Piramal Glass Pvt Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting their 18^th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended March 31, 2016.

PERFORMANCE HIGHLIGHTS (Standalone)

		( Rs In million)
Particulars	FY2016	FY2015
Operating income	13,001.50	11,922.32
Other income	172.13	172.86
Total Income	13,173.63	12,095.18
EBIDTA excluding FOREX impact	2,915.68	1,817.97
Foreign Exchange Gain / (Loss)	217.53	135.65
EBIDTA	3,133.21	1,953.62
% margin	23.78%	16.15%
Less:
Interest Expenses	726.90	872.94
Depreciation	919.03	942.58
Profit before Exceptional items and tax	1,487.28	138.10
Exceptional Items	-	74.81
Profit before tax	1,487.28	63.29
Less:
Income Tax provision
- Current	286.84	38.02
- Deferred	153.88	(25.40)
- MAT Credit Entitlement	-	-
Profit / (Loss) After Tax	1,046.57	50.67
% margin	7.94%	0.42%
Add:
Profit brought forward from previous year	1,034.14	1,125.04
Profit available for appropriation	2,080.71	1,034.14
Appropriation:
Proposed dividend on Equity Shares	-	-
Dividend Distribution Tax thereon	-	-
Transfer to General Reserves	-	-
Balance carried to Balance Sheet	2,080.71	1,034.14
Earnings Per Share (Basic / Diluted) (Rs)	12.93	0.63

Note: Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

DIVIDEND

In order to conserve resources and reduce the debt burden of the Company, your Board of Directors has not recommended any dividend for the year ended March 31, 2016.

OPERATIONS REVIEW

Piramal Glass Limited manufactures glass containers for Cosmetics & Perfumery (C&P), Specialty Food & Beverages (SF&B) and Pharmaceuticals industries. C&P continues to be the largest segment and accounts for 40% of the total revenue of the Company. During the year, this segment grew by 4% from Rs 7,935 million to Rs 8,265 million.

With the recent shift in Company’s strategy to focus on Specialty segment in the USA market, SF&B division has registered a growth of 20%. The revenue of this segment grew from Rs 4,425 million to Rs 5,330 million.

We continue to maintain our leadership position in domestic market of Pharmaceuticals segment. During the year, this segment witnessed a growth of 11% and the revenue grew from Rs 6,415 million to Rs 7,150 million. There is a possibility of further increase in demand in Amber product segment if the government’s initiative of banning plastic containers for specific range of products is implemented in India. Energy being the major input cost for Glass production, the worldwide reduction in energy prices contributed significantly to the bottom line of the Company.

SUBSIDIARY COMPANIES

Our Company has seven subsidiaries viz. Piramal Glass Ceylon PLC, Piramal Glass International Inc., USA, Piramal Glass (UK) Limited, Piramal Glass Europe SARL, Piramal Glass - USA Inc., and its two subsidiaries, Piramal Glass Flat River, LLC and Piramal Glass Williamstown LLC, which are also consequently the subsidiaries of the Company.

Operations of these Companies are discussed below:

Piramal Glass Ceylon PLC

During the year, Domestic market continued to perform well and export market capacity was diverted to high value domestic market due to higher demand in Liquor and F&B segment. The turnover of Piramal Glass Ceylon PLC has grown by 16.54% from SLR 5,708 million to SLR 6,652 million.

Piramal Glass International, Inc. (USA)

This is a wholly owned subsidiary of the Company. The turnover of this subsidiary was USD 11.07 million (Previous year USD 8.89 million).

Piramal Glass - USA, Inc.

Piramal Glass USA Inc. is the Company’s wholly owned subsidiary. During the year, the operations of the subsidiary improved over previous year. Sales grew from USD 83.38 million in the previous year to USD 99.30 million in FY2016.

Piramal Glass Flat River, LLC

Piramal Glass Flat River, LLC, is a wholly owned subsidiary of Piramal Glass - USA, Inc. This Company earns its income by leasing its property to Piramal Glass - USA, Inc. It has reported an income of USD 0.26 million in the year under review, which is the same as the previous year.

Piramal Glass Williamstown, LLC

Piramal Glass -Williamstown, LLC, is also a wholly owned subsidiary of Piramal Glass - USA, Inc. This Company earns its income by leasing its property to Piramal Glass - USA, Inc. It has reported an income of USD 0.18 million in the year under review, which is the same as the previous year.

Piramal Glass (UK) Limited

Piramal Glass (UK) Limited is a wholly owned subsidiary of the Company. Its turnover during the year was GBP 0.67 million as compared to GBP 0.61 million in the previous year.

Piramal Glass Europe SARL

Piramal Glass Europe SARL, is a wholly owned subsidiary of the Company based in France. Its revenue during the year was Euro 12.65 million as compared to Euro 10.51 million in the previous year reflecting a growth of 20.36%.

Further, no company has become or ceased to be a Subsidiary, Joint Venture or Associate of the Company during the year under review.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a sound internal control system, commensurate with the size, scale and complexity of its operation. The internal control systems are further supplemented by internal audit carried out by M/s. Aneja and Associates, Chartered Accountants, Mumbai, the internal auditors of the Company. The Internal Auditor monitors and evaluates the effectiveness and adequacy of the control systems, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Audit Committee reviews the adequacy and effectiveness of the internal control system and suggests improvement to strengthen the same.

STATUTORY AUDITORS

In accordance with section 139 of the Companies Act, 2013, M/s. Haribhakti & Co., Chartered Accountants, Vadodara, were reappointed by the Shareholders of the Company at the Annual General Meeting (‘AGM’), held on July 21, 2014, as Statutory Auditors for a period of 3 (three) years to hold office until the conclusion of the 19^th AGM of the Company in the calendar year 2017. In accordance with the provisions of sections 139, 142 and other applicable provisions of the Companies Act, 2013 and of the

Companies (Audit and Auditors) Rules, 2014, the appointment of the Statutory Auditors is required to be ratified by the shareholders at every AGM during their tenure. M/s. Haribhakti & Co., Chartered Accountants, have confirmed that they are eligible for having their appointment as Statutory Auditors ratified at this AGM. Accordingly, approval of shareholders is being sought at this AGM for ratification of their appointment. The Auditor’s Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2016. The statements made by the Auditors in their Report are self - explanatory and do not call for any further comments.

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

Particulars regarding Conservation of energy, technology absorption and foreign exchange earnings and outgo are given as Annexure A to this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT 9 is annexed herewith as Annexure B.

CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility activities for FY2016 is enclosed as Annexure C.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Ajay G. Piramal retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, 4 (four) Board Meetings were held and the gap between two Board Meetings was not more than one hundred and twenty days, thereby complying with applicable statutory requirements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism / Whistle Blower Policy are posted on the website of the Company and the weblink to the same is http://www.piramalglass.com/corporate/investors-news/policies.html.

AUDIT COMMITTEE

The Audit Committee of the Company comprises three members, all of whom are Independent Directors:

1. Mr. Vimal Bhandari - Chairman of the Committee

2. Mr. Dharendra Chadha

3. Mr. Jiten Doshi

NOMINATION AND REMUNERATION POLICIES

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination Policy and the Remuneration Policy are given in Annexure D.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of investments and loans are given in the financial statements at Note nos. 9 and 10 respectively. Guarantees provided by the Company in connection with loans availed by wholly owned subsidiaries and outstanding as on March 31, 2016, amounted to

Rs 3,968.94 million.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm’s length basis. During the year, the Company had not entered into any material contract/arrangement/ transaction with related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

EMPLOYEE PARTICULARS

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement forming part of this Report. Further, this report is being sent to the Members excluding the said statement. The said statement is available for inspection of members at the Registered Office of the Company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholder on request. The said statement is also available on your Company’s website, the weblink to which is http://www.piramalglass.com/corporate/investors-news/financials.html.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed M/s. N. L. Bhatia and Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure E and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company’s competitive advantage. This risk framework thus helps in managing market, credit and operations risks.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with no material departures; (b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual financial statements on a going concern basis; (e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

OTHERS

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

1. The details relating to deposits covered under Chapter V of the Act, since neither has the Company accepted deposits during the year under review nor were there any deposits outstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

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

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

ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and co-operation in the functioning of the Company. We also thank the Shareholders and Company’s Bankers for their continued support to the Company.

	For and on behalf of the Board of Directors
Place: Mumbai	Ajay G. Piramal
Date: May 4, 2016	Chairman

ANNEXURE A

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 for the year ended March 31, 2016 A. Conservation of Energy

(1) Steps taken for conservation of energy

The manufacturing Units in India have been certified for Energy Management System EMS 50001 by Bureau Veritas (BV) for systematically accelerating the energy management and conservation.

During the year, the units implemented the following measures to conserve energy. a. Further reduction of air pressure for compressed air system b. Implemented Air Boosters in reversal system and input air by 15 psi c. Strengthening of air leakage audits, corrective actions and review mechanism d. Reduced one High Volume Blower by combining two production lines with single blower e. Dynamic setting of blower pressure based on ambient temperature f. 75% conversion of conventional lighting system with LED Lights g. Replacement of old motors with High efficiency motors and right sizing of motors h. Integral Ceramic Coating of pump casing i. Reduction in Tunnel Heights in shrink wrapping machines j. Replacement of traditional Lehr Burners with High Efficiency Burners k. Modifications done in incoming raw material packaging to reduce the packaging material & unloading requirements l. Reduction of film gauge to save material & energy

(2) Steps taken by the Company for Utilizing Alternate Source of Energy a. Pet Coke Plant is commissioned and in Use as per norms b. Solar Energy is being explored as an alternate fuel for conserving usage of electricity generated by traditional ways

(3) The capital investment on energy conservation

Rs 130.3 million were spent in energy conservation initiatives.

B. Technology Absorption

1. Medium scale automation being done in 3 furnaces in packaging area to enhance reliability, improve hygiene and productivity

2. Implementation of Robot in Furnace Demolition at High Temperature

3. Furnace Cooling Power Back-Up as combination of UPS & Generator (first of its kind in Indian Glass Plants)

4. Successful completion of Oxy-Fuel trial in one of the furnaces and full scale implementation is planned in next financial year

5. Manufacturing Information System implemented in one Furnace

6. Use of alternate Raw Materials to conserve minerals

C. Foreign Exchange Earnings and Outgo

During the year, foreign exchange earnings were Rs 6,932.02 million as against outgo of Rs 310.67 million.

ANNEXURE C

Annual Report on Corporate Social Responsibility activities for the financial year 2015-16

1. A brief outline of the Company’s Corporate Social Responsibility (CSR) policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

India faces enormous challenges in provision of basic public services to large parts of the population, both in rural and urban centers. A lot of ground is to be covered in improving the quality of these services, albeit at a reasonable cost. There is also a growing realization that complex and seemingly insurmountable social problems cannot be solved by individual organizations or a single stakeholder group. It requires different parts of the ecosystem such as funders, government, non-profits, corporates and media to work collaboratively to create long-term social change.

In doing so, Piramal Glass Limited (PGL) believes that:

• It can play a meaningful role in bringing professionalism, leadership and discipline to projects in pursuit of Corporate Social Responsibility

• Innovation can play a crucial role in developing ‘out of the box’ solutions to seemingly intractable problems

• It is crucial that any solution backed by the Company has the potential to achieve scale and be replicable across large geographies of India. In doing so, the Company actively seeks partnerships, with government and private entities, in an open source relationship that seeks to maximize the impact of its solutions The CSR policy of the Company is guided by the core values of the Group, namely, Knowledge, Action and Care. CSR has become mandatory from FY2014-15 under the Companies Act, 2013. However, the Company has been pursuing CSR initiatives even before it was mandated by law.

For FY2016, the Company collaborated and proposes to continue to collaborate with Piramal Enterprises Limited (PEL), which already pursues various CSR activities in a significant manner and the said collaboration is with respect to the activities of Piramal Foundation for Education Leadership (PFEL). PFEL aims to develop leaders by building leadership of Government schools, improving Student Learning Outcomes and through Fellowship Program, developing young Fellows into nation builders. It also carried out various CSR initiatives at Kosamba & Jambusar in Gujarat, where the plants of the Company are located.

The CSR Policy is posted on the Company’s website, the web link to which is: http://www.piramalglass.com/corporate/investors-news/policies.html.

2. Composition of the CSR Committee

Name	Category
Dr. (Mrs.) Swati A. Piramal	Chairperson, Non - Executive, Promoter
Mr. Vimal Bhandari	Non - Executive, Independent
Mr. Vijay Shah	Non - Executive

The composition of the Committee is in compliance with Section 135 of the Companies Act, 2013.

3. Average net profit of the Company for last three financial years

Rs 84.32 million

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)

Rs 1.69 million

5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year - Rs 1.69 million

(b) Amount unspent, if any - NIL

(c) Manner in which the amount spent during the financial year is detailed below:

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
Sl. No.	CSR project / Activity	Sector	Location	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs	Cumulative expenditure upto the reporting period	Amount spent Direct or through implementing agency
1	Building Leadership of Government Schools	Education	Rajasthan	3.20	3.20	11.84	Implementing Agency - Piramal Foundation for Education Leadership
2	Various CSR initiatives at Jambusar and Kosamba where Company’s factories are located	Education Healthcare	Gujarat	1.02	0.98	0.98	Implementing Agencies*
	TOTAL			4.22	4.18	12.82

* Vikas Trust, ATAPI Foundation, Mahila Pragati Charitable Trust, Kalrav, Jan Sikshan Sansthan, Sharp NGO, Sarabhai Foundation, Community Science Centre, Agasimata Charitable Trust, SPFHIV+

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report.

Not Applicable

7. Responsibility Statement of the Corporate Social Responsibility Committee

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

	Sd/-	Sd/-
Place : Mumbai	Swati A. Piramal	Mr. Vijay Shah
Date : May 4, 2016	Chairperson - CSR Committee	Director

ANNEXURE D

NOMINATION POLICY

I. Preamble

The Nomination and Remuneration Committee (‘NRC’) of Piramal Glass Limited (the "Company"), has adopted the following policy and procedures with regard to identification and nomination of persons who are qualified to become directors and who may be appointed in senior management.

This policy is framed in compliance with Section 178 and other applicable provisions of the Companies Act, 2013.

II. Criteria for identifying persons for appointment as Directors and Senior Management:

A. Directors

1. Candidates for Directorship should possess appropriate qualifications, skills and expertise in one or more fields of finance, law, general corporate management, public policy, sales & marketing and other disciplines as may be identified by the NRC and/or the Board from time to time, that may be relevant to the Company’s business and also have a proven record of professional success.

2. Every candidate for Directorship on the Board should have the following positive attributes:

a) Possesses a high level of integrity, ethics, credibility and trustworthiness;

b) Ability to handle conflict constructively and possess the willingness to address critical issues proactively;

c) Is familiar with the business of the Company and the industry in which it operates and displays a keen interest in contributing at the Board level to the Company’s growth;

d) Possesses the ability to bring independent judgement to bear on the Board’s deliberations especially on issues of strategy, performance, risk management and resource planning;

e) Displays willingness to devote sufficient time and attention to the Company’s affairs;

f) Values Corporate Governance and possesses the skills and ability to assist the Company in implementing good corporate governance practices;

g) Possesses leadership skills and is a team player.

3. Criteria for Independence applicable for selection of Independent Directors

a) Candidates for Independent Directors on the Board of the Company should comply with the criteria for Independence as stipulated in the Companies Act, 2013, as amended or re-enacted or notified from time to time. Such candidates should also comply with other applicable regulatory requirements relating to Independence or as may be laid down by the Board from time to time.

b) Such Candidates shall submit a Declaration of Independence to the NRC / Board, initially and thereafter, annually, based upon which, the NRC / Board shall evaluate compliance with this criteria for Independence.

4. Change in status of Independence

Every Independent Director shall be required to inform the NRC / Board immediately in case of any change in circumstances that may put his or her independence in doubt, based upon which, the NRC / Board may take such steps as it may deem fit in the best interest of the organization.

B. Members of Senior Management

1. For the purpose of this Policy, the term ‘Senior Management’ means all executives of the Company who are in management grade of Band 6.

2. The eligibility criteria for appointments to Senior Management and continuity thereof shall include integrity and ethics, in addition to possessing qualifications, expertise, experience and special competencies relevant to the position for which purpose the executive is being or has been appointed.

3. Any candidate being considered for the post of Senior Management should be willing to comply fully with the PGL - Code of Conduct for Senior Management, and other applicable policies, in force from time to time.

III. Process for identification & short listing of candidates

A. Directors

1. The NRC shall identify the need for appointment of new Directors on the Board on the basis of the evaluation process for Board as a whole and of individual Directors or as it may otherwise determine.

2. Candidates for Board membership maybe identified from a number of sources, including but not limited to past and present members of the Board and Directors database.

3. NRC shall evaluate proposals for appointment of new Directors on the basis of qualification criteria and positive attributes referred to hereinabove and make its recommendations to the Board.

B. Members of Senior Management

1. The NRC shall consider the recommendations of the management while evaluating the selection of executives in Senior Management. The NRC may also identify potential candidates for appointment to Senior Management through referrals and recommendations from past and present members of the Board or from such other sources as it may deem fit and proper.

2. The NRC shall evaluate proposals for appointments to Senior Management on the basis of eligibility criteria referred to hereinabove and such other criteria as it may deem appropriate.

3. Based on such evaluation, the NRC shall shortlist the desired candidate and make its recommendations to the Board for appointment.

IV. Removal

A. Directors

1. If a Director incurs any disqualification mentioned under the Companies Act, 2013 or any other applicable law, regulations or statutory requirements, the NRC may recommend to the Board with reasons recorded in writing, the removal of the said Director subject to the provisions of and compliance with the statutory provisions.

2. Such recommendations may also be made on the basis of performance evaluation of the Directors or as may otherwise be thought fit by the NRC.

B. Members of Senior Management

1. The NRC shall consider the recommendations of the management while making recommendations to the Board for dismissal / removal of those in Senior Management.

2. Such recommendations may also be made on the basis of performance evaluation of members of Senior Management to the extent applicable or as may otherwise be thought fit by the NRC.

V. Review

The NRC shall periodically (at least on an annual basis) review the effectiveness of this Policy and recommend any revisions that may be required to this Policy to the Board for consideration and approval.

REMUNERATION POLICY

1. Preamble

1.1. The Nomination and Remuneration Committee (NRC) of Piramal Glass Limited (the "Company"), has adopted the following policy and procedures with regard to remuneration of Directors, Key Managerial Personnel and other employees. 1.2. The Remuneration Policy (‘Policy’) is framed in compliance with Section 178 and other applicable provisions of the Companies Act, 2013.

1.3. This Policy reflects the Company’s core values viz. Knowledge, Action and Care.

2. Framework

2.1. The remuneration of Directors and Key Managerial Personnel will be determined by the NRC and will then be recommended to the Board for approval.

3. Designing of Remuneration Packages

3.1. While designing remuneration packages, the following factors are taken into consideration: a. Ability to attract, motivate and retain the best talent in the industries in which the Company operates; b. Current industry practices; c. Cost of living; d. Maintenance of an appropriate balance between fixed, performance linked variable pay and long term incentives reflecting long and short term performance objectives aligned to the working of the Company and its goals; e. Achievement of Key Result Areas (KRAs) of the employee, the concerned department / function and of the Company.

4. Remuneration to Directors

A. Independent Directors:

The Independent Directors are entitled to the following:

i. Sitting Fees: The Independent Director receive remuneration in the form of sitting fees for attending meetings of Board or Committee thereof of the Company. The Independent Directors also receive sitting fees for attending separate meetings of the Independent Directors. Provided that the amount of such fees shall not exceed such amount per meeting as may be prescribed by applicable regulatory requirements.

ii. Fees for rendering professional services: Any Director who renders services of a professional nature to the Company and/or any of its subsidiaries, may receive payment for such services rendered from the Company/such subsidiary, subject to compliance with applicable regulatory requirements.

iii. Commission: Commission may be paid within the monetary limit approved by Shareholders subject to compliance with applicable regulatory requirements.

B. Remuneration to Whole - Time Directors i. The remuneration to be paid to the Whole-Time Directors, if any, shall be in compliance with the applicable regulatory requirements, including such requisite approvals as required by law. ii. Increments may be recommended by the Committee to the Board which shall be within applicable regulatory limits. iii. The Board may at the recommendation of the NRC and at its discretion, consider the payment of such additional remuneration within the framework of applicable laws and regulatory requirements.

5. Remuneration to Key Managerial Personnel and Senior Management

Remuneration to Key Managerial Personnel and other Senior Management shall be as per the HR Policy of the Company in force from time to time and in compliance with applicable regulatory requirements. Total remuneration comprises : i. Fixed Basic Salary; ii. Perquisites as per Company Policy; iii. Retirement benefits as per Company Rules and statutory requirements; iv. Performance Linked Incentive (on an annual basis) based on the achievement of pre-set KRAs.

6. Remuneration to Other Employees

The remuneration packages of other employees are also formulated in accordance with HR Policy of the Company in force from time to time. In addition to fixed pay and variable performance pay forming part of overall salary package, employees are also provided with perquisites and retirement benefits as per the HR Policy of the Company and statutory requirements, where applicable.

7. Disclosure

As per existing applicable regulatory requirements, the Remuneration Policy shall be disclosed in the Board’s Report.

8. Review

The NRC shall periodically (at least on an annual basis) review the effectiveness of this Policy and recommend any revisions that maybe required to this Policy to the Board for consideration and approval.

ANNEXURE E

To,

The Members,

Piramal Glass Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed, provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Account of the company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the management has conducted the affairs of the company.

	For N. L. Bhatia & Associates
	UIN: S1996MH016600
	N. L. Bhatia
	(Managing Partner)
Place: Mumbai	C. P. No. 422
Date: April 26, 2016	FCS No. 1176

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,

Piramal Glass Limited

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Piramal Glass Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2016 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the Rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder; - Not Applicable to the Company for the financial year

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 ("FEMA") and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, overseas Direct Investment and External Commercial Borrowings; v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not Applicable to the Company

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Not Applicable to the Company

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not Applicable to the Company

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014; Not Applicable to the Company

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable to the Company

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not Applicable to the Company

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;- Not Applicable to the Company

Other applicable laws to the company:

1. Anti Money Laundering Regulation issued by RBI and various circulars and guidelines thereunder.

2. Tax Laws

• Value Added Tax (VAT)Act

• Customs Act, 1962

• Central Excises Act, 1944

• Service Tax Act

• Income Tax Act, 1961

• Gujarat Panchayats, Municipalities, Municipal Corporations and Sales Tax on Professions, Traders, Callings and

Employment Act 1976

3. Employee Laws

• Payment of Gratuity Act, 1972 and Payment of Gratuity (Central) Rules, 1972

• Payment of Bonus Act, 1965 and Payment of Bonus Rules, 1975

• Payment of Wages Act, 1936

• Minimum Wages Act, 1948

• Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 & the scheme provided thereunder

• The Maternity Benefit Act, 1961

• The Contract Labour (R&A) Act, 1970 & Rules

• Child Labour (Prohibition and Regulation) Act, 1986

• The Apprentices Act, 1961 and Apprenticeship Rules, 1991 under the Act.

• Industrial Disputes Act, 1947

• Workmen’s Compensation Act, 1923

• Industrial Employment (Standing Orders) Act, 1946

• The Trade Union Act 1926

• The Employment Exchange (CNV) Act 1959, Rule 1960

• The Bombay Labour Welfare Fund Act 1953

4. The States Shops and Establishment Act

5. Inflammable Substances Act, 1952

6. Factories Act, 1948

7. Negotiable Instrument Act

8. Environment (Protection) Act, 1986

9. Water (Prevention & Control of Pollution) Act, 1974 AND Air (Prevention & Control of Pollution) Act, 1981

10. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

11. The Standards of Weight & Measures Act 1976

12. Water (Prevention and Control of Pollution) Cess Rules, 1977 & 2003

13. The Hazardous Wastes (Management and Handling) Rules, 1989 (as amended, May, 2003) Rules, 2008

14. The Noise Pollution (Regulation and Control) Rules, 2000

15. Battery Management and Handling Rules, 2001

16. The Public Liability Act, 1991, Rules 1991___

17. Indian Boilers Act, 1923

18. The Gujarat Lifts and Escalators Act, 2000

19. The Static and Mobile Pressure Vessels (Unfired) Rules 1981

20. The Petroleum Act, 1934 Rules 2002

21. Indian Electricity Act 1956 & Rules 2003

22. The Energy Conservation Act, 2010

23. E waste (Management and Handling) Rules 2011

24. Battery Management and Handling Rules, 2001

25. Gas Cylinders Rules, 2004

26. The Motor Vehicles Act 2010 & Rule 2010

27. Bio Medical Waste (Management & Handling) Rules, 1998

28. The Public Liability Act, 1991 AND The Public Liability Insurance (Amendment) Rules, 2007

We hereby have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI)

ii. The Listing Agreement entered into by the Company with the Stock exchanges; Not applicable to the Company.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that; The Board of Directors of the Company is duly constituted with proper balance of Non-Executive and Independent Directors. Adequate notice is given to all directors to schedule the Board Meetings and Board Committee Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes where applicable: All the decisions have been taken unanimously and no dissent recorded in Board / Committee Minutes.

We further report that; there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, Rules, Regulations and guidelines.

We further report that; during the audit period the Members at the Annual General Meeting held on August 11, 2015 approved and authorised the Board of Directors to;

1. Issue secured / unsecured redeemable Non-Convertible Debentures (NCDs), in one or more series / tranches, on private placement, on such terms and conditions, up to an aggregate amount not exceeding the borrowing limit u/s 180(1)(c) of the Companies Act, 2013.

	For N. L. Bhatia & Associates
	UIN: S1996MH016600
	N. L. Bhatia
	(Managing Partner)
Place: Mumbai	C. P. No. 422
Date: April 26, 2016	FCS No. 1176