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Borosil Glass Works Ltd.

BSE: 502219 Sector: Industrials
NSE: BOROGLASS ISIN Code: INE666D01014
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P/E 32.38
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OPEN 6965.00
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VOLUME 1387
52-Week high 8702.60
52-Week low 2200.00
P/E 32.38
Mkt Cap.(Rs cr) 1667.43
Buy Price 0.00
Buy Qty 0.00
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Borosil Glass Works Ltd. (BOROGLASS) - Director Report

Company director report

To

The Members of

BOROSIL GLASS WORKS LIMITED

Your Directors present their Fifty Third Annual Report and the Audited FinancialStatement for the year ended March 312016.

FINANCIAL RESULTS (Rs. in lacs)
Year ended 31.03.2016 Year ended 31.03.2015
Revenue from Operations 22221 17542
Other Income 5811 6600
Profit for the year before Finance cost Depreciation and exceptional item 6598 7348
Less: Finance Cost 116 25
Less: Depreciation & Amortisation Expenses 526 548
Profit before Exceptional Item 5956 6775
Less: Exceptional Item (NSEL write off) - 422
Profit Before Tax 5956 6353
Less: Tax expenses 730 1437
Profit for the year 5226 4916
Add: Balance as per last year 67819 64307
Amount available for Appropriation 73044 69223
Appropriations
Amount Transferred to General Reserve 500 500
Interim Dividend on Equity Shares 577 -
Tax on above Dividend 118 -
Final Dividend on Equity Shares - 751
Tax on above Dividend - 153
Premium paid on Buyback of Equity Shares adjusted with surplus in Statement of P & L 15884 -
Balance carried to Balance Sheet 55965 67819

DIVIDEND

During the year the Company has already paid an interim dividend of Rs. 25/- perequity share. In addition the Company had also rewarded shareholders by way of a buybackof equity shares during the year. Your Company also has ambitious plans for growth throughboth organic and inorganic routes for which it is prudent to conserve capital. TheDirectors have thus decided not to recommend any final dividend for FY16.

During the year the Company had earned a profit after tax of Rs. 52.2 crore. Thedividend for the year together with tax on dividend translates to a dividend payout of13.3%.

REVIEW OF OPERATIONS

During FY16 your Company achieved Revenue from Operation of Rs. 222.2 crore as againstRs. 175.4 crore a strong growth of 26.7%.

The Company’s Profit Before Tax (PBT) excluding profit from investments also grewby 26.7% from Rs. 17.8 crore in FY15 to Rs. 22.6 crore in FY16.

Other Income during FY16 was lower at Rs. 58.1 crore as compared to Rs. 66.00 crore inFY15. However Other Income in the previous year included a one-time profit pertaining tosale of a non-core real estate asset to the tune of Rs. 27.6 crore. Other Income beforethis exceptional item grew by 51% as a result of booking gains on some of theCompany’s financial investments.

The Company recorded a PBT of Rs. 59.6 crore as compared to Rs. 63.5 crore in FY15. PBTwithout the prior year’s one-time gain detailed above has shown a growth of 66%.

Profit After Tax (PAT) recorded a modest growth of 6% from Rs. 49.2 crore in FY15 toRs. 52.2 crore in FY16. After adjusting for the one-time gain in the previous yearhowever the growth in PAT was 72 %.

The Effective Tax Rate during FY16 was 12.3%. This was lower primarily on account ofnon-taxable earnings from sale of long-term investments.

MANAGEMENT DISCUSSION AND ANALYSIS

This discussion covers the Company’s financial results and other developmentsduring April 2015 - March 2016. Some statements in this discussion pertaining toprojections estimates expectations or outlook may be forward looking. Actual results mayhowever differ materially from those stated on account of various factors such as changesin government regulations tax regimes economic developments exchange rate and interestrate movements impact of competing products and their pricing product demand and supplyconstraints within India and other countries where the Company conducts business.

INDUSTRY STRUCTURE AND DEVELOPMENT

While the Indian economy had witnessed challenging times over 2012-14 with prolongedhigh inflation and low growth it had gradually transitioned to one with steadyimprovement over the last two years although the pace of growth recovery has been slowerthan anticipated. GDP grew at 7.6% in FY16 and the IMF looked upon India as a bright spotin the slowing global economy. The Economic Survey predicts growth to be between 7% -7.75% in FY17 with downside risks owing to ongoing developments in the world economy. Therecent growth revival in India is predominantly consumption driven. This consumption ledrecovery may be sustained with a sustained fall in inflation and improvement in purchasingpower. Pick up in consumption may create a virtuous cycle of higher demand - improvedcapacity utilization - higher manufacturing investment - higher job and income growth -higher consumption. The poor monsoons during the past two years have impacted the ruraleconomy. A supportive monsoon as is forecast for FY17 could show an improvement in therural sector. Higher wage payouts recommended by the Central Pay Commission couldpotentially also boost private consumption. On the other hand a substantial erosion ofglobal demand may manifest in loss of Indian exports and act as a drag on domestic growth.

India is forecast to become the most populous nation by 2030. In addition it is poisedfor a demographic dividend with a large number of youth joining the workforce. This isaccompanied by trends such as urbanization increase in the number of nuclear householdswomen in the workforce improved education levels and modernization of lifestyles.

Borosil Glass Works Limited conducts its operations in two business segments namelyits Scientific & Industrial Products Division (SIP) and its Consumer Products Division(CPD).

SIP caters to the needs of the entire Pharmaceutical industry Research andDevelopment Education and Health segments of the market. These industries are seeing arapid move towards automation. This shift is improving productivity multifold andexponentially increasing the volumes of tests and analyses being conducted. Newmethodologies are being developed for sample preparation enabling multiple analyses.Consequently there is a large market emerging for new instrumentation and other products.At the same time there is also a trend towards use of plastics replacing glass.Traditionally the Company used to market glassware including a wide variety of scientificindustrial and pharmaceutical glass items sourced both from international and domesticmarkets. Changing with market needs it has now begun to see itself evolve from aglassware manufacturer to a solutions provider to its customers for their laboratory andproduct needs. A beginning has been made through the marketing of HPLC vials LiquidHandling Systems as well as Bench Top Instruments.

CPD has been marketing microwaveable glassware products to consumers. There is adefinite trend in terms of increased disposable income of households more nuclearfamilies and changes in consumer lifestyle. Kitchen designs are improving (even as theymight get smaller) and consumers are entertaining at home more often. This gives rise tothe need for kitchen and serving products that perform more efficiently and are at thesame time more elegant. Borosil products seek to empower their consumers with just thatin accordance with our tag-line "performs beautifully". With a rise in healthconsciousness in the country there is a gradual shift from storage of food items inplastic to glass containers. The Company has introduced product lines in kitchenappliances a melamine and opal range of tableware products and glass storage containersto exploit these opportunities.

RISKS AND CONCERNS

(a) Macro Economic Factors: In situations of economic constraints items which are inthe nature of discretionary spending are the first to be curtailed. Factors such as lowGDP growth and high food inflation can result in postponement of purchase or down-tradingfrom premium to mass market products.

(b) Changing Customer Preferences: Demand can be adversely impacted by a shift incustomer and consumer preferences. The Company keeps a close watch on changing trends andidentifies new product lines that it can offer its existing customers.

(c) Competition: With low entry barriers there could be an increase in the number ofcompeting brands. Counter campaigning and aggressive pricing by competitors (includinge-commerce players buying sales through heavy discounting) have the potential of creatinga disruption. China could be a source of low cost products in addition to grey marketimports. The Company brand "Borosi" enjoys a first mover advantage andsignificant brand equity. Marketing investments to further strengthen the brand maymitigate the impact of aggressive competition.

(d) Growth of Online as a new channel: New brands are being launched online. Withincreased online penetration distributor relationships may no longer remain a criticalsuccess factor. The Company has listed its products on major e-tailor marketplaces and hasalso launched its own e-commerce portal www.myborosil.com.

(e) New Product Launches: New products may not find very favorable acceptance byconsumers or may fail to achieve sales targets. The Company has a systematic outside-ininsighting and new product development process which helps in increasing the chances ofnew product success.

(f) Acquisitions: Acquisitions entail deployment of capital and may increase thechallenge of improving returns on investment particularly in the short run. Integrationof operations may take time thereby deferring benefits of synergies of unification. TheCompany contemplates acquisitions with a high strategic fit where it envisages a clearpotential to derive synergistic benefits.

(g) Input Costs: Unexpected changes in commodity prices resulting from global demandand supply fluctuations as well as variations in the value of the Indian Rupee versusforeign currencies could lead to an increased cost base with a consequent impact onmargins.

(h) Counterfeits: Counterfeits pass-offs and lookalikes are a constant source ofunfair competition for leadership brands.

(i) Volatility in Financial Markets: Investments in equity debt and real estatemarkets are always subject to market fluctuation risks. The Company tries to lower itsrisk by maintaining a diversified portfolio and targeting maintenance of purchasing power(preservation of capital on an inflation adjusted basis).

Adequacy of Internal Financial Controls

The Company has adequate Internal Control Systems commensurate with its size and natureof business. Internal Audits are periodically conducted by an external firm of CharteredAccountants who monitor and evaluate the efficiency and adequacy of internal controlsystems in the Company its compliance with operating systems accounting procedures andpolicies at all locations of the Company. Based on the report of internal audit functionsuitable corrective actions are taken and thereby controls are strengthened. TheseInternal Audit reports are reviewed by the Audit Committee.

ANALYSIS OF SEGMENT WISE PERFORMANCE

Scientific & Industrial Products Division (SIP)

FY16 was a very good year for SIP. Revenue increased from Rs. 101.6 crore in FY15 toRs. 119.1 crore in FY16 a 17% growth inspite of scarcity of funds in research institutesin the backdrop of weak monsoon last year and resultant drought in many parts of thecountry. New products which were launched in the previous year continued to be receivedwell by the Pharma Customers. Key Account Managers were tasked with the responsibility ofservicing individual key relationships to lend focus to these accounts. Inventorymanagement was improved during the year to reduce loss of sales on account of stock-outs.SIP continued to consolidate its market share in the organized laboratory glassware spacein India. As per an Internal Survey carried out by the Company it commands nearly 65% ofthe domestic laboratory glassware market.

Consumer Products Division (CPD)

Revenue in the consumer products division recorded a very healthy growth of 40%; upfrom Rs. 72.8 crore in FY15 to Rs. 101.8 crore in FY16. Growth in the domestic market at44% was contributed by all categories across all channels.

The Company’s new range of products has been performing well. Domestic Applianceslaunched last year also saw good traction in the market place with the business growing106% over the last financial year. Apart from the product categories introduced by theCompany in the previous years namely Melamine dinnerware Appliances and Home Decor theCompany also made a successful entry into the Storage Category this year. Contribution tooverall sales from categories introduced in the last 3 years was 24%. Overall growthbolstered by these new products is increasing throughput of the Company’s product inthe sales channels (retailers and distributors) thus helping to build strongerrelationships with our channel partners. The Company has also successfully introduced itsnew offerings in most of the stores in the Modern Trade chains.

Exports of CPD during the year were impacted by elections in the Tanzanian market andby currency depreciation. The Company has recently made a foray into the Middle Eastmarket through its subsidiary Borosil Afrasia FZE.

Investments

The Company has investments in various debt equity and real estate instruments as perthe Investment policy mandate approved by the Board. During the year under review theCompany made a profit (net of expenses) of Rs. 37.0 crores from its investible funds.

The Company has ulitilized '174 crores from its pool of surplus funds during the yearto buyback equity shares of the Company. In addition the Company invested approximatelyRs. 50 crore towards its acquisition of Hopewell Tableware Private Limited. As of March312016 the Company had investible funds of about Rs. 159 crores as compared to Rs. 333crores as on March 312015.

SHARE CAPITAL

The Paid-up Capital of the Company is Rs. 23100000/- and Authorised Capital of theCompany is '120000000/-.

Discussion on Financial Performance with respect to operational performance

Since the Company is debt free the overall financial performance was in line with theoperational performance except that the Company has income from its investible funds.

Material Development in Human Resources Industrial Relations and number of peopleemployed

The Company believes that talent and culture can be nurtured into a source ofcompetitive advantage. The Company has initiated several steps to build a strong cultureand institution.

The Company has prepared and published its Vision Statement both for ‘Scientific& Industrial Products Division' and ‘Consumer Products Division’. TheCompany has developed an overall organizational strategy to achieve growth aspirations ofthe organization for the next three years through deliberation by a Steering Committeecomprising the Managing Director and Functional heads. The Company has adopted‘Corporate Values' which act as a common binding force for all employees in theCompany as well as associate companies to take them together towards achieving thestrategic goals. The Values guide members on mindsets and behavior that is expected andencouraged. These are regularly communicated and reinforced.

Based on its vision and strategic goals the Company has evolved the desired set ofcompetencies for its employees. Employee development plans are being aligned to thedefined competencies. Similarly all new recruitments will also be made on the basis ofthis set of competencies.

The Company is building a performance oriented culture with merit based rewards andrecognition.

The Company as a part of its program for upgrading skills of its employees arrangesvarious training programs for executives at various levels including functional and softskills training. During the year the Company has sponsored a number of developmentinitiatives which include:

1. "Field Sales Management" for Consumer Products Division.

2. Workshop on "Towards clear and confident communication" for SupportDivision.

3. "Outbound team building program" for Scientific & Industrial ProductsDivision.

The Company has also devised various employee benefit policies which are revised fromtime to time. In order to maintain a work life balance and to encourage team interactionbeyond work the Company organizes various events including an event known as‘Unwind' on a bi-monthly basis.

The Company has also put in place a Code of Business Ethics.

The Company had 204 office staff / managerial personnel employed as on March 312016 invarious offices/locations. In addition there were 09 retainers in different fields.

OTHER DEVELOPMENTS BUYBACK OF EQUITY SHARES

In terms of Special Resolution passed by the Equity Shareholders by postal ballot onNovember 5 2015 and after receiving necessary comments from Securities and Exchange Boardof India (SEBi) and complying with necessary requirements the offer of the Company tobuyback 696000 equity shares of face value of '10/- each on proportionate basis from allthe existing shareholders / beneficiary owners including the promoters at a price of Rs.2500/- per equity share for an aggregate maximum amount of Rs. 174 crores remained openfrom January 15 2016 to January 29 2016. The offering in the buyback was more than theoffer size and hence Company bought back 696000 equity shares which were extinguishedthereby the issued and paid-up share capital of the Company comprised 2310000 equityshares as on March 312016.

ACQUISITION OF 100% SHARES IN HOPEWELL TABLEWARE PRIVATE LIMITED

Your Company has identified acquisitions as one of its avenues for growth. In January2016 the Company acquired 100% shares of Hopewell Tableware Private Limited(Hopewell/HTPL). Hopewell is the manufacturer and marketer of the opal glassware brand"Larah". The brand has a range of fashionable microwaveable tableware productssuch as dinner sets plates and bowls. Hopewell recorded a turnover of Rs. 55 crore duringFY16. The modern homemaker is looking for elegantly designed and fashionable products thatcould be used frequently (daily use) without fear of damage. Larah offers a light strongand chip resistant product range to cater to this consumer need. Additionally theproducts are bone-ash free making them vegetarian friendly. HTPL’s manufacturingfacility is located in Jaipur district of Rajasthan.

This acquisition provides your Company access to several new households in thevalue-for-money or mass market segment complementing our more premium Borosil range. Asthe sales channels for both the ranges are the same the Company expects to derivesynergies in its sales force productivity. It will also improve our throughput with oursales channel partners (distributors and retailers) and serve to strengthen ourrelationships with them.

The Company expects to grow the Hopewell business profitably by providing strategictechnical and financial assistance.

OUTLOOK

Scientific and Industrial Products (SIP)

The Company already enjoys strong relationships with existing clients. It believes thata significant opportunity exists in understanding the evolving needs of these customersand providing them with solutions. Knowing its customers and their range of needs betteris expected to result in the Company benefitting from a larger share of thecustomer’s wallet. New product introductions would largely be targeted to increaseour range of offerings to the same customers.

The demand for lab consumables from the industry especially the pharmaceuticalindustry is expected to remain steady. This division continues to target the educationalsector by reaching more and more schools in India for product promotions and has set anambitious target of approaching 1500 schools in the near future. In February 2016 SIPforayed into marketing of bench top instruments for laboratories. This has been receivedwell by the customers. There is appreciable scope for growth in this sector in the future.

In the medium term the company continues to expect steady growth from its existingproduct range. Further growth will be fuelled by new product introductions bench topinstruments and geographic expansion for laboratory glassware.

SIP would target a medium term organic revenue growth rate of about 12% broadly inline with the growth in the industry. This would be supplemented by inorganic growththrough acquisitions with a strategic fit.

Consumer Products Division (CPD)

Favourable consumer trends provide a tailwind to CPD in the medium term. The recentintroduction of a range of product lines would help the Company to tap into this trend.While microwaveable products would show steady growth the Appliances and Storage linesare expected to create new avenues of growth. The addition of Larah to the portfolio(through the acquisition of Hopewell) will increase our share of shelf and provide animpetus for growth in the tableware market. The Company plans to support these initiativeswith higher marketing investments to drive awareness and salience. Its sales &distribution teams will focus on expanding outlet reach in general trade and buildingstronger relations with modern trade and e-commerce players. During the previous year theCompany incorporated Borosil Afrasia FZE through which it will make a foray into theMiddle East and African markets.

In the medium term the Company expects organic revenue growth from CPD in the range of15%-18%. The Company plans to supplement this with inorganic growth through strategicacquisitions.

Investments

The Company has a sizeable portfolio of investments given surplus funds on its balancesheet (Rs. 159 crores as of March 312016). However the Other Income during FY17 isexpected to be lower than in FY16 owing to a decline in the investible surplus after theShare Buyback and Acquisition undertaken in FY16. The Company expects to find avenues toinvest its surplus funds for growth in its core business. Until such deployment in thebusiness these funds are invested in a portfolio primarily comprising equity debt andreal estate funds. The objective is to preserve purchasing power on an inflation-adjustedbasis at a moderate risk.

SUBSIDIARY & ASSOCIATES

The Company has two wholly owned subsidiaries namely:

Borosil Afrasia FZE (Free Zone Establishment) in Jebel Ali Free Zone situated in Dubaiin United Arab Emirates (UAE).The said FZE is engaged in the business of marketing theCompany’s products in the Middle East and African markets; and Hopewell TablewarePrivate Limited engaged in the business of manufacture and marketing of opal glasswarewith a factory in Jaipur Rajasthan.

Further Borosil Afrasia FZE has incorporated a Limited Liability Company namelyBorosil Afrasia Middle East Trading LLC. As per UAE law foreign entities are entitled tohold a maximum of 49% shares in an LLC accordingly Borosil Afrasia FZE holds 49% sharesin the said LLC.

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

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

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 129(3) of Companies Act 2013 the Company has prepared a consolidatedfinancial statement of the Company along with Borosil Afrasia FZE (subsidiary) GujaratBorosil Limited (in which the Company exercises more than 50% of the voting rights as perAccounting Standard 21) and Fennel Investment and Finance Private Limited (associatecompany). Apart from standalone annual accounts consolidated accounts Statementcontaining salient features on financial statements of subsidiary in Form AOC 1 theindividual standalone financial statement of all subsidiary/associate as mentioned abovewill be uploaded on the website of the Company as per Section 136 of the Companies Act2013.

The Company will provide a copy of separate audited financial statements in respect ofits subsidiaries to any shareholder of the Company who asks for it and the said annualaccounts will also be kept open for inspection at the Registered Office of the Company andthat of the subsidiary companies.

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

BOARD OF DIRECTORS ITS MEETINGS EVALUATION ETC.

Board Meetings

The Board of Directors of the Company met nine times during the year on 13thMay 2015; 25th May 2015; 06th August 2015; 11thSeptember 2015; 09th November 2015; 14th January 2016; 06thFebruary 2016; 10th March 2016 and 31st March 2016.

Independent Directors

The Company has four Independent Directors namely Mr. U.K. Mukhopadhyay Mr. NaveenKumar Kshatriya Mr. S. Bagai and Mrs. Anupa R. Sahney all of them having tenure upto 31stMarch 2019.

Declaration by Independent Directors

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

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

Under Section 178 of the Companies Act 2013 the Company has prepared a policy onDirectors' appointment and Remuneration.

The Company has also laid down criteria for determining qualifications positiveattributes and independence of a Director. Remuneration policy is attatched herewith as an‘Annexure A' to this report.

Familiarization Programme for Independent Directors

A Familiarization programme was prepared by the Company about roles rights andresponsibilities of Independent Directors in the Company nature of industry in which theCompany operates business model of the Company etc. which was presented to IndependentDirectors on 06th February 2016. The details of the above programme areavailable on website of the Company athttp://www.borosil.com/doc_files/Familarisation%20Programme%20for%20Independent%20Directors.pdf

Formal Annual Evaluation

The Formal Annual Evaluation has been made as follows:

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

2. Evaluation of the Board was made by a Separate Meeting of Independent Directors heldunder Chairmanship of Mr.U.K. Mukhopadhyay Lead Independent Director (without attendanceof Non-Independent Director and members of the management) on 31st March 2016.

3. The performance evaluation of following committees namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Share Transfer Committee

was done by the Board of Directors at its meeting held on 31st March 2016.However evaluation of Stakeholders Relationship Committee was done by the Board ofDirectors at its meeting held on 30th May 2016.

4. Performance evaluation of Non-Independent Directors namely Mr. B. L. Kheruka Mr.P.K. Kheruka Mr. Shreevar Kheruka and Mr. V. Ramaswami was done at a Separate Meeting ofIndependent Directors.

5. Evaluation of Independent Directors namely Mr. U. K. Mukhopadhyay Mr. Naveen KumarKshatriya Mr. S. Bagai and Mrs. Anupa R. Sahney was done (excluding the Director who wasevaluated) by the Board of Directors of the Company at its meeting held on 31stMarch 2016.

6. In addition the Nomination and Remuneration Committee has carried out evaluation ofevery Directors' performance at its meeting held on 31st March 2016 asrequired under Section 178 (2) of Companies Act 2013.

7. The Directors expressed their satisfaction with the evaluation process. Performanceevaluation of Board its various committees and directors including Independent Directorswas found satisfactory.

Mr. P. K. Kheruka retires by rotation and being eligible offers himself forre-appointment.

KEY MANAGERIAL PERSONNEL

Ms. Lovelina Faroz resigned as Company Secretary & Key Managerial Personnel (KMP)of the Company with effect from 23rd September 2015. Ms. Gita Yadav joined asthe Company Secretary & Key Managerial Personnel (KMP) of the Company with effect from02nd November 2015.

Mr. Rajesh Chaudhary Chief Financial Officer of the Company resigned as ChiefFinancial Officer & Key Managerial Personnel effective 30th March 2016 fortaking up a larger assignment in an associate company. Mr. Swadhin Padia has beenappointed as Chief Financial Officer and Key Managerial Personnel with effect from 01stApril 2016.

CORPORATE GOVERNANCE REPORT

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

The Board of Directors of the Company has evolved and adopted a Code of Conduct andposted the same on the Company’s website ‘www.borosil.com’. The Directorsand senior Management personnel have affirmed their compliance with the Code for the yearended 31st March 2016.

FIXED DEPOSITS

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

There are no unclaimed deposits.

DEVELOPMENT AND IMPLENTATION OF RISK MANAGEMENT POLICY

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

RELATED PARTY TRANSACTIONS

The Company entered into various Related Party Transactions during the financial yearwhich were in the ordinary course of business. The Company places before the AuditCommittee all transactions which are foreseen and repetitive in nature on a quarterlybasis. The Company had also obtained approval of shareholders in the previous year forsuch Related Party Transactions which exceeded the threshold limits as mentioned under theCompanies (Meetings of the Board and its Powers) Rules 2013 or which were material innature with Vyline Glass Works Limited and Gujarat Borosil Limited.

The Company has formulated a policy on dealing with Related Party Transactions. This isavailable on the website of the Company athttp://www.borosil.com/doc_files/Related%20Parties%20Transaction%20Policy.pdf

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

The details of all the transactions with Related Parties are provided in theaccompanying financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its initiatives under "Corporate Social Responsibility" (CSR) theCompany has undertaken projects in the areas of Education Health and protection of sitesof historical importance which were in accordance with Schedule VII of the Companies Act2013. The Company contributed:

1. Rs. 2500000/- to Indian Cancer Society in order to provide financial assistance tothe poor people who cannot afford the initial cost of diagnosis and / or need help incovering certain part of their treatment as also to organize cancer detection camps.

2. Rs. 1000000/- to Chinmaya Seva Trust for conducting educational workshops namely‘Transform Indians to Transform IndiaRs. (TITI).

3. Rs. 102000/- to Shree Ram Krishna Cancer Hospital for building expansion and forequipments instruments and accessories.

4. Rs. 100000/- to Ramkrishna Mission Khetri Rajasthan for restoring the historicashram building sanctified by Swami Vivekanand.

5. Rs. 400000/- to Rotary Welfare Trust Bharuch for organizing mammographydiagnostic camp (cancer awareness and diagnostic campaign).

6. Rs. 1000000/- to a project of Friends of Tribal Society for promoting educationthrough ‘One Teacher School' called ‘Ekal Vidyalaya' for tribal children inrural areas.

7. Rs. 1000000/- to Prime Minister’s Relief Fund to provide relief to theearthquake affected places in India & Nepal.

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

1. Mr. B.L. Kheruka

2. Mr. Shreevar Kheruka

3. Mr. U.K. Mukhopadhyay

4. Mr. Naveen Kumar Kshatriya

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

The CSR Committee of the Board of Directors:

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

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

c. monitors the said Policy.

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

Company’s CSR Policy

The Board of Directors of the Company has approved the CSR Policy as recommended by theCSR Committee. This has been uploaded on the Company’s website athttp://www.borosil.com/doc_files/Corporate%20Social%20Responsibility.pdf

Initiatives taken by the Company during the year

The 2% of the net profits of the Company during the immediate three preceding financialyears amounts to Rs. 5994000/-. The Company has contributed a sum of Rs. 6102000/-during the year. However since an amount of Rs. 2500000/- was contributed towards theend of the financial year the spending thereof will happen only in the current financialyear.

An Annual Report on CSR activities in terms of Section 134 (3) (o) of the CompaniesAct 2013 read with the Companies (Corporate Social Responsibility) Rules 2014 isattached herewith as an ‘Annexure C' to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT 9 is attached as an ‘Annexure D' to thisReport.

VIGIL MECHANISM

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS' REPORT

The AUDITORS' Report for the year ended 31st March 2016 does not containany qualification.

AUDITORS

M/s. Chaturvedi & Shah Chartered Accountants the existing Auditors of theCompany have expressed their unwillingness to be re-appointed at the ensuing AnnualGeneral Meeting of the Company owing to their pre-occupation. They have completed morethan 10 years of tenure as Statutory Auditors of the Company.

It is proposed to appoint Pathak H. D. & Associates Chartered Accountants as thenew Auditors at the forthcoming Annual General Meeting of the Company for a period of 5years upto 58th Annual General Meeting of the Company subject to ratificationby the shareholders every year. A written consent from them has been received along with acertificate that their appointment if made shall be in accordance with the prescribedconditions and the said Auditors satisfy the criteria provided in Section 141 of theCompanies Act 2013.

COST RECORDS AND AUDIT

Under the Section 148 of the Companies Act 2013 the Central Government has prescribedmaintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules2014 to such class of companies as mentioned in the Table appended to Rule 3 of the saidRules. CETA headings under which Company’s products are covered are not included.Hence maintenance of cost records and cost audit provisions are not applicable to theCompany as of now.

SECRETARIAL AUDIT

Secretarial Audit Report dated 30th May 2016 by Mr. Virendra BhattPractising Company Secretary (CP no.124) is attached herewith as an ‘Annexure ERs. tothis Report. The Report contains an observation which is self-explanatory.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount transferrable to the Investor Education and Protection Fundestablished by the Central Government in compliance with Section 124 of Companies Act2013 during the financial year 2015-16.

DIRECTORS' RESPONSIBILITY STATEMENT

Subject to disclosures in the Annual Accounts and also on the basis of the discussionwith the Statutory Auditors of the Company from time to time the Board of Directors stateas under:

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

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

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

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

(e) and that we had laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively.

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

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

A statement on Particulars of Loans Guarantees and Investments is attached as an‘Annexure FRs. to this Report read with note 10 and 13 to the financial statements.

EMPLOYEES' SAFETY

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place a Policy for Prevention Prohibition and Redressal of SexualHarassment at work place which is in line with the requirements of the Sexual Harassmentof women at the Workplace (Prevention Prohibition & Redressal) Act 2013 and Rulesmade thereunder. All employees (permanent contractual temporary and trainees) arecovered under this Policy. The Company has constituted an Internal Complaint Committee forits Head Office and branch/sales offices under Section 4 of the captioned Act. Nocomplaint has been filed before the said committee till date. The Company has filed anAnnual Report with the concerned Authority in the matter.

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

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

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Rule 5(2) of the Companies (Appointment andRemuneration) Rules 2014 is attached as an ‘Annexure H’.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Particulars with regard to foreign exchange earnings and outgo are furnished under note33 to 36 of ‘Notes to the Standalone Financial Statements’.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors
Place : Mumbai B. L. Kheruka
Date : 30th May 2016 Chairman
(DIN:00016861)

Annexure A

Policy relating to remuneration for the Directors Key Managerial Personnel and otheremployees

OBJECTIVE

The remuneration policy for members of the Board of Directors Key Managerial Personalsand Other Employees has been formulated pursuant to Section 178 of the Companies Act2013 which strive to ensure:

i) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

ii) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

iii) remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

REMUNERATION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company comprises of Executive and Non-ExecutiveDirectors for which separate policies have been framed:

1. Executive Directors comprising of Promoter Directors and Professional Directors;

2. Non-Executive Directors comprise of Promoter (Non Independent) Director andIndependent Directors

Remuneration of Executive Directors

Fixed remuneration

All Executive Directors viz Executive Chairman Managing Director and Whole TimeDirector will have a component of Fixed Salary which may be fixed for the whole tenure orin a graded pay scale basis. In addition they will be entitled to usual perks which arenormally offered to top level executives such as Furnished/Unfurnished house / House RentAllowance Medical / Hospitalization reimbursement Personal accident insurance clubfees car with driver and retrial benefits including leave encashment at the end of thetenure.

Variable Components

Commission

Subject to the approval of the shareholders and within the overall limits prescribed inSection 197 of the Companies Act 2013 the Executive Directors shall be paid commissionbased on nature of duties and responsibilities as may be determined by the Board ofDirectors on year to year basis.

Reimbursement of Expenses

Directors will be entitled for actual entertainment and travelling expenses incurredfor business purposes.

The above payments shall be subject to such approvals as may be necessary under theCompanies Act 2013 and the Listing Agreement.

Remuneration of Non- Executive Directors

Fees

Shall be entitled to payment of fees for attending each Board and Committee Meetings asmay be decided by the Executive Directors (members) of the Board within the limitprescribed under the Rules made under the Companies Act 2013. The fees may be on uniformbasis as the committee views that all directors affectively contribute to thebenefit/growth of the Company.

Separate fees may be decided in respect of Board Meetings and Committee Meetings.

Variable Components Commission

Subject to the approval of the shareholders and within the overall limit of 1% asprescribed by the Companies Act 2013 the Non- Executive Directors may be paid commissionon a pro rata basis.

Reimbursement of Expenses

For Non-Executive Directors actual expenses in connection with Board and CommitteeMeetings are to be reimbursed. In addition if a Non-Executive Director is travelling onCompany’s business as permitted by the Board he/she shall be entitled for his/hertravelling and lodging expenses on actual basis.

Key Managerial Personnel

Key Managerial Personnel shall be paid salary and perquisites like other employees ofthe Company based on their qualification job experience as may be applicable and as maybe applicable to the grade to which they belong.

Other Employees

The Company has a performance management system in place in form of software that isknown as ‘Vconnect’ for assessing the performance and competence in order tofix the remuneration and determination of increments of the employees.

The Company has various grades starting from Officers Level to Senior Vice President.There are different departments like Marketing-Consumer Ware & Lab Ware Finance HR& Administration Legal & Secretarial and IT with departmental heads of eachdepartments of the level of Vice President / General Manager with their respectiveteams/subordinates of different grades.

Initial remunerations are decided based on an employee’s qualification pastexperience suitability for the job and the level for which the position is intended.

At the start of every financial year organizational strategy is converted intodepartment goals which further get converted as individual KRAs & Competencies. At theend of every financial year individual performance is measured against these set KRAs& Competencies. The increments then are decided on the basis of 4 parameters viz.

1) Individual Performance

2) Organizational Performance

3) New year’s budgeted Organizational Performance

4) Industry benchmark

The Promotions are decided broadly on the basis of three parameters viz. availabilityof promotable position consistent performance potential of the incumbent to grow to thenext level.

Loans / advances to employees:

The Company may frame policy for granting loan/advances to its employees containingsuch terms & conditions including regarding interest as it may deem fit. The Companymay in special cases grant loan/advances beyond the limit prescribed in the said policy.The Company may vary said policy from time to time.

CRITERIA FOR DETERMINING QUALIFICATION POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR

I QUALIFICATIONS

He/she shall posses appropriate skills experience and knowledge in one or more fieldsof finance law management sales marketing administration research corporategovernance technical operations or other disciplines related to Company’s business.

The Company will have a blend of Directors comprising of entrepreneurs professionalsand those having administrative experience like ex-IAS officers.

II POSITIVE ATTRIBUTES

• Clarity of vision

• Originality

• Objectively open to other people’s ideas/points of view.

• Is analytical can get to the core issue quickly

• Challenges the status quo

• A good communicator both in one-to-one and group situations.

• Has the courage of their convictions- particularly in troubled times.

• Is clear on their direction - knows where they are heading and why and how toget there

• Minimises the casualties from their decisions

• Maintains focus on the strategic direction

• Has high standards of integrity - and insists on the same from others

• Intellect - has a high level of intelligence

• Exercises sound judgement - particularly under pressure

• Knows the questions to ask

• Is a good listener emotionally as well

• Is numerate - can read and understand financial statements

• Has a healthy self-esteem - but does not believe they are infallible

• Is strategic in thinking and outlook - but is also aware that successfulimplementation is what counts

• Understands the ‘value proposition' of the business

• Is visionary - can see the big picture and read future trends

• Fun to work with i.e. should have good working relationship with other BoardMembers.

• Can make substantial contributions by taking part in deliberations duringMeetings.

III CRITERIA FOR INDEPENDENCE

An independent director is one:

(a) who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

(b) (i) who is/ or was not a promoter of the company or its holding subsidiary orassociate company;

(ii) who is not related to promoters or directors in the company its holdingsubsidiary or associate company;

(c) who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two percent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

(e) who neither himself nor any of his relatives-

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;

(iii) holds together with his relatives two percent or more of the total voting powerof the company; or

(iv) is a Chief Executive or director by whatever name called of any non-profitorganisation that receives twenty-five percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company.

Annexure B

Form No. AOC-2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8 (2) ofthe Companies (Accounts) Rules 2014]

Form for disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in sub- section (1) of Section 188 of theCompanies Act 2013 including certain arm’s length transactions under third provisois given below:

1. Details of contracts or arrangements or transactions not at arm's length basis

There are no related party contracts arrangements or transactions of the naturementioned in sub-section (1) of Section 188 of the Companies Act 2013 which are not atarm’s length.

2. Details of material contracts or arrangement or transactions at arm's length basis

Sr. No. Particulars Details
a) Name of the related party Vyline Glass Works Limited (Vyline) Vyline Glass Works Limited (Vyline)
b) Nature of relationship Controlling interest in Vyline by the promoter Directors along with their family members and LLP in which they are Designated Partners. Controlling interest in Vyline by the promoter Directors along with their family members and LLP in which they are Designated Partners.
c) Nature of contract / arrangement / transaction Purchase of scientific industrial and consumer glassware items. Sale of flasks of various shapes.
d) Duration of contract / arrangement / transaction 01.01.2015 to 31.12.2020 01.01.2015 to 31.12.2020
e) Salient terms of the contracts / arrangement / transaction Vyline sells various finished products comprising of scientificware as well as consumerware products on a regular basis as per requirement of Borosil. Borosil sells flasks of various shapes to Vyline on commercial basis.
f) Date of approval by the Board 03.11.2014 03.11.2014
g) Amount of transaction during the year Rs. 7621.14 lacs Rs. 1.60 lacs
h) Amount paid as advances if any Borosil provides a rolling advance to Vyline subject to a maximum amount of Rs. 15 crores. Actual amount of advance as on 31.03.2016 Rs. 359.02 lacs. Nil

Annexure C

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBITITY ACTIVITIES FOR THE FINANCIAL YEAR2015-16

1. Brief outline of the Company’s Corporate Social Responsibility Policy (CSRPolicy) including overview of projects or programs proposed to be undertaken and areference to the web link to the CSR Policy and programs:

The Company CSR Policy includes activities which are in line with Schedule VII of theCompanies Act 2013. The Company shall take up activities mentioned in its policy as andwhen fruitful opportunity exists.

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

2. The Composition of the CSR Committee:

The CSR Committee of the Board consists of Mr. B. L. Kheruka Mr. Shreevar Kheruka whoare promoter Directors and Mr. U. K. Mukhopadhyay and Mr. Naveen Kumar Kshatriya who areIndependent Directors. The Chairman of the Committee is Mr. B. L. Kheruka.

3. Average net profit of the Company for last three financial years: Rs. 2996.92 lacs.

4. Prescribed CSR expenditure (2% of the amount in item no 3): Rs. 59.94 lacs.

5. Details of CSR expenditure/spent during the financial year:

a. Total amount contributed during the financial year: Rs. 61.02 lacs

b. Total amount spent during the year: Rs. 36.02 lacs

c. Amount unspent if any: Rs. 25 lacs contributed at the end of financial year will bespent in the current year.

d. Manner in which the amount contributed/spent during the financial year is detailedbelow :

(1) (2) (3) (4) (5) (6) (7) (8)
Sr. No. CSR project or activity identified Sector in which the Project is covered Projects or programs (1) Local area or (2) Specify the State and district where projects or programs were undertaken Amount outlay (budget) project or programs wise Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs (2) Overheads by the Company Cumulative expenditure up to the reporting by the Company Amount spent: Direct or through implementing agency
1. Providing relief to the earthquake affected places in India and Nepal by contributing to the Prime Minister's National Relief Fund. Disaster relief India and Nepal No limit Rs. 10 lacs Rs. 10 lacs Implementing agency: Government of India.
2. Providing financial assistance for organising cancer detection camps and financial assistance to the poor patients who cannot afford the initial cost of diagnosis and / or need help in covering certain part of their treatment. Promoting health care including preventive health care Mumbai Rs. 1 crore F.Y 2015-16 and Rs. 4.25 crores F.Y 2016-17 (alongwith other contributors) Rs. 10 lacs Rs. 25 lacs* Implementing Agency: Indian Cancer Society Mumbai
3. Providing financial assistance to the poor patients who cannot afford the initial cost of diagnosis and / or need help in covering certain part of their treatment costs of minimum 60 patients. Promoting health care including preventive health care Deoband district of Uttar Pradesh Rs. 120 crores Rs. 1.02 lacs Rs. 1.02 lacs Implementing agency: Shri. Ram Krishna Cancer Hospital Deoband Uttar Pradesh.
4. Imparting educational workshops "Transforming Indians to Transform India" (TITI) conducted by Chinmaya Seva Trust. Promoting Education Mumbai Maharashtra Rs. 45 lacs Rs. 10 lacs Rs. 10 lacs Implementing agency: Chinmaya Seva Trust Mumbai Maharashtra.
5. Renovation of the historic ashrama building sanctified by Swami Vivekananda to protect it from destruction. Protection of site of historical importance Khetri Rajasthan Rs. 1 crore Rs. 1 lac Rs. 1 lac Implementing agency: Ramkrishna Mission Khetri Rajasthan.
6. Contribution towards organisation of Breast cancer awareness and diagnostic campaign at Shroff Punamchand Devchand Rotary Diagnostic Centre. Promoting health care including preventive health care Bharuch Gujarat Rs. 4 lacs Rs. 4 lacs Rs. 4 lacs Implementing Agency: Rotary Welfare Trust Bharuch Gujarat
7. Contribution towards an on-going project namely 'One Teacher SchoolRs. called as 'Ekal Vidyalaya' run by Friends of Tribals Society. Promoting Education In the states of Maharashtra Madhya Pradesh Jharkhand Bihar Orissa. Rs. 8 crores (along with other contributors) Rs. 10 lacs** Implementing Agency: Friends of Tribal Society Mumbai Maharashtra.
TOTAL Rs. 61.02 lacs

* The balance amount is to be spent in the financial year 2016-17.

** The amount is to be spent in the financial year 2016-17.

Details of Implementing Agencies

i. The Prime Minister’s National Relief Fund ("PMNRF") was establishedin pursuance of an appeal made by the then Prime Minister Pt. Jawaharlal Nehru inJanuary 1948 with public contributors. The resources of PMNRF are primarily utilized torender immediate relief to families of those killed in natural calamities and to thevictims of the major accidents and riots. The PMNRF is recognized as a Trust under theIncome Tax Act and the same is managed by Prime Minister or multiple delegates fornational causes.

ii. Indian Cancer Society was established in the year 1951 and registered under theSocieties Registration Act 1860 (Registration No. 2983) and under Bombay Public TrustsAct 1950 (Registration No. F-402) came up with Mr. Arun Kurkure initiation &treatment fund. The society aimed at poor patients who are unable to afford the initialcosts of diagnosis and/or need help in covering certain part of their treatment costs.

iii. Shri Ram Krishna Cancer Hospital is a charitable trust registered under the TrustsAct and Income Tax Act 1961 the said trust provides financial assistance to the poorpatients who cannot afford the initial cost of diagnosis and / or need help in coveringcertain part of their treatment costs.

iv. Chinmaya Seva Trust was established in the year 1986 and registered under BombayPublic Trust Act 1950 (Registration No. 10863) and it launched nationwide movement inAugust 2012 titled "Transforming Indians to Transform India" (TITI) with an aimto transform the young generation by giving them holistic education and youth empowermentlessons thereby helping the young generation overcome the issues relating to populationpoverty unemployment and inadequate resources.

v. Ramkrishna Mission was started by Swami Vivekananda in May 1897 and was registeredin 1909 under Societies Act 1860. The main goals and objectives of this organization arebased on the principals of Practical Vedanta. The motto of Ramkrishna Mission is "Forone’s own liberation and for the welfare of the world".

vi. Rotary Welfare Trust is a registered trust under the Charity Commissioner(Registration No. E-1252) and is engaged in welfare activities from the year 1983. Thesaid trust through Shroff Punamchand Devchand Rotary Diagnostic Centre arranges Breastcancer awareness and diagnostic campaign in Bharuch and surrounding area.

vii. The Friends of Tribals Society is a non-government and non-profit educationorganization working for upliftment of Tribals areas in the field of education health andother welfare activities of Tribals. The philosophy of this organization is to take aholistic approach to social and economic development. It imparts education to childrenbelonging tribal category through their program One Teacher School called as "EkalVidyalaya".

6. Reasons for not spending the stipulated CSR expenditure:

The total contributions were more than mandated amount. However some amounts werecontributed at the end of the financial year which was yet to be spent.

7. Responsibility Statement:

The Responsibility Statement of the Corporate Social Responsibility Committee of theBoard of Directors of the Company is reproduced below:

‘The implementation and monitoring of Corporate Social Responsibility (CSR)Policy is in compliance with CSR objectives and policy of the Company.’

For and on behalf of the Board of Directors
B.L. Kheruka ShreevarKheruka
Chairman CSR Committee Managing Director
(DIN:00016861) (DIN:01802416)
Mumbai 30th May 2016

Annexure D

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2016

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS

1. CIN L99999MH1962PLC012538
2. Registration Date 14th December 1962
3. Name of the Company Borosil Glass Works Limited
4. Category/Sub-category of the Company Public Company Limited by shares
5. Address of the Registered office & contact details Khanna Construction House 44 Dr. R.G. Thadani Marg Worli Mumbai - 400 018.
6. Whether listed company Yes
7. Name Address & contact details of the Registrar & Transfer Agent if any. Universal Capital Securities Pvt. Ltd.
21Shakil Niwas Mahakali Caves Road Andheri (East) Mumbai - 400 093. Contact Person : Mr. Rajesh Karlekar

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10% or more of the total turnover of the company shall be stated)

Sr. No. Name and Description of main products / services NIC Code of the Product / Service % to total turnover of the Company
1. Scientificware items 7017 53.58%
2. Consumerware items 7013 45.86%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name of the Company Address of Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1. Borosil Afrasia FZE PO Box No.263287 B34BS33WS309 3rd Floor PVAXX Office Building Jebel Ali Free Zone Dubai - UAE 140740 Wholly Owned Subsidiary 100% 2(87)(ii)
2. Hopewell Tableware Private Limited D - 10/50 Opposite Chitrakoot Stadium Chitrakoot Vaishali Nagar Jaipur - 302021 Rajasthan U26913RJ2010 PTC033403 Wholly Owned Subsidiary 100% through itself and its nominee 2(87)(ii)
3. Borosil Afrasia Middle East Trading LLC PO Box No. 413900 Office No. 7 31st Floor KKR Business Center Aspin Commercial Tower Sheikh Zayed Road Dubai - UAE Subsidiary Borosil Afrasia FZE held 49% Shares 2(87)(ii)
4. Gujarat Borosil Limited Village - Govali Taluka -Jhagadia Dist.: Bharuch - 393 001 Gujarat L26100GJ1988 PLC011663 Subsidiary 1. 25.25% in Equity Shares 2. 100% of 9000000 9% Non-Cumulative Non- Convertibles Redeemable Preference Shares carrying voting rights. 2(87)(ii) AS-21
5. Fennel Investment & Finance Pvt. Ltd. B-3/3 Gillander House 8 N.H. Road Kolkata - 700 001 West Bengal. U65993WB2002 PTC154178 Associate 45.85% in Equity Share Capital 2(6)

IV. (A) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)

Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 01-April-2015]

No. of Shares held at the end of the year [As on 31-March-2016]

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
(A) Promoters
(1) Indian
(a) Individual/ Hindu Undivided Family 312679 0 312679 10.40 1019359 0 1019359 44.13 33.73
(b) Central Govt (s) 0 0 0 0.00 0 0 0 0.00 0.00
(c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
(d) Bodies Corporate 374855 0 374855 12.47 374855 0 374855 16.23 3.76
(e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
(f) Any other (specify) LLP 1433939 0 1433939 47.70 4984 0 4984 0.22 (47.49)
Sub- Total (A)(1) 2121473 0 2121473 70.57 1399198 0 1399198 60.57 (10.00)
(2) Foreign
(a) NRIs- Individuals 108405 0 108405 3.61 263965 0 263965 11.43 7.82
(b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
(d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
(e) Any other(specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub- Total (A) (2) 108405 0 108405 3.61 263965 0 263965 11.43 7.82
Total shareholding of Promoter (A) = (A) (1) + (A) (2) 2229878 0 2229878 74.18 1663163 0 1663163 72.00 (2.18)
(B) Public Shareholding
1. Institutions
(a) Mutual Funds 400 150 550 0.02 400 150 550 0.02 0.00
(b) Banks / FI 100 262 362 0.01 100 262 362 0.02 0.01
(c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
(d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
(e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(f) Insurance Companies 100 0 100 0.00 100 0 100 0.00 0.00
(g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00
(h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
(i) Any Others (specify) Foreign Portfolio Investors 0 0 0 0.00 114685 0 114685 4.96 4.96
Sub- Total (B) (1) 600 412 1012 0.03 115285 412 115697 5.01 4.97
B 2 Non- institutions
(a) Bodies Corporate
(i) Indian 207083 1197 208280 6.93 76305 1197 77502 3.36 (3.57)
(ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00
(b) Individuals
(i) Individual Shareholders holding nominal share capital up to Rs. 1 lakh 243812 166812 410624 13.66 264172 157433 421605 18.25 4.59
(ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh 17212 0 17212 0.57 10387 0 10387 0.45 (0.12)
(c) Others (specify)
(i) Clearing Members 5395 0 5395 0.18 8328 0 8328 0.36 0.18
(ii) Trusts 0 0 0 0.00 0 0 0 0.00 0.00
(iii) NRI/OCBs 130674 1950 132624 4.41 11143 1200 12343 0.53 (3.88)
(iv) Foreign Nationals 0 975 975 0.03 0 975 975 0.04 0.01
(v) Foreign Corporate Body 0 0 0 0.00 0 0 0 0.00 0.00
Sub- Total (B)(2) 604176 170934 775110 25.79 370335 160805 531140 22.99 (2.79)
(B) Total Public Shareholding (B) = (B) (1)+ (B) (2) 604776 171346 776122 25.82 485620 161217 646837 28.00 2.18
TOTAL (A) + (B) 2834654 171346 3006000 100.00 2148783 161217 2310000 100.00 0.00
(C)Shares held by Custodians for GDRs & ADRs

-

-

-

-

-

-

-

-

-

GRANDTOTAL (A)+ (B) +(C) 2834654 171346 3006000 100.00 2148783 161217 2310000 100.00 0.00

Note: Post buyback of Equity Shares and Post extinguishment the number of EquityShares were 2310000 w.e.f. 12.02.2016 as against 3006000 Equity Shares prior thereto.

(B) Shareholding of Promoter-

S N Shareholder's Name

Shareholding at the beginning of the year (01.04.2015)

Shareholding at the end of the year (31.03.2016)

No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1. Gujarat Fusion Glass LLP 1428956 47.54 0.00 1 0.00 0.00 (47.54)
2. Croton Trading Pvt. Ltd. 250798 8.34 0.00 250798 10.86 0.00 2.51
3. Fennel Investment & Finance Pvt. Ltd. 124057 4.13 0.00 124057 5.37 0.00 1.24
4. Bajrang Lal Kheruka 108405 3.61 0.00 283965 12.29 0.00 8.69
5. Pradeep Kumar Kheruka 108405 3.61 0.00 263965 11.43 0.00 7.82
6. Shreevar Kheruka 25050 0.83 0.00 25050 1.08 0.00 0.25
7. Kiran Kheruka 102137 3.40 0.00 357697 15.48 0.00 12.09
8. Rekha Kheruka 77087 2.56 0.00 352647 15.27 0.00 12.70
9. Sonargaon Properties LLP 4983 0.17 0.00 4983 0.22 0.00 0.05
Total 2229878 74.18 0.00 1663163 72.00 0.00 (2.18)

Note: Post buyback of Equity Shares and Post extinguishment the number of EquityShares were 2310000 w.e.f. 12.02.2016 as against 3006000 Equity Shares prior thereto.

C) Change in Promoters' Shareholding (please specify if there is no change)

SN Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1. Kiran Kheruka
At the beginning of the year 102137 3.40 102137 3.40
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) 255560 18.02.2016 (Transfer) 11.06 357697 15.48
At the end of the year 357697 15.48 357697 15.48
2. Rekha Kheruka
At the beginning of the year 77087 2.56 77087 2.56
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) 275560 18.02.2016 (Transfer) 11.93 352647 15.27
At the end of the year 352647 15.27 352647 15.27
3. Bajrang Lal Kheruka
At the beginning of the year 108405 3.61 108405 3.61
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) 175560 18.02.2016 (Transfer) 7.60 283965 12.29
At the end of the year 283965 12.29 283965 12.29
4. Pradeep Kumar Kheruka
At the beginning of the year 108405 3.61 108405 3.61
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) 155560 18.02.2016 (Transfer) 6.73 263965 11.43
At the end of the year 263965 11.43 263965 11.43
5. Croton Trading Pvt. Ltd.
At the beginning of the year 250798 8.34 250798 8.34
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 250798 10.86 250798 10.86
6. Fennel Investment and Finance Pvt. Ltd.
At the beginning of the year 124057 4.13 124057 4.13
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 124057 5.37 124057 5.37
7. Shreevar Kheruka
At the beginning of the year 25050 0.83 25050 0.83
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 25050 1.08 25050 1.08
8. Sonargaon Properties LLP
At the beginning of the year 4983 0.17 4983 0.17
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 4983 0.22 4983 0.22
9. Gujarat Fusion Glass LLP
At the beginning of the year 1428956 47.54 1428956 47.54
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) (566715) - 11.02.2016 (18.85) 862241 28.68
(Buyback of Shares)
(862240) - 18.02.2016 (Transfer) (37.33) 1 0.00
At the end of the year 1 0.00 1 0.00

Note: Post buyback of Equity Shares and Post extinguishment the number of EquityShares were 2310000 w.e.f. 12.02.2016 as against 3006000 Equity Shares prior thereto.

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

SN Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1. India Opportunities Growth Fund Ltd- Pinewood Strategy
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 80885 - 19.02.2016 3.50 80885 3.50
19800 - 04.03.2016 0.86 100685 4.36
14000 - 11.03.2016 (Transfer) 0.61 114685 4.96
At the end of the year 114685 4.96 114685 4.96
2. Chotila Silica Private Limited
At the beginning of the year 46513 1.55 46513 1.55
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 46513 2.01 46513 2.01
3. Bimal Arya
At the beginning of the year 17212 0.57 17212 0.57
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) (6825) - 11.02.2016 (Buyback of Shares) (0.23) 10387 0.35
At the end of the year 10387 0.45 10387 0.45
4. Shreshth Enterprises Private Limited
At the beginning of the year 8700 0.29 8700 0.29
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 4 - 17.07.2015 (Transfer) 0.00 8704 0.29
At the end of the year 8704 0.38 8704 0.38
5. Arcot Bhuvaneshwari Rao
At the beginning of the year 3900 0.13 3900 0.13
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 3900 0.17 3900 0.17
6. A Rama Rao
At the beginning of the year 3450 0.11 3450 0.11
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 3450 0.15 3450 0.15
7. Kanchan Labware Private Limited
At the beginning of the year 3043 0.10 3043 0.10
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 3043 0.13 3043 0.13
8. Glachem Agents and Traders Private Limited
At the beginning of the year 2984 0.10 2984 0.10
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 2984 0.13 2984 0.13
9. Rakesh Kumar Bothra
At the beginning of the year 2791 0.09 2791 0.09
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 2791 0.12 2791 0.12
10. Perviz Farrok Kaka
At the beginning of the year 2775 0.09 2775 0.09
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) (156) - 26.02.2016 (0.01) 2619 0.11
(44) - 11.03.2016 (Transfer) 0.00 2575 0.11
At the end of the year 2575 0.11 2575 0.11
11. Hindustan Composites Limited
At the beginning of the year 135000 4.49 135000 4.49
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) (53539) - 11.02.2016 (Buyback of Shares) (178) 81461 2.71
(81461) - 19.02.2016 (Transfer) (3.53) 0 0.00
At the end of the year 0 0.00 0 0.00
12. Prakash Kumar Pranlal Doshi
At the beginning of the year 57947 1.93 57947 1.93
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) (22981) - 11.02.2016 (Buyback of Shares) (0.76) 34966 1.16
(19800) - 26.02.2016 (0.86) 15166 0.66
(8000) - 04.03.2016 (0.35) 7166 0.31
(6000) - 11.03.2016 (0.26) 1166 0.05
(654) - 18.03.2016 (0.03) 512 0.02
(512) - 25.03.2016 (Transfer) (0.02) 0 0.00
At the end of the year 0 0.00 0 0.00
13. Vaishali Arya
At the beginning of the year 37078 1.23 37078 1.23
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) (2000) - 24.04.2015 (0.07) 35078 1.17
(2676) - 01.05.2015 (0.09) 32402 1.08
(1278) - 08.05.2015 (0.04) 31124 1.04
(1091) - 15.05.2015 (0.04) 30033 1.00
(1106) - 22.05.2015 (0.04) 28927 0.96
(3807) - 29.05.2015 (0.13) 25120 0.84
(1627) - 10.07.2015 (0.05) 23493 0.78
(4166) - 17.07.2015 (0.14) 19327 0.64
(3414) - 24.07.2015 (0.11) 15913 0.53
(1732) - 31.07.2015 (0.06) 14181 0.47
(3000) - 07.08.2015 (0.10) 11181 0.37
(2271) - 11.09.2015 (0.08) 8910 0.30
(4511) - 23.10.2015 (0.15) 4399 0.15
(3197) - 30.10.2015 (0.11) 1202 0.04
(1014) - 13.11.2015 (0.03) 188 0.01
(188) - 22.01.2016 (Transfer) (0.01) 0 0.00
At the end of the year 0 0.00 0 0.00
14. Anil Arya
At the beginning of the year 28590 0.95 28590 0.95
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) (8233) - 14.08.2015 (0.27) 20357 0.68
(464) - 04.09.2015 (0.02) 19893 0.66
(3000) - 18.09.2015 (0.10) 16893 0.56
(1010) - 25.09.2015 (0.03) 15883 0.53
(4367) - 30.09.2015 (0.15) 11516 0.38
(11419) - 09.10.2015 (0.38) 97 0.00
(97) - 22.01.2016 (Transfer) 0.00 0 0.00
At the end of the year 0 0.00 0 0.00
15. Ashvini Kumar Malik
At the beginning of the year 8458 0.28 8458 0.28
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) (158) - 24.07.2015 (0.01) 8300 0.28
(2100) - 07.08.2015 (0.07) 6200 0.21
(900) - 14.08.2015 (0.03) 5300 0.18
(20) - 20.11.2015 0.00 5280 0.18
(1224) - 27.11.2015 (0.04) 4056 0.13
(56) - 04.12.2015 0.00 4000 0.13
(340) - 25.12.2015 (0.01) 3660 0.12
(115) - 31.12.2015 0.00 3545 0.12
(645) - 08.01.2016 (0.02) 2900 0.10
(200) - 15.01.2016 (Transfer) (0.01) 2700 0.09
(1283) - 11.02.2016 (Buyback of Shares) (0.04) 1417 0.05
(117) - 19.02.2016 (0.01) 1300 0.06
(700) - 11.03.2016 (Transfer) (0.03) 600 0.03
At the end of the year 600 0.03 600 0.03
16. Sunketa Ganga Redy
At the beginning of the year 7650 0.25 7650 0.25
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) (636) - 11.09.2015 (0.02) 7014 0.23
486 -18.09.2015 0.02 7500 0.25
390 - 30.09.2015 0.01 7890 0.26
(330) - 16.10.2015 (0.01) 7560 0.25
(155) - 23.10.2015 (0.01) 7405 0.25
(330) - 30.10.2015 (0.01) 7075 0.24
(619) - 04.12.2015 (0.02) 6456 0.21
(2556) - 11.12.2015 (0.09) 3900 0.13
(900) - 18.12.2015 (0.03) 3000 0.10
(3000) - 31.12.2015 (Transfer) (0.10) 0 0.00
At the end of the year 0 0 0 0
17. Errol Fernandes
At the beginning of the year 5150 0.17 5150 0.17
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) (285) - 28.08.2015 (0.01) 4865 0.16
(671) - 22.01.2016 (0.02) 4194 0.14
(4194) - 29.01.2016 (Transfer) (0.14) 0 0.00
At the end of the year 0 0.00 0 0.00

Note: Post buyback of Equity Shares and Post extinguishment the number of EquityShares were 2310000 w.e.f. 12.02.2016 as against 3006000 Equity Shares prior thereto.

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1. Bajrang Lal Kheruka
At the beginning of the year 108405 3.61 108405 3.61
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 175560 18.02.2016 (Transfer) 7.60 283965 12.29
At the end of the year 283965 12.29 283965 12.29
2. Pradeep Kumar Kheruka
At the beginning of the year 108405 3.61 108405 3.61
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus / sweat equity etc.) 155560 18.02.2016 (Transfer) 6.73 263965 11.43
At the end of the year 263965 11.43 263965 11.43
3. Shreevar Kheruka
At the beginning of the year 25050 0.83 25050 0.83
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 25050 1.08 25050 1.08
4. V. Ramaswami
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 0 0.00 0 0.00
5. Sukhinder Bagai
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 0 0.00 0 0.00
6. U. K. Mukhopadhyay
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 0 0.00 0 0.00
7. Naveen Kumar Kshatriya
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 0 0.00 0 0.00
8. Anupa R. Sahney
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 0 0.00 0 0.00
9. Rajesh Chaudhary (upto 30th March 2016)
At the beginning of the year 15 0.00 15 0.00
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 15 0.00 15 0.00
10. Lovelina Faroz (upto 23rd September 2015)
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 0 0.00 0 0.00
11. Gita Yadav (from 02nd November 2015)
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 0 0.00 0 0.00
At the end of the year 0 0.00 0 0.00

Note: Post buyback of Equity Shares and Post extinguishment the number of EquityShares were 2310000 w.e.f. 12.02.2016 as against 3006000 Equity Shares prior thereto.

V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accruedbut not due for payment.

(Rs. in lacs)
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 217.26* - 0.20 217.46
ii) Interest due but not paid - - 0.05** 0.05**
iii) Interest accrued but not due 0.93 - - 0.93
Total (i+ii+iii) 218.19 - 0.25 218.44
Change in Indebtedness during the financial year
Addition 839.11 - - 839.11
Reduction 807.85 - 0.20 808.05
***Foreign Exchange Difference 5.14 - - 5.14
Net Change 36.40 - (0.20) 36.20
Indebtedness at the end of the financial year
i) Principal Amount 253.66*** - - 253.66
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 0.69 - - 0.69
Total (i+ii+iii) 254.35 - - 254.35

* Includes unrealised foreign exchange gain of Rs. 32.32 lacs

** Interest due but unclaimed

***Includes unrealised foreign exchange loss of Rs. 0.11 lacs

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

(Rs. in lacs)
SN Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
Mr. B.L. Kheruka Mr. Shreevar Kheruka Mr. V. Ramaswami
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 30.15 24.00 44.43 98.58
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 22.16 0.91 0.53 23.60
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
2. Stock Option - - - -
3. Sweat Equity

-

-

-

-

4. Commission
- as % of profit 153.00 153.00 14.53 320.53
- others specify... - - - -
5. Others please specify - PF - 2.88 4.32 7.2
Total (A) 205.31 180.79 63.81 449.91
Ceiling as per the Act

Rs. 450.47 lacs (being 10% of the net profits of the Company calculated as per Section 198 of the Companies Act 2013)

B. Remuneration to other directors

(Rs. in lacs)
SN Particulars of Remuneration

Name of Directors

Total Amount
Mr. P.K. Kheruka Mr. S. Bagai Mr. U.K. Mukhopadhyay Mr. Naveen Kumar Kshatriya Mrs. Anupa R. Sahney
1. Independent Directors
Fee for attending board / committee meetings - 2.90 3.60 1.50 2.00 10.00
Commission - 5.00 5.00 5.00 5.00 20.00
Others please specify - - - - - -
Total (1) - 7.90 8.60 6.50 7.00 30.00
2. Other Non-Executive Directors
Fee for attending board / committee meetings 2.50

-

-

-

-

2.50
Commission 5.00 - - - 5.00
Others please specify - - - - - -
Total (2) 7.50 - - - - 7.50
Total (B)=(1+2)* 7.50 7.90 8.60 6.50 7.00 37.50
*Total Managerial Remuneration (A+B) 487.41
198 Overall Ceiling as per the Act of Rs. 45.06 lac (being 1% of the net profits of the Company calculated as per Section

* Remuneration of other Directors are excluding Service Tax

* *Total Remuneration of MD WTD & Other Directors (being total of A&B)

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(Rs. in lacs)
SN Particulars of Remuneration

Name of KMP

Total
Ms. Lovelina Faroz Ms. Gita Yadav Mr. Rajesh Chaudhary
Company Secretary (Upto 23.09.2015) Company Secretary (w.e.f. 02.11.2015) CFO (Upto 30.03.2016)
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 4.23 4.45 33.34 42.02
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - - -
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission
- as % of profit others specify... - - - -
5. Others please specify- PF 0.16 0.16 2.89 3.21
Total 4.39 4.61 36.23 45.23

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS NIL
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

Annexure-E

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Borosil Glass Works Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Borosil Glass Works Limited(hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provides me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on our verification of the Borosil Glass Works Limited books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the Companyhas during the audit period covering the financial year ended on March 312016 primafacie complied with the statutory provisions listed hereunder:

I have examined the books papers minutes books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 312016 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under Securities and ExchangeBoard of India Act 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998

• Though the following laws are prescribed in the format of Secretarial AuditReport by the Government the same were not applicable to the Company for the financialyear ended 31st March 2016:-

(a) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;

(b) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(c) The Securities and Exchange Board of India (Issue and listing of Debt securities)Regulations 2008;

(d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(e) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(vi) For the other applicable laws our audit was limited to:

(a) Factories Act 1948

(b) Industrial Disputes Act 1947

(c) The Payment of Wages Act 1936

(d) The Minimum Wages Act 1948

(e) Employees State Insurance Act 1948

(f) The Employees Provident Fund and Miscellaneous Provisions Act 1952

(g) The Payment of Bonus Act 1965

(h) The Payment of Gratuity Act 1972

(i) The Contract Labour (Regulations and Abolition) Act 1970

(j) The Maternity Benefit Act 1961

(vii) I have also examined compliance with the applicable clauses of the following:

(a) The Listing agreement entered into by the Company with the BSE Limited.

(b) The Company has prima facie complied with Secretarial Standards 1 & 2 issued bythe Institute of Company Secretaries of India.

During the period under review the Company has prima facie complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above.

I further report that the Company has appointed Company Secretary (KMP) by circularresolution & subsequently confirmed by the Board.

I further report that I rely on statutory auditor’s reports in relation to thefinancial statements and accuracy of financial figures for Sales Tax Wealth Tax ValueAdded Tax Related Party Transactions Provident Fund ESIC etc. as disclosed underfinancial statements Accounting Standard 18 and note on foreign currency transactionsduring our audit period.

I further report that the board of directors of the company is duly constituted withproper balance of Executive Directors Non- Executive Directors and Independent Directors.During the year there are no changes in the constitution Board of Directors.

I further report that as per the information provided the company has prima facie givenadequate notice to all directors to schedule the Board Meetings agenda and detailed noteson agenda were sent at least seven days in advance and a system exists for seeking andobtaining further information and clarifications on agenda items before the meeting andfor meaningful participation at the meeting.

I further report that as per the information provided decisions are carried out withthe consent of all members & their views are also captured as part of the minutes.

I further report that there are prima facie adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

I further report that the management is responsible for compliances of all businesslaws. This responsibility includes maintenance of statutory registers/files required bythe concerned authorities and internal control of the concerned department.

I further report that during the audit period the company has no specific events likePublic/ Right/ Preferential issue of shares/ debentures/ sweat equity etc except Buybackof Shares.

I further report that:

1. Maintenance of Secretarial record is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these Secretarial Records based onour audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in theSecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. Where ever required I have obtained the Management representation about thecompliance of Laws Rules and Regulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable Laws RulesRegulations Standards is the responsibility of the Management. My examination was limitedto the verification of procedures on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor the efficacy or effectiveness with which the Management has conducted theaffairs of the company.

Virendra Bhatt
Place: Mumbai ACS No - 1157
Date: 30.05.2016 COP No - 124

Annexure F

Particulars of loans guarantees or investments under Section 186

The Company has provided following loans and guarantees and made following investmentspursuant to Section 186 of the Companies Act 2013:

Sr. No. Name of the Entity Relation Rs. in lacs Particulars of loans guarantees and investments Purpose for which the loan guarantee or security is proposed to be utilized
1. Vyline Glass Works Limited (Vyline) Controlling Interest by Mr. B. L. Kheruka Mr. P. K. Kheruka and Mr. Shreevar Kheruka (Promoter Directors of the Company) alongwith their family members and Limited Liability Partnership in which they are Designated Partners. 1992.84 Loan/ICD given to Vyline Glass Works Limited ICD is given for meeting various capital expenditure for Vyline’s expansion plans.
2. Vyline Glass Works Limited (Vyline) 1407.19 Loan/ICD given to Vyline Glass Works Limited ICD is granted for specific projects namely Septa Caps & Glass vials Tarapur Project and Solar Power Project in Bharuch District.
3. Vyline Glass Works Limited (Vyline) 518.91 Security given to a Bank for Credit Facility. This facility is used by Vyline for importing various materials. Those materials are used by Vyline for making various finished products for supplying to Borosil.
4. Bijwasan Farm Builders Private Limited - 500.00 Loan to Bijwasan Farm Builders Private Limited General business purpose.
5. Hopewell Tableware Private Limited Wholly Owned Subsidiary 400.00 Inter Corporate Deposits given to Hopewell Tableware Private Limited Various business purposes.

Requisite approval(s) of the Board has been taken for above loans/ guarantees/investments.

In addition to the above the Company has given advance against salary / loan toemployees of the Company as per the terms of appointment and loan policy of the Company interms of circular issued by Ministry of Corporate Affairs no. 04/2015 dated 10.03.2015.

The details of the investments made by the Company are provided in the accompanyingfinancial statements.

Annexure G

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

1. The ratio of remuneration of each director to the median remuneration of theemployee and percentage increase in remuneration of Director CFO and CS

Sr. No. Name Designation Remuneration paid for FY 2015-16 (Rs. in lacs) Remuneration paid for FY 2014-15 (Rs. in lacs) % increase in remuneration in the FY 2015-16 (Rs. in lacs) Ratio/Times per median of employee remuneration
1. Mr. B. L. Kheruka Executive Chairman 205.31 160.84 27.64 40.82
2. Mr. P. K. Kheruka Vice Chairman *7.50 *7.30 2.74 1.49
3. Mr. Shreevar Kheruka Managing Director 180.79 139.38 29.71 35.94
4. Mr. V. Ramaswami Whole-time Director 63.81 58.75 8.61 12.69
5. Mr. S. Bagai Director *7.90 *7.50 5.33 1.57
6. Mr. U. K. Mukhopadhyay Director *8.60 *7.90 8.86 1.71
7. Mr. Naveen Kumar Kshatriya Director *6.50 *6.50 0.00 1.29
8. Mrs. Anupa R. Sahney Director *7.00 *5.79 20.90 1.39
9. Mr. Rajesh Chaudhary Upto 30.03.2016 Chief Financial Officer 36.23 28.58 26.77 7.20
10. Ms. Lovelina Faroz Upto 23.09.2015 Company Secretary 4.39## 7.32 (40.03)## 0.87
11. Ms. Gita Yadav w.e.f. 02.11.2015 Company Secretary 4.61## #

-

0.92

*The mentioned figures are excluding Service Tax.

# Details not given as Ms. Gita Yadav was not in employment in the financial year2014-15.

## Details pertain to part of the year.

2. Percentage increase in median remuneration

Median remuneration of employees in FY 2015-16 Median remuneration of employees in FY 2014-15 Percentage increase/ (decrease)
(Rs.) (Rs.)
503005/- 546216/- (7.91)

3. No. of permanent employees as on 31.03.2016 : 204

4. Relationship between average increase in remuneration and company’sperformance:

There is no direct linkage between average increase in remuneration and company’sperformance except in case of Executive Chairman and Managing Director - whose commissionportion of remuneration is based on profits.

5. Comparison of remuneration of KMP remuneration against the performance of theCompany:

The Company has following KM Ps namely;

1. Mr. Shreevar Kheruka Managing Director

2. Mr. Rajesh Chaudhary Chief Financial Officer upto 30.03.2016

3. Ms. Lovelina Faroz Company Secretary upto 23.09.2015

4. Ms. Gita Yadav Company Secretary w.e.f. 02.11.2015

While the commission portion of the remuneration of the Managing Director is directlylinked with the performance of the Company the remuneration of other two KMPs has nodirect linkage with the Company’s performance.

6. Variation in market capitalization PE ratio:

Particulars As on 31.03.2016 As on 31.03.2015 As on last public offer as on February 14 1991 Percentage increase
Market capitalization of the Company Rs. 62370.00 Lacs Rs. 49253.31 lacs 26.63%
PE ratio 15.04 10.02 50.10%
Market quotations of equity shares Rs. 2700.00 - Rs. 52.50 5042.86%

7. Comparision between average percentile increase in salaries of employees (excludingmanagerial personnel) and percentile increase in managerial remuneration.

Average percentile increase in salaries of employees other than managerial personnel in FY 2015-16 Percentile increase in managerial personnel remuneration in FY 2015-16 Justification
12.42 25.33 The commission portion of remuneration of two managerial personnel is directly linked with net profits (performance of the company) unlike other employees hence this difference.

8. The key parameters for any variable component of remuneration availed by Directors:

The only variable component paid to the Directors is in the form of commission withinthe limit prescribed under the Companies Act 2013 which in turn is in the form ofpercentage to the profit and hence in that sense linked with the performance of theCompany.

9. There was no employee who received remuneration in excess of the highest paiddirector in FY 2015-16.

10. This is to affirm that the above remuneration is paid as per the RemunerationPolicy of the Company.

For and on behalf of the Board of Directors
B. L. Kheruka
Place: Mumbai Chairman
Date: May 302016 (DIN:00016861)

Annexure H

DISCLOSURE UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES2014

A. Name of the Employee(s) employed throughout the year ended 31st March2016 who were in receipt of remuneration of not less than Rs. 6000000/- per annum interms of the said Rule

Name Age & Qualification Designation / Nature of Duties Remuneration (Rs.) Date of Joining and experience Particulars of last Employment
B. L. Kheruka Executive Chairman 205.31 lacs As Director: Gujarat Borosil Limited
Age: 85 years 24th November 1988 - Chairman & Managing
Qualification: B. Com. Overall guidance in respect of all activities of the Company As Executive Chairman: 16th December 2010 Director
Over 54 years in industry
Mr. B.L. Kheruka holds
283965 equity shares in the Company
Shreevar Kheruka Age: 34 years Qualification: Dual Degree in Economics & International Relations Managing Director & CEO Overall in-charge of Marketing Finance 180.79 lacs As Director: 24th August 2009 As Whole-time Director:16th December 2010 Vyline Glass Works Limited - Whole-time Director
from University of Pennsylvania USA Human Resources Trading etc. 11 years in industry
Mr. Shreevar Kheruka holds 25050 equity shares in the Company
V. Ramaswami Age: 58 years Qualification: B. SC B. Tech DBAFM Whole Time Director In- charge of operational functions 63.81 lacs As Director: 17th August 2005 As Whole-time Director : 1st September 2006 Gujarat Borosil Limited - Vice President
Mr V. Ramaswami doesn't holds any shares in the Company 35 years of experience in various industries.

B. Name of the Employee(s) employed for part of the financial year 2015-16 and was inreceipt of remuneration for that part of the year at a rate which in the aggregate wasnot less than Rs. 500000/- per month in terms of the said Rule.

NONE

NOTES:

1. Remuneration includes Salary Commission Medical Expenses Club Fees Contributionto Provident Fund and the monetary value of perquisites calculated as per the Income TaxAct 1961 and the Rules made therein as applicable.

2. Mr. B. L. Kheruka is father of Mr. P. K. Kheruka and grandfather of Mr. ShreevarKheruka. In this way they are related to each other.

3. Employment is on contractual basis which can be terminated by either party bygiving three monthsRs. notice in writing.

For and on behalf of the Board of Directors
Place : Mumbai B. L. Kheruka
Date : May 30 2016 Chairman
(DIN:00016861)

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