board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and the Listing Agreement.

Committees of the Board:

During the year, in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has constituted or reconstituted its Committees.

Currently, the Board has the following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Details of the Committees along with their constitution and other details are provided in the "Report on Corporate Governance".

Directors' Responsibility Statement:

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

(i) That in the preparation of annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) That such accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2015 and of the profit of the Company for that year;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual financial statements have been prepared on a 'going concern' basis.

(v) That proper internal financial controls are in place and that the financial controls are adequate and are operating effectively.

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

With reference to the point number (v), the Board believes the Company has sound Internal Financial Controls ("IFC") commensurate with the nature and size of its business. However business is dynamic and IFC are not static, and evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

Director's Appointment and Remuneration:

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration. The Nomination and Remuneration Policy is set out in Annexure E.

Annual Evaluation of Performance by the Board:

The Board, on recommendation of the Nomination and Remuneration Committee, has adopted a framework for performance evaluation of the Board, its Committees, individual directors and chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of board functioning, composition of Board and its committees, culture, execution and performance of specific duties, obligation and governance.

Remuneration Policy:

The Board has, on recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors and Senior Management and their remuneration. The Remuneration Policy is set out in the Annexure E to this Report.

Related Party Transaction:

All the related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transaction

are placed before the Audit Committee as also the Board for its approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis which is for transactions of a known and of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all the related party transaction is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. Pursuant to Section 188 and Clause 49 (VII) (E), the Company has placed an Ordinary Resolution for 'material' related party transactions for the approval by the Members at the forthcoming Annual General Meeting.

As per Clause (h) of Sub-Section (3) of Section 134 of Companies Act, 2013 and Rule 8(2) of Companies (Accounts) Rule, 2014, the details of the related party transactions in Form AOC - 2 is annexed as Annexure F.

The Company has also placed a Special Resolution for the approval of a proposed related party transaction, which is not in the ordinary course of business, by the Members at the forthcoming Annual General Meeting.

The policy on the Related Party Transactions, as approved by the Board, is uploaded on the website of the Company www.sekuritindia.com/Investor Information.html.

Corporate Social Responsibility (CSR):

It is your Company's belief that its primary goal is to serve the needs of its customers and, in the process of doing so, to generate employment, livelihood and income for all its stakeholders (suppliers, vendors, service providers, employees, lenders, shareholders etc.) and, at the same time, to contribute to the revenues of Governments. Further, it is your Company's belief that by pursuing its primary goal and by ensuring that its business practices meet the highest standards of corporate governance and ethics, it best fulfills its obligations and responsibility to society. Against the backdrop of this belief, your Company is committed to implementing the agenda set out in its CSR policy. The CSR policy and the initiatives taken during the year, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure H to this Report. In accordance with Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee of the Board, having an Independent Chair, has been constituted to monitor the CSR policy and programs and to ensure that they are in line with the Companies Act, 2013, and the Rules framed thereunder. The amount spent on eligible CSR activity for the financial year 2014-15 is around 1.50% of the average net profit of the Company during the three immediately preceding financial years.

Vigil Mechanism/Whistle Blower Policy:

Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secure environment and encourage employees to report unethical, unlawful or improper practices, acts or activities and to prohibit any adverse action against those who report such practices in good faith.

The Whistle-Blower Policy is disclosed on the website of the Company.

Statutory Auditors:

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), Chartered Accountants, Auditors of the Company, retire at the conclusion of 42nd Annual General Meeting of the Company and have expressed their willingness to continue as Auditors of the Company. M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), have conveyed that, if appointed, they would be eligible to act as Auditor of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed thereunder, for re-appointment as Statutory Auditors of the Company.

Further in terms of Clause 41(1)(h) of the Listing Agreement, the statutory auditors of the Company are subjected to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI); and hold a valid certificate issued by Peer Review Board of ICAI. M/s. Price Waterhouse Chartered Accountants LLP have confirmed that they hold a valid certificate issued by Peer Review Board of ICAI and have provided a copy of the certificate to your Company for reference and record.

Your Directors, on recommendation of the Audit Committee, seek approval of the Shareholders, for re-appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), as the Statutory Auditors of the Company, from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company, on such remuneration as shall be fixed by the Board of Directors, as set out in the resolution included in Notice convening the Annual General Meeting of the Company.

Cost Auditors:

The Board of Directors in pursuance Section 148 and relevant rules has appointed Mr. G. Thangaraj, Cost Accountant (Registration No. M5997), for conducting the audit of the cost accounting records maintained by the Company for the financial year 2015-16.

In accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder, the cost audit records are maintained by the Company in respect of the products which are required to be audited. Your Directors, on recommendation of the Audit Committee, appointed Mr. G. Thangaraj, Cost Accountant, to audit the cost accounting records maintained by the Company for the financial year ended 31st March, 2016.

The remuneration payable to the Cost Auditor has to be ratified by the Shareholders of the Company in terms of Section 148 of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014. Accordingly, a resolution seeking ratification for the remuneration payable to Cost Accountant is included in the Notice convening the Annual General Meeting of the Company.

Secretarial Auditors:

In accordance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed V.N. Deodhar & Co., Company Secretaries, (FCS No. 1880 and CP No. 898) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2014-15 is set out in the Annexure I to this Report.

Comments on Auditors' Report:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Price Waterhouse, Chartered Accountants LLP, Statutory Auditors, in their Auditor's Report and by Mr. V.N Deodhar, Company Secretaries, in their Secretarial Audit Report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure G."

Management Discussion & Analysis Report and Report on Corporate Governance:

(a) As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, the Corporate Governance Report and the Management Discussion and Analysis Report are annexed and form part of the Directors' Report (Annexures 'A' & 'C' respectively).

(b) Certificate dated 28th May, 2015 of M/s. V.N. Deodhar & Co., Company Secretaries, regarding the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is annexed to this Report (Annexure 'B').

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuous support and co-operation received from customers, dealers, suppliers, financial institutions and others in successfully conducting the Company's business operations. Your Directors also wish to place on record their deep sense of appreciation for the commitment and dedicated service of the Company's employees. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

On behalf of the Board of Directors,

Mr. A.Y. MAHAJAN Mr. A. DINAKAR Director Managing Director

Place : Mumbai Date : May 28th, 2015

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Mar 31, 2014

The Members,

Saint-Gobain Sekurit India Limited

The Directors present the Forty First Annual Report of your Company along with the Audited Accounts for the year ended 31st March, 2014.

Financial Highlights:

(Rs. in lacs)

Particulars For the For the year ended year ended March 31, 2014 March 31, 2013

Sales 11633.33 12230.35

Operating profit/(Loss) 90.44 220.22

profit/(Loss) before Tax 90.44 220.22

Provision for Tax 49.28 155.49

profit/(Loss) after Tax 41.16 64.73

Balance brought forward

from previous year (2927.37) (2992.10)

profit/(Loss) carried to Balance Sheet (2886.21) (2927.37)

Directors Responsibility Statement:

Your Directors confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2014 and of the profit of the Company for that year;

iii) proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Operations:

During the year under review, your Company''s sales decreased by 5%. Sales to all the relevant market segments viz. commercial vehicles, passenger vehicles and 3-wheelers were lower. Partly due to the decline in volumes and partly due to the significant increase in the cost of inputs, your Company''s profit after tax fell by 27%.

During the last few years, your Company has taken several initiatives to improve its technical performance and operating efficiencies. These measures are expected to improve the performance of the Chakan plant in the current year. During the year, your Company added a dedicated new Cutting & Grinding machine for the industrial vehicle windshields. The Industrial Vehicle Product Line has been successfully commissioned and creation of this capacity will enable your Company to enter into the Industrial Vehicles market and grow sales in the coming years.

Environment, Health & Safety:

Your Company is committed to ensure a clean and green pollution-free environment as well as a healthy and safe work place at all its plant locations. Environment, Health & Safety requirements of your Company are supported by ISO 14001, OHSAS 18001 and EHS guidelines prescribed by Saint-Gobain. On the strength of these systems and continuous focus of Operations team, your company is confdent of not just meeting but exceeding all regulatory requirements. The Operations Teams in both the plants have also worked to deliver clean and green pollution-free environment with initiatives like tree plantation, commissioning of ETP in Bhosari and making the Chakan Plant Asbestos free. Strict adherence to all regulatory requirements and guidelines is maintained at all times. Your Company''s plants at Bhosari & Chakan are certified under ISO 14001 and OHSAS 18001.

Management Discussion & Analysis Report and Report on Corporate Governance

a) As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report and Management Discussion and Analysis Report are annexed and form part of the Directors'' Report. (Annexure A & C respectively)

b) Certifcate dated 19th May, 2014 of M/s. V.N. Deodhar & Co., Company Secretaries, regarding the compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, is enclosed. (Annexure B)

Environment, Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo:

Energy conservation is a key component of your Company''s overall strategy to remain competitive. Energy consumption is closely monitored in both the Plants and variances are compared to benchmarks and also rigorously scrutinized to reduce Specific energy consumption. Several energy conservation measures in the form of unit power factor, efficient design of toolings, optimized loading of Furnaces & running of Plants during low tariff hours have ensured reduction of energy consumption per square meter of value added glass produced.

Your Company continuously works on upgrading its process technology to manage its cost & also meet new demands of Customers. Saint-Gobain Sekurit International technical assistance team helps in these initiatives by sharing their best practices & knowledge. Your Company was successful in industrializing a new design of bending tools for Three Wheeler Windshields, which has significantly improved productivity & reduced Specific energy consumption. Development of new products as per the new program from Auto OEMs is managed with active support from Saint-Gobain Sekurit International.

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo as required in the prescribed format is annexed (Annexure D) and forms part of this Report.

Employee Relations:

The Company continues to place significant importance on its human resources and enjoys cordial and peaceful relations at all levels. During the year, various initiatives for employee involvement and effciency improvement were undertaken.

The Company concluded a wage settlement with the employees union at Chakan for 3 years effective July 1, 2013.

The Directors are pleased to place on record their appreciation of the services rendered by the employees at all levels. As at March 31, 2014, there were 189 employees.

Insurance:

The Company''s assets and insurable interests continue to be adequately insured against the risk of fre, riot and earthquake among other perils.

Scheme of Amalgamation:

The Scheme of Amalgamation, involving the merger of SEPR Refractories India Ltd., Saint-Gobain Crystals & Detectors Ltd. and your Company with Grindwell Norton Ltd., which was approved by the Board of Directors on 19th April 2013, was approved by the shareholders in the Court Convened Meeting held on 27th November 2013, with the requisite majority. As per SEBI Circular No. CIR/CFD/DIL/5/2013 dated 4th February 2013, read with SEBI Circular No. CIR/CFD/ DIL/8/2013 dated 21st May 2013, the requisite majority of public shareholders (other than Promoters) of your Company also approved the Scheme. However, the requisite majority of public shareholders (other than Promoters) of Grindwell Norton Ltd., the transferee Company, did not approve the Scheme. Consequently, the Scheme of Amalgamation was not acted upon.

Particulars of Employees:

There are no employees whose information is required to be given as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Directors:

As per the provisions of the Companies Act, 1956 and Articles of Association, Mr. A.Y. Mahajan is liable to retire by rotation at the Forty First Annual General Meeting.

Mr. Mahajan has confirmed his eligibility and willingness to accept the office of Directorship of your Company, if appointed. In the opinion of your Directors, Mr. Mahajan has the requisite Qualifications and experience which would be useful for your Company and would enable him to contribute effectively to your Company in his capacity as Director of your Company.

It is, therefore, considered prudent that your Company should continue to avail of the services of Mr. Mahajan as Director and the Board recommends that the proposed resolution relating to re-appointment of Mr. Mahajan as Director of your Company be approved.

As per the provisions of the Section 149 (4) every listed public company shall have at least one third of the total number of Directors as Independent Directors. In terms of Section 149 (10) of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company but shall be eligible for reappointment on passing of a special resolution by the company for a further period of upto

five years. Further, in terms of Clause 49, it is provided that a person who has already served as an independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of up to five years only.

In accordance with this requirement of the Act read with relevant rules and Clause 49, current Independent Directors Mr. M.G. Ramakrishna and Mr. Padmanabha Shetty shall be appointed as Independent Directors for a term of 5 years not being liable to retire by rotation. The Board recommends that the proposed resolution relating to appointment of Independent Directors be approved.

Auditors:

M/s. Price Waterhouse, Delhi (Firm Registration No. 012754N) Chartered Accountants, Auditors of the Company, retire at the conclusion of 41st Annual General Meeting of the Company and have expressed their willingness to continue as Auditors of the Company. M/s. Price Waterhouse, (Firm Registration No. 012754N) Chartered Accountants, have conveyed that, if appointed, they would be eligible to act as Auditors of the Company.

Further in terms of the Clause 41(1)(h) of the Listing Agreement, the statutory auditors of your Company are subjected to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI); and hold a valid certifcate issued by Peer Review Board of ICAI. M/s. Price Waterhouse have confirmed that they hold a valid certifcate issued by Peer Review Board of ICAI; and have provided a copy of the said certifcate to your Company for reference and records.

You are requested to appoint Auditors for the current financial year and fix their remuneration.

Cost Auditors:

The Board of Directors in pursuance Section 148 and relevant rules has appointed Mr. G. Thangraj Cost Accountant (Registration No. M 5997) for conducting the audit of the cost accounting records maintained by the Company for the financial year 2014-15.

Fixed Deposits:

In terms of the provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, the Company has not accepted any fixed deposits during the year under review.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuous support and co-operation received from customers, dealers, suppliers, financial institutions and others in successfully conducting the company''s business operations. Your Directors also wish to place on record their deep sense of appreciation for the commitment and dedicated service of the company''s employees. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

On behalf of the Board of Directors,

A.Y. MAHAJAN A. DINAKAR Chairman Managing Director Place : Mumbai Date : May 19th, 2014

---

Mar 31, 2013

The Members, Saint-Gobain Sekurit India Limited

The Directors present the Fortieth Annual Report of your Company along with the Audited Accounts for the year ended 31st March, 2013.

Financial Highlights:

(Rs. in lacs) Particulars For the For the year ended year ended March 31, 2013 March 31, 2012

Sales 12230.35 11508.12

Operating Profit/(Loss) 220.22 1012.26

ProfiV(Loss) before Tax 220.22 1012.26

Provision for Tax 155.49 328.26

Profit/(Loss) after Tax 64.72 684.00

Balance brought forward

from previous year (2992.10) (3676.10)

Profit/(Loss) carried to Balance Sheet (2927.37) (2992.10)

Responsibility Statement:

Your Directors confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for that year;

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

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

Operations:

The automotive sector has witnessed a decline in growth for the year under review, due to a combination of adverse factors like high interest rates, high fuel prices and an inflationary economy, all of which have depressed the sentiment for new car purchases. During the year, your Company''s sales increased by 6%; this was achieved largely due to the increase in prices which were obtained from various OEMs. The operations at both Chakan and Bhosari plant continues to make progress in technical performance and manufacturing efficiencies. With significant inputs from the parent company''s international technical assistance teams, your company expects to improve its operational efficiencies even more in the coming years. The year under review also witnessed very high input cost increases which adversely affected margins and profits of your Company.

Environment, Health & Safety:

Your Company is committed to ensure a clean and green pollution-free environment as well as a healthy and safe work place at all its plant locations. Environment, Health and Safety is accorded the highest priority within Saint-Gobain. Strict adherence to all regulatory requirements and guidelines issued by the patent company from time to time is ensured at all times. Your Company''s plants at Bhosari & Chakan are certified under ISO 14001 and OHSAS 18001.

Corporate Governance Report and Management Discussion & Analysis Report:

a) As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report and Management Discussion and Analysis Report are annexed and form part of the Directors'' report. (Annexure A & C respectively)

b) Certificate dated 13th May, 2013 of M/s. V.N. Deodhar & Co., Company Secretaries, regarding the compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, is enclosed. (Annexure B )

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo:

The Company is focused on energy conservation which is a key component of its overall strategy to remain competitive. The Company ensures that the energy is consumed in an efficient and productive manner. Energy consumption is closely monitored at both the plants and regular assessments are conducted to analyse energy consumption pattern, variances are rigorously scrutinised and accordingly continuous efforts are made towards to further improve efficiency and lower energy utilisation.

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo as required in the prescribed format is annexed (Annexure D) and forms part of this Report.

Employee Relations:

The Company continues to place significant importance on its human resources and enjoys cordial and peaceful relations with the employees'' unions at both its Bhosari and Chakan Plants. The Company concluded a wage settlement with the employees union at Bhosari for 3 years effective 1st December, 2012.

The Directors are pleased to place on record their appreciation of the services rendered by the employees at all levels. As at 31st March, 2013, there were 185 employees.

Fixed Deposit:

The Company has not accepted any Fixed Deposits from the public under Section 58A of the Companies Act, 1956.

Insurance:

The Company''s assets and insurable interests continue to be adequately insured against the risk of fire, riot and earthquake among other perils.

Listing:

The Equity Shares of your Company are currently listed on the Bombay Stock Exchange Limited (BSE). The Company had obtained an in principle approval from the Bombay Stock Exchange on 10th May, 2012, for going ahead with its desire to delist the company from the BSE. The total number of equity shares tendered by the public shareholders in the Delisting Offer at or below the discovered price was less than the minimum number of equity shares required to be acquired by the acquirer in order for the Delisting Offer to be successful in terms of Regulation 17 of the Delisting Regulations. The Delisting Offer was thus deemed to have failed in terms of Regulation 19(1) of the Delisting Regulations. Accordingly, the acquirer did not acquire any equity shares tendered by the Public Shareholders in the Delisting Offer and the Equity Shares of the Company continued to remain listed on the Bombay Stock Exchange. The equity shares tendered by the Public Shareholders in the Reverse Book Building Process were returned to the public shareholders.

Scheme of Amalgamation

The Board of Directors, at its meeting held on 19th April, 2013, has considered and approved the Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956, envisaging, inter alia, amalgamation of the Company, along with two other companies belonging to the Saint-Gobain group in India (the "Transferor Companies") with Grindwell Norton Limited (the "Transferee Company") with the appointed date being 1s'' April, 2013.

The proposed Scheme is however, subject to the requisite approvals of the respective shareholders/creditors of the Company, other Transferor Companies and Transferee Company, other statutory/regulatory authorities in the respective jurisdictions and subject to the sanction/confirmation by the concerned High Court and/or any other appropriate authority as may be necessary.

Particulars of Employees:

There are no employees whose information is required to be given as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Directors:

As per the provisions of the Companies Act, 1956 and Articles of Association, Mr. M. G. Ramakrishna retires by rotation and being eligible offers, himself for reappointment.

Auditors:

M/s Price Waterhouse, Delhi (Firm Registration No. 012754N) Chartered Accountants, Auditors of the Company, retire at the conclusion of 40th Annual General Meeting of the Company and have expressed their willingness to continue as Auditors of the Company. M/s. Price Waterhouse, (Firm Registration No. 012754N) Chartered Accountants, have conveyed that, if appointed, they would be eligible to act as Auditors of the Company.

You are requested to appoint Auditors for the current financial year and fix their remuneration.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuous support and co-operation received from customers, dealers, suppliers, and bankers. Your Directors also wish to place on record their deep sense of appreciation for the committed services of employees. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

On behalf of the Board of Directors,

A.Y. MAHAJAN A. DINAKAR Chairman Managing Director

Place: Mumbai

Date : May 13th, 2013

---

Mar 31, 2012

To The Members of Saint-Gobain Sekurit India Limited

The Directors present the Thirty-ninth Annual Report of your Company along with the Audited Accounts for the year ended 31st March, 2012.

Financial Highlights

(Rs. in Lacs) Particulars For the For the year ended year ended March 31, March 31, 2012 2011

Sales 11508.12 10372.95

Operating Profit/(Loss) 1012.26 1023.75

Profit/(Loss) before Tax 1012.26 1023.75

Provision for Tax 328.26 23.19

Profit/(Loss) after Tax 684.00 1000.56

Balance brought forward from previous year (3676.10) (4676.66)

Profit/ (Loss) carried to Balance Sheet (2992.10) (3676.10)

Responsibility Statement:

Your Directors confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for that year;

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

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

Operations:

The automotive sector witnessed a sharp drop in growth in the year under review. Despite this, your Company's sales increased by 11%. This was achieved largely on account of good sales to the commercial vehicle and three wheeler segments of the market. The operations at both Chakan and Bhosari plants continue to make progress in technical performance with inputs from the parent company's international technical assistance teams. However the year under review has seen significant input cost increases which have put pressure on margins and profits, only a part of which has been offset by price increases from customers.

Environment, Health & Safety:

Your Company is committed to ensure a clean and green pollution-free environment as well as a healthy and safe work place at all its plant locations. Environment, Health and Safety is accorded the highest priority within Saint-Gobain. Strict adherence to all regulatory requirements and guidelines is maintained at all times. Your Company's plants at Bhosari & Chakan are certified under ISO 14001 and OHSAS 18001.

Corporate Governance Report and Management Discussion & Analysis Report:

a) As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report and Management Discussion and Analysis Report are annexed and form part of the Directors' report. (Annexure A & C respectively)

b) Certificate dated 18th May, 2012 of M/s. V.N. Deodhar & Co., Company Secretaries, regarding the compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, is enclosed. (Annexure B )

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo:

The Company is focused on energy conservation, as a key component of its overall strategy to remain competitive. The Company ensures that scarce energy resources are utilised in the most productive manner. The consumption of energy is closely monitored. Regular studies are conducted to analyse quantitative energy consumption pattern, variances are rigorously scrutinised and accordingly continuous efforts are made towards further improving efficiency.

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo as required in the prescribed format is annexed (Annexure D) and forms part of this Report.

Employee Relations:

The Company continues to place significant importance on its human resources and enjoys cordial and peaceful relations at all levels. During the year, various initiatives for employee involvement and efficiency improvement were undertaken.

The Directors are pleased to place on record their appreciation of the hard work and the contribution made by all the employees. As at March 31,2012, there were 182 employees.

Fixed Deposits:

The Company has not accepted any Fixed Deposits from the public under Section 58A of the Companies Act, 1956.

Listing:

The Equity Shares of your Company are currently listed on the Bombay Stock Exchange Limited (BSE). The Company had received a proposal from Saint-Gobain Glass India Limited, Promoter of the Company on 18th May, 2011 for voluntary delisting of equity shares of the Company from the BSE. The Board of Directors of the Company, at its meeting held on 18th May, 2011, approved and recommended the same to the shareholders for approval through a Postal Ballot in accordance with Section 192A of the Companies Act, 1956, and the rules framed thereunder. A Special Resolution through postal ballot under section 192A of the Companies Act, 1956 was passed on 4th July, 2011. Your Company received "in- principal" approval from the BSE on 10th May, 2012.

Particulars of Employees:

There are no employees whose information is required to be given as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Directors:

As per the provisions of the Companies Act, 1956 and Articles of Association, Mr. Padmanabha Shetty retires by rotation and being eligible offers himself for reappointment.

Auditors:

M/s Price Waterhouse, Delhi (Firm Registration No. 012754N) Chartered Accountants, Auditors of the Company, retire at the conclusion of 39th Annual General Meeting of the Company and have expressed their willingness to continue as Auditors of the Company. M/s. Price Waterhouse, (Firm Registration No.012754N) Chartered Accountants, have conveyed that, if appointed, they would be eligible to act as Auditors of the Company.

You are requested to appoint Auditors for the current financial year and fix their remuneration.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuous support received from your Company's customers, its dealers and suppliers and from its Bankers. Your Directors also acknowledge with gratitude the encouragement and support extended by its valued shareholders.

On behalf of the Board of Directors,

A.Y. MAHAJAN A. DINKAR Chairman Managing Director

Place: Mumbai

Date : May 18, 2012

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Mar 31, 2011

The Members,

Saint-Gobain Sekurit India Limited

The Directors present the Thirty-eighth Annual Report of your Company along with the Audited Accounts for the year ended 31st March, 2011.

Financial Highlights

(Rs. in Lacs)

Particulars For the For the

year ended year ended

March 31, March 31,

2011 2010

Sales 10372.95 9051.59

Operating Profit / (Loss) 1064.79 646.82

Interest and Financial Charges (40.62) (143.04)

Profit / (Loss) Before tax 1024.17 503.78

Provision for Tax (23.61) -

Profit / (Loss) after Tax 1000.56 503.78

Balance brought forward from

Previous Year (4676.66) (5180.44)

Profit /(Loss) carried to

Balance Sheet (3676.10) (4676.66)

Responsibility Statement:

Your Directors confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for that year;

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

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

Operations:

During the year under review, your Company's sales increased by 13%. The recovey witnessed in the latter part of 2009-10 strengthened in 2010-11. All relevant segments of the market - commercial vehicles, passenger vehicles and 3 wheelers saw strong growth.

During the past few years, your Company has taken a number of important initiatives. The plants at Bhosari and Chakan were modernised. The operations of your Company were restructured and rationalised. There was sustained focus on operational efficiencies. Thanks to these efforts, your Company's operating profit has increased steadily; in the year under review, operating profit at Rs.1065 lacs was nearly 65% higher than the previous year.

Environment, Health & Safety:

Environment, Health and Safety are accorded the highest priority within Saint-Gobain. The Company is conscious of its responsibility towards creating, maintaining and ensuring a safe and clean environment. Strict adherence to all regulatory requirements and guidelines is maintained at all times. Your Company's plants were recertified under ISO 14001 and OHSAS 18001.

Corporate Governance Report and Management Discussion & Analysis Report:

a) As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report and Management Discussion and Analysis Report are annexed and form part of the Directors' report. (Annexure A & C respectively)

b) Certificate dated 18,h May, 2011 of M/s. V.N. Deodhar & Co., Company Secretaries, regarding the compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, is enclosed. (Annexure B)

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo:

The Company is focused on energy conservation, as a key component of its overall strategy for remaining competitive. The Company ensures that the scarce energy resources are utilised in the most productive manner. The consumption of energy is closely monitored at all the manufacturing units. Regular studies are conducted to analyse quantitative energy consumption pattern, variances are rigorously scrutinised and accordingly continuous efforts are made towards further improving efficiency.

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo as required in the prescribed format is annexed (Annexure D) and forms part of this Report.

Employee Relations:

The Company places significant importance on its human resources and enjoys cordial and peaceful relations at all sites and at all levels. During the year, various initiatives for employee involvement and efficiency improvement were undertaken.

The Directors are pleased to place on record their appreciation of the hard work and dedication of all its employees. As at March 31, 2011, there were 179 employees.

Fixed Deposits:

The Company has not accepted any Fixed Deposits from the public under Section 58A of the Companies Act, 1956.

Insurance:

The Company's assets and insurable interests continue to be adequately insured against the risk of fire, riot and earthquake among other perils.

Listing:

The Equity Shares of the Company are currently listed on the Bombay Stock Exchange Limited (BSE). The Company has received a proposal from Saint-Gobain Glass India Limited, Promoter of the Company on 18th May, 2011 for voluntary delisting of the equity shares of the Company from the BSE. The Board of Directors of the Company, at its meeting held on 18th May, 2011, have approved and recommended the same to the shareholders for approval by way of a Postal Ballot in accordance with Section 192A of the Companies Act, 1956 and the rules framed there under.

Particulars of Employees:

There are no employees whose information is required to be given as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Directors:

As per the provisions of the Companies Act, 1956 and Articles of Association, Mr. A. Y. Mahajan retires by rotation and being eligible offers himself for reappointment.

Auditors:

M/s Price Waterhouse, Bangalore (Firm Registration No. 007568S) Chartered Accountants, Auditors of the Company, retire at the conclusion of 38th Annual General Meeting of the Company and have expressed their inability to continue as Auditors of the Company. M/s. Price Waterhouse, Delhi (Firm Registration No.012754N) Chartered Accountants, have conveyed that, if appointed, they would be eligible to act as Auditors of the Company.

You are requested to appoint Auditors for the current financial year and fix their remuneration.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuous support and co-operation received from your Company's customers, dealers, suppliers and bankers. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

On behalf of the Board of Directors,

A.Y. MAHAJAN

CHAIRMAN

Place: Mumbai

Date : May 18, 2011

---

Mar 31, 2010

The Directors present the Thirty-seventh Annual Report of your Company along with the Audited Accounts for the year ended 31st March, 2010.

Financial Highlights

(Rs. in Lacs)

Particulars Year 15-Months

Ended Ended

March 31, December

2010 31,2009

Sales 9051.59 10341.55

Operating Profit / (Loss) 646.82 264.02

Interest and Financial Charges (143.04) (221.51)

Profit / (Loss) Before tax 503.78 42.51

Provision for Fringe Benefit Tax - 11.11

Profit / (Loss) after Tax 503.78 31.40

Balance brought forward from

Previous Year (5180.44) (5211.84)

Profit /(Loss) carried to

Balance Sheet (4676.66) (5180.44)

Responsibility Statement:

Your Directors confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for that year;

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

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

Operations:

During the year under review, your companys sales increased by 9.4% on an annualized basis. The year started with the Indian Automotive market still under the impact of the global slowdown. But towards the later part of the year the market recovered significantly. All relevant segments, passenger vehicles, commercial vehicles and 3-wheelers, were positive.

For the past few years, the efforts taken by, your Company in restructuring its operations, investments made towards modernisation of plants at Chakan and Bhosari, sustained focus on operational efficiencies have yielded results and your Companys operating profit increased from Rs. 264 lacs in the previous 15-month period to Rs. 647 lacs in the current 12-month period. Your company, in our view, is well positioned to serve the present and future demands of its target market.

Environment, Health & Safety:

Your Company is committed to ensure a clean and green pollution-free environment as well as a healthy and safe work place at all its plant locations. Environment, Health and Safety is accorded the highest priority within Saint-Gobain. Strict adherence to all regulatory requirements and guidelines is maintained at all times. Your Companys plants at Bhosari & Chakan are certified under ISO 14001 and OHSAS 18001.

Corporate Governance Report and Management Discussion & Analysis Report:

a) As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report and Management Discussion and Analysis Report are annexed and form part of the Directors report. (Annexure A & C respectively)

b) Certificate dated 29th May, 2010 of M/s. V.N. Deodhar & Co., Company Secretaries, regarding the compliance of the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, is enclosed. (Annexure B )

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo:

The Company is focused on energy conservation, as a key component of its overall strategy for remaining competitive. The Company ensures that the scarce energy resources are utilised in the most productive manner. The consumption of energy is closely monitored at all the manufacturing units. Regular studies are conducted to analyse quantitative energy consumption pattern, variances are rigorously scrutinised and accordingly continuous efforts are made towards further improving efficiency.

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant

information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo as required in the prescribed format is annexed (Annexure D) and forms part of this Report.

Employee Relations:

The Company continues to place significant importance on its human resources and enjoys cordial and peaceful relations at all levels. During the year, various initiatives for employee involvement and efficiency improvement were undertaken. A Memorandum of Settlement was signed between the Management and Workers Union at Chakan plant on 28th May, 2010 for the period 1st July, 2009 to 30,h June, 2012.

The Directors are pleased to place on record their appreciation of the services rendered by the employees at all levels. As at March 31, 2010, there were 186 employees.

Fixed Deposits:

The Company has not accepted any Fixed Deposits from the public under Section 58A of the Companies Act, 1956.

Insurance:

The Companys assets and insurable interests continue to be adequately insured against the risk of fire, riot and earthquake among other perils.

Listing:

The Equity Shares of the Company are currently listed on the Bombay Stock Exchange Limited (BSE).

Particulars of Employees:

There are no employees whose information is required to be given as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Directors:

As per the provisions of the Companies Act, 1956 and Articles of Association, Mr. M.G. Ramakrishna retires by rotation and being eligible, offers himself for reappointment.

Auditors:

M/s Price Waterhouse, Chartered Accountants, Auditors of the Company, retire at the conclusion of 37th Annual General Meeting of the Company and have expressed their willingness to continue as Auditors of the Company. M/s. Price Waterhouse, Chartered Accountants, have conveyed that, if appointed, they would be eligible to act as Auditors of the Company.

You are requested to appoint Auditors for the current financial year and fix their remuneration.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuous support and co-operation received from customers, dealers, suppliers, financial institutions and others. Your Directors also wish to place on record their deep sense of appreciation for the committed services of employees. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

On behalf of the Board of Directors,

A.Y. MAHAJAN DR. SREERAM SRINIVASAN

CHAIRMAN MANAGING DIRECTOR

Date : May 29, 2010 Place: Mumbai