cosmetic & perfumery division - piramal glass · 2018-03-22 · management discussion &...

1Piramal Glass Limited

Dear Shareholders,

Warm greetings to you all!

Our company has made significant progress during the year. Total consolidated revenue for the year grew

by 11.1% to Rs.7,786.2 million. Profit Before Interest Depreciation and Taxes (PBIDT) grew by 71.3% to

1,240.0 million. Net loss for the year was lower by 39.3% to Rs.226.7 million. During the year we have

continued to focus on turnaround of our US operations. Our increased business developments efforts,

integration with Indian facilities and increased decoration revenues has resulted in significantly improved

operations. Net Sale for our US operations was up by 5.8% to Rs.2,608.0 million, EBIDTA loss was down

by 91.9% to Rs. 36.5 million and Net Loss was down by 56.8% to Rs. 317.4 million.

Over the past year, we engaged with several hundreds of our stakeholders to understand the unarticulated

principles of the Piramal group. Our deliberations have led us to adopt, our new corporate identity as

Piramal Glass Limited, aligned to the new identity of the Piramal Group.

The Piramal Group has derived insight and strength from Indian culture and philosophy. Our path is

guided by our core values: Gyana Yoga (knowledge and learning), Karma Yoga (dynamic action and

entrepreneurial spirit) and Bhakti Yoga (care and compassion), which are embodied in our new visual

identity, our logo – the Gyan Mudra. We are confident that our new corporate identity and our values

Knowledge, Action and Care, will spur us to empower the community and in return create value for our

shareholders going forward.

Cosmetic & Perfumery division:

PGL’s Cosmetic & Perfumery business grew by 16.3% to Rs.3,529.8 million in FY2008 on back of robust

growth in global sales which stood at Rs.3,305.2 million registering growth of 18.1 % over FY2007.

Pharmaceutical division:

PGL continued to consolidate its position in the domestic pharmaceutical glass packaging market. The

focus during the year has been to rationalize customers and products in domestic market and increase

sales outside India and thereby increase profitability. Total sales grew by 10.0% to Rs.3,006.9 million in

FY 2008.

Specialty Food and Beverages division:

During the year we commenced a new 205 TPD furnace in Horana, Sri Lanka to replace the old 100

tonnes production facility in Ratmalana, Sri Lanka. This furnace can further be expanded to 250 TPD.

Sales of Specialty Food and Beverages division were affected by this transition. As a result net sales of

SF&B segment were stable at Rs. 1,249.2 million during FY 2008.

During the year our company received the prestigious SA-8000 certification at our Kosamba facility. This

certification will facilitate easier access to our US and European clients.

I am sincerely thankful to all our customers, employees, suppliers, bankers and shareholders for their

confidence and support.

Warm regards,

Ajay G. PiramalChairman

Date : 29th May, 2008

Chairman’s Letter

MANAGEMENT DISCUSSION & ANALYSIS

2 Piramal Glass Limited

Management Discussion & Analysis

Business Overview:Piramal Glass Limited (PGL) is a global manufacturer of Flaconnage i.e. medium to small size glass containers for Cosmetic & Perfumery (C&P), Pharmaceuticals and Speciality Food & Beverages. PGL manufactures a wide range of glass bottles and jars, in sizes ranging from 2 ml to 2.5 litres.

Growth Drivers

Cosmetic & Perfumery:The Cosmetic and Perfumery glass container division of PGL caters to international customers like Unilever, Revlon, L’Oreal, Avon, Expak, and Erkul Kozmetic. These customers use the glass bottles and jars for products like nail polish, make-up foundations, perfumes, and skin care creams.

During the year, the Company has invested two new state of the art furnaces, one in Kosamaba and one in Jambusar to cater to the growing demand. Our Company has also invested in upgradation of technology and skills and hence in this segment, Piramal Glass is fast emerging as a global player

Cosmetic and perfumery products are beauty products and increasing fashion-consciousness and awareness are the critical drivers for this industry. The growing young population, working women and their increasing disposable income will provide a major fillip to the industry. The entry/availability of major international brands and setting up of large retail stores across the country will also result in higher demand for these products.

Pharma:The Pharmaceutical glass container division manufactures amber bottles, amber and flint vials for liquid oral formulations and injectibles. Products manufactured conform to USA, Indian and European pharmacoepia in Type I, Type II and Type III formulations. PGL is the leading supplier of glass containers to both multinational and Indian pharmaceutical companies like GlaxoSmithKline, Pfizer, Piramal Healthcare Limited, Cipla, Abbott, Alembic, and Ranbaxy.

Demand for pharmaceutical formulations in India is on the rise. While the growth for tablets and capsules would be higher, the demand for medication in the form of liquid dosages, especially for pediatric formulations, for injectibles, etc would also increase. The generics market globally, which also has liquid formulations, is also growing. Some Indian pharmaceutical companies are scaling up their efforts in major way to become the preferred manufacturer for large global pharmaceutical companies. These factors are expected to result in increased demand for pharmaceutical glass containers.

Market Overview:

Market Size

The market size is as follows

Pharma Global market size is estimated to be US$ 2.0 bn.•

Cosmetic & Perfumery Global market size is estimated to be US$ 1.9 bn.•

Pharmaceuticals Business :It caters to the requirements of pharmaceutical industry in the product lines like moulded vials, injectables and bottles. In domestic market PGL enjoys about 40% market share.

Major customers of containers for pharmaceutical industry are Glaxo Smithkline, Pfizer, E-Merck, Alembic, Aventis, Dabur (India), Ranbaxy, Cipla, Himalaya drugs, Dr. Reddy’s Laboratories, and Piramal Healthcare Limited.

Cosmetics and Perfumery Business:The glass containers manufactured in Cosmetics and Perfumery are used to fill nail polish, perfumes, foundations, attars, etc. The main raw materials used are semi snow quartz, soda ash, lime stone powder.

This market is classified into six segments:

Select•

Mid-mass•

MNC mass•

Low mass•

Cosmetics•

Nail polish•



Major customers of containers for cosmetics and perfumery business are Dumak LLC, L’Oreal, Erkul Kozmetic, Compagnie De Diffussion, Niasi, Expak, Baralan International, S F Patel & Sons, Estico Ltd., Revolline Ltd.

Scheme of Amalgamation:

The Hon’ble High Court of Judicature at Bombay vide its Order dated 10th August, 2007 and the Hon’ble High Court of Gujarat at Ahmedabad vide its Order dated 27th August, 2007 have approved the Scheme of Arrangement and Amalgamation of Kojam Fininvest Limited; which earlier held 53.86% in Gujarat Glass Limited. In March 2007, the Company was converted into a Public Limited Company and consequently the name of the Company was changed from Gujarat Glass Private Limited to Gujarat Glass Limited. Further as a new corporate entity Gujarat Glass Limited has been changed to Piramal Glass Limited in 2008.

Performance summary:Rs. in Million

Particulars FY2008 FY2007

Sales and Profit:

Net Sales 7,786.2 7,007.5

EBDITA 1,240.0 723.7

PBT (after exceptional items) (124.6) (248.7)

PAT (after prior period items) (226.7) (373.6)

Margins:

EBDITA % 15.9% 10.3%

PBT % (after exceptional items) (1.6%) (3.5%)

PAT % (after prior period items) (2.9%) (5.3%)

Growth:

Net Sales 11.1%

Global Sales* 13.1%

Operating Profit 71.3%

Net Profit 39.3%

Notes:*Global Sales are Total Consolidated Sales outside India.

Results review summary:Total sales for the year ended 31 Mar 2008 grew by 11.1% to Rs. 7,786.2 million compared to FY 2007 Net sales of Rs. 7,007.5 million.

Earning Before Depreciation, Interest, Tax and Amortizations (EBDITA) for the year was at Rs.1,240.0 million, an increase of 71.3% over FY2007 EBDITA of Rs. 723.7 million.

Operating Margins increased to 15.9% in FY2008, compared with 10.3% for FY2007.

Net Interest increased by 93.2% to Rs. 671.5 million, as compared to Rs. 347.5 million in FY 2007. The total consolidated debt as on 31 March 2008 was Rs. 10,412.8 million, compared with Rs. 7,044.1 million for FY2007. Debt/Equity ratio was 5.3 in FY2008, compared to 3.8 in FY 2007. The Debt level and Interest costs for FY2008 were higher as we used internal funds and debt to finance capital expenditure of Rs. 3,446.4 million during the year.

Depreciation for the year ended was Rs.693.1 million compared to Rs. 515.1 million in FY 2007. Income Tax (current plus deferred plus fringe benefit tax) was at Rs. 102.1 million, compared with Rs.126.9 million in FY 2007.

As a result, there was a Net Loss of Rs.226.7 million in FY2008 as compared to a net loss of Rs. 373.6 million in FY2007. Earnings per share for FY2008 were Rs. (12.7) as compared to Rs. (22.4).



Net sales analysis:Rs. in Million

Consolidated Sales break-up % Salience FY2008 FY2007 % Growth

India Sales

Cosmetics & Perfumery 3.4% 224.6 238.4 (5.8%)

Pharmaceuticals 22.2% 1,660.2 1,553.9 6.8%

Sub-total – India 25.6% 1,884.8 1,792.3 5.2%

Global Sales

Cosmetics & Perfumery 39.9% 3,305.2 2,797.5 18.1%

Pharmaceuticals 16.8% 1,346.7 1,179.3 14.2%

Specialty Food and Beverages 17.7% 1,249.2 1,238.6 0.9%

Sub-total – Outside India 74.4% 5,901.1 5,215.4 13.1%

Consolidated Total Sales 100.0% 7,786.2 7,007.7 11.1%

Notes:Global Sales are Total Consolidated sales outside India.

Through the year Piramal Glass has continued to focus on growing the high profitable segments. Growth in the C&P sales outside India was led by the addition of capacity in India and increased market share of PGI in USA. Within the C&P segment growth was much higher in the Premium segment (401%) as we increased supplies to the 5 large C&P companies out of the top-10 largest C&P companies.

Profitability analysis:Rs. in Million

Consolidated Profits break-up

EBIDTA PAT

FY2008 FY2007% Growth

(De-growth)FY2008 FY2007

% Growth (De-growth)

Piramal Glass Limited 1,224.7 1,046.2 17.1% 162.6 353.5 (54.0%)

Piramal Glass USA, Inc. (formerly known as Gujarat Glass International, Inc.)

(36.5) (448.4) (91.9%) (317.4) (735.0) (56.8%)

Piramal Glass (UK) Limited (6.0) (21.5) (72.1%) (6.3) (34.4) (81.7%)

Ceylon Glass Company PLC 124.9 173.5 (28.0%) 3.7 33.3 (88.9%)

Sub-total — — — (157.4) (382.6) —

Consolidated* — — — (228.3) (389.0) (41.3%)

Notes:*Consolidated is after adjustment of Minority Interest and Inter-company transactions.

Consolidated losses declined in FY2008, mainly because of PGI operations. Net Loss of PGI was down from Rs.735.0 million in FY2007 to Rs.317.4 million in FY2008 due to sales growth, productivity improvement and improved decoration operation.

Manufacturing facilities review:Piramal Glass continues to build on its strategy of developing a strong front end in Western market while building a robust manufacturing base in low cost regions.

PGL Group’s current manufacturing facilities across different regions are as follows:

Piramal Glass Limited (PGL):PGL has production facilities at Jambusar and Kosamba in Gujarat, India. The Company has ISO 9001, ISO 14001 certification and OHSAS (Occupational Health, Safety Analysis Series) i.e. ISO 18001 certification.



During the financial year, PGL relined its 35 TPD furnace & the capacity of it has increased to 40 TPD for manufacturing of premium C&P products. As a part of the US turnaround plan, PGL has commissioned a new 105 TPD furnace in December 2007 at Jambusar. This furnace mainly produces Soda Lime Flint type 3.

Furnace location and number Installed Capacity TPD* Type of glass containers manufactured

Jambusar (2)

1 230 Soda Lime Amber – Pharma

2 105 Soda Lime Flint type 3

Kosamba (6):

1 25 Borosilicate Amber & Flint – Pharma

2 40 Soda Lime Flint – Pharma

3 75 Soda Lime Amber – Pharma & Chemical

4 35

} Soda Lime Flint - cosmetic, perfumery, skincare

5 65

6 100

*Ton Per Day

Piramal Glass USA Inc (PGI):PGI has manufacturing facilities in USA. The installed capacity of the facility is as follows:

Furnace location and number Installed Capacity TPD Type of glass containers manufactured

Two furnaces

1 100 Personal care and food & beverage - Flint

2 95

Ceylon Glass Company PLC (CGCP):CGCP manufactures bottles in flint, amber and other colors with sizes ranging from 50 ml to 2,500 ml. It caters to liquor, food & beverage, and wine industry customers. The Company has built a new production facility with an installed capacity of 205 tons of glass bottles per day in replacement of earlier production facility of 100 tons of glass bottles per day. This furnace can further be expanded to 250 TPD.

Furnace location and number Installed Capacity TPD Type of glass containers manufactured

Single furnace 205 Speciality Food & Beverages

Power & Energy:Power and Fuel cost increased by 23.6% to Rs.1,427.9 million as compared to sales growth of 11.1%.

Manpower:The PGL Group seeks to recruit and retain quality industry professionals and provide them with a high performance environment.

During the financial year, total consolidated workforce of PGL was 3,456, which is an increase of 535 over FY2007. This increase was mainly on account of commencement of new 105 TPD furnace at Jambusar, capacity expansion in Ceylon Glass and increase of manpower at 100 TPD furnace commenced in March 2007.

The workforce details are as follows:

Consolidated manpower break-up FY2008 FY2007 +/–

Piramal Glass Limited (formerly known as Gujarat Glass Limited)

2,384 1,926 +458

Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International Inc.)

751 689 +62

Piramal Glass (UK) Limited 1 16 –15

Ceylon Glass Company PLC 320 290 +30

Total 3,456 2,921 +535



There was one unfortunate incident of disturbance in otherwise cordial Industrial relations. At Kosamba facility, workmen resorted to illegal and unjustified strike. The strike has since peacefully resolved and workmen have resumed work.

Business risk factors:•Replacement threat:•Glass packaging faces the risk of replacement by other packaging solutions such as plastic and other forms of packaging.

Cyclical nature:• The glass packaging industry might exhibit cyclical pattern of demand and supply.

Capital intensive and Energy intensive nature of business:• The glass packaging needs significant capital expenditure in creating infrastructure and regular relining of Production furnaces.

Disclaimer:Certain statements included above may be forward looking and would involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those suggested by the forward looking statements.

Annexure to MD&A: Financial Highlights (Consolidated)

Income StatementRs. in Million

Year ended 31 March 2008

Year ended 31 March 2007

% Growth (De-growth)

Total Income

Sales

– Gross 8,170.7 7,299.9 11.9%

– Net 7,786.2 7,007.5 11.1%

Other Income 222.6 196.1 13.5%

Total 8,008.8 7,203.6 11.2%

PBIDT 1,240.0 723.7 71.3%

PBIDT as % to Total Income 15.5% 10.0%

Interest 671.5 347.6 93.2%

Depreciation 693.1 515.1 34.6%

Profit before Tax & Extraordinary items (124.6) (139.0) 10.3%

% of Total Income (1.5%) (1.9%)

Extraordinary items — 109.7

Profit Before Tax (124.6) (248.7) 49.9%

Provision for Taxation – Current 40.8 105.4

– Deferred 57.5 17.5

– FBT 3.8 4.0

Profit After Tax (before extraordinary items) (226.7) (375.6) 39.6%


Prior Period Expenses / (Income) — 2.0

Profit After Tax (after extraordinary items) (226.7) (373.6) 39.3%


Net SalesDuring the year net sales increased by 11.1% to Rs. 7,786.2 million as compared to Rs. 7,007.5 million in FY 2007. The detailed analysis of it is discussed earlier in the report.



Other IncomeOther income increased to Rs.222.6 millions in FY 2008 registering growth of 13.5%. The major components of it are increased scrap sales, mould sales and export incentive.

Profit before Interest, Depreciation & TaxPBIDT grew by 71.3% to Rs. 1,240.0 million in FY 2008 due to decreased operating losses of Piramal Glass International Inc.

InterestThe interest payment increased by 93.2% to Rs. 671.5 million as compared to Rs. 347.6 million in FY 2007. The heavy increase is due to:

Increase in capital expenditure for new 105 TPD furnace in Jambusar, India and new 205 TPD furnace in Sri Lanka•

Increase in rate of interest•

Balance SheetRs. in Million

As at 31 March, 2008

As at 31 March, 2007

SOURCES OF FUNDS

Share Capital 179.8 173.0

Reserves & Surplus 1,379.1 1,479.1

Minority Interest 397.7 205.9

Loan Funds 10,412.8 7,044.1

Deferred Tax Liability (Net) 280.5 252.6

TOTAL 12,649.9 9,154.7

APPLICATION OF FUNDS

Fixed Assets 9,042.0 6,540.0

Investments 0.1 0.1

Net Working Capital 3,607.8 2,614.6

TOTAL 12,649.9 9,154.7

Key Ratios:

Particulars FY 2008 FY 2007

Debt Equity Ratio 5.3 3.8

Return on Capital Employed 5.0 2.5

Return on Net Worth% 28.0 11.2

Asset Turnover Ratio 1.0 1.2

Return on Capital Employed FY 2008 FY 2007

PBIT 546.9 208.6

Average Net Fixed Assets 7,791.0 5,763.4

Average Net Current Assets 3,111.2 2,445.1

Capital Employed 10,902.2 8,208.5

ROCE (%) 5.0 2.5

CORPORATE GOVERNANCE


Corporate Governance

Introduction

The shares of the Company were listed on the Stock Exchanges towards the end of the financial year ended 31st March 2008 i.e. on 28th February, 2008 on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and on 5th March, 2008 on the Ahmedabad Stock Exchange Limited. A report on the compliance by the Company with the said Corporate Governance requirements, is furnished below.

1. Company’s Philosophy on Corporate Governance :

Corporate Governance is the combination of voluntary practices and compliance with laws and regulations leading to effective control and management of the organisation. Good Corporate Governance leads to long term shareholder value and enhances interest of other stake holders. It brings into focus the fiduciary and the trusteeship role of the Board to align and direct the actions of the organisation towards creating wealth and shareholder value.

2. Board of Directors

The Company’s Board presently comprises of one (1) executive director, three (3) non-executive directors and five (5) independent directors.

The constitution of the Board is given below:

Name of Director Category@ [Designation]

Other Directorships Membership of other Board Committees

as Member as Chairman as Member as Chairman

Ajay G. Piramal NED - Promoter [Chairman] 1 6 2 —

Dr. Swati A. Piramal NED – Promoter Group 10 — 1 —

Shitin Desai ID 3 1 2 —

Bharat Kewalramani ID 2 — — —

Vinita Bali (w.e.f. 26th July 2007)

ID 3 — 2 —

Dharendra Chadha (w.e.f. 29th January 2008)

ID — — — —

N. Santhanam (w.e.f. 10th October 2007)

NED 7 — 2 —

Vijay Shah Mg. Dir. 5 — 1 —

Jiten Doshi (w.e.f. 29th April 2008)

ID — — — —

Gautam Doshi (Appointed as Director w.e.f. 10th October, 2007 and ceased to be a Director w.e.f. 1st April 2008)

ID 10 — 12 1

Note : @ Mg. Dir.- Managing Director; NED- Non-Executive Director; ID- Independent Director

This includes directorships in public limited companies and subsidiaries of public limited companies and excludes directorships in private limited companies, overseas companies and companies under section 25 of the Companies Act, 1956.

This relates to Committees referred to in clause 49 of the Listing Agreement, viz. Audit Committee and Investors Grievance Committee. This also includes Remuneration Committee which is not to be considered for purpose of computing maximum limits under clause 49 of the Listing Agreement.

Attendance of Directors at Board Meetings

The Board of the Company met four (4) times during the financial year, on the following dates:

25th April, 2007 26th July, 2007 24th October, 2007 29th January, 2008

The equity shares of the Company were listed on 28th February, 2008. The Company has since placed before the Board various information, including the applicable items specified under Annexure 1A of the Listing Agreement, from time to time.



The attendance of Directors at the Board Meetings held during the financial year ended 31st March 2008, were as under:

Name of DirectorBoard Meetings

Held during their tenure

Attended

Ajay G. Piramal 4 4

Dr. Swati A. Piramal 4 3

Shitin Desai 4 4

Bharat Kewalramani 4 3

Vinita Bali (Appointed as Director w.e.f. 26th July 2007)

3 2

Dharendra Chadha (Appointed as Director w.e.f. 29th January 2008)

1 1

N. Santhanam (Appointed as Director w.e.f. 10th October 2007)

2 2

Vijay Shah 4 4

Jiten Doshi (*Appointed as Director w.e.f. 29th April 2008)

* *


2 2

3. Code of Conduct

The Company has formulated and implemented a Code of Conduct for Board Members and Senior Management of the Company. Requisite annual affirmations of compliance with the respective Codes have been made by the Directors and Senior Management.

4. Audit Committee

The Audit Committee was duly re-constituted on 10th October, 2007 in terms of the Listing Agreement. During the financial year 2007-08, four Audit Committee Meetings were held, of which, two were before such re-constitution and two were held after such re-constitution.

The attendance of each member of the Committee after such re-constitution is given below :

Name Designation CategoryCommittee Meetings held on

24th Oct. 2007 29th Jan. 2008

Shitin Desai Chairman Independent Director 3 3

Gautam Doshi (ceased to be a Member of the Committee w.e.f. 1st April 2008)

Member Independent Director 3 3

N. Santhanam Member Non- Executive Director

3 3

Jiten Doshi (Appointed as Member of the Committee w.e.f. 29th April 2008)

Member Independent Director N.A. N.A.

The terms of reference of the re-constituted Audit Committee include those specified under Clause 49 of the Listing Agreement as well as under Section 292A of the Companies Act, 1956 such as:

To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the accounts of the Company, a) internal control systems, scope of audit and observations of the Auditors/ Internal Auditors;

To ensure compliance with internal control systems;b)

To review the quarterly, half-yearly and annual financial statements of the Company before submission to the Board;c)

To investigate into any matter in relation to items specified in section 292A of the Companies Act, 1956 or as may be referred to it by the d) Board and for this purpose to seek any relevant information contained in the records of the Company and also seek external professional advice, if necessary;

To make recommendations to the Board on any matter relating to the financial management of the Company, including the Audit e) Report;

To review, investigate and make recommendations to the Board on any matter in relation to the items specified in sub-clause (D) of clause f) 49(II) of the Listing Agreement and for this purpose to seek information from any employee and/or obtain outside legal or professional advice.



The Company Secretary, Mrs. Maria E. Monserrate is the Secretary to the Audit Committee.

5. Nomination & Remuneration Committee

The Nomination & Remuneration Committee was constituted at the Board Meeting held on 29th January, 2008. The composition of the Committee is as follows:

Name Designation Category

Shitin Desai Chairman Independent Director

Vinita Bali Member Independent Director

Dharendra Chadha (Appointed as Member of the Committee w.e.f. 29th April 2008)

Member Independent Director

Ajay G. Piramal Member Non- Executive Director

Gautam Doshi (ceased to be a Member of the Committee w.e.f. 1st April 2008)

Member Independent Director

The terms of reference of the Committee are to review and make recommendations on stock options, remuneration, performance incentive and perquisites for executive Directors and to propose new appointments on the Board.

Remuneration of DirectorsDetails of remuneration paid/payable to the directors for the year ended March 31, 2008 are as follows:

Rupees

Director Relationship with other directors

Business relationship with

Company

Sitting fees*

Salary & Perquisites

Performance Linked Bonus/Commission

Total

Ajay G. Piramal Husband of Dr. Swati A. Piramal

Promoter 30,000 — — 30,000

Dr. Swati A. Piramal Wife of Mr. Ajay G. Piramal Promoter Group 15,000 — — 15,000

Shitin Desai None None 40,000 — — 40,000

Bharat Kewalramani None None 15,000 — — 15,000

Vinita Bali (Appointed as Director w.e.f. 26th July 2007)

None None 10,000 — — 10,000

N. Santhanam None None 20,000 — — 20,000

Vijay Shah None Managing Director — 1,10,19,109 28,00,000 1,38,19,109


None None 20,000 — — 20,000

Dharendra Chadha (Appointed as Director w.e.f. 29th January 2008)

None None 5,000 — — 5,000

* includes sitting fees paid for Committee Meetings

Notes:a) The terms of appointment of Mr. Vijay Shah, Managing Director, as approved by the shareholders, is contained in the Agreement dated

12th October, 2006 executed with him.

b) No loans and advances have been given to any Director of the Company.

c) Shareholding of Non-executive Directors

Mr. Shitin Desai holds 234 equity shares of the Company

Mr. N. Santhanam holds 625 equity shares of the Company



6. Investors Grievance Committee

The Investors Grievance Committee was constituted with effect from 10th October, 2007. As mentioned above, the shares of the Company were first listed on 28th February 2008 and the first meeting of this Committee was held on 29th April 2008. The following are the Members of the Committee:

Name Designation Category

Vinita Bali Chairperson Independent Director

Vijay Shah Member Executive Director

Mrs. Maria E. Monserrate, the Company Secretary, is the Compliance Officer.

Investor Grievances

The following table shows the nature of complaints received from shareholders during the financial year ended 31st March 2008, all of which have been resolved as at 31st March, 2008.

Nature of Complaints 2007-08

Non-receipt of Shares 1

Others 4

Total 5

The complaints are generally responded to within 7 days from their lodgment with the Company.

The Company has designated the email id ‘[email protected]’ exclusively for the purpose of registering complaints by investors electronically.

7. General Body Meetings

The details of the previous three AGMs, all of which were held before the Company was converted into a public limited company, are as follows:

Annual General Meeting (AGM)

Date Time Venue No. of Special Resolutions passed

7th AGM 8th August, 2005 4.00 p.m. All the AGMs were held at Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013

—

8th AGM 31st July, 2006 5.00 p.m. 1

9th AGM 25th July, 2007 2.30 p.m. 2

Resolution passed through Postal Ballot

During the year, the Company sought shareholders approval through Postal Ballot as set out in the notice dated 7th February, 2008 for:

change of name of the Company to ‘Piramal Glass Limited’ (referred to as “Resolution No.1” in the following table); (a)

introduction and implementation of Employees Stock Ownership Plan and for granting of Options thereunder to ‘Employees’ of the Company (b) and its subsidiaries (referred to as “Resolution No. 2” in the following table); and

approval under section 81(1A) of the Companies Act, 1956 for issue of shares to the Gujarat Glass Employees Stock Option Scheme Trust (c) (referred to as “Resolution No. 3” in the following table)

Particulars No. and % of votes cast in favour No. and % of votes cast against

Resolution No. 1 1,50,05,513 (99.99%)

1,853 (0.01%)

Resolution No. 2 1,50,03,522 (99.97%)

3,844 ( 0.03%)

Resolution No. 3 1,50,03,232 (99.97%)

4,134 ( 0.03%)

All the aforesaid three resolutions were passed with overwhelming requisite majority as of 26th March 2008.

Mr. B. R. Upadhyay, practicing Company Secretary, was appointed as Scrutinizer for conducting the Postal Ballot exercise.

Procedure for Postal BallotAfter receiving the approval of the Board/Committee of Directors, the Notice, Explanatory Statement alongwith the Postal Ballot Form and reply-paid self addressed envelope were dispatched to the shareholders to enable them to consider and vote for or against the proposals within a period of 30 days from the date of dispatch. Calender of Events was filed with the Registrar of Companies, Maharashtra within the stipulated



period. The Scrutinizer, after due verification, submitted his report and the results of the Postal Ballot were declared by the Director authorized for this purpose. The same were posted on the website of the Company and at its Registered Office.

At present, there is no proposal for passing any special resolution through postal ballot.

8. Note on Directors appointment / re-appointment

Mr. Shitin Desai shall be retiring by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment. Ms. Vinita Bali, Mr. N. Santhanam, Mr. Dharendra Chadha and Mr. Jiten Doshi are being appointed as directors at the ensuing AGM.

Brief details concerning these Directors are given below:

Mr. Shitin Desai

Mr. Shitin Desai is the Founder Director of DSP Merrill Lynch Limited and is its Executive Vice Chairman. He has been associated with the Capital Markets for over 30 years. He was nominated on the Committee on Infrastructure by the Government of India and was a member on the Committee on Takeovers appointed by SEBI. He was also a Member of the RBI Capital Markets Committee, Advisory Group for Securities Market of RBI and Insider Trading Committee. He is presently a Member of the Steering Committee of the Federation of Indian Chambers of Commerce & Industry (FICCI).

His other directorships in public limited companies and subsidiaries of public limited companies in India are:

Sr. No. Name of Company Membership of Board/ Board Committees

1. DSP Merrill Lynch Ltd Executive Vice-Chairman – Member of Audit Committee

2. DSP Merrill Lynch Trust Services Ltd Director

3. DSP Merrill Lynch Trustee Co. Pvt. Ltd. Chairman – Member of Audit Committee

4. Kalpataru Power Transmissions Ltd. Director

Mr. Shitin Desai holds 234 equity shares in the Company.

Ms. Vinita Bali

Ms. Vinita Bali is currently the Managing Director of Britannia Industries Limited and has spent over 16 years overseas in a variety of marketing, sales and general management positions with eminent multinationals like The Coca-Cola Company and Cadbury Schweppes. Ms. Bali has rich and diverse experience in the packaged foods and beverages industry.

Her other directorships in public limited companies and subsidiaries of public limited companies in India are:


1. Britannia Industries Limited Managing Director

2. Titan Industries Ltd. Director – Member of Audit Committee

3. Mphasis Limited Director – Member of Audit Committee

Ms. Vinita Bali does not hold any shares in the Company.

Mr. N. Santhanam

Mr. N. Santhanam is a Chartered Accountant and a Rank holder. He is the Executive Director and Chief Financial Officer of Piramal Healthcare Limited (formerly Nicholas Piramal India Limited), which is the flagship Company of the Piramal Group.

Mr. N. Santhanam has 36 years of rich and varied experience in Corporate Accounts, Finance, Secretarial and Legal, apart from gaining deep insight into general business management.



His other directorships in public limited companies and subsidiaries of public limited companies in India are:


1. Piramal Healthcare Limited Executive Director – Member Investors Grievance Committee

2. Piramal Enterprises Ltd. Director

3. Piramal Diagnostic Services Private Limited (formerly NPIL Laboratories and Diagnostics Pvt. Ltd.)

Director

4. The Swastik Safe Deposit & Investments Ltd. Director – Member Audit Committee

5. Savoy Finance & Investments Pvt. Ltd. Director

6. IndiaVenture Advisors Pvt. Ltd. Director

7. Piramal Life Sciences Limited Director

Mr. N. Santhanam holds 625 equity shares in the Company.

Mr. Dharendra Chadha

Mr. Dharendra Chadha is a strategy consultant who specializes in the emergent domain of corporate brand strategy. Mr. Chadha spent many years in FMCG marketing before joining the ad agency, J. Walter Thompson. He spent 10 years with that company in their strategic planning function working first in India, then Asia Pacific and finally serving as Global Director of Strategic Planning. For the past 10 years, he has worked as a Strategy Consultant for companies like Unilever Plc, HUL, ITC, Asian Paints, BPCL and Tata Steel.

Mr. Dharendra Chadha is not a director in any public limited company or subsidiary of a public limited company in India and does not hold any shares in the Company.

Mr. Jiten Doshi

Mr. Jiten Doshi is one of the founders of Enam Asset Management Company Pvt. Ltd and is its Director and Chief Investment Officer. He has over 20 years experience in the capital markets. He has advised several managements on shareholder value creation. His guidance in areas such as corporate governance, transparency, disclosure standards and effective shareholder communication has helped several companies improve their interface with all stakeholders. Mr. Doshi is a member of the advisory board of The Urban Infrastructure Opportunities Fund.

Mr. Jiten Doshi is not a director in any public limited company or subsidiary of a public limited company in India and does not hold any shares in the Company.

9. Disclosures

No transaction of material nature has been entered into by the Company with its Directors or Management and their relatives, etc. that •may have a potential conflict with the interests of the Company. The Register of Contracts containing transactions in which directors are interested, is placed before the Board.

Transactions with related parties are disclosed in Note No. 11 of Part–B of Schedule 20 to the Accounts in the Annual Report. •

There has been no instance of non-compliance by the Company on any matter related to capital markets. Hence, the question of penalties •or strictures being imposed by SEBI or the Stock Exchanges or any other statutory authority does not arise.

Compliance with Mandatory / Non-mandatory Requirements

As mentioned above, the shares of the Company was first listed on 28th February 2008. The Company has since complied with all the applicable mandatory requirements of Clause 49 of the Listing Agreement. The Company is also in compliance with the non-mandatory requirements specified in Annexure 1D to Clause 49 of the Listing Agreement regarding constitution of remuneration committee, unqualified financial statements and training of Board Members.

10. Means of Communication

The Financial Results of the Company under clause 41 of the Listing Agreement are regularly posted on its website www.piramalglass.com. •These are also submitted to the Stock Exchanges in accordance with the Listing Agreement and published in newspapers. The Company also holds Analysts Meet where presentations are made on financial results.

Management Discussion & Analysis forms part of this Annual Report.•



11. General Shareholder Information

a) Annual General Meeting

– Date and Time 7th August, 2008 at 3.00 p.m.

– Venue Walchand Hirachand Hall Indian Merchants’ Chamber IMC Marg, Churchgate Mumbai 400 020

b) Financial Calendar Financial reporting for:

– Quarter ending June 30, 2008 by end – July 2008

– Half year ending September 30, 2008 by end – October 2008

– Quarter ending December 31, 2008 by end – January 2009

– Year ending March 31, 2009 by end – June 2009

– Annual General Meeting for the year ending March 31, 2009 by end- September 2009

c) Date of book closure 30th July, 2008 to 7th August, 2008

d) Dividend Payment Date within 5 days from the date of AGM

e) Registered Office Piramal Tower Ganpatrao Kadam Marg Lower Parel, Mumbai 400 013

f) Listing on Stock Exchanges The Bombay Stock Exchange Limited (code: 532949); The National Stock Exchange of India Limited (code: PIRGLASS); The Ahmedabad Stock Exchange Limited (code: 20219 )

g) Stock market data

As mentioned above, the shares of the Company were first listed on the Stock Exchange on 28th February 2008. Accordingly, stock market data for the month of March 2008 is given below.

Bombay Stock Exchange National Stock Exchange

Month High (Rs.)

Low (Rs.)

Monthly volume

High (Rs.)

Low (Rs.)

Monthly volume

Mar–2008 324.85 155.70 119672 322.95 153.25 949860

h) Stock Performance vs BSE Sensex and NSE-50

As mentioned above, the equity shares of the Company were first listed on 28th February, 2008. Accordingly, the disclosure regarding performance of the Company’s Equity Shares relative to the BSE Sensitive Index (BSE Sensex) and S&P CNX Nifty (NSE-50) for the year ended 31st March 2008 is not applicable.

i) ShareTransfer Agents: Amtrac Management Services Limited

– Nasik Processing Unit Plot No.101/102, MIDC, Satpur, Nasik 422007 Tel.: (0253)- 2354032 / 2363372 Fax : (0253)-2351126 (From Mumbai, the dialing code is 95253 instead of 0253) e-Mail: [email protected]

– Mumbai Administrative Office Peninsula Centre, Dr. S.S. Rao Road, Parel, Mumbai-400 012. Tel : 24105685; Fax: 66618788 e-Mail : [email protected]



j) Share Transfer System

To expedite the share transfer process in the physical segment, authority has been delegated to the Share Transfer Committee, which comprises of:

Mr. Ajay G. Piramal ChairmanMr. Vijay Shah MemberMr. N. Santhanam Member

For administrative convenience and to facilitate speedy approvals, authority has also been delegated to senior executives to approve share transfers upto specified limits. Details of share transfers, transmissions etc., approved by the Committee and/or the authorised executives, are placed at the Board Meeting from time to time.

In case of shares held in physical form, all transfers are completed within 12 days from the date of receipt of complete documents. As on 31st March 2008, there were no Equity Shares pending for transfer. Also, there were no demat requests pending as on 31st March, 2008.

k) Distribution of Equity Shareholding as on 31st March 2008

Slab of Shareholdings Shareholders % No. of shares %

1 to 100 51,483 95.94 7,31,111 4.07

101 to 200 915 1.70 1,43,173 0.80

201 to 500 683 1.27 2,47,195 1.37

501 to 1000 256 0.48 2,08,351 1.16

1001 to 5000 247 0.46 5,54,677 3.08

5001 to 10000 44 0.08 3,27,534 1.82

10001 to 20000 18 0.03 2,71,084 1.51

20001 to 30000 6 0.01 1,45,580 0.81

30001 to 40000 2 — 68,321 0.38

40001 to 50000 1 — 49,476 0.28

50001 to 100000 2 — 1,33,932 0.74

Above 100000 17 0.03 1,51,02,566 83.98

Total 53,674 100.00 1,79,83,000 100.00

Category-wise Equity Shareholding as on 31st March, 2008

Category code

Category of ShareholderNumber of

Share holdersTotal number of

shares%

Shareholding

(A) Shareholding of Promoter and Promoter Group 27 1,25,76,417 69.94

(B) Public shareholding

Institutions1.

Mutual Funds/ UTI(a) 9 241 0.00

Financial Institutions / Banks(b) 28 640 0.00

Insurance Companies(c) 2 68,321 0.38

Foreign Institutional Investors(d) 2 24 0.01

Sub-Total 41 69,226 0.39

Non-institutions2.

Bodies Corporate(a) 670 26,12,564 14.53

Individuals(b)

holding nominal share capital upto Rs.1 lakh(i) 52,463 19,67,054 10.93

holding nominal share capital in excess of Rs.1 (ii) lakh.

19 7,24,694 4.03

Any other - NRIs(c) 454 33,045 0.18

Sub-Total 53,606 53,37,357 29.67

Total Public Shareholding 53,647 54,06,583 30.06

GRAND TOTAL 53,674 1,79,83,000 100.00



l) Dematerialisation of shares

As on 31st March 2008, 1,62,76,927 equity shares of face value of Rs.10/- each, (90.51% of the total number of shares) are in dematerialised form.

m) Outstanding GDRs/ADRs/Warrants There are no outstanding or any convertible instruments convertible warrants/instruments.

n) Plant Locations of the Company and its subsidiaries

India

– Piramal Glass Limited, ONGC Rd., Tarsadi Village, Kosamba, Dist. Surat, PIN 394 120

– Piramal Glass Limited, Gajera Road, Uchhad Village, Jambusar, Dist. Bharuch, PIN 392150

Overseas

– Ceylon Glass Company PLC, Poruwadanda, Wagawatte, Horana, Sri Lanka.

– GGI Flat River LLC, Flat River Glass, 1000 Taylor Avenue, Park Hills, Missouri, MO 63601, USA

– GGI Williamstown LLC, GGI Decora, 918E, Malaga Road, Williamstown, NJ 08094, USA

– Piramal Glass – USA, Inc., GGI Coated Products, 5176 Harding Highway, Mays Landing, NJ 08330, USA

o) Investor CorrespondenceMaria E. MonserrateCompany SecretaryPiramal Glass Limited Secretarial Department, Piramal TowerGanpatrao Kadam Marg, Lower Parel,Mumbai 400013.Tel:91-22-30466666•Fax:91-22-24902363Email: [email protected]

Certificate on Corporate Governance

The Members of Piramal Glass Limited

We have examined the compliance of conditions of Corporate Governance by Piramal Glass Limited (formerly known as Gujarat Glass Limited) for the year ended 31st March, 2008 as stipulated in revised clause 49 of the Listing Agreement of Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that in respect of investor grievances during the year ended March 31, 2008, no investor grievances are pending against the Company as on 31st March, 2008, as per the records maintained by the Company and presented to the Investors / Shareholders Grievance Committee.

For N. L. Bhatia & AssociatesPracticing Company Secretary

N. L. BhatiaPartner

Place: MumbaiDate: 29th May, 2008

17

NOTICE

Piramal Glass Limited

NOTICE is hereby given that the Tenth Annual General Meeting of the Members of Piramal Glass Limited will be held on Thursday, the 7th August, 2008 at the Walchand Hirachand Hall, Indian Merchants’ Chamber Building, IMC Marg, Churchgate, Mumbai 400 020 at 3.00 p.m. to transact the following business:

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2008 and the Profit & Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon.

2. To declare dividend on equity shares.

3. To appoint a Director in place of Mr. Shitin Desai, who retires by rotation and is eligible for re-appointment.

4. To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

SPECIAL BUSINESS5. Increase in number of Directors on the Board to nine

To consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 258 of the Companies Act, 1956, the number of Directors on the Board of the Company be and is hereby increased to nine.”

6. Appointment of Ms. Vinita Bali as Director


“RESOLVED THAT Ms Vinita Bali, who was appointed as an Additional Director of the Company with effect from 26th July, 2007, under section 260 of the Companies Act, 1956 read with Article 124 of the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company.”

7. Appointment of Mr. N. Santhanam as Director


“RESOLVED THAT Mr. N. Santhanam, who was appointed as an Additional Director of the Company with effect from 10th October, 2007, under section 260 of the Companies Act, 1956 read with Article 124 of the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company.”

8. Appointment of Mr. Dharendra Chadha as Director


“RESOLVED THAT Mr. Dharendra Chadha, who was appointed as an Additional Director of the Company with effect from 29th January, 2008, under section 260 of the Companies Act, 1956 read with Article 124 of the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company.”

9. Appointment of Mr. Jiten Doshi as Director


“RESOLVED THAT Mr. Jiten Doshi, who was appointed as an Additional Director of the Company with effect from 29th April, 2008, under section 260 of the Companies Act, 1956 read with Article 124 of the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company.”

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER.

2. The Explanatory Statement pursuant to section 173 (2) of the Companies Act, 1956, is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company has been declared closed from Wednesday, the 30th July, 2008 to Thursday, the 7th August, 2008 (both days inclusive).

Dividend on equity shares as recommended by the Directors for the financial year ended 31st March, 2008 when declared at the Meeting, will be paid within 5 days from declaration of dividend.

4. Directors

Mr. Shitin Desai is retiring by rotation at this Annual General Meeting (AGM) and is eligible for re-appointment. Ms. Vinita Bali, Mr. N. Santhanam, Mr. Dharendra Chadha and Mr. Jiten Doshi hold office till the date of the AGM and have been proposed for appointment.

The information to be provided for these Directors under Clause 49 of the Listing Agreement, is given in the Corporate Governance section of this Annual Report.

18

NOTICE


5. Facility of electronic credit of dividend directly to the respective bank accounts of our shareholders through Electronic Clearing Service (ECS), is available. This facility is currently available at the locations specified in the Mandate Form separately enclosed in this Annual Report. This is in addition to the Bank Mandate Facility that already exists whereby bank account details are printed on the dividend warrants. Shareholders who would like to avail of the ECS Mandate Facility or the Bank Mandate Facility (if not done earlier) are requested to complete and submit the Mandate Form, so as to reach the Company’s Share Transfer Agent latest by 29th July, 2008. Kindly note that shareholders holding shares in dematerialized form would receive their dividend directly to the bank account nominated by them to their Depository Participant, as per SEBI directives.

6. Those members who have so far not encashed their dividend warrants of the below mentioned financial years of erstwhile Kojam Fininvest Limited (which has since merged with the Company), may claim or approach the Company for the payment thereof as the same will be transferred to the Investor Education and Protection Fund of the Central Government, pursuant to section 205C of the Companies Act, 1956 on the respective dates mentioned thereagainst. Intimation in this regard is sent periodically to the concerned shareholders of Kojam Fininvest Limited. Kindly note that after such dates, the members will loose their right to claim such dividend.

Financial Year ended Due date of transfer

31.03.2005 16.09.2012*

31.03.2006 08.10.2013*

* This refers to the due date for transfer of dividend declared by erstwhile Kojam Fininvest Limited which was merged with the Company.

7. Section 109A of the Companies Act, 1956 provides for Nomination by the shareholders of the Company in the prescribed Form 2B. Shareholders are requested to avail this facility.

By Order of the Board

Registered Office: Maria E. MonserratePiramal Tower Company SecretaryGanpatrao Kadam MargLower ParelMumbai 400 013.

Dated: 29th May, 2008

EXPLANATORY STATEMENT

Pursuant to section 173(2) of the Companies Act, 1956

Item No. 5

Increase in number of Directors on the Board to nine

With the appointment of Ms. Vinita Bali, Mr. N. Santhanam, Mr. Dharendra Chadha and Mr. Jiten Doshi proposed at item nos. 6,7, 8 & 9 of the accompanying notice, the total number of Directors on the Board of the Company will increase to nine. Hence the the resolution at item no. 5 in terms of Section 258 of the Companies Act, 1956, for increase in the number of directors, which is within the maximum limit of 12 directors fixed by Article 120 of the Articles of Association of the Company. The Board recommends this resolution for your approval.

Ms. Vinita Bali, Mr. N. Santhanam, Mr. Dharendra Chadha and Mr. Jiten Doshi may be deemed to be concerned or interested in this resolution.

Item Nos. 6, 7, 8 & 9

Ms. Vinita Bali, Mr. N. Santhanam, Mr. Dharendra Chadha and Mr. Jiten Doshi who were appointed as Additional Directors by the Board during the year under Section 260 of the Companies Act, 1956 read with Article 124 of the Articles of Association of the Company with effect from 26th July, 2007, 10th October, 2007, 29th January, 2008 and 29th April, 2008 respectively hold office upto the date of this Annual General Meeting.

Brief details about these Directors are given below:

Ms. Vinita Bali

Ms. Vinita Bali is currently the Managing Director of Britannia Industries Limited and has spent over 16 years overseas in a variety of marketing, sales and general management positions with eminent multinationals like The Coca-Cola Company and Cadbury Schweppes. Ms. Bali has rich and diverse experience in the packaged foods and beverages industry.

19

NOTICE


Mr. N. Santhanam

Mr. N. Santhanam is a Chartered Accountant and a Rank holder. He is the Executive Director and Chief Financial Officer of Piramal Healthcare Limited (formerly Nicholas Piramal India Limited), which is the flagship Company of the Piramal Group. Mr. N. Santhanam has 36 years of rich and varied experience in Corporate Accounts, Finance, Secretarial and Legal, apart from gaining deep insight into general business management.

Mr. Dharendra Chadha

Mr. Dharendra Chadha is a strategy consultant who specializes in the emergent domain of corporate brand strategy. Mr. Chadha spent many years in FMCG marketing before joining the advertisement agency, J. Walter Thompson. He spent 10 years with that company in their strategic planning function working first in India, then Asia Pacific and finally serving as Global Director of Strategic Planning. For the past 10 years, he has worked as a Strategy Consultant for companies like Unilever Plc, HUL, ITC, Asian Paints, BPCL and Tata Steel.

Mr. Jiten Doshi

Mr. Jiten Doshi is one of the founders of Enam Asset Management Company Pvt. Ltd and is its Director and Chief Investment Officer. He has over 20 years experience in the capital markets. He has advised several managements on shareholder value creation. His guidance in areas such as corporate governance, transparency, disclosure standards and effective shareholder communication has helped several companies improve their interface with all stakeholders. Mr. Doshi is a member of the advisory board of The Urban Infrastructure Opportunities Fund.

None of the above Directors are related to each other or to any of the directors of the Company.

The information to be provided for these Directors under Clause 49 of the Listing Agreement, is given in the Corporate Governance Section of this Annual Report.

As required under section 257 of the Companies Act, 1956, the Company has received separate joint notices alongwith deposit from some members proposing the candidature of these Directors.

The Board recommends the resolutions appearing at item nos. 6, 7, 8 & 9 of the accompanying Notice.

As it concerns them, Ms. Vinita Bali, Mr. N. Santhanam, Mr. Dharendra Chadha and Mr. Jiten Doshi may be deemed to be concerned or interested in the resolution concerning them respectively.


Registered Office: Maria E. MonserratePiramal Tower Company SecretaryGanpatrao Kadam MargLower ParelMumbai 400 013.

Dated: 29th May, 2008

DIRECTORS’ REPORT


Directors’ Report

To the Shareholders

Your Board of Directors has pleasure in presenting the Tenth Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2008.

We are pleased to inform you that pursuant to your approval by Special Resolution which was passed through Postal Ballot and the ‘Fresh Certificate of Incorporation consequent upon Change of Name’ issued by the Registrar of Companies, Maharashtra, Mumbai, the name of the Company has been changed from Gujarat Glass Limited to Piramal Glass Limited (‘the Company’) w.e.f 2nd April, 2008.

Financial Results(Rs. in Million)

For the year ended 31.03.08

For the year ended 31.03.07

Growth %

Net Sales 4,649.87 3,814.08 21.91

Operating other Income 266.35 223.38 19.24

Total operating income 4,916.22 4,037.46 21.77

OPBIDTA 1,224.69 1,046.23 17.06

– Margin 24.91% 25.91%

Less :

Interest 437.03 213.66 104.54

Depreciation 530.08 351.44 50.83

Profit before tax and extra-ordinary items 257.58 481.14 (46.46)

Extraordinary Items — 35.00

Profit Before Tax 257.58 446.14 (42.26)

Provisions for Taxation:

Current Year 29.18 54.00

MAT Credit Entitlement (29.18) (54.00)

Deferred Tax 91.24 88.64

FBT 3.77 4.00

Profit After Tax 162.57 353.50 (54.01)

– Margin 3.31% 8.76%

Add: Profit brought forward from Previous Year 710.47 356.97

Profit Available for Appropriation 873.04 710.47

Appropriation

Proposed dividend on equity shares 26.97 —

Dividend tax thereon 4.58 —

Transfer to General Reserve 8.13 —

Balance retained in Profit & Loss Account 833.36 710.47

Earning Per Share (Basic/Diluted) Rs. 9.04 20.43

Earning Per Share Before Extra-ordinary Items (Net of Tax) Rs. 9.04 22.06

Equity DividendThe Board of Directors has recommended dividend of Rs. 1.50 (@ 15 %) per equity share of Rs.10/- for the year ended 31st March, 2008.

Total cash outflow on account of this dividend payment together with dividend distribution tax will be Rs. 31.55 Million.

Merger of Kojam Fininvest Limited with the CompanyDuring the year, Kojam Fininvest Limited (‘Kojam’) merged with the Company w.e.f 1st April, 2007, pursuant to the Scheme of Arrangement and Amalgamation (‘the Scheme’) sanctioned by the Hon’ble Bombay and Gujarat High Courts. Pursuant to the Scheme, 93,17,000 equity shares held by Kojam in the Company have been cancelled.

DIRECTORS’ REPORT


In terms of the Scheme, the Company allotted its equity shares to the shareholders of Kojam in the ratio of 1:1. The Record Date for this purpose was 6th October, 2007.

ListingIn accordance with the Scheme, the Company’s shares were listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited on 28th February, 2008 and on the Ahmedabad Stock Exchange Limited on 5th March, 2008.

Operations ReviewOur Company continued to maintain a leadership position in the domestic flaconnage market for pharmaceutical applications and has made significant inroads in the cosmetics and perfumery (C&P) segments. Sales of the C&P business was Rs.2103.70 Million as against Rs 1498.90 Million in the previous year.

Our Company has achieved a growth of 22% with total income from operations at Rs.4916.22 Million as against Rs. 4037.46 Million in the previous year. Profit Before Tax was Rs.257.58 Million (42% down from Rs. 446.14 Million in the previous year) and Profit After Tax was Rs.162.57 Million (54 % down from Rs. 353.50 Million in the previous year).

Our Company has also taken several initiatives to improve the manufacturing efficiency and productivity of its plants at Kosamba and Jambusar. A manufacturing excellence programme is being implemented across the organization towards building global best-in-class quality standards. During the year under review, the Company commissioned a new 105 TPD furnace in December 2007 at Jambusar. This furnace mainly produces Cosmetic & Perfumery products. The Company also relined its 35 TPD furnace at Kosamba.

ExportsThe Company’s continued focus on the export market resulted in exports increasing by almost 44% from Rs. 1922.80 Million in the previous year to Rs.2765.10 Million in the year under review. Our Company has taken advantage of several opportunities arising out of favourable developments on the marketing front in the European and American markets.

Subsidiary Companies:Our Company has six subsidiaries viz. Ceylon Glass Company PLC, GG USA Inc., Piramal Glass (UK) Limited, Piramal Glass - USA, Inc. (formerly known as Gujarat Glass International Inc.), and its two subsidiaries, GGI Flat River LLC and GGI Williamstown LLC, which are consequently also the subsidiaries of the Company. Operations of these companies are discussed below.

Ceylon Glass Company PLC.During the year, Ceylon Glass Company PLC. (CGCP) relocated its production facility from Rathmalana to a new and bigger plant at Horana, consequent to which, its production capacity, has increased from 120 TPD to 205 TPD. The new production facility at Horana has a tax holiday period of 5 years w.e.f. 10th December 2007.

To part finance its expansion plan, CGCP raised an amount of SLR 752.15 Million through a Rights Issue during the year, consequent to which our Company’s stake in the subsidiary has gone up from 53.76% to 56.45%.

CGCP has achieved a growth of 8.4% in revenue from SLR 1857.19 Million in the previous year to SLR 2014.13 Million in the current year. CGCP’s Profits After Tax is SLR 35 Million as against SLR 104 Million in the previous year. The drop is mainly due to high energy cost coupled with shifting and stabilization of production facilities at the new location at Horana.

GG USA Inc.GG USA Inc. (GG USA) is a wholly owned subsidiary of the Company, set up primarily to facilitate export initiatives. GG USA has contributed significantly to the export business of the Company to the US markets. Exports to US have increased from USD 2.81 Million in the previous year to USD 3.81 Million in the current year. GG USA’s Profit After Tax is USD 0.005 Million against USD 0.024 Million in the previous year.

Piramal Glass – USA, Inc.Piramal Glass – USA, Inc. (PG-USA) (formerly known as Gujarat Glass International Inc.) is a wholly owned subsidiary of the Company. The turnover of PG-USA for the year ended 31st March 2008 is USD 68.43 Million as against USD 57.62 Million in the previous year. PG-USA has incurred a loss of USD 7.87 Million for the year as against USD 16.24 Million for the previous year.

GGI - Flat River, LLCGGI Flat River, LLC (GGI- Flat River) is a wholly owned subsidiary of Piramal Glass- USA, Inc. GGI Flat River earns its income by leasing its land and building at Flat River to its holding company. GGI–Flat River has earned an income of USD 0.26 Million in the year under review which is the same as in the previous year.

GGI - Williamstown, LLCGGI Williamstown, LLC (GGI-Williamstown) is also a wholly owned subsidiary of Piramal Glass–USA Inc. GGI–Williamstown also earns its income by leasing its land and building at Williamstown to its holding company. The income of GGI–Williamstown for year under review is USD 0.18 Million which is the same as in the previous year.

DIRECTORS’ REPORT


Piramal Glass (UK) LimitedPiramal Glass (UK) Limited (PG-UK) is a wholly owned subsidiary of the Company. The turnover of PG-UK for the year ended 31st March 2008 is GBP 0.10 Million as against GBP 0.48 Million in the previous year. It incurred a loss of GBP 0.11 Million for the year as against a loss of GBP 0.37 Million in the previous year.

The Central Government has granted exemption under sub-section (8) of section 212 of the Companies Act, 1956, from attaching to the Balance Sheet of the Company, the Accounts and other documents of its subsidiaries. However, the Consolidated Financial Statements, which includes the results of the said subsidiaries are included in this report. Further, a statement containing the particulars prescribed under the terms of the said exemption for each of the Company’s subsidiaries is also enclosed. Copies of the relevant audited accounts of the Company’s subsidiaries, can be sought by any investor of the Company or its subsidiaries on making a written request to the Company Secretary at the registered office of the Company in this regard. The Annual Accounts of the subsidiary companies are also available for inspection of any investor at the Company’s and/or concerned subsidiaries registered office.

Corporate GovernanceOur Company has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the stock exchanges. A separate report on Corporate Governance compliance is included as a part of the Annual Report alongwith the Certificate from Mr. N.L. Bhatia, practicing Company Secretary.

In compliance with Corporate Governance requirements, the Company has implemented a Code of Conduct for all its Board members, who have affirmed compliance thereto. A Code of Conduct has also been formulated and implemented for the senior management of the Company. The said Codes of Conduct have been posted on the Company’s website.

Internal Control SystemThe Company has appointed an independent firm of Chartered Accountants, M/s Aneja & Associates, as internal auditors. The Audit Committee of the Board addresses significant issues raised by the Internal Auditors and Statutory Auditors.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and OutgoOur Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on a day-to-day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as an annexure to this Report.

Environment and SafetyOur Company’s commitment to environmental protection and safety is based on the continued ongoing processes implemented at its manufacturing facilities. The Company’s plants at Kosamba and Jambusar are ISO 18001 certified by BVQI for its Occupational Health Safety Assessment Series (OHSAS).

PersonnelRelations between employees and the management continued to remain cordial during the year, except for a strike at one of the Company’s manufacturing location at Kosamba, Gujarat. Normalcy was however restored in a short span of time.

Any shareholder interested in obtaining a copy of the Statement of Particulars of Employees referred to in section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Registered Office of the Company.

Our Company has introduced an ESOP Scheme for its employees. In compliance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 approval of shareholders was sought to the ESOP Scheme during the year through Postal Ballot. The Company is in the process of issuing and allotting 5,75,000 equity shares of Rs. 10/- each for cash at par to the ESOP Trust (for which requisite approval of shareholders was sought during the year through Postal Ballot), which will be utilized against exercise of ESOP to be granted/vested under the ESOP Scheme of the Company from time to time.

DirectorsMr. Shitin Desai retires by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment, which your directors recommend.

Ms. Vinita Bali, Mr. N. Santhanam, Mr. Dharendra Chadha and Mr. Jiten Doshi who were appointed as Additional Directors during the year, hold office upto the ensuing Annual General Meeting. Your approval is sought for their appointment vide respective resolutions in the accompanying Notice for the AGM.

Mr. Gautam Doshi has ceased to be Director of the Company on 1st April, 2008. Your Directors place on record their appreciation for the services rendered by him during his tenure on the Board of the Company.

DIRECTORS’ REPORT


Directors Responsibility StatementAs required under section 217 (2AA) of the Companies Act 1956, (“the Act”) we hereby state:

1. that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2008 and its profit for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the directors have prepared the annual accounts on a going concern basis.

AuditorsM/s. Haribhakti & Co., Chartered Accountants, Vadodara retire as Auditors of the Company at the ensuing AGM and are eligible for reappointment.

AcknowledgementsWe take this opportunity to thank the employees for their contribution to the Company.

We also thank our investors, shareholders and bankers for their continued support towards conduct of efficient operations of the Company.


Mumbai Ajay G. Piramal29th May, 2008 Chairman

DIRECTORS’ REPORT


Annexure to Directors’ Report

Particulars under Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 for the year ended 31st March 2008

Conservation of Energy

During the year, the Company introduced the following measures to conserve energy:

• CompressorloadisreducedbyinstallationofAirControlSystem

• Heat&ElectricalconsumptionissavedbyincreasedusageofNaturalGasinplaceofFuelOil.

• ReductioninelectricalenergybyinstallationofThyristorpanelinShrinkWrapMachine.

• ReductioninPowerconsumptioninradiatorfansbyprovidingvariablefrequencydrive.

• Achievedhigherpowergenerationincaptivepowerplant.

Form - A

Form of disclosure of particulars with respect to Conservation of Energy.

A POWER & FUEL CONSUMPTION FY 2008 FY 2007

1 Gas / Electricity

a) (I) Gas

Unit (’000 M3) 52,751.94 41,303.81

Total Amount (Rs. in Million) 502.26 320.81

Rate / Unit (M3) 9.52 7.77

(II) Electricity

Unit (in ’000) 20,507.51 17,398.22


Rate / Unit (KWH) 6.24 6.42

b) Own Generation

(I) Through Diesel Generator

Unit — —

Total Amount (Rs. in Million) — —

Rate / Unit — —

(II) Through Steam Turbine Generator

Unit — —


Rate / Unit — —

2 Coal

Quantity (Tonnages) — —


Average Rate — —

DIRECTORS’ REPORT


3 Furnace Oil

Quantity (K Ltrs.) 13,115.00 11,990.97


Average Rate / K. Ltrs 18.39 16.21

4 LPG/ Propane

Quantity (Tons.) — 4.91

Total Amount (Rs. in Million) — 0.18

Average Rate / Ton — 35.72

5 Other/ Internal Generation

(I) CPP plant

Unit (in ‘000) 76,212.25 36,830.34


Average Rate 2.53 1.99

(II) Wind Mill Generation

Unit (in ’000) 1,806.35 2,250.79


Average Rate 4.10 3.71

B. Consumption per unit of Production

Since the operation of the Company involves multiple products of different sizes and volumes, disclosure of consumption figure per unit of production is not meaningful.

FY 2008 FY 2007

DIRECTORS’ REPORT


FORM - B

Form for the disclosure of particulars with respect to Technology Absorption

1 . Research & Development : The Company does not have a Research & Development set up and therefore there is no expenditure under this head.

2. Technology Absorption, Adaptation & Innovation : Continuous efforts are being made to reduce costs and improve product qualities.

3. Foreign Exchange Earning and Outgo : During the year Foreign Exchange Earning was Rs. 2,255.74 Million as against Outgo of Rs.96.40 Million.

27

PIRAMAL GLASS LIMITED(Formerly known as Gujarat Glass Limited)

STANDALONE FINANCIAL STATEMENTS


AUDITORS’ REPORT TO THE MEMBERS OF PIRAMAL GLASS LIMITED

We have audited the attached Balance Sheet of PIRAMAL GLASS LIMITED, (Formerly known as Gujarat Glass Limited.) (hereinafter referred 1. to as the ‘Company’) as at 31ST MARCH, 2008, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto which we have signed under reference to this report. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform 2. the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 as amended by the companies (Auditor’s Report) (amendment) (together the, 3. Order) issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the Company, so far as appears from our examination of those books.

c) The Balance Sheet and Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and the Profit and Loss Account and the Cash Flow Statement, dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies, Act, 1956.

e) On the basis of the written representations received from the Directors of the Company as on 31 March, 2008, and taken on record by the Board of Directors, We report that none of the Directors is disqualified as on 31st March, 2008 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) In our opinion, and to the best of our information and according to explanations given to us, the said accounts read together with the Significant Accounting Policies and Notes forming part thereof, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008.

ii) in the case of Profit and Loss Account, of the profit of the Company for the year ended on that date and

iii) in the case of Cash Flow statement, of the cash flows for the year ended on that date.

HITESH J. DESAI Partner

M. No. 37569

For HARIBHAKTI & CO., Mumbai, April 29, 2008 Chartered Accountants




ANNEXURE REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF PIRAMAL GLASS LIMITED (Formerly known as Gujarat Glass Limited.)

i. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets of the Company in its possession are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme a portion of the fixed assets have been verified by the management during the year and no material discrepancies between the book records and the physical inventory has been noticed. Confirmations have been received in respect of fixed assets lying with third parties.

(c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

ii. (a) The inventory (excluding stocks with third parties and materials in transit) has been physically verified by the management at reasonable intervals during the year. In respect of stocks lying with third parties, these have been substantially confirmed by them. In our opinion the frequency of verification is reasonable.

(b) In our opinion, and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion and according to the information and explanations given to us, the Company is maintaining proper records of its inventories. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and the same have been properly dealt with in the books of account.

iii. (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly sub-clauses (b), (c) and (d) of clause (iii) of the Order are not applicable to the Company.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly sub-clause (f) and (g) of clause (iii) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased/sold are of special nature for which suitable alternative sources do not exist for obtaining comparative quotation, there are adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. In respect of transactions entered in the register maintained in pursuance of section 301 of the Act:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, having regard to the fact that certain items purchased / sold and service rendered / received are of special nature and suitable alternative, sources do not exist for obtaining comparative quotations, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. Five Lakhs in respect of any party, during the year, have been made at price which are reasonable having regard to the prevailing market prices at relevant time or the prices at which the transactions for similar goods have been made with other parties.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 58A, 58AA or any other relevant provisions the Companies Act, 1956 and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records by the Company under clause (d) of Sub section (I) of Section 209 of the Act, for the products of the Company.

ix. According to the information and explanations given to us and the records of the Company examined by us in respect of statutory and other dues:

(a) The Company is generally regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues

29




with the appropriate authority during the year. According to the information and explanations given to us, there are no undisputed amount payable in respect of such statutory dues which have remained outstanding as at 31st March 2008 for a period more than six months from the date they became payable.

(b) Disputed Excise Duty of Rs.4.96 million and Sales tax liability of Rs. 19.64 million and Income tax of Rs.973.69 million have not been deposited since the matters are pending with the relevant Central Excise, Sales Tax Appellate and Income Tax Appellate Authorities.

x. The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current financial year and the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders as at the balance sheet date.

xii. Based on our examination of documents and records and according to the information and explanations given to us, we are of the opinion that the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(iii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable to the Company.

xv. On the basis of the information and explanations given to us, the terms and conditions on which the Company has given corporate guarantee of US $ 30 million to Export-Import Bank of India and US $ 20 million to UTI Bank Singapore for corporate guarantee and US $ 2 million to National Union fire Insurance Co. of Pittesburgh on behalf of itself and other member companies of American International Group, Inc for obtaining loans and/or insurance coverage of Subsidiary Company Viz. GG International Inc. USA are not prejudicial to the interest of the Company.

xvi. According to the information and explanations given to us and the records examined by us, the Company has not availed any long term loans during the year.

xvii. According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company we report that Company has used funds raised on short term basis of Rs. 1,827.90 millions for long term investments. The Company has invested the funds for financing its project expansion plans.

xviii. The Company has not made during the year any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of Companies Act, 1956.

xix. The Company has not issued any debentures during the year and hence the clause relating to the creation of security or charge for debentures is not applicable to the Company.

xx. The Company has not raised any money by public issue during the year.

xxi. During the course of our examination of books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have been informed of such cases by the management.

HITESH J. DESAI Partner

M. No. 37569

For HARIBHAKTI & CO., Mumbai, April 29, 2008 Chartered Accountants




Balance Sheet as at March 31, 2008

As at As at Schedule March 31, 2008 March 31, 2007 No. Rs. in Million Rs. in Million

I. SOURCES OF FUNDS 1 Shareholders’ Funds a. Share Capital

Equity Share Capital 1 179.83 173.00

b. Reserves and Surplus 2 2,457.25 2,637.08 2,334.48 2,507.48

2 Loan Funds

a. Secured Loans 3 1,807.95 2,494.51

b. Unsecured Loans 4 5,515.02 7,322.97 2,559.22 5,053.73

3 Deferred Tax Liability (Net) Deferred Tax Liability 535.67 377.08

Less: Deferred Tax Assets (262.44) 273.23 (165.91) 211.17 (Refer note No. 14 of Part-B, of Schedule 20)

TOTAL 10,233.28 7,772.38

II. APPLICATION OF FUNDS

1 Fixed Assets

a. Gross Block 5 9,729.08 8,190.90

b. Less: Depreciation (3,082.12) (2,907.63)

c. Net Block 6,646.96 5,283.27

d. Capital Work in Progress 222.45 328.17

6,869.41 5,611.44

2 Investments 6 588.52 425.81

3 Current Assets, Loans and Advances

a. Inventories 7 941.89 503.55

b. Sundry Debtors 8 1,821.45 1,069.41

c. Cash and Bank Balances 9 12.63 37.31

d. Loans and Advances 10 1,249.65 1,078.52

4,025.62 2,688.79

Less: Current Liabilities and Provisions a. Current Liabilities 11 994.22 534.34

b. Provisions 12 256.05 419.32

1,250.27 953.66

Net Current Assets 2,775.35 1,735.13

TOTAL 10,233.28 7,772.38

NOTES TO ACCOUNTS 20

Schedules referred to above and notes attached thereto form an integral part of Balance Sheet This is the Balance sheet referred to in our report of even date.

Hitesh J. Desai Ajay G. Piramal Chairman Dr. (Mrs.) Swati A. Piramal DirectorPartner Vinita Bali Director N. Santhanam DirectorM. No. 37569 Dharendra Chadha Director Vijay Shah Managing Director Shitin Desai Director Partha Sarathi De President – Finance, Glass GroupHaribhakti & Co., Jiten Doshi Director Maria Monserrate Company SecretaryChartered Accountants Bharat Kewalramani Director

Mumbai, April 29, 2008

31




Profit & Loss Account for the Year Ended March 31, 2008

Year Ended Year Ended Schedule March 31, 2008 March 31, 2007 No. Rs. in Million Rs. in Million

INCOME Turnover (Gross) 5,034.34 4,106.41

Less: Excise Duty 307.15 227.60

Less: Sales Tax 77.32 64.73

Turnover (Net) 4,649.87 3,814.08

Other Income 13 266.35 223.38

4,916.22 4,037.46

EXPENDITURE

Materials 14 1,158.86 842.08

Staff Cost 15 566.44 390.23

Other Expenses 16 2,208.03 1,739.82

(Increase)/Decrease in WIP/Finished Goods 17 (241.80) 19.09

3,691.53 2,991.22

PROFIT BEFORE INTEREST, DEPRECIATION AND TAX 1,224.69 1,046.24

Interest 18 437.03 213.66

Depreciation 530.08 351.44

PROFIT BEFORE TAX AND EXTRA-ORDINARY ITEMS 257.58 481.14

Extraordinary Items 19 — 35.00

PROFIT BEFORE TAX 257.58 446.14

Provision for Taxation – Current 29.18 54.00

– Mat Credit Entitlement (29.18) (54.00)

– Deferred 91.24 88.64

– FBT 3.77 4.00

PROFIT FOR THE YEAR 162.57 353.50

Balance brought forward from earlier year 710.47 356.97

NET PROFIT AVAILABLE FOR APPROPRIATION 873.04 710.47

Proposed Dividend 26.97 —

Corporate Dividend Tax 4.58 —

Transfer to General Reserve 8.13 —

Balance carried to Balance Sheet 833.36 710.47

873.04 710.47

Earning Per Share (Basic / Diluted) Rs. 9.04 20.43

Earning Per Share Before Extraordinary Items (Net of Taxes) Rs. 9.04 22.06


Schedules referred to above and notes attached thereto form an integral part of Profit & Loss Account. This is the Profit & Loss Account referred to in our report of even date.






Cash Flow Statement for the Year Ended March 31, 2008

Year ended Year ended March 31, 2008 March 31, 2007 Rs. in Million Rs. in Million

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax 257.58 446.14

Adjustments for :

Add/ (Less) :

(Profit)/ Loss on Sale of Fixed Assets 6.16 0.47

Deferred Revenue Exp. — 9.90


Interest Paid 437.03 213.66

Dividend Income (16.04) (3.98)

Technical Fees (38.15) (34.04)

Exceptional Items — 35.00

Operating Profit Before Working Capital Charges 1,176.66 1,017.58

Adjustments for Changes in Working Capital :

(Increase)/ Decrease in Inventories (438.34) 12.87

(Increase)/ Decrease in Sundry Debtors (736.17) (397.59)

(Increase)/ Decrease in Loans & Advances (166.73) (518.73)

Increase/ (Decrease) in Trade Payables & Other Liabilities 311.20 197.16

Increase/ (Decrease) in Other Provisions (227.77) 274.04

Cash Generated from Operations (81.15) 585.33

Direct Tax Paid Less refund received (4.81) (17.19)

Cash Flow before Extraordinary Items (85.96) 568.14

Extraordinary Items — (35.00)

NET CASH FROM OPERATING ACTIVITIES – A (85.96) 533.14

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets/ WIP (1,665.22) (1,773.68)

Sale of Fixed Assets 1.15 6.03

Investments in shares of Subsidiary Companies (162.70) —

Dividend Received 16.04 3.98

Technical Fees Received 22.29 29.88

NET CASH FROM INVESTING ACTIVITIES – B (1,788.42) (1,733.79)

33




C CASH FLOW FROM FINANCING ACTIVITIES

(Repayment)/ Proceeds From Borrowings 2269.25 1,401.21

Interest Paid (419.53) (203.80)

Net cash from Financing Activities – C 1,849.72 1,197.41

Net Increase in Cash & Cash Equivalents (A+B+C) (24.68) (3.24)

Cash & Cash Equivalents as at 01.04.2007 (Opening Balance) 37.31 40.55

Cash & Cash Equivalents as at 31.03.2008 (Closing Balance) 12.63 37.31

Notes :

The above cash flow has been prepared under the Indirect Method as setout in the Accounting Standard - 3 on Cash Flow Statements issued by 1. the Institute of Chartered Accountants of India.

The previous year figures have been regrouped wherever necessary in order to confirm to this years presentation.2.

Figures in brackets reflect cash outflows.3.

This is the Cash Flow statement referred to in our report of even date.







Schedules forming part of the Balance Sheet as at March 31, 2008

As at As at March 31, 2008 March 31, 2007 Rs. in Million Rs. in Million

1 SHARE CAPITAL AUTHORISED 27300000 Equity Shares of Rs 10/- each 273.00 273.00 (Previous year 27300000 Equity Shares of Rs 10/- each)

37700000 Preference Shares of Rs 10/- each 377.00 377.00 (Previous year 37700000 Preference Shares of Rs. 100/- each) 650.00 650.00 ISSUED, SUBSCRIBED AND PAID UP

17983000 Equity Shares of Rs 10/- each 179.83 173.00

179.83 173.00Note :Out of the total equity shares, 9317000 (P.Y. 9317000) equity shares of Rs. 10/- each of the Company, were held by Kojam Fininvest Limited, (“Kojam”) the erstwhile Holding Company till 20th September 2007.

The Scheme of Arrangement and Amalgamation of Kojam Fininvest Ltd, with the Company (Scheme), as approved by the shareholders of both the Companies, was sanctioned by respective High Courts at Bombay and Ahmedabad by Orders dated 10th August, 2007 and 27th August, 2007 respectively and the scheme became effective from 20th September, 2007.

Pursuant to the Scheme,

(i) 9317000 equity shares of the Company held by Kojam stood cancelled whereby Kojam ceased to be a holding company w.e.f. 20th September 2007, and

(ii) The Company has allotted on 11th October, 2007 10000000 equity shares of Rs. 10/- each credited as fully paid up to the shareholders of Kojam in the ratio of 1 share for every 1 equity share held by them in Kojam.

Consequently, the paid up Share Capital of the Company stood increased to Rs.17,98,30,000/-.

2 RESERVES AND SURPLUS Share Premium Account As per last Balance Sheet 1,083.51 1,083.51 Reduction as per scheme of amalgamation (Refer Note No.3 of Part – B Schedule 20) (8.25) —

1,075.26 1,083.51

Capital Redemption Reserve

As per last Balance Sheet 490.00 490.00

General Reserve

As per last Balance Sheet 50.50 50.50

Transfer from P & L appropriation 8.13 —

58.63 50.50

Profit and Loss Account

As per annexed Profit and Loss Account 833.36 710.47

2,457.25 2,334.48

35




3 SECURED LOANS * Cash Credit from Banks (Refer Note 1) 185.88 368.95

Term Loan

Rupee Term loan from Financial Institutions (Refer Note 2) 200.00 789.17

Foreign Currency Term Loan (Refer Note 2) 907.25 1,042.06

Buyers Credit (Refer Note 3) 514.82 294.33

1,807.95 2,494.51

Note :

Cash Credit facilities including packing credit in foreign currency are secured by Hypothecation of current assets namely, stocks, bills receivables 1. and book debts and all other movables, both present and future, of the Company.

The Rupee Term Loan and foreign currency Term Loans are secured by mortgage and pari passu charge of immovable properties of the Company, 2. both present and future. They are further secured by hypothecation of all movables and movable machinery, machinery spares and accessories, both present and future, subject to prior charge created/ to be created in favour of banks and/or financial institutions for securing the borrowing for working capital facilities and the charge on specific assets referred to sr. no. 3 below.

Loans under Buyers Credit are secured by an exclusive charge on the assets and equipments procured under the facility.3.

* Repayable within a year Rs. 718.53 millions, previous year Rs. 795.38 millions.


4 UNSECURED LOANS * Long Term Loan from banks. 750.00 1,000.00

Short Term Loans from Banks and Financial Institutions 4,507.75 1,301.95

Sales Tax Deferment loan (Repayable in five equal installments commencing from F.Y. 2011-12) 257.27 257.27

5,515.02 2,559.22

Note :

* Repayable within a year Rs. 5,106.12 millions, previous year Rs. 1301.95 millions





5 FIXED ASSETS (AT COST) (Refer Note No.2, Part A, Schedule 20)

Rs. in Million

GROSS BLOCK DEPRECIATION NET BLOCK

Description As on Additions Deductions As on As on Additions Deductions As on As on As on 01.04.07 31.03.08 01.04.07 31.03.08 31.03.08 31.03.07

Intangible Assets

Software — 53.31 — 53.31 — 5.40 — 5.40 47.91 —

Tangible Assets

Freehold Land 41.61 34.25 0.00 75.86 — — — — 75.86 41.61

Buildings 907.26 218.73 0.08 1,125.91 179.10 15.15 0.08 194.17 931.74 728.17

Plant & Machinery 7,107.37 1,562.33 362.08 8,307.62 2,672.87 489.36 354.97 2,807.26 5500.36 4,434.51

Furniture & Fixtures 115.25 29.95 0.00 145.20 51.51 18.28 — 69.80 75.40 63.74

Vehicles 19.41 3.44 1.67 21.18 4.15 1.89 0.54 5.50 15.68 15.26

Total 8,190.90 1,902.01 363.83 9,729.08 2,907.63 530.08 355.59 3,082.12 6,646.96 5,283.27

Previous Year 6,612.40 1,586.02 7.52 8,190.90 2,557.20 351.44 1.01 2,907.63 5,283.27 4,055.20

Capital Work in Progress 222.45 328.17

TOTAL 6,869.41 5611.44

Notes :1) Gross Block is net of CENVAT credit availed on relevant assets 2) Borrowing cost capitalized Rs. 31.15 millions (Previous year Rs. 16.38 millions) during the year.3) Deduction includes assets discarded during the year. (Gross Block Rs. 350.30, Depreciation Block Rs 349.17)


6 INVESTMENTS (Long Term, Non Trade) A. Shares in Subsidiary Companies - Quoted

(i) 536351611 Ordinary Shares, of SLR 1 each of Ceylon Glass Co. Ltd., Sri Lanka. 348.11 185.40 (Previous Year 297938380 Ordinary Shares of SLR 1 each) Market Value Rs. 396.90 millions (Previous Year Rs. 297.94 millions)

B. Shares in Subsidiary Companies – Un-Quoted

(i) 25000 Ordinary Shares of USD 1 each of GG USA Inc., USA 1.21 1.21

(ii) 500000 Ordinary Shares of USD 10 each of Piramal Glass – USA, Inc. 227.61 227.61 (formerly known as Gujarat Glass International Inc., USA)

(iii) 150000 Ordinary Shares of GBP 1 each of Piramal Glass (UK) Ltd. 11.59 11.59

588.52 425.81

7 INVENTORIES (As certified by the Management)

Raw and Packing Materials 106.15 40.47

Stores, Spares & Moulds 411.17 269.91

Work-in- Progress 13.61 26.32

Finished Goods (*) 449.96 192.33

980.89 529.03

Allowances for non-moving and obsolete inventories (39.00) (25.48)

* Includes trading inventory of Rs.3.12 million 941.89 503.55

37





8 SUNDRY DEBTORS

i . Over six months

Unsecured – Considered good 327.53 94.24

– Considered doubtful 42.00 42.77

369.53 137.01

Less: Provision for Bad debts (42.00) 327.53 (42.77) 94.24

ii. Others

Unsecured - Considered good 1,493.92 975.17

1,821.45 1,069.41

9 CASH AND BANK BALANCES

i. Cash and cheques on hand 1.04 0.94

ii. Balance with Scheduled Banks

– Current Account 9.51 36.37

– Others 2.08 —

12.63 37.31

10 LOANS AND ADVANCES (Unsecured and Considered Good, unless otherwise stated)

Advances recoverable in cash or in kind or for value to be received

From Suppliers 509.80 517.58

From Others

– Unsecured – Considered Good 400.75 279.86

– Unsecured – Considered Doubtful 35.00 35.00

435.75 314.86

Less : Provisions (35.00) 400.75 (35.00) 279.86

Advance Income Tax & TDS 85.81 81.41

Claims receivable — 0.08

Prepaid expenses 6.26 8.86

Balance with Excise Authorities 163.63 106.73

Other Deposits 83.40 84.00

1,249.65 1,078.52

11 CURRENT LIABILITIES

Sundry Creditors for Capital Goods, Materials and Expenses 561.55 453.65

Interest accrued but not due 43.34 25.84

Other liabilities 389.33 54.85

994.22 534.34

12 PROVISIONS

Provision for Employees retirement benefits 16.81 29.40

Provision for Other Liabilities 116.74 331.92


Tax on Proposed Dividend 4.58 —

Provision for Tax 90.95 58.00

256.05 419.32




Schedules annexed to and forming part of the Profit and Loss Account for the Year Ended March 31, 2008


13 OTHER INCOME

Technical Fees 38.15 34.04

Mould Recovery 23.76 17.31

Claims & Refunds 3.12 24.12

Scrap Sales 32.33 25.44

Income from Windmill 7.41 8.36

Export Incentive 30.74 28.72

Miscellaneous Income 14.89 4.43

Sales Tax Remission 20.86 27.56

Excess Gas Charges Refund 45.27 47.95

Exchange Fluctuation Gain 33.78 1.47

Dividend Income (Gross) 16.04 3.98

266.35 223.38

14 MATERIALS

Raw Materials

Opening stock 30.95 30.66

Add: Purchases 763.20 533.97

794.15 564.63

Less: Closing stock (91.99) (30.95)

Raw Materials Consumed 702.16 533.68

Packing Materials Consumed 343.89 273.47

Trading Purchases 112.81 34.93

1,158.86 842.08

15 STAFF COST*

Salaries, Wages and Bonus 520.29 341.15

Contribution to Provident and Other funds 18.41 31.50

Staff Welfare 27.74 17.58

566.44 390.23

* Includes managerial remuneration of Rs 13.82 (P.Y. Rs13.74) paid / payable to the Managing Director.

39





16 OTHER EXPENSES Power & Fuel 893.83 627.44

Stores, Spares, Lubricants and Moulds consumed 204.32 153.91

Repairs to :

Building 3.32 1.59

Plant & Machinery 15.94 20.28

Others 7.10 6.92

Rent, Rates & Taxes 25.79 27.73

Wind farm rent & maintenance 1.58 2.04

Bank Charges 12.32 11.46

Insurance 12.41 13.53

Communication expenses 17.68 10.58

Donation 0.61 0.68

Travelling 15.00 14.06

Foreign Travelling expenses - Directors 5.59 2.66

Foreign Travelling expenses - Employees & Others 22.97 17.00

Foreign Technical Fees 26.89 24.99

Legal & Professional Fees 13.40 16.58

Audit Fees 0.85 0.85

Freight Outward & forwarding charges 529.98 423.87

Marketing Survey Fees 20.19 16.90

Commission on Sales 27.89 20.43

Sitting fees 0.16 0.10

Bad debts written off — 2.88

Loss due to fire/Sale of Assets 6.16 0.47

Decoration Expenses 132.88 111.05

Resorting & Repacking Expenses 2.02 38.08

Deferred revenue expenses — 9.90

Provision for Bad and Doubtful Debts — 15.00

Excise Expense 10.99 4.55

Miscellaneous Expenses 198.16 144.29

2,208.03 1,739.82

17 INCREASE/(DECREASE) IN FINISHED GOODS AND WORK-IN-PROGRESS

Opening Stock

Finished Goods 192.33 166.62

Work-in-Progress 26.32 71.12

218.65 237.74

Closing Stock

Finished Goods 446.84 192.33


460.45 218.65

(Increase)/Decrease in WIP/Finished Goods (241.80) 19.09





18 INTEREST

Interest on Fixed Loans and Debentures 288.57 156.40

Interest on Others 148.46 57.26

437.03 213.66

19 EXTRAORDINARY ITEMS

Provision for Doubtful Loans and Advances — 35.00

— 35.00

20. NOTES TO THE ACCOUNTS

Accounting Policies and Notes on Accounts

PART – A SIGNIFICANT ACCOUNTING POLICIES

1 ACCOUNTING ASSUMPTION The financial statements are drawn up in accordance with the historical cost convention on accrual basis and comply with the accounting

standards referred to in Sec 211 (3C) of the Companies Act, 1956.

2 FIXED ASSETS All fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss, if any. Cost comprises the purchase price

and any attributable cost of bringing the asset to its working condition for its intended use. In the case of fixed assets acquired for new projects/ expansions, interest cost on borrowing and other related expenses up to the date of commercial production incurred towards acquiring fixed assets are capitalized.

3. IMPAIRMENTa. The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication

exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash-generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the Profit & Loss account.

b. A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

4. DEPRECIATION Depreciation on all fixed assets is provided on straight-line method at the rate specified in Schedule XIV of the Companies Act, 1956. Depreciation

on additions / deletions is provided on pro-rata basis to the months of additions / deletions.

5 INVESTMENTS Investments are classified as long-term investments and are stated at cost. Diminution in value, if any, which is of a temporary nature, is not

provided.

6 VALUATION OF INVENTORIES Raw materials, Stores & spares, Moulds and Packing Materials are valued at weighted average cost. Work in progress and finished goods are

valued at lower of cost or net realizable value. Cost of working in progress and finished goods is determined by taking materials, labour cost and other appropriate allocable overheads. Excise Duty on goods manufactured by the company and are remaining in inventory is included as part of valuation of finished goods.

7 REVENUE RECOGNITION Sales is recognized, on invoicing and actual dispatch to customers and are recorded inclusive of Excise Duty and Sales Tax. Technical Services

and Other Fees, Interest incomes are accounted on accrual basis. Dividends and Insurance Claims are accounted on receipt basis.

8 EXCISE DUTY The Excise Duty in respect of Closing Inventory of Finished Goods is included as part of the Inventory. The amount of CENVAT Credit, in

respect of Material consumed for Sales is deducted from Cost of Material Consumed.

9 FOREIGN CURRENCY TRANSACTION The transactions in foreign currency are accounted at exchange rate prevailing on the date of transaction. Monetary items denominated in

foreign currency outstanding at the year-end are translated at the year-end exchange rate and the unrealized exchange gain or loss is recognized in the profit and loss account.

41




10 RETIREMENT BENEFITS The Company’s contributions in respect of Provident Fund are charged against revenue every year. Present Liability for future payment of Gratuity

and unavailed leave benefits to the employees at the end of the year is provided on the basis of actuarial valuation and is charged to revenue.

11 BORROWING COSTS Borrowing costs are recognized as an expense in the period in which they are incurred, except to the extent where borrowing costs that are directly

attributable to the acquisition, construction, or production of an asset till put for its intended use is capitalized as part of the cost of that asset.

12 A. CURRENT TAX Provisions for Current Income tax liability is made on estimated Taxable Income under Income Tax Act, 1961 after considering permissible

tax exemptions, deductions and disallowances. This liability is calculated at the applicable tax rate or Minimum Alternate Tax rate under section 115JB of The Income Tax Act, 1961 as the case may be.

B. DEFERRED TAX Deferred Tax liability ascertained as on 31st March ‘02 resulting from timing differences between book profits and tax profits is accounted

for under the liability method, at the tax rate specified under section 115JB of the Income Tax Act, 1961 to the extent that the timing differences are expected to crystallize. Deferred tax liability on timing difference arising subsequent to 31st March, 2002 is accounted at regular rate as enacted in the Income Tax Act, 1961.

C. Fringe Benefit Tax The tax liability on account of Fringe Benefits has been provided as per the provisions of section 115WA of the Income Tax Act, 1961.

13 Provision and Contingent Liabilities The Company recognizes a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources

and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, requires an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

PART – B NOTES FORMING PART OF ACCOUNTS:

1. The Company has ceased to be a Private limited Company and has become a Public limited company effective from 6th march 2007. Further with the requisite approval the name of the Company has been changed from Gujarat Glass Limited to Piramal Glass Limited w.e.f. 2nd April, 2008.

2. Contingent Liability in respect of :

As at As at March 31, 2008 March 31, 2007 (Rs. In Million) (Rs. In Million)

a) Estimated amount of contracts remaining to be executed on Capital account 109.12 34.91

b) Disputed Liability

– Central Excise authorities 4.96 5.25

– Sales Tax Authorities 19.64 72.11

– Income Tax Authorities

where the Company is in appeal 263.29 —

where the Department is in appeal 710.40 —

c) Counter Guarantees issued to Banks & others 207.13 15.98

d) Counter Guarantee of US $ 2 millions to Insurance Company for Insurance coverage to Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International, Inc.) the wholly owned Subsidiary of the Company. 80.24 86.88

e) The Company has provided Corporate Guarantees and has given pari passu 2,006.00 1,737.30 charge on the entire fixed assets (movable & immoveable) both present & future (except assets having exclusive charge) of the Company situated at Jambusar & Kosamba, to EXIM Bank of India for Term Loan of US $ 30 millions & UTI Bank, Singapore for Credit facility of US $ 20 millions (by way of Term Loan of US $ 18 millions and a letter of Credit facility of US $ 2 millions) granted to the wholly owned subsidiary in USA viz. Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International, Inc.)

3. The Scheme of Arrangement and Amalgamation of Kojam Fininvest Ltd, (‘Kojam’) with the Company (‘Scheme’) as approved by the shareholders of the both the Companies, was sanctioned by respective High Courts at Bombay and Ahmedabad by Orders dated 10th August,2007 and 27th August,2007 respectively and became effective from 20th September, 2007.




Pursuant to the Scheme 9317000 equity shares of the Company held by Kojam stood cancelled and the Company has allotted on 11th October,2007 10000000 equity shares of Rs. 10/- each credited as fully paid up to the shareholders of Kojam in the ratio of 1 share for every 1 equity share held by them in Kojam. Consequently, the Companies Share Capital stood increased to Rs.17,98,30,000/-.

The details of Assets acquired and Liabilities assumed are accounted by Pooling of Asset method and as per the scheme, the resultant deficit/ excess is adjusted in Share Premium account.

PARTICULARS Rs. in Million

Assets

Investments 96.91

Goodwill 0.30

Other Current Assets 0.85

Liabilities

Other Liabilities 2.27

4. Effective from 5th December 2007, the Company has commissioned furnace with 105 Tonnes Per Day (TPD) capacity at Jambusar plant, Dist. Bharuch.

5. The aggregate amount of Investments, Loans and other outstanding balances with Subsidiaries of the Company is as follows:


Investment in Equity Shares

– Ceylon Glass Company Limited 348.11 185.40

– GG USA Inc., 1.21 1.21

– Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International, Inc.) 227.61 227.61

– Piramal Glass (UK) Ltd. 11.59 11.59

Amount recoverable (Subsidiaries)

– Ceylon Glass Company Limited

– Debtors 9.77 14.75

– Technical Fees & Others 71.98 32.61

– GG USA Inc

– Debtors 79.43 87.80

– Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International, Inc.)

– Debtors 333.86 208.38

– Other for Expenses 45.39 35.57

– Loan & Interest 206.52 190.90 (maximum amount outstanding Rs. 409.22 millions)

– Piramal Glass (UK) Ltd.

– Debtors 20.94 1.02

– Loan 55.41 45.90 (maximum amount outstanding Rs. 59.00 millions)

6. During the year under consideration, the Company’s wholly owned subsidiary namely Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International, Inc.) have incurred losses amounting to Rs. 317.41 millions (P.Y. Rs. 735.04 millions).

However, considering the present global opportunities and looking at the emerging market scenario in the field of cosmetic and perfumery markets, the management is hopeful to turn-around the present situation and in its opinion does not require any provision in the accounts of the Company

7. The unrealised foreign currency gain on conversion of foreign currency term loan as at the year end amounting to Rs.56.00 millions (previous year 37.68 millions) has been net off from the interest expenses.

8. Debtors, Loans and advances includes Rs. 852.62 millions (previous year Rs. 641.35 millions) are due from companies, where Directors of the company are interested as Director.

43




9. Managerial Remuneration:

Staff cost includes Managerial Remuneration paid/payable to Manger and Managing Director, details whereof is as under:


Managerial Remuneration

A. To Manager and Managing Director

a. Salary 12.67 11.95

b. Contribution to PF & Pension Fund 1.15 0.95

c. Commission — 0.40

d. Monetary Value of Perquisites under the Income Tax Act — 0.44

13.82 13.74

B. Computation of Net Profit u/s 198/349 of the Companies Act, 1956

Profit Before Tax and Exceptional Items 257.58 481.14

Less: Bad-debt written off — 2.47

257.58 478.67

Add : Loss on Sale of Assets 6.16 0.47

Provision for Bad & Doubtful Debts — 15.00

Remuneration 13.82 13.74

Net Profit u/s 198 / 349 of the Companies Act, 1956 277.56 507.88

Maximum permissible managerial remuneration restricted to 5% 13.88 25.39 as per Section 349 of the Companies Act

10. The Company’s operations relate only to container glass packaging in the domestic as well as export market and accordingly, primary segment reporting disclosures for business segments, as envisaged in Accounting Standard 17 on ‘Segment Reporting’ (AS 17) issued by The Institute of Chartered Accountants of India, is not applicable.

The Company’s operations relating to secondary segment reporting has been confined to sales in India and exports outside India.

Fixed assets used in the company’s business and liabilities contracted in respect of its sole manufacturing facilities are not identifiable in line with the following reportable segments as the fixed assets and liabilities contracted are used interchangeably between the segments. Accordingly, only figures for debtors have been given.

Secondary segment reporting:(Rs. in Million)

Year ended 31-03-08 Year ended 31-03-07

Particulars Domestic Exports Total Domestic Exports Total

Revenue by Geographical Segment Gross Sales (Net of returns) 2250.84 2783.50 5034.34 1974.81 2131.60 4106.41

Current Assets, Loans & Advances Sundry Debtors (Net of Provisions) 494.29 1327.16 1821.45 380.59 688.83 1069.42




11. As required by Accounting Standard – AS 18 “ Related Parties Disclosure” issued by The Institute of Chartered Accountants of India are as follows:

A. List of Related Parties with whom transactions have taken place during the year:

a. Holding Company

– Kojam Fininvest Limited (upto 20th September 2007.)

b. Subsidiary Companies

– Ceylon Glass Co. Ltd., Sri Lanka

– GG USA Inc., USA

– Piramal Glass (UK) Ltd.

– Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International, Inc.)

– GGI Flat River LLC

– GGI Williamstown LLC

c. Associated Companies

– Nicholas Piramal India Ltd.

– Piramal Enterprises Ltd.

– NPIL Pharma Inc.

– Alpex International Ltd.

d. Key Management Personnel

Mr. Ajay Piramal Chairman–

Mr. Vijay Shah Managing Director –

Dr. Swati Piramal Director– B. Summary of the transactions with related parties is as follows:

(Rs. in Million)

Key management Holding company Subsidiaries Associates personnel Total

Particulars Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended Year ended 31.03.08 31.03.07 31.03.08 31.03.07 31.03.08 31.03.07 31.03.08 31.03.07 31.03.08 31.03.07

Purchase of Goods / Service / Assets — — 1.84 10.19 17.58 — — — 19.42 10.19

Sale of Goods — — 488.96 392.32 231.51 216.20 — — 720.47 608.52

Reimbursement of Exp. Recd. — 0.45 27.08 32.50 0.12 0.68 — 27.20 33.63

Reimbursement of Exp. Paid — — 16.13 42.32 4.21 35.18 — — 20.34 77.50

Technical Fees & Other Exp. Recd. — — 38.15 34.04 — — — — 38.15 34.04

Dividend received — — 16.04 3.98 — — — — 16.04 3.98

Marketing Fees paid — — 20.19 16.90 — — — — 20.19 16.90

Loan — — 154.09 52.62 — — — — 154.09 52.62

Remuneration — — — — — — 13.82 13.74 13.82 13.74

Corporate Service Charges — 42.63 41.71 — — 42.63 41.71

System Service charges — — — — — — — — —

Outstanding payable — — 17.47 1.93 — — — 17.47 1.93

Outstanding receivable — — 823.30 617.13 29.32 24.22 — — 852.62 641.35

Note : The above information has been determined to the extent such parties have been identified on the basis of information provided by the Company and approved by the Board of Directors of the Company, which has been relied upon by the Auditors.

12. The company’s leasing arrangement (Operating) is only in respect of vehicles. The aggregate lease rentals payable on these leasing arrangements are charged as lease rentals under “other expenses” in schedule – 16.

These leasing arrangements are for a period not exceeding five years and are in most cases renewable by mutual consent on mutually agreeable terms.

45




The future lease rent payable in respect of vehicle on lease is:

(i) not later than 1 year - Rs. 3.75 millions (Previous year Rs.4.34 millions), and

(ii) later than 1 year but less than 5 years - Rs. 4.10 millions (Previous year Rs.7.22 millions).

13. As required by Accounting Standard 20 issued by the Institute of Chartered Accountants of India, the Earning Per Share (EPS) is calculated by dividing the profit attributable to the equity share holders by the average number of equity shares outstanding during the year and is ascertained as follows:

Profit available to equity shareholders

Particulars 2007-08 2006-07

Profit available to equity shareholders Rs. in Million 162.57 381.56 (Before Exceptional Items)

Extra Ordinary Items Rs. in Million — 35.00

Profit available to equity shareholders Rs. in Million 162.57 353.50

Weighted average no. of equity share for Basic EPS Nos. 17983000 17300000

Nominal value of equity shares Rs. 10 10

Earning Per Share (Basic/Diluted) Rs. 9.04 20.43

Earning Per Share Before Extra Ordinary Items (Net of Tax) Rs. 9.04 22.06

14. During the Financial Year 2001-02 provision for deferred tax as required by Accounting Standard – 22 issued by the Institute of Chartered Accountants of India (ICAI) was determined and provided in accounts by considering the “enacted rate” of tax at the MAT rate u/s 115JB of the Income-tax Act, 1961, which was the applicable rate to the company for that year. Subsequently, in December 2002, ICAI issued an Accounting Standard Interpretation clarifying that the tax effect to be recognized under Accounting Standard – 22 should be measured using regular tax rate and not MAT rate. Subsequently the liability has been provided at regular tax rate as enacted in the Income Tax Act, 1961.

The deferred tax assets & liabilities comprise of tax effect of following timing differences: (Rs. In Million)

As at For the year As of 31st 31st Mar’ 07 2007-08 March 08

Deferred Tax Liability

Excess of net block over WDV as per the provisions of the Income Tax Act 1961 377.08 158.59 535.67

Deferred Expenditure —

Total 377.08 158.59 535.67

Deferred Tax Assets

Unabsorbed Depreciation 50.53 64.44 114.97

Provision for gratuity & leave encashment 9.68 (3.96) 5.72

Provision for Doubtful Debts 14.40 (0.12) 14.28

Disallowance u/s 43B 2.53 2.31 4.84

Provision for non-moving inventory 8.57 4.68 13.25

MAT Credit u/s 115JB 80.20 29.18 109.38

Total 165.91 96.53 262.44

Net Deferred Tax Liability 211.17 62.06 273.23

15. The Actuarial valuation of Liability arising on account of retirement benefits has been carried out by experts in accordance with the Guidance note issued by the Institute of Actuaries of India and parameters suggested under revised Accounting Standard-15. The assumptions made by the experts while determining the Liabilities are as under:

Retirement Age : 60 years Withdrawal rates : Age related Attrition rates : 2% Future Salary rates : 5% Rate of Discounting : 8% Mortality table : LIC (1994-96) ultimate Method of Valuation : Projected unit Credit Method




The report has been relied upon by the Auditors. Company has opted for the Group Gratuity cum Life Insurance Scheme of Prudential ICICI and has contributed till date Rs 43.93 millions (Previous year Rs. 22.23 millions). The difference between the actuarial valuation and the funds with Prudential ICICI has been adequately provided for in the accounts.

16. There are no amounts due and outstanding to be credited to Investor Education and Protection fund.

17. Miscellaneous expenses include Auditors Remuneration in respect of:(Rs. in Million)

Particulars 2007-2008 2006-2007

a. Tax Audit 0.15 0.17

b. Certification 0.31 0.03

c. Out of Pocket Exp. 0.03 0.17

0.49 0.37

18. In view of all the set off of accumulated losses/unabsorbed depreciation of Rs. 555.05 millions (PY Rs 569.23 millions) available to the Company, there is no tax liability on the Company except under section 115JB of the Income Tax Act, 1961 which has been provided for.

19. A) Total amount due to Small Scale Industrial Undertakings is Rs. 0.56 millions. The names of the Small Scale Industrial Undertakings to whom the company owes a sum exceeding Rs. 1 Lakh and which is outstanding for more than 30* days are,

(Rs. in Million)

Name of Creditor / supplier As at 31st March 2008 As at 31st March 2007

Sheetal Engg. Works 0.42 0.00

Solar Enterprise 0.00 0.50

TOTAL 0.42 0.50

* As per the terms of contract, the credit period is generally up to 60 days.

Note : The above information regarding small scale industrial undertakings have been determined to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by the Auditors.

B) Under the Micro, Small and Medium Enterprise Development Act, 2006, which came into effect on October 2, 2006, certain disclosures are required to be made relating to Micro, Medium and Small Enterprises. The Company is in the process of compiling relevant information from its suppliers about their coverage under the Act. Since the relevant information is not readily available, no disclosure have been made in account.

20. Consumption of Raw Materials:(Rs in Million.)

2007-2008 2006-2007

Name of the Raw Mateiral Qty. Amount Qty. Amount (in tons) (in tons)

Quartz & Sand 96632.53 136.58 70211.39 70.33

Soda Ash 26895.23 324.88 21371.13 223.15

Cullet (Broken Glass) 21825.14 84.09 20233.09 69.05

Others 26367.30 156.61 42973.42 171.15

TOTAL 702.16 533.68

21. Details of Turnover, stocks etc., during the year (figures in brackets pertains to previous year) excluding excise duty & sales tax.

(Rs in Million.)

Product Opening Stock Turnover Closing stock

Qty. Amount Qty. Amount Qty. Amount

Glass Containers 2157.49 203.17 29349.96 4591.28 2886.38 446.84 (2080.60) (166.62) (29836.94) (3801.00) (2157.49) (203.17)

Note: Stocks are net of breakages.

47




22. Details of installed capacities/Production (Figures in brackets pertains to previous year)

Products Installed Annual production capacity (in lakhs pcs.) (MT)

Glass Containers 220440.00 30078.85

(173150.00) (25764.13)

Notes : (a) Installed capacity is as certified by the Director of the Company and accepted by the Auditors as this is a technical matter. (b) Under the Liberalized Industrial Policy of the Government, vide notification No. S-O-477 (E) dated 25th July 1991, the Company’s products are exempted from licensing provisions under the Industries (Development Regulation) Act, 1951.

23. a. Value of imports on CIF Basis(Rs. in Million)

As at As at March 31, 2008 March 31, 2007

1. Raw Materials 147.24 100.01

2. Capital Goods & Spares 667.65 602.56

b. Break up of Imported & Indigenous Raw Materials Consumed: (Rs. in Million)

As at As at March 31, 2008 March 31, 2007 Amount % Amount %

1. Raw Materials 185.14 26.36 107.75 20.19

2. Indigenous 517.02 73.64 425.93 79.81

TOTAL 702.16 100.00 533.68 100.00

c. Expenditure in Foreign Currency (On mercantile basis)

As at As at March 31, 2008 March 31, 2007 (Rs. in Million) (Rs. in Million)

– Subscription / Books & Periodicals — 0.09

– Foreign Travelling 7.73 4.55

– Technical Fees & Consultancy Fees 25.73 25.24

– Exports Promotional Expenses 29.44 8.64

– Marketing Survey Fees for USA 19.89 16.90

– Decoration, Resorting, Repacking & Warehousing Expenses 6.77 11.14

– Export Claim 0.08 —

– Legal & Professional Exp. 0.96 —

– Office Expenses 1.69 —

– Other Exp 4.11 0.30

d. Earnings in Foreign Exchange

As at As at March 31, 2008 March 31, 2007 (Rs. in Million) (Rs. in Million)

Export of goods calculated on FOB basis 2201.55 1637.91

Technical Fees 38.15 34.04

Dividend received from Ceylon Glass Co. Ltd 16.04 3.98

24. Figures of previous year have been regrouped wherever necessary so as to make them comparable with the current year’s figures.




Balance Sheet Abstract And Company’s General Business Profile

I. Registration Details

Registration No. Balance Sheet Date State Code Date Month Year

II. Capital raised during the year (Amount in Rs. Thousands)

Public Issue Rights Issue

Bonus Issue Private Placement

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands) Total Liabilities Total Assets

7 7 Sources of Funds Paid up Capital Reserves & Surplus

7 57 Secured Loans Unsecured Loans

7 555 Application of Funds Net Fixed Assets Investments

66 555 Net Current Assets Miscellaneous Expenditure

775 Accumulated Losses

IV. Performance of Company (Amount in Rs. Thousands) Turnover Total Expenditure

6 6565 + – Profit / Loss Before Tax + – Profit / Loss After Tax

5757 657 Earnings per Share in Rs. Dividend Rate %

. 5.V. Generic Names of Three Principal Products / Services of the Company (as per monetary terms)

Item Code No. 7 Product Description

Schedules referred to above and notes attached thereto form an integral part of Balance Sheet. Signature to Schedule 1 to 8



49




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CONSOLIDATED FINANCIAL STATEMENTS

Auditors’ Report

To,The Board of Directors,Piramal Glass Ltd.Mumbai.

1.0 We have audited (refer para 3.0) the attached ‘Consolidated Balance Sheet’ of the Piramal Glass Limited (the Company), formerly known as Gujarat Glass Limited and its Subsidiaries (the Group) as at 31st March 2008, the accompanying ‘Consolidated Profit & Loss Account’ for the year ended on that date annexed thereto, and also the ‘Consolidated Cash Flow Statement’ for the year ended on that date, which we have signed under reference to this report. These consolidated financial statements are the responsibility of Piramal Glass Limited’s management and have been prepared by the management on the basis of the separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit.

2.0 We conducted our audit in accordance with generally accepted auditing standards in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3.0 We did not audit the financial statements of the Subsidiaries; viz., Ceylon Glass Company Limited, Srilanka, GG USA INC., Gujarat Glass International INC., GGI Flat River LLC, and GGI Williamstown LLC. and Piramal Glass (UK) Limited; whose financial statements reflect the Group share of total assets of Rs. 4,463.09 millions as at March 31, 2008 and Group share of total revenues of Rs 3,544.14 millions for the year ended on that date as considered in the consolidated financial statements.

These financial statements and other information of the subsidiaries have been audited up to 31st March 2008, by other auditors, whose reports have been furnished to us and our opinion, insofar as it relates to the amounts included in respect of the Subsidiaries, is based solely on the report of the other auditors.

4.0 We report that the Consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21 ‘Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of India.

5.0 Based on our audit and on consideration of the reports of other auditors on separate financial statements and on the other financial information of the components, in our opinion and to the best of the information and explanations given to us, the attached consolidated financial statements together with the notes thereon, annexed thereto give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the ‘Consolidated Balance Sheet’, of the consolidated state of affairs of Piramal Glass Ltd. and its Subsidiaries as at March 31, 2008;

(b) in the case of the ‘Consolidated Profit & Loss A/c’, of the consolidated results of operations of Piramal Glass Ltd. and its Subsidiaries for the year ended on that date; and

(c) in the case of the ‘Consolidated Cash flow Statement’, of the consolidated cash flows of Piramal Glass Ltd. and its Subsidiaries for the year ended on that date.

HITESH J. DESAI Partner M. No. 37569

Date : April 29, 2008 HARIBHAKTI & CO.Place : MUMBAI Chartered Accountants




Balance Sheet as at March 31, 2008

As at As at Schedule March 31, 2008 March 31, 2007 No. Rs. in Million Rs. in Million

I. SOURCES OF FUNDS 1 Shareholders’ Funds a. Share Capital 1 179.83 173.00

b. Reserves and Surplus 2 1,379.11 1,558.94 1,479.15 1,652.15

2 Minority Interest a. Capital 174.51 116.25

b. Reserves 223.14 397.65 89.66 205.91

3 Loan Funds

a. Secured Loans 3 4,873.87 4,208.24

b. Unsecured Loans 4 5,538.93 10,412.80 2,835.86 7,044.10

4 Deferred Tax Liability (Net)

Deferred Tax Liability 554.45 418.47

Deferred Tax Assets (273.97) 280.48 (165.91) 252.56 (Refer note no.10 of Part-B, of Schedule 20) TOTAL 12,649.87 9,154.72

II. APPLICATION OF FUNDS

1 Fixed Assets

a. Gross Block 5 12,286.53 9,367.25

b. Less: Depreciation (3,545.52) (3,302.78)

c. Net Block 8,741.01 6,064.47

d. Capital Work in Progress 300.95 9,041.96 475.53 6,540.00

2 Investments 6 0.11 0.11

3 Current Assets, Loans and Advances a. Inventories 7 2,127.69 1,428.62

b. Sundry Debtors 8 2,018.03 1,405.79

c. Cash and Bank Balances 9 85.62 60.55

d. Loans and Advances 10 1,209.24 1,097.97

5,440.58 3,992.93 Less: Current Liabilities and Provisions a. Current Liabilities 11 1,251.83 741.98

b. Provisions 12 580.95 636.34

1,832.78 1,378.32 Net Current Assets 3,607.80 2,614.61

TOTAL 12,649.87 9,154.72


Schedules referred to above and notes attached thereto form an integral part of the Balance Sheet. This is the Balance Sheet referred to in our report of even date.






Profit & Loss Account for the Year Ended March 31, 2008

Year ended Year ended Schedule March 31, 2008 March 31, 2007 No. Rs. in Million Rs. in Million

INCOME Turnover (Gross) 8,170.66 7,299.88 Less : Excise Duty 307.15 227.60 Less : Sales Tax 77.32 64.73 Turnover (Net) 7,786.19 7,007.55 Other Income 13 222.63 196.11 8,008.82 7,203.66EXPENDITURE Materials 14 1,728.22 1,521.86 Staff Cost 15 2,103.21 2,062.96 Other Expenses 16 3,403.60 3,040.34 (Increase)/Decrease in WIP/Finished Goods 17 (466.24) (145.19) 6,768.79 6,479.97PROFIT BEFORE INTEREST, DEPRECIATION AND TAX 1,240.03 723.69 Interest 18 671.48 347.55 Depreciation 693.15 515.08PROFIT BEFORE TAX AND EXTRA-ORDINARY ITEMS (124.60) (138.94)Extraordinary Items 19 — 109.77PROFIT BEFORE TAX (124.60) (248.71) Provision for Taxation – Current 40.82 105.42 – Mat Credit Entitlement (29.18) (54.00) – Deferred 86.69 71.45 – FBT 3.77 4.00PROFIT FOR THE YEAR (226.70) (375.58)Prior Period Expenses / (Income) — (1.99)PROFIT FOR THE YEAR AFTER PRIOR PERIOD ITEMS (226.70) (373.59)MINORITY INTEREST 1.61 15.38PROFIT AFTER MINORITY INTEREST (228.31) (388.97)Balance brought forward from earlier year (159.93) 229.04Prior Period Adjustments (net of Minority’s Share) 14.95 —Less: Final Dividend Paid (Minority Share) (14.71) —NET PROFIT AVAILABLE FOR APPROPRIATION (388.00) (159.93) Transfer to General Reserve 8.13 — Proposed Dividend 26.97 — Tax on Proposed Dividend 4.58 — Balance carried to Balance Sheet (427.68) (159.93)

(388.00) (159.93)

Earning Per Share (Basic / Diluted) Rs. (12.70) (22.48)Earning Per Share Before Extraordinary Items (Net of Taxes) Rs. (12.70) (16.11)


Schedules referred to above and notes attached thereto form an integral part of Profit & Loss Account. This is the Profit & Loss Account referred to in our report of even date.






Consolidated Cash Flow Statement for the Year Ended March 31, 2008


A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before Tax & Extra-ordinary item (124.60) (138.94)

Adjustments for :

Add/ (Less) :

(Profit)/ Loss on Sale of Fixed Assets 6.20 0.47

Deferred Revenue Exp. — 9.90


Interest 671.48 347.55

Provision for Gratuity 5.18 3.34

Operating Profit Before Working Capital Charges 1,251.41 653.83

Adjustments for Changes in Working Capital :

(Increase)/ Decrease in Inventories (699.07) (212.99)

(Increase)/ Decrease in Sundry Debtors (612.24) (237.05)

(Increase)/ Decrease in Loans & Advances (102.85) (679.88)

Increase/ (Decrease) in Trade Payable & Other Liabilities 485.04 315.35

Increase/ (Decrease) in Other Provisions (110.50) 369.65

Cash Generated From Operations 211.79 208.91

Direct Tax Paid (33.43) (117.53)

Gratuity Paid (1.81) (1.53)

Net Cash Flow before Extraordinary Items 176.55 89.86

Prior Period Income — 1.98

Net Cash from Operating Activities 176.55 91.84

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets/ WIP (2,985.11) (2,002.16)

Sale of Fixed Assets 1.15 6.03

NET CASH FROM INVESTING ACTIVITIES (2,983.96) (1,996.13)





This is the Cash Flow statement referred to in our report of even date.



C CASH FLOW FROM FINANCING ACTIVITIES

(Repayment)/ Proceeds From Borrowings 3,368.70 2,216.68

Proceeds from Rights Issue - Subsidiary Company 110.69 —

Equity Dividend - Subsidiary Company (14.71) (37.61)

Interest Paid (646.67) (372.15)

Principal payment under Finance Lease Liabilities (0.65) (0.61)

NET CASH USED IN FINANCING ACTIVITIES 2,817.37 1,806.31

NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) 9.95 (97.98)

Increase/ (Decrease) in Cash Flow on account of Exchange Fluctuation 15.12 39.92

CASH & CASH EQUIVALENTS AS AT 01.04.2007 (OP BAL) 60.55 118.61

CASH & CASH EQUIVALENTS AS AT 31.03.2008 (CL BAL) 85.62 60.55

Notes :1 The above cash flow has been prepared under the Indirect Method as setout in the Accounting Standard - 3 on Cash Flow Statements issued by

the Institute of Chartered Accountants of India.

2 The previous years figures have been regrouped wherever necessary in order to confirm to this years presentations.




Schedules forming part of the Balance Sheet as at March 31, 2008


1 SHARE CAPITAL

AUTHORISED

27300000 Equity Shares of Rs 10/- each 273.00 273.00 (Previous year 27300000 Equity Shares of Rs 10/- each)

37700000 Preference Shares of Rs 10/- each 377.00 377.00 (Previous year 37700000 Preference Shares of Rs. 100/- each)

650.00 650.00

ISSUED, SUBSCRIBED AND PAID UP

17983000 Equity Shares of Rs 10/- each 179.83 173.00

179.83 173.00 Note: Out of the total equity shares, 9317000 (P.Y. 9317000) equity shares of Rs.10/- each of the Company were held by Kojam Fininvest Limited, (“Kojam”) the erstwhile Holding Company till 20th September 2007. The Scheme of Arrangement and Amalgamation of Kojam Fininvest Ltd. with the company (‘Scheme’) as approved by the shareholders of both the Companies, was sanctioned by respective High Courts at Bombay and Ahmedabad by Orders dated 10th August, 2007 and 27th August, 2007 respectively and the scheme became effective from 20th September, 2007.

Pursuant to the Scheme,(i) 9317000 equity shares of the Company held by Kojam stood cancelled whereby

Kojam ceased to be a holding company w.e.f. 20th September 2007, and(ii) The Company has allotted on 11th October, 2007 10000000 equity shares

of Rs.10/- each credited as fully paid up to the shareholders of Kojam in the ratio of 1 share for every 1 equity share held by them in Kojam.

Consequently, the paid up Share Capital of the Company stood increased to Rs.17,98,30,000/-.

2 RESERVES AND SURPLUS Share Premium Account As per last Balance Sheet 1,083.51 1,083.51 Reduction in Share Premium as per scheme of amalgamation (Refer Note No. 4) (8.25) — 1,075.26 1,083.51 Capital Redemption Reserve As per last Balance Sheet 490.00 490.00

General Reserve As per last Balance Sheet 50.50 50.50 Additions during the year 8.13 — 58.63 50.50 Profit and Loss Account As per annexed Profit and Loss Account (427.68) (159.93)

Revaluation Reserve 119.30 —

Exchange Reserve As per last Balance Sheet (11.85) (22.74) Add : Addition during the year (7.06) — Less : Minority Interest (22.18) 10.89 3.27 (11.85) Capital Reserve As per last Balance Sheet 26.92 26.92 Add: On Account of purchase of additional shares of subsidiary company viz. Ceylon Glass Company Limited, Sri Lanka 33.41 — 60.33 26.92 (Refer Note 1 of Part A of Schedule 20) 1,379.11 1,479.15




3 SECURED LOANS * Cash Credit (Refer Note 1) 456.54 404.04

Unquoted Debentures (Refer Note 2) — 27.93

Term Loan

Rupee Term loan from Financial Institutions (Refer Note 3) 200.00 2,145.56

Foreign Currency loan from Banks 3,702.51 1,336.38

Buyers Credit 514.82 294.33

4,873.87 4,208.24

NOTE:

1 Cash Credit facilities are secured by Hypothecation of stocks and/or pledge of current assets namely, stocks, bills receivables and book debts and all other movables, both present and future, of the Company.

2 Secured by primary mortgage over the Subsidiary Company’s land and building and Plant & Machinery located at Rathmalana, Sri Lanka.

3 The loans obtained by parent company, viz. Piramal Glass Ltd. and its subsidiary viz. Gujarat Glass International Inc., USA are secured by mortgage and pari passu charge of immovable properties of the Company situated in India, both present and future. They are further secured by hypothecation of all movables and movable machinery, machinery spares and accessories, both present and future, subject to prior charge created / to be created in favour of banks for securing the borrowing for working capital facilities. The term loan obtained by the subsidiary viz. Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International Inc., USA) from AXIS Bank, is further secured by an exclusive first charge on stock and receivables of the same subsidiary.

The loans obtained by subsidiary company, viz. Ceylon Glass Company Ltd. are secured by mortgage and first charge of the properties of the company at Rathmalana and Horana location.

* Repayable within a year Rs.1,639.59 Million (Previous year Rs.858.40 Million)

4 UNSECURED LOANS * Long Term Loan from Banks 750.00 1,000.00

Short Term Loans from Banks and Financial Institutions 4,529.83 1,575.91

Sales Tax Deferment loan (Refer Note 1) 257.27 257.27

Finance Leases 1.83 2.68 5,538.93 2,835.86

Note:1. The Sales Tax Deferment loan is repayable in five equal installments commencing from F. Y. 2011-12.* Repayable within a year Rs.5,107.29 Million, previous year Rs. 1360.62 Million.





5. FIXED ASSETS

Rs. in Million

GROSS BLOCK DEPRECIATION NET BLOCK

Description As on Additions Sale/ As on As on Additions Sale/ As on As on As on 01.04.07 Adjustment 31.03.08 01.04.07 Adjustment 31.03.08 01.04.07 31.03.08

Intangible AssetsSoftware — 53.31 — 53.31 — 5.40 — 5.40 — 47.91Tangible AssetsFreehold Land 136.18 245.58 (7.15) 374.61 — — — — 136.18 374.61 Leasehold Land 12.83 0.40 (0.96) 12.27 1.68 0.40 (0.06) 2.02 11.15 10.25 Building 1,191.39 654.69 (21.73) 1,824.35 202.58 26.94 (1.08) 228.44 988.81 1,595.91 Plant & Machinery 7,797.54 2,411.12 (487.83) 9,720.83 2,996.26 615.56 (445.52) 3,166.30 4,801.28 6,554.53 Furniture & Fixtures 147.87 72.21 (4.21) 215.87 59.97 34.51 (1.12) 93.36 87.90 122.51Office Equipments 33.88 0.08 (1.53) 32.43 21.89 1.70 (1.26) 22.33 11.99 10.10Vehicles 47.56 9.05 (3.75) 52.86 20.40 8.64 (1.37) 27.67 27.16 25.19 Total 9,367.25 3,446.44 (527.16) 12,286.53 3,302.78 693.15 (450.41) 3,545.52 6,064.47 8,741.01 Previous year 7,713.85 1,808.02 (154.62) 9,367.25 2,870.07 515.08 (82.37) 3,302.78 4,843.78 6,064.47 CWIP 475.53 300.95 TOTAL 6,540.00 9,041.96

Notes: 1. Gross Block is net of CENVAT credit availed on relevant assets. 2. Additions to Plant & Machinery includes 96.58 million (Previous year 16.38 million) on account of borrowing cost as per Accounting Standard 16 – Borrowing Costs 3. Additions to Plant & Machinery includes Rs. Nil (Previous year Rs. Nil) on account of exchange rate variance on Foreign Currency Loans. Aggregate amount

of additions on account of exchange rate variations works out to Rs.124.94 million. 4. The Land at Rathmalana location of subsidiary company, Ceylon Glass Company Ltd. has been revalued during the year by Rs. 211.33 million. Aggregate amount

of revaluation of Land & Building, Plant & Machinery, Electric power installation etc owned by Ceylon Glass Company Ltd., amounts to Rs. 272.54 million. 5. Additions and/or sales/Adjustment include foreign exchange fluctuations.


6 INVESTMENTS (Long Term, Non Trade) Investment in Shares

15108 shares (P.Y. 15108 Shares) of DFCC Bank 0.11 0.11

0.11 0.11 7 INVENTORIES (As certified by the Management)

Raw Material and Packing Material 251.05 156.26


Finished Goods 1,359.27 923.42

Stores, Spares & Moulds 498.81 340.43

Goods in Transit 47.45 25.95

Provision for Obsolete and Slow moving Stocks (48.32) (44.87)

2,127.69 1,428.62

8 SUNDRY DEBTORS

i. Over six months

Unsecured – Considered good 271.69 99.71

– Considered doubtful 52.33 50.54

324.02 150.25 ii. Others Unsecured – Considered good 1,746.34 1,306.08 Unsecured – Considered doubtful — 0.14 1,746.34 1,306.22 Less: Provision for Bad Debts (52.33) (50.68) 2,018.03 1,405.79




9 CASH AND BANK BALANCES

i. Cash and cheques on hand 1.89 1.67

ii. Balance with Scheduled Banks

– Current Account 81.65 56.68

– Others 2.08 2.20

85.62 60.55

10 LOANS AND ADVANCES (Unsecured and Considered Good)

Advances recoverable in cash or in kind or for value to be received 769.02 687.30

Advance Tax (Net of Provisions) 89.84 81.42

Claims receivable 4.92 0.08

Prepaid Expenses 35.02 56.53

Balance with Excise Authorities 163.63 106.73

Other Advances 140.84 155.86

Loans to Company Officers 5.97 10.05

1,209.24 1,097.97

11 CURRENT LIABILITIES

Sundry Creditors for Capital Goods, Materials and Expenses 987.64 647.44

Interest accrued but not due 50.65 25.84

Other liabilities 209.62 65.08

Equity dividend payable 3.92 3.62

1,251.83 741.98

12 PROVISIONS

Provision for Employees retirement benefits 64.81 151.26

Provision for Other Liabilities 388.87 409.56


Tax on Proposed Dividend 4.58 —

Provision for Tax 95.72 75.52

580.95 636.34





Schedules annexed to and forming part of the Profit & Loss Account for the Year Ended March 31, 2008 Year ended Year ended March 31, 2008 March 31, 2007 Rs. in Million Rs. in Million

13 OTHER INCOME Income from Windmill 7.41 8.36 Claims & Refunds 3.12 24.12 Scrap Sales 32.32 25.44 Export Incentive 30.74 28.72 Miscellaneous Income 25.37 15.18 Mould Recovery 23.76 17.31 Sales Tax Remission 20.86 27.56 Excess Gas Charges Refund 45.27 47.95 Exchange Fluctuation Gain 33.78 1.47 222.63 196.1114 MATERIALS Raw Materials Opening stock 146.72 122.60 Add: Purchases 1,317.38 1077.11 1,464.10 1,199.71 Less: Closing stock (236.06) (146.72) Raw Materials Consumed 1,228.04 1,052.99 Packing Materials Consumed 354.74 294.19 Purchase of finished bottles 145.44 174.68

1,728.22 1,521.8615 STAFF COST Salaries, Wages and Bonus 2,045.70 2,003.35 Contribution to Provident and Other funds 21.18 36.36 Staff Welfare 36.33 23.25 2,103.21 2,062.9616 OTHER EXPENSES Power & Fuel 1,427.95 1,155.42 Stores, Spares, Lubricants and Moulds consumed 445.66 476.33 Repairs to: – Building 6.59 7.46 – Plant & Machinery 66.23 58.55 – Others 17.24 17.42 Rent, Rates & Taxes 101.54 117.85 Wind farm rent & maintenance 1.58 2.04 Bank Charges 16.40 18.90 Insurance 40.94 43.30 Communication 32.45 28.07 Donation 0.66 0.79 Traveling 53.24 63.28 Foreign Travelling – Directors 6.98 6.17 Foreign Travelling – Employees & Others 22.97 17.00 Foreign Technical Fees 26.89 24.99 Legal & Professional Fees 37.53 39.02 Audit Fees 5.03 4.64 Freight Outward 660.76 553.88 Commission on Sales 27.89 20.43 Sitting fees 0.17 6.26 Bad debts written off (net) — 2.88 Loss on Sale of Assets 6.20 0.47 Decoration 132.88 111.05 Deferred revenue — 9.90 Exchange Fluctuation Loss 1.38 1.47 Provision for Bad & Doubtful Debts 4.94 15.00 Miscellaneous 259.50 237.77 3,403.60 3,040.34




17 INCREASE/(DECREASE) IN FINISHED GOODS AND WORK-IN-PROGRESS

Opening Stock 911.90 857.24

Closing Stock 1,378.14 911.90

Provision for non moving / obsolete inventories — 90.53

(Increase)/Decrease in WIP/Finished Goods (466.24) (145.19)

18 INTEREST

Interest on Fixed Loans and Debentures 506.67 345.05

Interest on Others 164.81 2.50

671.48 347.55

19 EXTRAORDINARY ITEMS

Provision for Bad and Doubtful Debts — 8.32

Loss on sale of Assets — 10.93

Provision for non-moving and obsolete inventories — 90.52

— 109.77


20. NOTES TO CONSOLIDATED ACCOUNTS

PART - A SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting: The financial statements are prepared under the historical cost convention and comply with the applicable Accounting Standards in the country of incorporation except for:i. the revaluation of certain property, plant & machinery of Ceylon Glass Company Limited, and

ii. assets and liabilities acquired by Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International Inc., USA), accounted at its estimated fair value.

Principles of Consolidation:1. The Consolidated Financial Statements comprises the financial statements of Piramal Glass Ltd. (the Company) and its Subsidiaries (collectively

known as the ‘Group’). The consolidated financial statements have been prepared on the following basis in line with Accounting Standard - 21 Consolidated Financial Statements issued by ICAI.a. The financial statement have been combined on a line by line basis by adding together book values of like items of assets, liabilities, income

and expenses after fully eliminating intra-group balances and transactions and unrealized profit/losses resulting from intra group transactions related to transfer of assets/liabilities.

b. The difference between the costs of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognized in the financial statements as Goodwill or Capital Reserve as the case may be.

c. Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to the shareholders of the Company.

d. Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in consolidated balance sheet separate from liabilities and the equity of the Company’s shareholders.

2. While preparing Consolidated Financial Statements, the foreign exchange adjustments have been carried out on following basis, as per Accounting Standard 11 – Accounting for effects of changes in Foreign Exchange Rates.a. The summarized revenue and expense transaction at the year-end reflected in profit and loss account of the foreign subsidiaries, which are

stated in the currency of their domicile, are translated into Indian Rupees at an average of Average Monthly Exchange Rate.b. All monetary and non-monetary items reflected in the balance sheet of the foreign subsidiaries which are stated in the currency of their

domicile, are translated into Indian Rupees at the year-end closing exchange rate except for fixed assets and share capital in case of integral foreign subsidiaries, which are converted at the exchange rate prevailing on acquisition / transaction date.

c. The resultant translation exchange gain/loss in case of Non-integral foreign operations is disclosed as Foreign Exchange Translation Reserve in Reserves & Surplus schedule to the accounts. In case of integral foreign operations as the translation exchange gain / loss is recognized in the Consolidated Profit & loss account.




Other Significant Accounting Policies1. These are set out under “Significant Accounting Policies” as given in the unconsolidated financial statements of Piramal Glass Limited and its subsidiaries.

PART – B NOTES FORMING PART OF ACCOUNTS:1. The subsidiary companies considered in the consolidated financial statements are:

Name of CompanyCountry of

Incorporation% of Voting Power held as at 31st March’2008

Ceylon Glass Company Limited Sri Lanka 56.45%

GG USA INC. USA 100.00%

Piramal Glass–USA, Inc. (formerly known as Gujarat Glass International Inc., USA)

USA 100.00%

GGI Flat river LLC. (Wholly owned subsidiary of Piramal Glass–USA, Inc.) USA 100.00%

GGI Williamstown LLC. (Wholly owned subsidiary of Piramal Glass–USA, Inc.) USA 100.00%

Piramal Glass (UK) Ltd. UK 100.00%

2. The Company has ceased to be a Private limited Company and has become a Public limited company effective from 6th March 2007. Further with the requisite approval the name of the Company has been changed from Gujarat Glass Limited to Piramal Glass Limited w.e.f. 2nd April, 2008.

3. Contingent Liability in respect of:

As at March 31, 2008 (Rs. in Million)

As at March 31, 2007 (Rs. in Million)

Estimated amount of contracts remaining to be executed on Capital accounta) 109.12 34.91

Disputed Liabilityb)

Central Excise authorities – 4.96 5.25

Sales Tax Authorities – 19.64 72.11

Income Tax Authorities –

Where the Company is in appeal 263.29 —

Where the Department is in appeal 710.40 —

Counter Guarantees issued to Banks & othersb) 207.13 15.98

Counter Guarantee of US $ 2 Million to Insurance Company for Insurance c) coverage to Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International Inc., USA), the wholly owned subsidiary of the Company.

80.24 86.88

The Company has provided Corporate Guarantees and has given pari passu d) charge on the entire fixed assets (movable & immoveable) both present & future (except assets having exclusive charge) of the Company situated at Jambusar & Kosamba, to EXIM Bank of India for Term Loan of US $ 30 million & UTI Bank, Singapore for Credit facility of US $ 20 million (by way of Term Loan of US $ 18 million and a letter of Credit facility of US $ 2 million) granted to the wholly owned subsidiary in USA viz. Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International Inc., USA)

2,006.00 1,737.30

4. The Scheme of Arrangement and Amalgamation of Kojam Fininvest Ltd, (‘Kojam’) with the Company (‘Scheme’) as approved by the shareholders of the both the Companies, was sanctioned by respective High Courts at Bombay and Ahmedabad by Orders dated 10th August,2007 and 27th August,2007 respectively and became effective from 20th September, 2007.

Pursuant to the Scheme 9317000 equity shares of the Company held by Kojam stood cancelled and the Company has allotted on 11th October, 2007 10000000 equity shares of Rs. 10/- each credited as fully paid up to the shareholders of Kojam in the ratio of 1 share for every 1 equity share held by them in Kojam. Consequently, the Companies Share Capital stood increased to Rs.17,98,30,000/-.

The details of Assets acquired and Liabilities assumed are accounted by Polling of Asset method and as per the scheme, the resultant deficit/ excess is adjusted in Share Premium account.

PARTICULARS Rs. in Million

Assets Investments 96.91

Goodwill 0.30

Other Current Assets 0.85

Liabilities Other Liabilities 2.27




5. Debtors, Loans and advances includes: Rs. 852.62 Million (previous year Rs. 641.35 Million) are due from companies, where Directors of the Company are interested as Director.

6. The operations of the Company and its Subsidiaries viz Ceylon Glass Company Ltd., Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International Inc., USA), and Piramal Glass (UK) Ltd, relates only to business of manufacturing of containers glass packaging and the other subsidiary viz., GG USA INC. is formed for marketing of container glass packaging. Accordingly primary segment reporting disclosures for business segments, as envisaged in Accounting Standard 17 on ‘Segment Reporting’ (AS 17) issued by the The Institute of Chartered Accountants of India, is not applicable.

The operations relating to secondary segment reporting has been confined to within India operations & outside India operations. Secondary segment reporting:

(Rs. in Million)

Details Within India Outside India Inter – Segment Total

March 2008

March 2007

March 2008

March 2007

March 2008

March 2007

March 2008

March 2007

Revenues 4,916.22 4,037.46 3,544.14 3,477.42 (451.54) (311.21) 8,008.82 7,203.67

Carrying amount of Segment Assets 11,745.99 8,891.95 4,463.09 2,835.96 (1,452.46) (1,030.21) 14,756.62 10,697.70

Additional to Fixed and Intangible Assets

1,902.01 1,586.02 1,544.43 222.00 — — 3,446.44 1,808.02

During the year under consideration, the Company’s wholly owned subsidiary namely Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International Inc., USA) have incurred losses amounting to Rs. 317.41 million (P.Y Rs. 735.04 million).

However, considering the present global opportunities and looking at the emerging market scenario in the field of cosmetic and perfumery markets, the management is hopeful to turn-around the present situation and in its opinion does not require any provision in the accounts of the Company

7. As required by Accounting Standard – AS 18 “Related Parties Disclosure” issued by The Institute of Chartered Accountants of India are as follows:

A. List of Related Parties with whom transactions have taken place during the period:

Year ended 31.03.08 Year ended 31.03.07

Holding Companya) Holding Companya)

Kojam Fininvest Limited (up to 20th Sept. 2007.) – Kojam Fininvest Limited –

Subsidiary Companiesb) Subsidiary Companiesb)

Ceylon Glass Co. Ltd., Sri Lanka – Ceylon Glass Co. Ltd., Sri Lanka –

GG USA Inc., USA – GG USA Inc., USA –

Piramal Glass U.K. Ltd. – Piramal Glass U.K. Ltd. –

Piramal Glass – USA, Inc. (formerly known as Gujarat –Glass International Inc., USA)

Piramal Glass – USA, Inc. (formerly known as Gujarat –Glass International Inc., USA)

GGI Flat River LLC. – GGI Flat River LLC. –

GGI Williamstown LLC – GGI Williamstown LLC –

Associated Companiesc) Associated Companiesc)

Nicholas Piramal India Ltd. – Nicholas Piramal India Ltd. –

Piramal Enterprises Ltd. – Piramal Enterprises Ltd. –

NPIL Pharma Inc. – NPIL Pharma Inc. –

Alpex International Ltd. –

Key Management Personneld) Key Management Personneld)

Mr. Ajay Piramal – Mr. Ajay Piramal –

Dr. (Mrs.) Swati Piramal – Dr. (Mrs.) Swati Piramal –

Mr. Vijay Shah – Mr. Vijay Shah –

Mr. Niraj Tipre – Mr. Niraj Tipre –

Mr. Sanjay Tiwari – Mr. Sanjay Tiwari –

Mr. Shridhar Rajgopal –




b. Summary of the transactions with related parties is as follows :

ParticularsHolding Company Associates

Key Management Personnel

Total

Year ended 31-03-08

Year ended 31-03-07

Year ended 31-03-08

Year ended 31-03-07

Year ended 31-03-08

Year ended 31-03-07

Year ended 31-03-08

Year ended 31-03-07

Purchase of goods / service

— — 17.58 — — — 17.58 —

Sale of goods — — 231.51 216.20 — — 231.51 216.20

Reimbursement of exp Recd.

— 0.45 0.12 0.68 — — 0.12 1.13

Reimbursement of exp. Paid

— — 4.21 35.18 — — 4.21 35.18

Loan — — — — — — — —

Remuneration — — — — 13.82 13.74 13.82 13.74

Corporate Service Charges

— — 42.63 41.71 — — 42.63 41.71

System Service charges — — — — — — — —

Outstanding payable — — — — — — — —

Outstanding receivable — — 29.32 24.22 — — 29.32 24.22

Note : The above information has been determined to the extent such parties have been identified on the basis of information provided by the Company and approved by the Board of Directors of the Company.

8. a. In respect of operating leasing arrangement for office premises and motor vehicles, the aggregate lease rentals payable on these leasing arrangements are charged as rent under “other expenses” in schedule – 16.

These leasing arrangements are for a period not exceeding five years and are in most cases renewable by mutual consent on mutually agreeable terms. The minimum lease rentals outstanding in respect of these assets are as follows:

(Rs. in Million)

As at 31st March 2008 As at 31st March 2007

Total minimum lease payments 11.74 14.95

Lease rentals payable within 1 year 4.48 7.73

Lease rentals payable between 1-5 years 7.26 7.22

b. In respect of plant and machinery and land taken on finance lease, the same have been accounted at fair market value and proper depreciation for the year under review has been provided. The minimum lease rentals outstanding in respect of these assets are as follows :

(Rs. in Million)

As at 31st March 2008 As at 31st March 2007

Total minimum lease payments 2.45 2.88

Lease rentals payable within 1 year 0.41 0.72

Lease rentals payable between 1-5 years 2.04 2.16

9. As required by Accounting Standard 20 issued by the Institute of Chartered Accountants of India, the reporting in respect of Earning Per Share (EPS) is as follows:

2007–08 2006–07

Profit available to equity shareholders (before exceptional items) Rs. in Million (228.31) (279.20)

Exceptional Items Rs. in Million — 109.77

Profit available to equity shareholders (after exceptional items) Rs. in Million (228.31) (388.97)

Weighted average no. of equity share for basic EPS Nos. 17983000 17300000

Nominal value of equity shares Rs. 10 10

Earning Per Share (Basic/Diluted) Rs. (12.70) (22.48)

Earning Per Share before Exceptional Items (Net of Tax) Rs. (12.70) (16.11)




10. The deferred tax assets & liabilities comprise of tax effect of following timing differences:(Rs. in Million)

Particulars As at 31st March 2008 As at 31st March 2007

Assets Liabilities Assets Liabilities

Depreciation 114.96 554.45 50.53 418.47

Provision for Gratuity & Leave Encashment 5.72 9.67

Disallowance U/s 43B 4.84 2.52

Provision for Doubtful Debts 25.81 14.40

Provision for non-moving inventory 13.25 8.57

MAT Credit u/s 115JB 109.39 80.21

Total 273.97 554.45 165.91 418.47

11. Depreciation on fixed assets


Depreciation is provided on straight-line method at the rate specified in schedule XIV of the Companies Act, 1956. Depreciation on additions and deletions during the year are depreciated on pro-rata basis to the month of additions/deletions.

Ceylon Glass Company Limited

Depreciation is calculated by using straight line method /diminishing balance method on the cost or valuation of all property, plant and equipment other than freehold land in order to write off such amounts over the estimated useful lives. Depreciation is not provided in both the year of purchase and in the year of disposal of asset.

GG USA Inc.

Depreciation is provided over the estimated useful life of the assets using straight-line method.

Piramal Glass – USA, Inc. (formerly known as Gujarat Glass International Inc., USA)

Depreciation is provided over the estimated useful life of the assets using the straight-line method.

Piramal Glass (UK) Limited

Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows.

12. Figures for the previous year have been regrouped and rearranged wherever necessary so as to make them comparable with the current year figures.

For and on behalf of the Board



cosmetic & perfumery division - piramal glass · 2018-03-22 · management discussion &...

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