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Borosil Glass Works Ltd.

BSE: 502219 Sector: Industrials
NSE: BOROSIL ISIN Code: INE666D01022
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OPEN 308.80
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VOLUME 35953
52-Week high 397.90
52-Week low 190.40
P/E 53.96
Mkt Cap.(Rs cr) 2,812
Buy Price 0.00
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Sell Price 0.00
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OPEN 308.80
CLOSE 306.90
VOLUME 35953
52-Week high 397.90
52-Week low 190.40
P/E 53.96
Mkt Cap.(Rs cr) 2,812
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Borosil Glass Works Ltd. (BOROSIL) - Director Report

Company director report

To

The Members of

BOROSIL GLASS WORKS LIMITED

Your Directors present their Fifty Fifth Annual Report and the Audited FinancialStatement for the year ended March 31 2018.

FINANCIAL RESULTS

( `in lacs)
Particulars Standalone Consolidated
Year ended 31.03.2018 Year ended 31.03.2017 Year ended 31.03.2018 Year ended 31.03.2017
Revenue from Operations 29583 26700 63583 57703
Other Income 3636 3498 3057 4273
Profit for the year before Finance cost Depreciation and exceptional items 7576 5403 12149 10548
Less: Finance Cost 28 117 682 777
Less: Depreciation & Amortization Expenses 522 581 3685 3245
Profit before Exceptional Items 7026 4704 7782 6526
Add: Exceptional Item* - 9088 (195) 9088
Profit Before Tax 7026 13792 7587 15614
Less: Tax expenses 2389 1123 2674 1926
Profit for the year 4637 12669 4913 13688
Other Comprehensive Income 984 885 1162 1994
Profit after tax including Other Comprehensive Income 5621 13555 6075 15682

* Exceptional items for the year ended March 31 2017 represent compensation receivedon acquisition of land by the Deputy Collector Mumbai Suburban District.

DIVIDEND

The Board of Directors recommends a dividend of Rs. 2.50 per equity share of Rs. 1/-each for the year ended March 31 2018 aggregating Rs. 6.96 crores. Together with DividendDistribution Tax that translates into a dividend payout ratio of 12.4% of the Company'sprofit after tax.

ISSUE OF BONUS SHARES

The Company had last declared bonus shares in 1982. The operations and performance ofthe Company have grown significantly over the years. The market price of the Company'sshares has also increased significantly. On the other hand the equity base of the Companyat Rs. 2.31 crores is very small as against substantial Free Reserves and CapitalRedemption Reserves of Rs. 759.22 crores as per the audited financial statement as onMarch 31 2018. With a view to increase the liquidity of the equity shares and to expandthe retail shareholder base the Board of Directors at their meeting held on June 18 2018have recommended the issue of bonus shares in the proportion of 3:1 i.e. 3 (three) newequity share of Rs. 1/- each of the Company for every 1 (One) existing equity share of Rs.1/- each fully paid up of the Company held by the shareholders on the Record Date to behereafter fixed by the Board / Committee of the Board by capitalization of a sum of Rs.6.93 crores from the Free Reserves and Capital Redemption Reserve.

Article 55 of the Articles of Association of the Company permits such capitalization.Moreover fair and reasonable adjustments with respect to all options under the‘Borosil Employee Stock Option Scheme 2017' will be made.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (STANDALONE)

During FY18 your Company achieved Revenue from Operations of Rs. 295.8 crores asagainst Rs. 267.0 crores in FY17 registering a growth of 10.8%.

The Company's Operational Profit Before Tax (PBT) grew by 29% from Rs. 37.6 crores inFY17 to Rs. 48.6 crores in FY18.

The Company earned Other Income of Rs. 36.4 crores during FY18 (mainly frominvestments) as compared to Rs. 35.0 crores in FY17.

The Company recorded a Profit Before Tax before exceptional item and othercomprehensive income of Rs. 70.3 crores as compared to Rs. 47.0 crores in FY17 a stronggrowth of 49.4%. During FY17 the Company made a one-time exceptional gain of Rs. 90.9crores from the acquisition of a piece of land from the company by Municipal Corporationof Greater Mumbai (MCGM). The PBT in FY17 including this exceptional item was Rs. 137.9crores.

Profit After Tax (PAT) during FY18 was Rs. 56.2 crore as against Rs. 44.7 crore(excluding one time gain of Rs. 90.9 crore from land acquisition) in the previous year.The growth in PAT during FY18 adjusting for the exceptional item in FY17 was 25.8%.

The Effective Tax Rate for FY18 was 34%. The Effective Tax Rate during FY17 was 8.1%.This was lower primarily on account of non-taxable earnings from the sale of long-terminvestments and Profit on Sale of Property Plant and Equipment (shown as exceptionalitem).

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (CONSOLIDATED)

During FY18 your Company achieved Revenue from Operations of Rs. 635.8 crores asagainst Rs. 577.0 crores in FY17 registering a growth of 10.2%.

The Company earned Other Income of Rs. 30.6 crores during FY18 (mainly frominvestments) as compared to Rs. 42.7 crores in FY17.

The Company recorded a Profit Before Tax before exceptional item and othercomprehensive income of Rs. 77.8 crores as compared to Rs. 65.3 crores in FY17 a growthof 19.2%. During FY17 the Company made a one-time exceptional gain of Rs. 90.9 crores fromthe acquisition of a piece of land from the company by Municipal Corporation of GreaterMumbai (MCGM). The PBT in FY17 including this exceptional item was Rs. 156.1 crores.

Profit After Tax (PAT) during FY18 was Rs. 60.8 crore as against Rs. 65.9 crore(excluding one time gain of Rs. 90.9 crore from land acquisition) in the previous year.

The Effective Tax Rate for FY18 was 35.2%. The Effective Tax Rate during FY17 was12.3%. This was lower primarily on account of non-taxable earnings from the sale oflong-term investments and Profit on Sale of Property Plant and Equipment (shown asexceptional item).

A detailed Management Discussion and Analysis which inter-alia covers the followingforms part of the Annual Report.

• Industry Structure and Development

• Risks and Concerns

• Internal Control system and their adequacy

• Discussion on financial performance with respect to operational performance

• Analysis Of Segment Wise Performance

• Scheme of Amalgamation

• Other Corporate Developments

• Outlook

• Material Development in Human Resources and Industrial Relations includingnumber of people employed

MANAGEMENT DISCUSSION AND ANALYSIS

This discussion covers the financial results and other developments during April 2017 -March 2018 in respect of the Consolidated Results of Borosil comprising its Scientific& Industrial Products Division (SIP) and its Consumer Products Division (CPD). Theseinclude the financials of Borosil Glass Works Limited Hopewell Tableware Private Limited(100% subsidiary) Klasspack Private Limited (60.3% subsidiary) Borosil Afrasia FZE (100%subsidiary) and Fennel Investment and Finance Private Limited (an associate company). Theconsolidated entity has been referred to hereinafter as "Company" or"Borosil". A brief overview of the business of Gujarat Borosil Limited isprovided separately.

The financials of the company have been prepared in accordance with Indian AccountingStandards (IND AS).

Some statements in this discussion pertaining to projections estimates expectationsor outlook may be forward looking. Actual results may however differ materially from thosestated on account of various factors such as changes in government regulations taxregimes economic developments currency exchange rates and interest rate movementsimpact of competing products and their pricing product demand and supply constraintswithin India and other countries where the Company conducts business. Estimates made withregard to market size of various segments and their respective rates of growth areinternal estimates made by the management.

INDUSTRY STRUCTURE AND DEVELOPMENT

India undertook some key structural initiatives over the last few quarters to buildstrength across macro-economic parameters for sustainable growth in the future. The stepto demonetize certain currency notes in November 2016 and the implementation of a uniformGoods & Services Tax regime in July 2017 did lead to a temporary slow-down duringFY18. Nevertheless India remains one of the fastest growing large economies with GDPestimated to grow by about 6.7% during FY18. There are some green shoots visible in theearly part of FY19. An uptick in investment revival in manufacturing activity and gainsin capital goods production supported by turning consumption demand is expected to boostgrowth. The International Monetary Fund has projected a growth rate for India of 7.4%during 2018. Inflation has remained largely under control over the last few years. Whilethis may continue to do so there could be near term challenges with the recent rise ininternational crude oil prices higher MSP announced in the last Union Budget and spendingprior to elections due in 2019. At US$ 2.3 trillion India is the seventh largest economyin the world and would add US$ 600-900 billion over the next five years even with a modest5% to 7% growth rate.

With a population of 1.3 billion India's domestic market offers immense growthopportunities. Though diverse this demographic is expected to drive consumption asIndia's economic indicators improve. Demographically India is in the sweet spot with 44%of its population in the working age group of 25-59 years. This ratio is expected toimprove over the next decade and will boost consumption. India is also urbanizing rapidly.This is integral to economic development with India's urban areas contributing majorly toits economy. Urbanization has reached about 31% and is seeing an uptrend on the back ofsemi-urban and a few rural areas transforming into urban/semi-urban riding improvinginfrastructure education healthcare facilities etc.

The distribution channel in India is getting leaner. Traditionally there have beenmultiple intermediaries with goods from the factory moving through CFAs (Carrying andForwarding Agents) distributors super stockists wholesalers and retailers. Theimplementation of GST has facilitated the movement of goods directly from a motherwarehouse to a distributor. The increase in share of Modern Trade and Cash & Carry ismaking it increasingly possible for manufacturers to supply goods directly to these bigbox retailers.

Structural initiatives implemented by the Government are likely to benefit organizedplayers in the long run. Over the years the unorganized segment could circumvent labourlaws flout regulations and evade taxes. Streamlining corporate taxes and businessregulations curbing black money implementing GST among others has promoted theabsorption of such businesses into the organised sector.

India has the second largest base of internet users and an explosion in mobile phonepenetration has brought in large numbers of mobile first internet users. This is leadingto a rapidly growing trend of online consumption. Demonetization has also exposed a hugesection of the population to debit cards credit cards and electronic payments. E-commercecompanies are expanding into several segments and product categories thereby expanding theoverall market.

India's GDP per capita stands at about US$ 1700 and is on the threshold of aninflection at US$ 2000. It is expected that with the rise of per capita GDP to over USD2000 discretionary spending will surge. With basic needs taken care of food expenditureas a percentage of total spend will decline while discretionary expenditure should rise.Consumers are also likely to be more discerning and demand superior quality. Demand forpremium quality products will gather strength with preference for branded productsgaining ground.

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 Pharmaceutical Research and Development Education andHealthcare segments of the market. These industries are seeing a rapid move towardsautomation. This shift is improving productivity multifold and exponentially increasingthe volumes of tests and analyses being conducted. New methodologies are being developedfor sample preparation enabling multiple analyses. Consequently there is a large marketemerging for new equipment and other products. While traditionally the Company used tomarket glassware including a wide variety of scientific industrial and pharmaceuticalglass items sourced from both international and domestic markets it is now seeing itselfevolve from a glassware manufacturer to a provider of solutions to its customers for theirlaboratory and product needs. The Company has begun to market a range of Bench TopEquipment under the brand Labquest by Borosil. The Company has also begun developing amarket for its laboratory glassware products in Africa the Middle East and South EastAsia.

CPD has been marketing microwaveable glassware products to consumers under the brandBorosil for over five decades. There is a definite trend in terms of increased disposableincome of households more nuclear families and changes in consumer lifestyle. Kitchendesigns are improving (even as they might get smaller) and consumers are entertaining athome more often. This gives rise to the need for better kitchen equipment storagesolutions and serving products that are more elegant while still performing efficiently.Borosil products seek to empower their consumers with just that in accordance with ourtag-line "performs beautifully".

With a rising consciousness against plastic in the country there is a gradual shift ofstorage of food items from plastic containers to glass/ stainless steel substitutes. Thestate government of Maharashtra recently took an admirable step in banning certain typesof plastic in order to preserve a cleaner environment and help protect public health.Borosil is focused on providing its consumers a range of non-plastic solutions for kitchenstorage dining and in the To-Go segment with its Glass Lunch Boxes & Jars Larah OpalTableware and Hydra Stainless Steel Flask range.

RISKS AND CONCERNS

(a) Macro Economic Factors: In situations of economic constraints items that 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 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 "BOROSIL" 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-tailer 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 that helps in increasing the chances of newproduct 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 has reduced the sizeof its investment portfolio and is expected to park surplus funds primarily in safeliquid assets.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate Internal Control Systems commensurate with its size and natureof business. Internal Audits are continuously conducted by an in-house Internal Auditdepartment of the Company and Internal Audit Reports are reviewed by the Audit Committeeof the Board periodically.

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. In addition to the operational profit the company also earnsincome from its investible funds.

Review of Operations Consolidated for SIP and CPD:

During FY18 Borosil achieved Revenue from Operations of Rs. 436.0 crores as against Rs.388.8 crores registering a 12% growth.

During FY18 there was a slow down in overall business activity in the economy in thewake of implementation of Goods and Services Tax (GST). While this will benefit organizedplayers in the long run there was some impact during FY18. The Company also undertook anupgradation and expansion of capacity of its manufacturing facility for the Larah brand.This resulted in some gaps in the supply chain and consequent loss of potential sales.With market channels having settled down post the GST roll out and the Larah plantstabilized the company is well placed to accelerate growth during FY19.

During FY18 Borosil achieved an EBITDA of Rs. 59.5 crores a growth of 46.5% over theprevious year. Growth in revenues provided the Company with operating leverage and helpedto expand the EBIDTA margin by 320 basis points from 10.4% in FY17 to a much healthier13.6% in FY18.

Borosil's Profit Before Tax (PBT) excluding profit from investments and exceptionalitems also grew by 57% from Rs. 28.4 crore in FY17 to Rs. 44.5 crore in FY18. During FY17Borosil made a one-time exceptional gain of Rs. 90.9 crores from the acquisition of apiece of land from the company by Municipal Corporation of Greater Mumbai (MCGM).

ANALYSIS OF SEGMENT WISE PERFORMANCE

Scientific & Industrial Products Division (SIP):

During FY18 the SIP division including Klasspack achieved Net Revenue of `187.1 crorea growth of 17.0% over the previous year. In FY17 Borosil held Klasspack for 8 months inthe year. Adjusting for Klasspack sales on a like to like basis the SIP division'srevenue grew by ~11.0%.

This growth was somewhat subdued because the company passed on the benefits arisingfrom the introduction of GST in July 2017 to its customers by reducing the prices of SIPdivision products. Over the years Borosil's SIP division has established leadership inthe Rs. 235 crore lab glassware segment (internal estimates) with ~64% market share. TheCompany's client list includes most well-known pharmaceutical players in the countryapart from government laboratories microbiology biotechnology and food & soiltesting organizations and institutions of higher education. Its large network of customersensures that the company has virtually no client concentration risk. The nature ofbusiness requires servicing clients with a very large range of SKUs (the Company has acatalogue of over 2000 SKUs). Given the low unit price of each item and being a rathersmall proportion of the consumables budget of pharmaceutical labs clients are reluctantto have multiple supplier brands. Borosil enjoys an incumbent's advantage with thesecustomers. Moreover the wide range of SKUs is not easy for a newcomer to offer ascustomers often demand immediate delivery with little or no demand forecasts. The Companyhas developed a strong 50+ member sales team that keeps in touch with its customers thescientists and technicians in the laboratories. This team promotes the company's productstakes orders assist with usage procedures and understand new needs. This reinforcesBorosil's branding and increases customer loyalty towards this low-value but criticalrange of items in laboratories across the country.

One of the company's strategies is to sell more products to the same customers. Havingestablished a strong equity for Borosil laboratory glassware with its customers theCompany has now introduced a range of products branded Labquest by Borosil range of BenchTop equipment. This launch has found ready acceptance and includes products such asCentrifuges Shakers and Magnetic Stirrers. The Company estimates the market to be aboutRs. 160 crores serviced predominantly by expensive imports and growing at about 8% to 10%per annum. Encouraged by the traction that Labquest has received from its customers theCompany has decided to bring greater focus to the design and development of a larger rangeof bench top equipment. In March 2018 the Board approved acquisition of 100% shares ofBorosil Technologies Limited within which it intends to build design and developmentcapability. The cost of acquisition was Rs. 1.4 Lacs. This facilitated convenientownership of an incorporated entity without previous business activity or any liability.As volumes increase Borosil Technologies might consider starting manufacture of some ofthe products in the Labquest range.

The Company has begun to build an additional avenue for sales through exports of itslab glassware products. The Middle East Africa and South East Asia do not have dominantlocal brands and there is an opportunity to service these markets with Borosil's advantageof a favourable India-based cost structure. With Indian pharmaceutical companies expandingoperations in these geographies lab personnel from India are expected to prefer using thebrand with which they are familiar. Export revenues for the SIP division have grown fromRs. 1.4 crores in FY13 to Rs. 9.3 crores in FY18. To tap into the larger North Americanmarket the company entered into a collaboration with Foxx Life Sciences in April 2018 tomarket premium laboratory glassware.

Klasspack:

Hitherto Borosil was marketing lab glassware to pharmaceutical companies for theirresearch lab and quality control lab needs. With the addition of the Klasspack range toits portfolio the Company is now servicing the glass packaging needs of these customers.Our customers now have another high quality choice for sourcing their glass packagingneeds.

This market estimated to be Rs. 500 crores has a single company having dominant marketshare. Klasspack is the second strong player and believes it can build a strong positionfor itself by providing Borosil's pharmaceutical customers with another credible supplier.Borosil has invested about Rs. 27 crores post its acquisition of a 60.3% stake inKlasspack. This has been used to upgrade their production facility to world-classstandards with clean rooms and automation of manufacturing and installation of camerainspection systems. Given the long lead times required to pass the stringent qualityspecifications to become an approved supplier there is a significant barrier to entry forfuture players. The Company has added many new customers and commenced the registeringprocess with a number of other potential customers. The approval cycles could take between6 months to 18 months. Klasspack achieved a revenue of Rs. 37.4 crore (net of intercompany sale) during FY18.

Consumer Products Division (CPD):

Borosil India's most well-known and trusted brand in microwaveable kitchenware hasexpanded its product offering over the past few years. According to our internal estimateit commands a 60% national market share in the traditional microwaveable kitchenwaresegment through its established network of over 10000 retail outlets as well as itspresence in key Modern Retail stores which gives this homemakers' favourite brand anationwide reach.

The modern homemaker is looking for convenience in the kitchen and is also moreconscious about how she presents / serves meals at home. This is leading to a strong tailwind in the categories of storage tableware and kitchen appliances. Our new range ofproducts enjoy everyday use whereas usage of microwaveable glass kitchenware tends to beoccasional. The Company has introduced a range of products that cover the entire processof preparation cooking and serving that empower its consumers to perform more efficientlyand present more beautifully.

The kitchen storage market is estimated to be Rs. 700 crore (organised only) andgrowing between 15% and 20% annually. Steel and plastics currently dominate this market.Steel being opaque is less convenient to use. Plastics are light and durable but there isa growing awareness about the hazards of using plastics for storage and heating of foodsas well as their negative environmental impact. Glass being inert makes it safe for allfood handling and is also easily recyclable. Our containers can be used for storage andits contents can be microwaved. They do not stain with Indian spices are easily cleanedand look as good as new over long periods of time. Glass jars with a sealing function helpto keep food fresh on kitchen shelves. Our range of lunch boxes allow office goers tomicrowave their lunch and eat a piping hot meal at work. This year the strategy wassupported by a "Lunch Box Campaign" with the tagline "No plastic isliyefantastic". The storage solutions introduced by the company have received a goodresponse.

The Company has introduced the "To-Go" Hydra range of food-grade stainlesssteel products. These include vacuum insulated stainless steel flasks and Hot-n-Freshlunch boxes. These trendy flasks made of food-grade stainless steel keep food andbeverages hot or cold all day.

Hopewell Tableware Private Limited ("Larah"):

In January 2016 the Company acquired 100% share in Hopewell Tableware Private Limitedwhose products are sold under the brand ‘Larah' thus gaining participation in thefast growth Rs. 500 crore opal glass dinnerware market.

The modern homemaker is looking for elegantly designed and fashionable products thatcan be used frequently (daily use) without fear of damage. Larah offers a light strongand chip resistant product range that caters to this consumer need. Additionally theproducts are bone-ash free making them vegetarian friendly.

This category has hitherto been dominated by a single player. Borosil sees anopportunity to invest in and grow Larah into a strong brand of choice for the consumer.

During FY17 the company focused on increasing Larah's reach by leveraging Borosil'sexisting network of over 10000 retail outlets. Larah's retail shelf presence could bequickly moved up from about 2500 stores to about 7500 stores. The growth initiative inFY17 was supported by a new advertising campaign highlighting the beauty and utility ofLarah dinnerware. Having reaped some of the low hanging fruit in the previous year theCompany focused on enhancing product quality of the brand and improving productionefficiency. In FY18 the company invested about Rs. 64 crore in capital expendituretowards adding capacity as well as upgrading the production lines to produce‘best-in-class' opalware in a range of shapes and sizes.

The production shutdown that accompanied the enhancement of furnace capacity andupgrading the production lines resulted in some supply gaps in the market particularlyduring Q4FY18. This led to some loss of sales. During FY18 Larah achieved a turnover ofRs. 102.1 crore a growth of 3.9% over its sales of Rs. 98.3 crore (including excise duty)in FY17 (Growth in revenue before excise duty was 14.7%). With the expansion completed andproduction stabilized sales are poised to increase at a faster rate during FY19.

The market for kitchen appliances is estimated at Rs. 9000 crore and growing at about10% each year. The intensity of competition in the category is high. The company wouldthus be selective in introducing unique and differentiated products. It expects toleverage its kitchenware equity to help it to participate in the growth of the categorywithout having to play out an aggressive share gain strategy. In order to de-risk itsstrategy the company will use third party manufacturers in the short term to produce theproducts under Borosil's brand.

Sales Channels:

Borosil has established a strong national distribution network for its CPD division.The company sells products to about 200 distributors who in turn service about 10000retailers. The company's products are available in all major Modern Trade store chains.Sales through Modern Trade comprise about 20% of the consumer products sales. Currentlythe share of e-commerce is small. However the channel is gaining momentum and could growin significance in the years ahead. The company markets its products through marketplacessuch as Amazon as well as its own e-commerce site www.myborosil.com

Supply Chain:

In the SIP division the Company sources its lab glassware products from Vyline GlassWorks Ltd. (a related company) international suppliers and other domestic third parties.The SIP division is run as a profit center and its management is free to procure productsfrom Vyline or anywhere else in the world. The Company has taken shareholder approval fora Scheme of Amalgamation (details provided in a later section) which the Company has filedwith NCLT for its approval. Upon implementation of the Scheme Vyline will be absorbedinto Borosil Glass Works Ltd thus obviating the need for a related party transaction.

The instrumentation range under the brand LabQuest is currently manufactured throughthird parties. Based on the growing demand for these products the Company may commenceown manufacturing for some of these products in FY19 through its 100% subsidiary BorosilTechnologies Ltd. The pharma packaging range under the brand Klasspack is produced atKlasspack's own factory at Nashik.

Klasspack has adequate manufacturing capacity to handle growth in the near to mediumterm. It currently operates on a single shift. The manufacturing facility is howeverlikely to require investments of about Rs. 10-15 crore each year over the next few yearsfor continuous upgrading of the plant.

In the CPD division the microwaveable glass products are sourced through thirdparties including through imports. Some of the products (comprising glass tumblersdecorative glass products etc.) are procured from Vyline. Similar to the SIP divisionthis is done at arm's length pricing and Vyline competes with other third-party suppliers.The Larah range of opal-ware products is manufactured at the facilities of Hopewell atJaipur.

During FY18 the Company invested about Rs. 64 crore in the Hopewell factory to expandcapacity and modernize the plant to improve productivity. The increased capacity nowenables the plant to produce about Rs. 150 to Rs. 175 crore of opalware. The plant is nowexpected to function with enhanced input-output yields from the furnace and reducedprocess losses on the new production lines. These are expected to help in improvingmargins.

The Company has received requisite permissions to build a brownfield new FulfilmentCentre adjacent to the Hopewell plant at Jaipur. The investment required is estimated tobe about Rs. 50 crores. This consolidation will enable the company to ship goods tocustomers in full truck loads as opposed to partial truck loads and help in reducingfreight costs. In addition it will improve fill rates to Customers and also improve theresponse time to market demand. The project is likely to get implemented in the fourthquarter of FY19.

Operating Margins (EBITDA):

The EBITDA margin from operations during FY18 was 13.6%. Over the next two years thecompany expects to deliver an expansion in the EBITDA margin. This is likely to beachieved with increasing scale wherein fixed overheads and marketing expenses do notincrease at the same pace as revenue. In addition the upgrade at manufacturing facilityfor Larah is expected to contribute to better margins through higher efficiency and yieldimprovements from FY19. The new Fulfillment Centre will also result in optimization offreights from FY20. Upon approval of the proposed scheme of amalgamation by NCLT EBITDAfrom the Vyline business will get added to the Company's margins. Over the next two tothree years the Company expects to improve its EBITDA to about 15% to 20%.

(These operating margins are stated after excluding expenses which are directlyresulting from the Investment related activities of the Company. A direct comparison withthe profit and loss statement of the Company is thus not possible).

Capital Employed:

As on March 31 2018 the company had operating capital employed of Rs. 366 crore (ascompared to Rs. 337 crore on March 31 2017). This excludes capital employed in non-coreassets and treasury related investments made by the Company and its investment inPreference Shares of Gujarat Borosil Limited. Based on the above the Company turned itscapital employed 1.2X times during FY18.

In the SIP business the Company strategically holds a higher level of inventory. Thisis to ensure that its regional warehouses maintain stocks that enable Borosil to serviceits customers' requirements within 24 hours. This service level differentiates Borosilfrom its competitors. Moreover the cost of holding inventory is lower than the cost oflosing sale.

As of March 31 2018 the Company had Net Fixed Assets of Rs. 254 crores. During FY19the company expects to invest about Rs. 50 crore in its new Fulfillment Centre at Jaipur.The ongoing capital expenditure of the Company is expected to be to the tune of about Rs.15 to Rs. 20 crores each year including upgrading of its Klasspack plant and repair ofthe furnace at the Larah factory once in two to two and half years.

In line with its new thinking on capital allocation the Company has been executing astrategy of releasing capital from non-core assets over the last two years. During theyear FY18 the Company realized Rs. 64 crore upon disposal of residential property atSamudra Mahal in Worli Mumbai. This has brought down the value of non-core assets on thebooks of the Company as of March 31 2018 to Rs. 3.9 crores.

Investments / Surplus / Other Income:

During FY18 the company recorded other income of Rs. 27.3 crores as compared to Rs.35.7 crores during FY17. As of March 31 2018 the company had surplus funds of Rs. 265crores in addition to an investment of Rs. 90 crores in preference shares of GujaratBorosil Limited a subsidiary company. These are invested in liquid funds fixed maturityplans bonds and debentures equity arbitrage funds alternate funds and real estate fundsas per investment policy adopted by the Board of Directors.

During FY18 the Company has exited its equity exposures and substantially reduced itsreal estate exposures and has reinvested the monies in short maturity fixed incomeinstruments with tenures matching business opportunities including strategic expansion(s)and for meeting other requirements of the Company / its subsidiaries companies.

ACQUISITIONS

On April 17 2018 the Company acquired 100% Equity Shares of Borosil TechnologiesLimited (formerly known as Borosil Glass Limited) a closely held non-listed domesticpublic company for Rs. 1.4 Lacs thereby making that Company a wholly owned subsidiary ofour Company. Borosil Technologies Limited (formerly known as Borosil Glass Limited) hadnot recorded any turnover during the last 3 years. The Company's promoters or entitiescontrolled by the promoters were holding 100% shareholding in the said Company.

Borosil Technologies Limited (formerly known as Borosil Glass Limited) will designdevelop and assemble laboratory bench top equipments and instruments such as shakersstirrers mixers centrifuges digestors etc. The manufacturing facility will be initiallyset up at Pune.

On May 28 2018 the Company acquired 100% Equity Shares of Acalypha Realty Limited(formerly known as Borosil International Limited) a closely held non-listed domesticpublic company for Rs. 0.45 Lacs thereby becoming a wholly owned subsidiary of theCompany. Acalypha Realty Limited (formerly known as Borosil International Limited) had notrecorded any turnover during the last 3 years. The Company's promoters or entitiescontrolled by the promoters were holding 100% shareholding in the said Company. ThisCompany will develop/unlock value of some property currently owned by Borosil Glass WorksLimited.

SHARE CAPITAL

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

During the year under review the Company has made alteration in capital clause of theMemorandum of Association of the Company as a result of sub-division of equity shares ofthe Company.

Sub Division/Split of Equity Shares of the Company

The Shareholders of the Company at their Annual general Meeting held on August 10 2017approved sub division/ split of the face value of the shares of the Company from Rs. 10/-per share to 10 shares of face value of Rs. 1/- per share. The said sub division waseffected from September 15 2017.

Scheme of Amalgamation and Arrangement:

As Shareholders are aware in Q3FY17 the Board of Directors of the Company approved ascheme of amalgamation of Hopewell Tableware Private Limited (HTPL) Fennel Investment andFinance Private Limited (FIFPL) and Vyline Glass Works Ltd (VGWL) into Borosil Glass WorksLtd (BGWL). Subsequently November 25 2016 was fixed as an ‘Appointed Date' for thesaid Scheme which is pending for approval with National Company Law Tribunal (NCLT).Between November 25 2016 and now there have been a lot of changes in the circumstancesand hence the Board of Directors of the Company after a review felt it necessary towithdraw the present Scheme and frame and adopt an altogether new Composite Scheme ofAmalgamation and Arrangement. While doing so it was also deemed fit to include GujaratBorosil Limited (GBL) as a part of the aforesaid new Scheme.

After examination of various aspects and business expediencies it was decided thatVyline Glass Works Limited Fennel Investment & Finance Private Limited and GujaratBorosil Limited will merge with our Company i.e. Borosil Glass Works Limited ANDthereafter the existing business of BGWL (except liquid investments of Rs. 125 crores and7.95 hectares of land) along with business of VGWL will demerge into Hopewell TablewarePrivate Limited which will be renamed to represent BGWL's business. The present BGWL afterdemerger will be renamed to represent GBL's Solar glass business.

The new scheme would:

a) Result in simplification of the group structure by eliminating cross holdings. b)Confer shares in each business to each existing shareholder of all the companies therebygiving them an opportunity to participate in both the businesses. i.e. scientific &industrial products and consumer products businesses of BGWL and solar business of GBL.They will be able to decide whether to stay invested or monetize their investment ineither of the businesses thereby unlocking value for the shareholders. c) Enable eachbusiness to pursue growth opportunities and offer investment opportunities to potentialinvestors. d) Result in economies in business operations provide optimal utilization ofresources and greater administrative efficiencies.

Gujarat Borosil Limited is a subsidiary of our Company and is engaged in the businessof manufacturing and marketing of tempered glass for application in the solar powersector. The said Company also produces patterned glass for architectural applications.Shareholders of GBL other than BGWL and FIFPL will receive shares in the ratio of 1:8 inthe existing BGWL as also 1:10 no of shares in HTPL (post demerger) against each share inBGWL.

VGWL held (99.54%) by the promoters of BGWL is in the business of manufacturing glassand glass products which it supplies primarily to BGWL. Under the new SchemeShareholders of VGWL will receive shares in the ratio of 100:162 in the existing BGWL asalso 1:10 no of shares in HTPL (post demerger) against each share in BGWL.

FIFPL is an associate company of BGWL and registered as a Non-Banking FinancialInstitution. It is held by BGWL and the promoters of BGWL. Shareholders of FIFPL otherthan BGWL and VGWL will receive shares in the ratio of 100:218 in the existing BGWL asalso 1:10 no of shares in HTPL (post demerger) against each share in BGWL.

HTPL is engaged in the business of manufacturing and marketing of opal tableware itemsand is presently a wholly owned subsidiary of BGWL. BGWL shareholders while retainingtheir existing holding will also receive 1 share in HTPL (post demerger) against 10shares held in BGWL. HTPL will be listed on BSE and NSE post completion of the Scheme.

The share exchange ratio has been arrived at as per a valuation report by SSPA &Co Chartered Accountants. A fairness opinion has been provided by M/s Keynote CorporateServices Ltd.

The amalgamation will eliminate cross holdings among group companies and simplify thegroup structure. A key rationale is the reduction in related party transactions in thecurrent operations. This Scheme will also make available a part of the funds required forimpending expansion project of GBL.

Thus under the aforesaid new Scheme shareholders of GBL VGWL and FIFPL will getshares both in existing BGWL (which will be renamed) and in the existing HTPL (which willbe renamed) after demerger of BGWL business (along with business of VGWL) into HTPL.

Gujarat Borosil Ltd:

Gujarat Borosil is the only manufacturer of solar glass in India. During the year FY18the company recorded a turnover of Rs. 199.8 crores a growth of 6.1% over the previousyear. The EBITDA margin of the company during FY18 was 18.6% down from 25.3% in FY17.However the previous year's financials include a one-time gain while FY18 had certainone-time non-recurring expenses. Profit After Tax during FY18 was Rs. 7.0 crore.

Profit before finance cost depreciation exceptional items and tax during FY18 was atRs. 39.1 Crore as compared to Rs. 47.9 Crore (which included a one-time refund of Rs. 5.6crore from GAIL) in the previous year. Moreover suspension of production undertaken tocarry out hot running repairs to the furnace and trials to manufacture 2mm fully temperedglass during FY18 caused an output loss valued at over Rs. 5.0 crore. On a like-to-likebasis profit before finance cost depreciation exceptional items and tax increased byabout 4.2% over the previous year.

The company has a strong R&D team and a state of the art manufacturing facilitylocated at Bharuch. The company has achieved a high degree of innovation to drive downtotal cost of ownership for its end customers. Its glass ensures high light transmissionwith anti-reflective coating to increase efficiency. Gujarat Borosil faces competitionfrom Chinese suppliers. In August 2017 the India imposed anti-dumping duty on solar glassimported from China. It is also considering imposition of anti-dumping duty on importsfrom Malaysia. The company believes that in order to secure their supply chain itscustomers would always maintain an alternative source of supply from an Indian company.

During FY18 Gujarat Borosil has obtained approvals from testing agencies for its newproduct – 2mm tempered solar glass a first in the world. Consequent to the testingsome customers have placed trial orders. Given its advantages of lower weight higherlight transmission and longer life this 2 mm tempered solar glass is expected to generatestrong demand in the medium term.

India currently has about 12 GW of solar energy installations. The Government of Indiais providing a big impetus to solar energy and has set an objective of 100 GW from solarby 2022. Gujarat Borosil has a capacity to service about 1 GW per year. The company hasthus drawn up a plan to increase its capacity to service 2.3 GW per year. The company isexamining a mix of various options to finance this expansion.

Outlook:

In the SIP business the Company expects to maintain its dominant market leadership inthe lab glassware segment in India. The market is expected to grow at 8% to 10%. TheCompany has also begun to grow an international franchise and will focus on The MiddleEast Africa South East Asia and USA. Two new avenues of growth are being built throughthe introduction of LabQuest for lab instrumentation and the entry into the pharmapackaging segment with Klasspack. The Company has made a transition from a being a singlebrand in laboratory glassware in India to offering three brands catering to laboratoryglassware laboratory instrumentation and pharma packaging while opening up theinternational market for laboratory glassware. Overall the SIP division is expected togrow at 12% to 15% in the medium term.

In the CPD business the company expects to maintain its share in the kitchenmicrowaveable glass segment. The Company expects a significant portion of its growth tocome from the glass storage segment by tapping into conversions from steel and plasticstorage containers to glass and from Opalware dining products. In Opalware the Companywill build the equity of its brand Larah and participate in market growth as well asimprove market share. In the medium to long term the company will experiment with makingintroductions of innovative products in the kitchen appliances segment. The Company alsosees an opportunity in the emerging Vaccum Insulated Stainless Steel segment wherein thereis a gradual shift of the users from plastic to non-plastic alternatives.

The Company's CPD business has grown from occasional use microwaveable products under asingle brand serviced primarily through general trade to a wider portfolio of daily-usebrands including glass storage dinnerware and appliances that reach its consumersthrough multiple channels including general trade modern trade and e-commerce. TheCompany expects the CPD business to grow by 15% to 20% in the medium term.

With improving scale and continued focus to drive efficiencies the Company expects toachieve EBITDA margins between 15% and 20% over the next 2-3 years.

The Company has a strong balance sheet and surplus cash on hand. It will leverage thisto look for inorganic opportunities with a strategic fit.

In the solar glass business the company expects to ride the strong tail wind in thesolar power industry. The Company's current capacity and planned expansion will service avery small portion of the Government of India's targeted installations. As the onlydomestic supplier of solar glass the Company expects to continue to see robust growth.

Material Development in Human Resources Industrial Relations and number of peopleemployed

The Company believes that talent and culture have to be nurtured as a source ofcompetitive advantage. The Company has initiated several steps to build a strong cultureand institution. The Company intends to increasingly nurture the concept of Home GrownManagement.

The Company has developed an overall organizational strategy to achieve growthaspirations of the organization which is popularly known as VISION 2020 throughdeliberation by a Steering Committee comprising of the Managing Director and Functionalheads. This also has been communicated across all the employees.

Based on its vision and strategic goals the Company has evolved the desired set ofdeliverables & competencies for all employees. Employee development plans are beingaligned on the basis of business needs and desired competencies gap of individuals inorder to achieve desired business goals. Similarly all new recruitments are also made onthe basis of this 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 arranged a number of developmentinitiatives that include:

1. Consultative Value Engagement & Value Selling for Science & IndustrialProducts.

2. Accelerated Sales Force Performance for Consumer Products.

3. Finance for Marketing Professional of Consumer Products.

The Company has also devised various employee benefit policies that 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 and various other employee engagement initiativesdriven by team known as "Umang".

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

The Company had 218 office staff / managerial personnel employed as on March 312018 in various offices/locations. In addition there were 10 retainers and 2trainees in different fields.

BOROSIL EMPLOYEE STOCK OPTION SCHEME 2017

At the Annual General Meeting of the Company held on August 10 2017 the shareholdersapproved formulation and implementation of Borosil Employee Stock Option Scheme 2017 andthe total number of options approved was 1155000 (Eleven lacs fifty five thousand).

During the year under review the Nomination and Remuneration Committee at its meetingheld on November 02 2017 granted 90927 options under Borosil Employee Stock OptionScheme 2017 to select group of employees of the Company and its Subsidiaries which can bevested as per vesting schedule. During the year 2017-18 there has been no exercise ofstock options.

Disclosures with respect to Employees Stock Option Scheme of the Company is attached as‘Annexure A'.

SUBSIDIARY & ASSOCIATES

As on March 31 2018 the Company had two wholly owned subsidiaries namely:

Borosil Afrasia FZE (Free Zone Establishment) in Jebel Ali Free Zone situated inDubai in United Arab Emirates (UAE).The said FZE is engaged in the business of marketingthe Company's products in the Middle East and African markets.

Hopewell Tableware Private Limited engaged in the business of manufacture andmarketing of opal glassware with 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.

Subsequently the Company acquired two more wholly owned subsidiaries namely:

Borosil Technologies Limited (formerly known as Borosil Glass Limited) - witheffect from April 17 2018.

Acalypha Realty Limited (formerly known as Borosil International Limited) - witheffect from May 28 2018.

The Company has one more subsidiary namely Klass Pack Private Limited (Klasspack) inwhich the Company holds 60.3% share; the said company is in the process of making a RightIssue of Equity Shares to meet cost of its expansion plans. Klasspack is engaged in themanufacture and supply of pharmaceutical vials and ampoules to the Pharmaceutical industryfor over 15 years and has its manufacturing facilities at Nashik Maharashtra.

Gujarat Borosil Limited (GBL) was an associate company of the Company till May 6 2018by virtue of their holding of more than 20% of the equity share capital in the Company.However in view of amendment of Section 2(87) of the Companies Act 2013 which defines‘Subsidiary Company' GBL has become a subsidiary of the Company effective from May07 2018 as the Company controls more than one-half of the total voting power in GBL.

Fennel Investment and Finance Private Limited is an associate company of the Company byvirtue of its holding of more than 20% of the equity share capital in the company.

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

PERFORMANCE OF SUBSIDIARY & ASSOCIATES

Hopewell Tableware Private Limited:

During FY18 the company achieved Revenue from Operations of Rs. 102.1 crores asagainst Rs. 99.4 crores in FY17 registering a growth of 2.7%.

The Company's Loss After Tax Reduced from Rs. 12.8 crores in FY17 to Rs. 7.5 crores inFY18.

Klasspack Private Limited:

During FY18 the company achieved Revenue from Operations of Rs. 40.5 crores as againstRs. 24.3 crores in FY17 registering a growth of 67%. Figure for previous years are notcomparable as Borosil acquired this company in July 2016.

The Company's Loss After Tax was Rs. 0.3 crores in FY18 against Profit of Rs. 0.5crores in FY17.

Borosil Afrasia FZE:

During FY18 the company achieved Revenue from Operations of Rs. 0.8 crores as againstRs. 0.9 crores in FY17.

The Company's Loss After Tax Reduced from Rs. 0.9 crores in FY17 to Rs. 0.7 crores inFY18.

Gujarat Borosil Limited:

During FY18 the company achieved Revenue from Operations of Rs. 199.8 crores asagainst Rs. 188.3 crores in FY17 registering a growth of 6.1%.

The Company's Profit After Tax (PAT) was Rs. 7.0 crores in FY18 against Rs. 14.1 croresin FY17.

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) BorosilAfrasia Middle East Trading LLC (Step down subsidiary) Hopewell Tableware Private Limited(Subsidiary) Klasspack Private Limited (Subsidiary) Gujarat Borosil Limited (in whichthe Company exercises control more than 50% of the voting rights as per Indian AccountingStandard (Ind- AS) 110) 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 Indian Accounting Standards (Ind-AS) viz. Ind- AS 110117112 and 28 issued bythe Institute of Chartered Accountants of India forms part of this Annual Report.

Listing of Equity Shares of the Company on National Stock Exchange of India Limited

During the year under review on December 28 2017 the Company made an application withthe National Stock Exchange of India Limited (NSE) for listing of 23100000 EquityShares of the Company on the said exchange. With effect from May 25 2018 the said shareswere listed and admitted to dealings on NSE.

BOARD OF DIRECTORS ITS MEETINGS EVALUATION ETC.

Board Meetings

The Board of Directors of the Company met five times during the year on May 13 2017;August 10 2017; November 02 2017; February 08 2018 and March 30 2018.

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 uptoMarch 31 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 onDirector's appointment and Remuneration. The Company has also laid down criteria fordetermining qualifications positive attributes and independence of a Director. TheRemuneration policy is attached herewith as an ‘Annexure B' to this report.

The Company has formulated a Policy relating to remuneration for the Directors KeyManagerial Personnel and other employees. This is available on the website of the Companyat http://www.borosil.com/doc_files/Policy%20relating%20to%20remuneration%20for%20the%20Directors%20Key%20Managerial%20Personnel%20and%20other%20employees.pdf

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 February 08 2018.

The details of the above programme are available on website of the Company athttp://www.borosil.com/doc_files/Familiarization%20Programme%20for%20Independent%20Director-2018.pdf

Formal Annual Evaluation

The Formal Annual Evaluation has been made as follows:

In compliance with the Companies Act 2013 and Regulations 17 19 and other applicableprovisions of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the performance evaluation of the Board wascarried out during the year under review.

1. Manner of effective evaluation:

The Company has laid down evaluation criteria separately for the Board IndependentDirectors Directors other than Independent Directors and various committees of the Boardin the form of questionnaire.

Evaluation of Directors

The criteria for evaluation of Directors (including the Chairman) include parameterssuch as willingness and commitment to fulfill duties including attendance in variousmeetings high level of professional ethics contribution during meetings and timelydisclosure of all the notice/details required under various provisions of laws.

Evaluation of Board and its various committees

The criteria for evaluation of Board include whether Board meetings were held in timeall items which were required as per law or SEBI (LODR) Regulations 2015 to be placedbefore the Board have been placed the same have been discussed and appropriate decisionswere taken adherence to legally prescribed composition and procedures timely inductionof additional/ women Directors and replacement of Board members/Committee memberswhenever required whether the Board regularly reviews the investors grievance redressalmechanism and related issues Board facilitates the independent directors to perform theirrole effectively etc.

The criteria for evaluation of committee include taking up roles and functions as perits terms of reference independence of the committee policies which are required toframe and properly monitored its implementation whether the committee has soughtnecessary clarifications information and explanations from management internal andexternal auditors etc.

Based on such criteria the evaluation was done in a structured manner through peerconsultation & discussion.

2. Evaluation of the Board was made at 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 March 30 2018.

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 March 30 2018. Howeverevaluation of Stakeholders Relationship Committee was done by the Board of Directors atits meeting held on May 30 2018.

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 March 302018.

6. In addition the Nomination and Remuneration Committee has carried out evaluation ofevery Director's performance at its meeting held on March 30 2018 as required underSection 178 (2) of Companies Act 2013.

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

APPOINTMENT / RE-APPOINTMENT OF DIRECTOR

As per the provisions of the Companies Act 2013 and Articles of Association of theCompany Mr. P. K. Kheruka (DIN 00016909) retires by rotation and being eligible offershimself for re-appointment.

Mr. Rajesh Kumar Chaudhary has been appointed as Additional Director Whole TimeDirector and Key Managerial Personnel with effect from April 01 2018.

Mr. V. Ramaswami Whole Time Director of the Company retired from the Company witheffect from March 31 2018. The Board placed on record its appreciation for his valuablecontribution to the Company during his tenure as a Whole Time Director

Brief details of the Director being appointed/ re-appointed have been incorporated inthe Notice of Annual General Meeting.

Except as stated above there is no other change in the composition of the Board ofDirectors and Key Managerial Personnel during the year under review.

KEY MANAGERIAL PERSONNEL

There is a change in the Key Managerial Personnel (KMP) of the Company with effect fromApril 1 2018 as mentioned below.

KMP of the Company under Section 203 of the Companies Act 2013 are as follows:

Sr. No. Name Designation
1 Mr. Shreevar Kheruka Managing Director and Chief Executive Officer
2 Mr. Swadhin Padia Chief Financial Officer
3 Ms. Gita Yadav Company Secretary & Compliance Officer
4 Mr. Rajesh Kumar Chaudhary Whole Time Director with effect from April 01 2018