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Directors Report of Gillanders Arbuthnot & Company Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

Dear Members,

The Directors have pleasure in presenting the Annual Report on the affairs of the Company together with the Audited Financial Statements for the financial year ended on 31st March, 2016.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended on 31st March, 2016, is summarized below : (Rs. in lakhs)

Standalone

Consolidated

Particulars

2015-16

2014-15

2015-16

2014-15

Profit Before Depreciation, Interest, Unrealized Foreign Exchange Loss and Tax

4,425.69

5,416.23

4,670.31

5,359.34

Interest / Finance Charges

4,650.28

4,067.05

5,132.94

4,207.80

Profit/(Loss) Before Depreciation and Tax

(224.59)

1,349.18

(462.63)

1,151.54

Depreciation / Amortization

1,864.92

2,063.02

1,889.70

2,101.29

Unrealized Foreign Exchange Loss

-

-

2,851.42

271.46

Loss Before Tax

2,089.51

713.84

5,203.75

1,221.21

Taxation Charges:

Current Tax

80.00

110.00

154.37

145.20

Deferred Tax Charges/(Written Back)

-

(504.20)

79.93

(480.20)

Loss After Tax from continuing operations

2,169.51

319.64

5,438.05

886.21

Loss from discontinuing operations

97.41

1.46

97.41

1.46

Loss for the year

2,266.92

321.10

5,535.46

887.67

Surplus in Statement of Profit and Loss brought forward

5,439.05

5,991.03

4,872.48

5,991.03

Depreciation adjustment as per revised calculations

(net of deferred tax) pursuant to Schedule II of the Companies Act, 2013

-

(230.88)

-

(230.88)

Surplus carried to Balance Sheet

3,172.13

5,439.05

(662.98)

4,872.48

Earnings per Ordinary Share (Rs.) - Basic

(10.70)

(1.58)

(26.01)

(4.23)

Earnings per Ordinary Share (Rs.) - Diluted

(10.70)

(1.58)

(26.01)

(4.23)

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

For the financial year ended on 31st March, 2016, your Company reported a loss of Rs. 2,266.92 lakhs against a loss of Rs. 321.10 lakhs during the previous year. Total Income from Operations has decreased to Rs. 79,971.26 lakhs during the year under review from Rs. 86,366.26 lakhs in the previous year. Operational matters have been discussed under ''Management Discussion and Analysis,'' detailed in appropriate part of this Report.

DIVIDEND

In view of the loss incurred by the Company for the financial year ended on 31st March, 2016, your Directors have not recommended any dividend for the said financial year.

ACQUISITION OF A COMPANY

During the year under review, your Company has acquired 49,995 fully paid up Equity shares of Rs.10/- each (99.99% equity stake) of Barfani Builder Limited at a total consideration of Rs. 4,99,950/- primarily to facilitate reconstruction of the Company by transfer of Chemical (Waldies) Division of the Company to Barfani Builder Limited.

SCHEME OF ARRANGEMENT

A Scheme of Arrangement between the Company and one of its Subsidiaries i.e. Barfani Builder Limited and their respective Shareholders for reconstruction by transfer of Chemical (Waldies) Division of Gillanders Arbuthnot and Company Limited to Barfani Builder Limited has been filed with the Hon''ble High Court, Calcutta, for their consideration and sanction. The proposed Scheme of Arrangement would be beneficial for the Company and its Shareholders.

ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND INCREASE IN SHARE CAPITAL

During the year under review, the Authorized Share Capital of your Company was increased from Rs. 44,00,00,000/- (Rupees Forty four crores only) divided into 4,20,00,000 (Four crores twenty lakhs only) Ordinary Shares of Rs. 10/- each and 2,00,000 (Two lakhs only) Preference Shares of Rs. 100/- each to Rs. 74,00,00,000/- (Rupees Seventy four crores only) divided into 4,20,00,000 (Four crores twenty lakhs only) Ordinary Shares of Rs. 10/- each and 32,00,000 (Thirty two lakhs only) Preference Shares of Rs. 100/- each. Accordingly, the Memorandum of Association and Articles of Association were altered to give effect to the said changes.

The Board of Directors at their Meeting held on 19th November, 2016, have issued and allotted on private placement basis, 6,50,000 numbers of 7.75% Cumulative Redeemable Preference Shares of Rs. 100/- each to Kothari Investment & Industries Pvt. Ltd. and 5,60,000 numbers of 7.75% Cumulative Redeemable Preference Shares of Rs. 100/- each to Kothari & Company Pvt. Ltd., being the Promoter Group Companies, at par, aggregating to Rs. 12,10,00,000/-.

MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as stipulated under Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'') is presented in a separate section forming part of the Annual Report. The industry structure, development, performance, opportunities, threats, outlook, risk and concerns, internal control systems and its adequacy, financial performance with respect to operational performance and material developments in human resource and industrial relations have been discussed in the paragraphs to follow.

Tea Division

Global Tea Production (excluding China) during the calendar year 2015 was lower as compared to the previous year mainly due to crop loss in India, Kenya and Sri Lanka. All India Tea Production was 1,191 million Kgs. in 2015 against 1,184 million Kgs. in 2014. However, the Division reported a production of 10.10 million Kgs., which is marginally higher than the production of 9.60 million Kgs. in the previous year.

Average Tea Prices at auction centers in North India witnessed a decrease of Rs. 2/- Per Kg. compared to previous year, primarily due to decrease in price of non-quality Teas. However, quality tea fetched higher prices compared to previous year.

The Directors are pleased to inform you that export by the Division, during the year under review has improved significantly when compared with previous year. The Division had penetrated into newer potential markets and has also strengthened its presence in the existing market. However, during the current year, export from India is facing stiff competition from African Tea producing Countries due to their low prices and higher production.

During the year under review, the performance of the Packet Tea segment was marginally down and the Division is hopeful for improved performance in the coming year.

Your Division''s all Eight Factories are certified under ISO 2000:2005 and also enjoys Trust Tea Certification.

During the current year, global production till September has been higher as compared to the previous year. There is an increase in wages and input cost which will put pressure on the margin of the Division. However, the Directors expect with the improved yield and quality, the Division shall perform better during the current year.

Engineering (MICCO) Division

This Division is mainly involved in the EPC project in the Steel Sector. During the year under review, Steel Sector continued to be adversely affected due to global economic slowdown, thus resulting in delay in the expansion/ modernization in the Indian Steel Industry. In addition, expansion and revamp program by Steel Industry did not meet the planned completion schedule due to which further investment in sectors slowed down. Financial stress in the Steel Industry due to fall in returns from the huge investment made by the Steel Sector along with poor Infrastructure growth in the Country has also made them skeptical for further investment.

However, during the year under review, amongst others, prestigious order of Coke oven power distribution system (2x220 KVA transformer) at RINL, Vishakhapatnam was bagged by the Division along with consortium partner Danieli India Limited. The entry into power distribution system is a new area of diversification achieved by the Division. New orders have also been received from Tata like Sinter plant 1 and 2 and G Blast Furnace modification of deducting duct. Your Division has achieved a unique fit of commissioning of revamping of Blast Furnace No.1 at JSW Bellary plant, the said commissioned plant is producing more than rated capacity. Your Division has also commissioned Sinter Machine No. 1 in SAIL Bokaro plant in January, 2016. Presently, the Division is undergoing shutdown activities for the capital repair of BF2 Water System at RINL plant, Vishakhapatnam which is scheduled to be completed by November, 2016.

In May 2016, the operations of the Fabrication Factory of your Division located at Sodepur, West Bengal was discontinued as the fabrication jobs can be easily carried out at client''s sites at a much cheaper cost.

This Division is facing stiff competition due to recession and cut throat pricing policy from customer''s end but with our experience and expertise especially in the field of gasholder and blast furnace technology, your Directors are confident of winning new orders.

Textile Division

During the year under review, the production of this Division was reported at 18,642 M.T. The overall performance of the Division was adversely affected due to unfavourable market conditions resulting primarily from weak demand of yarn, both in export and domestic market, and high fluctuations in prices of raw materials.

The change in the cotton policy by Chinese Government (effective from 1st April, 2014) continued to put tremendous pressure on the raw cotton prices in the International Market, which resulted in substantial decline in exports of cotton yarn in the first half of the year. Decline in exports, has resulted in steep increase in inventory of cotton yarn, which continued to push down the prices of yarn to unrealistic levels. On the contrary, the prices of cotton in the first half of the year did not correct in India because of lower physical inventory in the country. The prices of the synthetic fiber also witnessed a steep fall since December, 2015 due to sharp fall in the prices of crude oil. The interplay of these two factors had a combined effect of heavy operational and inventory losses to the Spinning Industry.

On arrival of new cotton from October, 2015, the prices of cotton in India declined very sharply, which for sometime even went below the minimum support price. The procurement of big volume of cotton by Cotton Corporation of India coupled with big volume of exports resulted in physical shortage of cotton particularly after June, 2016, which once again pushed the prices of cotton. The prices of other synthetic fiber have also increased in line with the crude oil prices. However, the spinning mills have not been able to pass on the increase in raw material prices, due to poor demand, both in domestic and international markets. The cotton crop in the cotton year i.e. October, 2015 to September, 2016 was estimated to be 338 lakhs bales. The cotton crop in the cotton year 2016-2017 is estimated to be 350 lakhs bales.

In order to overcome the steep fluctuations in the prices of raw material, which is expected to continue, the Division has started manufacturing value added dyed yarns, which will insulate the Division to an extent from uncertainties. The Directors expect that the performance of this Division in the coming year to be stable.

Chemical (Waldies) Division

This Division is engaged in the manufacture of Lead Oxides and PVC Stabilizers used in the manufacture of Battery, Paints and other products.

During the year under review, production was reported at 3,092 M.T. as against production of 3,587 M.T. in the previous year. The total revenue earned during the year was Rs. 4, 964 lakhs as against Rs.6, 442 lakhs in the previous year.

This Division has ISO-9001 Certification in Quality Management System and provides total customer satisfaction in terms of quality & service. It also enjoys ISO-14001 certification for its Environment Management System & OHSAS-18001 certification for its Occupational Health & Safety Management System.

Inspite of competition from unorganized sector, continuous efforts are being made for bringing in improvement in the operation of this Division. Your Directors expect improvement in performance during the current year.

Subsequent to the sanction of the Scheme of Arrangement by the Hon''ble High Court, Calcutta this Division would be transferred to Barfani Builder Limited, the Indian Subsidiary of your Company.

Property Division

This Division has reported revenue of Rs. 778.94 lakhs, which is marginally higher than the reported revenue of Rs. 711.99 lakhs, in the previous year. The increase in revenue was due to renewal of tenancy at increased rates for few existing tenants and addition of new tenants. Comprehensive fire safety policy is rigorously implemented with installation of fire safety equipments and conducting of fire safety drills at regular intervals.

The property market has not shown any significant sign of recovery due to recessionary economic condition. It has also been observed that huge property banks with all modern amenities are lying ideal and this Division will face severe competition in the coming years. However, your Division''s property being centrally located and with recent repairs and renovation, your Directors are hopeful that the Division will do reasonably well by filling up vacant areas. The Directors expect that the performance of this Division in the coming year to be stable.

Closure of Trading Division

Your Directors wish to inform you that during the year under review, the Trading Division of your Company was closed with effect from close of business hours on 31st March, 2016, since it was not viable and economical to maintain and operate.

Internal financial control systems and their adequacy

Your Company has adequate Internal Financial Control Systems in all areas of operation. Your Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its businesses, including adherence to the Company''s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. Internal Audits are conducted by Independent firms of Chartered Accountants and the reports are discussed with the operational heads by the CFO and Managing Director & CEO of the Company, and thereafter, placed before the Meetings of the Audit Committee of the Board of Directors. Representatives of the Statutory Auditors and the Internal Auditors are also invited at the Meetings of the Audit Committee. Corrective measures suggested at the Audit Committee are duly implemented.

The Audit Committee of the Board also reviews the adequacy of Internal Financial Control Systems at regular intervals.

Human Resources and Industrial Relations

The Company has laid down the processes for attracting, retaining and recognizing talent as it acknowledges the importance of good Human Resource. Company has cordial relations with employees and there is mutual respect and admiration for each other. The Directors wish to record their appreciation for the co-operation received from all employees. Industrial relation was generally good.

Caution Statement

Management Discussion and Analysis Report contains forward-looking statements, which are based on certain assumptions and expectations of future events. The Company''s actual results and performance may differ from those projected due to unforeseen circumstances viz., political, economic, etc., over which the Company does not have any control. The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, information or events. Readers are advised to apply their own diligence and independent judgment.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements for the financial year ended on 31st March, 2016, prepared as per the provisions of the Companies Act, 2013 (hereinafter referred to as ''the Act''), Rules framed therein and the applicable Accounting Standards are provided in the Annual Report.

SUBSIDIARY / ASSOCIATE COMPANIES

During the year under review, Barfani Builder Limited, direct Indian Subsidiary, reported a profit of Rs. 16,507/- against a loss of Rs. 104/-, during the previous year. No operational activities have been undertaken by the said Subsidiary during the year under review.

Gillanders Holdings (Mauritius) Limited, the Direct Foreign Subsidiary, reported a profit of USD 28,009 against a loss of USD 10,630 during the previous year. No significant operational activities have been undertaken by the said Subsidiary during the year under review.

For the financial year ended on 31st March, 2016, Group Developments Limited, Malawi (GDL), Indirect Foreign Subsidiary, has reported a profit of MK 1,475.2 million against a reported loss of MK 369.4 million for the 7 months period ended on 31st March, 2015.

GDL has three wholly owned Subsidiaries viz., Naming''omba Tea Estates Limited, Maifisi Tea Estates Limited and Group Holdings Limited. GDL and its wholly owned Subsidiaries are engaged in growing and processing of Tea, Macadamia and other crops.

Inspite of severe drought in Malawi, Tea production for the year under review was 1.60 million kgs. compared to last year''s production of 1.36 million kgs. The Tea price realization during the period was also higher than the previous year.

During the year, Macadamia (N I H) production was 1.39 million kgs. against last year''s production of 1.68 million kgs. The fall in production was due to bad weather conditions.

During the period under review, the Macadamia Factory, which was partly damaged due to fire, resulting in disruption of production, was renovated. The fully renovated factory was commissioned and was made operational from April, 2016.

The dry spell during the planting period affected the mortality rate of both flue cured tobacco and burley. Production for the year under review was lower than the previous year.

During the year under review, your Company did not have associate / joint venture. A separate section on the performance and financial position of the Subsidiaries in Form AOC-1 is part of the Annual Report and is annexed to the Report.

FIXED DEPOSITS

The Company is eligible to invite, accept or renew deposits under the provisions of the Act and the Rules framed therein.

As on 31st March, 2016 an amount of Rs. 3,954.98 lakhs was outstanding as fixed deposits received from the public and Shareholders of your Company. Matured fixed deposit amounting to Rs. 11.28 lakhs remained unclaimed and outstanding as on 31st March, 2016, out of which 4 numbers of deposits amounting to Rs. 10.44 lakhs have been claimed and refunded, till date.

DIRECTORS

Smt. P. D. Kothari (DIN 00051860) will retire in the ensuing Annual General Meeting, and being eligible, offers herself, for reappointment. The Board of Directors recommends the same.

The Company has received declarations from Dr. H. P. Kanoria (DIN 00286685), Mr. H. M. Parekh (DIN 00026530) and Mr. N. Pachisia (DIN 00233768), Independent Directors of the Company, that they meet the criteria of Independence as prescribed both under the Act and the SEBI Listing Regulations, 2015.

The details of programmes for familiarization / training of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters can accessed on the website of the Company at the link:http://www.gillandersarbuthnot.com/pdf/policy/ Familiarization%20Programme%20for%20Independent%20Dir ector.pdf

Smt. Sucharita Basu De (DIN 06921540) has resigned from the Board of Directors of the Company during the financial year ended on 31st March, 2016, due to pre occupations and prior commitments. The Board wishes to place on record its deep sense of appreciation and gratitude for the valuable contribution, guidance and advice received from her.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended on 31st March, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) such accounting policies have been selected and applied 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, 2016 and of the loss of the Company for the year ended on that date;

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

d) the annual accounts has been prepared on a ''going concern'' basis;

e) internal financial controls has been laid down so that the same can be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance confirming compliance with the conditions stipulated under the SEBI Listing Regulations, which forms part of the Annual Report, is attached to this Report. Certificate on Corporate Governance, as stipulated in the said Regulations, issued by CS Deepak Kumar Khaitan, Practicing Company Secretary (FCS No.5615), is also attached to this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, Form AOC - 2 is not applicable to the Company.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on related party transactions as approved by the Board may be accessed on the Company''s website at the link : http://www.gillandersarbuthnot.com/pdf/policy/Related%20Pa rty%20Transaction%20Policy.pdf

Your Directors draw attention of the Members to Note No. 38 to the standalone financial statements which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that growth, success and progress of a Company are not reflected only by its Balance Sheet but also by its ability to make a positive difference in the lives of people and tries to address the needs of people by taking sustainable initiatives in the areas of health, education, environment conservation, infrastructure and community development etc.

The Company does not limit itself in using resources only for earnings but also engage in activities which enrich and enhance the lives of everyone around us. Company''s Corporate Social Responsibility (CSR) initiatives are continuous commitment to contribute to economic development and to improve the quality of life of humankind. Business decisions are based not only on financial factors, but also on social and environmental impact of such decisions.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link:http://www.gillandersarbuthnot.com/pdf/policy/Corporate %20Social%20Responsibility%20Policy.pdf

The Company undertakes need based initiatives in compliance with Schedule VII of the Act.

During the year under review, in compliance with Section 135 of the Act, an amount of Rs. 17.26 lakhs had to be spent by the Company on CSR activities. However, inspite of best efforts, your Company could spend only Rs. 2.61 lakhs, as no projects / programs could be taken up through the ''Kothari Group CSR Trust'' due to procedural issues related to the said Trust. The balance amount of Rs. 14.65 lakhs has been carried forward to the next year. The Annual Report on CSR activities is annexed herewith and marked as Annexure I.

RISK MANAGEMENT

The Company has laid down a procedure to inform the Board Members, on a periodic basis, about the identified risks and the steps taken to mitigate and minimize the same. The Company has already identified and assessed major elements of risks, which may adversely affect the various Divisions of the Company. The Executive Management reviews the identified risks, including assessment of the said risks and procedures, which are being implemented for the monitoring, mitigating and minimization of the said risks. ''Risk Champions ''have been formally nominated at the operating businesses, whose role is to educate about the identified risks and to develop risk management culture within the businesses.

AUDITORS

At the 81st Annual General Meeting of the Company, held on 3rd September, 2015, Messrs. Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E) has been re-appointed as the Statutory Auditor of the Company for a term of 5 (Five) consecutive years up to the conclusion of the 86th Annual General Meeting of the Company to be held in the calendar year 2020.

At the 80th Annual General Meeting of the Company, held on 14th August, 2014, Messrs. Dutta Ghosh & Associates, Chartered Accountants, (Firm Registration No. 309088E) and Messrs. Kothari & Company, Chartered Accountants, (Firm Registration No. 301178E), had been re-appointed as Branch Auditors of the GIS Cotton Mill (unit of Textile Division) and the Engineering (MICCO) Division of the Company for a term of 4 (Four) and 3 (Three) consecutive years respectively.

However, their re-appointments are subject to ratifications at the ensuing 82nd Annual General Meeting of the Company scheduled to be held on 28th December, 2016.

AUDITORS'' REPORT

Auditors'' Report to the Members of the Company does not contain any qualification or adverse remark. Financial Statements and the notes thereon are self-explanatory and need no further explanation.

COST AUDITORS

On the recommendation of the Audit Committee, and in compliance with the provision of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, your Board had appointed the following Cost Auditors to conduct the audit of the cost records of the Company, as detailed below:

S.N.

Division

Cost Auditors for the financial year ended on 31st March, 2016

Cost Auditors for the financial year ending on 31st March, 2017

1

Tea

M/s. Rammani Sarkar & Co.

M/s. B. Ray & Associates

2

Textile-North India Spinning Mill Unit

M/s. D. Sabyasachi & Co.

M/s. Rammani Sarkar & Co.

Textile- GIS Cotton Mill Unit

M/s. D. Sabyasachi & Co.

M/s. Rammani Sarkar & Co.

3

Engineering (MICCO)

M/s. B. Ray & Associates

M/s. D. Sabyasachi & Co.

4

Chemical (Waldies)

M/s. B. Ray & Associates

M/s. D. Sabyasachi & Co.

In accordance with the provision of Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, appropriate Resolution seeking your ratification of the Remuneration of the said Cost Auditors appointed for the year ending on 31st March, 2017, is appearing in the Notice convening the 82nd Annual General Meeting of the Company.

SECRETARIAL AUDIT

The Board had appointed CS. K. C. Dhanuka, Practicing Company Secretary (FCS No. 2204), to conduct Secretarial Audit for the financial year ended on 31st March, 2016. The Secretarial Audit Report for the financial year ended on 31st March, 2016 is annexed herewith and marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

OTHER DISCLOSURES:

Composition of Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company, at present, comprises of Mr. H. M. Parekh as the Chairman of the Committee, Smt. P. D. Kothari and Mr. N. Pachisia as the Members of the said Committee.

Composition of Audit Committee

The Audit Committee of the Company, at present, comprises of Mr. H. M. Parekh as the Chairman of the Committee, Mr. A. K. Kothari and Mr. N. Pachisia as the Members of the said Committee. The recommendations made by the Audit Committee were accepted by the Board.

Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company, at present, comprises of Mr. H. M. Parekh as the Chairman of the Committee, Smt. P. D. Kothari, Dr. H. P. Kanoria and Mr. N. Pachisia as the Members of the said Committee. The criteria for performance evaluation of Board, Committees and the Directors are laid down under the Nomination and Remuneration Policy of the Company. Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed herewith and marked as Annexure III.

Composition of Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company, at present, comprises of Mr. H. M. Parekh as the Chairman of the Committee, Mr. A. K. Kothari, Smt. P. D. Kothari, and Mr. D. K. Sharda as the Members of the said Committee.

Whistle Blower Policy

The Company has in place a Whistle Blower Policy in compliance with the provisions of the Act and SEBI Listing Regulations. The said Policy provides for a formal vigil mechanism for all employees and Directors of the Company, to report to the Chairman of the Audit Committee of the Company, genuine concerns or grievances about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy on whistle blower may be accessed on the Company''s website at the link:http://www.gillandersarbuthnot.com/pdf/ policy/Whistle%20Blower%20Policy.pdf. Your Board affirms that no person has been denied access to the Chairman of the Audit Committee.

Meetings of the Board

Nine Meetings of the Board of Directors were held during the year. For further details, please refer to Clause II D of the report on Corporate Governance, which forms part of this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

During the year under review, an amount of Rs. 4,99,950/- was invested to purchase 49,995 numbers of fully paid up Equity Shares of Rs. 10/- each of Barfani Builder Limited.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed herewith and marked as Annexure IV.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith and marked as Annexure V.

Particulars of Employees and related disclosures

No employee draws Remuneration in excess of the limits provided in the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. Rule 5(2) of the said Rules state that the Board''s Report shall include a statement showing the names of top ten employees in term of Remuneration drawn and the name of every employee, who, if employed throughout the financial year, was in receipt of Remuneration for that year, which, in the aggregate, was not less than Rs. 102 lakhs and if employed, for part of the financial year, was in receipt of Remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rs. 8.50 lakhs per month.

Disclosures pertaining to Remuneration and a statement showing the names of top ten employees in term of Remuneration drawn, as required under Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed herewith and marked as Annexure VI.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company since the close of the financial year i.e. 31st March, 2016. Further, there has been no change in the nature of business of the Company.

GENERAL

Your Directors states that no significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and Company''s operations in future and that there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Directors would like to record their appreciation for the cooperation and support received from the employees, shareholders, banks, government agencies and all stakeholders.

For and on behalf of the Board

A. K. Kothari

Chairman

Kolkata, 19th November, 2016


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report on the affairs of the Company together with the Audited Financial Statements for the financial year ended on 31st March, 2015.

FINANCIAL RESULTS

The Company's financial performance, for the year ended on 31st March, 2015, is summarized below:

(Rs. in lakhs)

Particulars Standalone

2014-15 2013-14

Profit Before Depreciation, Interest and Tax (PBDIT) 5,418.90 6,880.19

Interest / Finance Charges 4,067.05 3,597.78

Profit Before Depreciation and Tax (PBDT) 1,351.85 3,282.41

Depreciation / Amortisation 2,067.15 2,859.49

Profit(Loss) Before Tax (PBT) (715.30) 422.92

Taxation Charge

-Current Tax 110.00 190.00

-Deferred Tax Written Back (504.20) (325.00)

Profit(Loss) After Tax (PAT) (321.10) 557.92

Balance brought forward 5,991.03 5,739.10

Depreciation adjustement as per revised calculations (230.88) -

(net of deferred tax) pursuant to Schedule II of the Companies Act, 2013

Balance available for appropriation 5,439.05 6,297.02

Appropriations

Proposed Dividend on:

8% Redeemable Cumulative Preference Shares of Rs.100 each - 16.00

Ordinary Shares of Rs.10 each - 160.07

Corporate Dividend Tax - 29.92

Transfer to General Reserve - 100.00

Surplus carried to Balance Sheet 5,439.05 5,991.03

5,439.05 6,297.02

Earnings per Ordinary Share (Rs.)

- Basic (1.58) 2.53

- Diluted (1.58) 2.53

Dividend per Ordinary Share (Rs.) - 0.75





Particulars Consolidated

2014-15

Profit Before Depreciation, Interest and Tax (PBDIT) 5,090.55

Interest / Finance Charges 4,207.80

Profit Before Depreciation and Tax (PBDT) 882.75

Depreciation / Amortisation 2,105.42

Profit(Loss) Before Tax (PBT) (1,222.67)

Taxation Charge

-Current Tax 145.20

-Deferred Tax Written Back (480.20)

Profit(Loss) After Tax (PAT) (887.67)

Balance brought forward 5,991.03

Depreciation adjustement as per revised calculations (230.88)

(net of deferred tax) pursuant to Schedule II of the Companies Act, 2013

Balance available for appropriation 4,872.48

Appropriations

Proposed Dividend on:

8% Redeemable Cumulative Preference Shares of Rs.100 each -

Ordinary Shares of Rs.10 each -

Corporate Dividend Tax -

Transfer to General Reserve -

Surplus carried to Balance Sheet 4,872.48

4,872.48

Earnings per Ordinary Share (Rs.)

- Basic (4.23)

- Diluted (4.23)

Dividend per Ordinary Share (Rs.) -

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

For the financial year ended on 31st March, 2015, your Company reported a loss of Rs.321.10 lakhs against profit of Rs.557.92 lakhs during the previous year. Total Income from Operations has decreased to Rs.86,780.96 lakhs during the year under review from Rs.94,679.82 lakhs in the previous year. Operational matters have been discussed under 'Management Discussion and Analysis,' detailed in appropriate part of this Report.

DIVIDEND

In view of the loss incurred by the Company for the financial year ended on 31st March, 2015, your Directors have not recommended any dividend for the said financial year.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements for the financial year ended on 31st March, 2015, prepared as per the provisions of the Companies Act, 2013. (hereinafter reffered to as 'the Act'), Rules framed therein and the applicable Accounting Standards are provided in the Annual Report.

SUBSIDIARY/ASSOCIATE COMPANIES

As reported last year, your Directors are pleased to inform you that in September 2014, Gillanders Holdings (Mauritius) Limited, Mauritius, a wholly owned subsidiary of the Company, has acquired 100 percent fully paid up Ordinary Shares of Group Developments Limited, Malawi, alongwith its wholly owned subsidiaries viz. Naming'omba Tea Estate Limited, Maifisi Tea Esates Limited and Group Holdings Limited. The said estates are engaged in growing and processing of Tea, Macadamia and other crops. Production of tea from these estates during the period under review was affected by drought and subsequent flood, which resulted in marginal fall in production. However, production of Macadamia was slightly better than the corresponding period last year. During the year under review, the focus was on improving agricultural field practices, benefits of which will start accruing in the coming year. The results of the subsidiaries for the current period reflect only seven months of operations after the acquisition and hence are not indicative of full year results and are not comparable with the previous year. Your Directors are expecting a better result in the coming year due to improve in agricultural practices and successful implementation of cost management plans.

During the year under review, Satyam Financial Services Limited, Kolkata, the sole associate of the Company, ceased to be an associate.

A separate section on the performance and financial position of the subsidiaries/associate in Form AOC-1 is part of the Annual Report and is annexed to the Report.

FIXED DEPOSITS

The Company is eligible to invite, accept or renew deposits under the provisions of the Act and the Rules framed therein.

As on 31st March, 2015 an amount of Rs. 2,948.84 lakhs was outstanding as fixed deposits received from the public and shareholders of your Company. Matured fixed deposit amounting to Rs. 3.20 lakhs remained unclaimed and outstanding as on 31st March, 2015, out of which 3 numbers, of deposits amounting to Rs. 2.06 lakhs have been claimed and refunded in April, 2015.

DIRECTORS

In accordance with the provisions of the Act, Mr. A. K. Kothari (DIN: 00051900) will retire in the ensuing Annual General Meeting, and being eligible, offers himself, for re-appointment. The Board of Directors recommends the same.

Mrs. S. Basu De (DIN: 06921540) was appointed by the Board of Directors as an Additional Director of the Company with effect from 14th August, 2014 and she will hold office as a Director of the Comapany upto the date of the ensuing 81st Annual General Meeting. The Company has received notice in writing from a Member alongwith the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mrs. S. Basu De for the office of an Independent Director of the Company to hold office for a period of 5 (Five) consecutie years up to the conclusion of the 86th Annual General Meeting of the Company to be held in the calendar year 2020.

The Company has also received declaration from Mrs. S. Basu De that she meets the criteria of independence, as prescribed, both under Section 149(6) of the Act and under Clause 49 of the Listing Agreement. The Board recommends her appointment as an Independent Director, by way of an Ordinary Resolution.

The Company has also received declarations from Dr. H. P. Kanoria (DIN: 00286685), Mr. H. M. Parekh (DIN: 00026530) and Mr. N. Pachisia (DIN: 00233768), Independent Directors of the Company, that they meet the criteria of Independence as prescribed both under the Act and the Listing Agreement with the Stock Exchanges.

The details of programmes for familiarization/ training of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters can accessed on the website of the Company at the link: http://www.gillandersarbuthnot.com/policies/ tid policy.pdf

Mr. P. K. Khaitan (DIN: 00004821) and Mr. J. N. Godbole (DIN: 00056830) have resigned from the Board of Directors of the Company in the during financial year ended on 31st March, 2015, in order to comply with the provisions of the Act and the Listing Agreement with respect to maximum number of Directorship that a person can hold. The Board wishes to place on record its deep sense of appreciation and gratitude for the valuable contribution, guidance and advice received from them.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) such accounting policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year ended on that date;

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

d) the annual accounts have been prepared on a 'going concern' basis;

e) internal financial controls has been laid down so that the same can be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India . The Report on Corporate Governance confirming compliance with the conditions stipulated under Clause 49 of the Listing Agreement, which forms part of the Annual Report, is attached to this Report. Certificate on Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges, issued by CS Deepak Kumar Khaitan, Practicing Company Secretary (FCS NO. 5615), is also attached to this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 is not apptlicable to the Company.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.gillandersarbuthnot.com/policies/rpt policy.pdf. Your Directors draw attention of the members to Note No. 35 to the standalone financial statements which sets out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that growth, success and progress of a Company are not reflected only by its Balance Sheet but also by its ability to make a positive difference in the lives of people and tries to address the needs of people by taking sustainable initiatives in the areas of health, education, environment conservation, infrastructure and community development.

The Company does not limit itself in using resources only for earnings but also engages in activities which enrich and enhance the lives of everyone around us. Company's Corporate Social Responsibility (CSR) initiatives are continuous commitment to contribute to economic development and to improve the quality of life of humankind. Business decisions are based not only on financial factors, but also on social and environmental impact of such decisions.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link : http://www.gillandersarbuthnot.com/ policies/csr policy.pdf. The Company undertakes need based initiatives in compliance with Schedule VII of the Act.

During the year under review, the Company has spent Rs. 12.26 lakhs on CSR activities, in compliance with the provisions of the Companies Act and Rules framed therein. The Annual Report on CSR activities is annexed herewith and marked as Annexure I.

RISK MANAGEMENT

The Company has laid down a procedure to inform the Board Members, on a periodic basis, about the identified risks and the steps taken to mitigate and minimize the same. The Company has already identified and assessed major elements of risks, which may threaten the existence of the various Divisions of the Company. The Executive Management reviews the identified risks, including assessment of the said risks and procedures, which are being implemented for the monitoring, mitigating and minimization of the said risks. Risk officers have been formally nominated at the operating businesses, whose role is to educate about the identified risks and to develop risk management culture within the businesses.

AUDITORS

Messrs. Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E) and Statutory Auditor of the Company, who retire after the conclusion of the ensuing 81st Annual General Meeting, and being eligible, offer themselves, for re-appointment for a term of 5 (Five) consecutive years up to the conclusion of the 86th Annual General Meeting of the Company to be held in the calendar year 2020.

At the 80th Annual General Meeting of the Company, held on 14th August, 2014, Messrs. Dutta Ghosh & Associates, Chartered Accountants (Firm Registration No. 309088E) and Messrs. Kothari & Company, Chartered Accountants, (Firm Registration No. 301178E) had been appointed as Branch Auditors of the GIS Cotton Mill (unit of Textile Division) and the Engineering (MICCO) Division of the Company for a term of 4 (Four) and 3 (Three) consecutive years respectively. However, their appointment is subject to ratification at the ensuing 81st Annual General Meeting of the Company scheduled to be held on 3rd September, 2015.

Your Board has obtained written consent from Messrs. Singhi & Co., Chartered Accountants, for their re-appointment and a certificate confirming that the re-appointment, if made, shall be in accordance with the conditions as prescribed under Sections 139 and 141 of the Act, and the Rules framed therein. The aforesaid re-appointment has the consent of the Audit Committee. Accordingly, the Board recommends their re-appointment by way of an Ordinary Resolution.

AUDITORS' REPORT

Auditors' Report to the members of the Company does not contain any qualification or adverse remark. Financial Statements and notes thereon are self-explanatory and need no further explanation.

COST AUDITORS

On the recommendation of the Audit Committee, and in compliance with Section 148 of the Act, the Companies (Cost Accounting Records) Rules, 2011, Companies (Cost Audit Report) Rules, 2011, notification S.O. 1747(E) dated 7th August, 2012 and Order F. No. 52/26/CAB-2010 dated 6th November, 2012 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at their Meeting held on 26th May, 2014 had appointed Cost Auditors for Tea, Textile and Chemical (Waldies) Divisions of the Company for the financial year ended on 31st March, 2015.

Meanwhile, the Ministry of Corporate Affairs (MCA), had issued a notification dated 30th June, 2014 through which the Companies (Cost Records and Audit) Rules, 2014 were notified, which was subsequently amended by the MCA vide notification dated 31st December, 2014. Subsequent to the said notifications, maintenance of cost accounting records and audit was not applicable for the Tea and Textile Divisions of the Company for the financial year ended on 31st March, 2015. However, it was applicable for the Chemical (Waldies) and Engineering (MICCO) Divisions of the Company for the said financial year. Messrs. Rammani Sarkar & Co., Cost Accountants, (Firm Registration No. 100714) was appointed as Cost Auditor of the Chemical (Waldies) Division of the Company for the financial year ended on 31st March, 2015.

In order to comply with the aforesaid Notifications, the Board of Directors of the Company at their Meeting held on 13th February, 2015, had appointed M/s. Rammani Sarkar & Co., Cost Accountants, (Firm Registration No. 100714) as the Cost Auditor of the Engineering (MICCO) Division of the Company for the financial year ended on 31st March, 2015 at a remuneration of Rs.40,000/- (Rupees forty thousand only) plus reimbursement of out of pocket expenses.

SECRETARIAL AUDIT

The Board had appointed CS. K. C. Dhanuka, Practising Company Secretary,(FCS No. 2204) to conduct Secretarial Audit for the financial year ended on 31st March, 2015. The Secretarial Audit Report for the financial year ended on 31st March, 2015 is annexed herewith and marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

OTHER DISCLOSURES:

Composition of Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company, at present, comprises of Mr. H. M. Parekh as the Chairman of the Committee, Mr. N. Pachisia and Mrs. S. Basu De as the Members of the said Committee.

Composition of Audit Committee

The Audit Committee of the Company, at present, comprises of Mr. H. M. Parekh as the Chairman of the Committee, Mr. A. K. Kothari, Mr. N. Pachisia and Mrs. S. Basu De as the Members of the said Committee. The recommendations made by the Audit Committee were accepted by the Board.

Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company, at present comprises of Mr. H. M. Parekh as the Chairman of the Committee, Smt. P. D. Kothari, Dr. H. P. Kanoria and Mr. N. Pachisia as the Members of the said Committee. The criteria for performance evaluation of Board, Committees and the Directors are laid down under the Nomination and Remuneration Policy of the Company. Remuneration Policy for Directors, Key Managerial Personnel and other employees may be accessed on the Company's website at the link:http://www.gillandersarbuthnot. com/policies/ nr policy.pdf

Composition of Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company, at present comprises of Mr. H. M. Parekh as the Chairman of the Committee, Mr. A. K. Kothari, Smt. P. D. Kothari, and Mr. D. K. Sharda as the Members of the said Committee.

Whistle Blower Policy

The Company has in place a Whistle Blower Policy in compliance with the provisions of the Act and the Listing Agreement. The said Policy provides for a formal vigil mechanism for all employees and Directors of the Company to report to the Chairman of the Audit Committee of the Company genuine concerns or grievances about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy on whistle blower may be accessed on the Company's website at the link: http://www.gillandersarbuthnot. com/policies/wb policy.pdf. Your Board affirms that no person has been denied access to the Chairman of the Audit Committee.

Meetings of the Board

Five Meetings of the Board of Directors were held during the year. For further details, please refer to Clause IID of the report on Corporate Governance, which forms part of this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

i) A Corporate guarantee of USD 13.0 Million was given to Axis Bank Ltd., Kolkata for issuing SBLC(Stand By Letter of Credit) by mortgaging tea estates of the Tea Division for availing loan of USD 12.75 million from Axis Bank, Singapore, by Gillanders Holdings (Mauritius) Limited, Mauritius, a wholly owned Subsidiary of the Company.

ii) An amount of USD 10,000 was invested to purchase 10,000 equity shares of Gillanders Holdings (Mauritius) Limited, Mauritius.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure III to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith and marked as Annexure IV.

Particulars of Employees and related disclosures

No employee draws remuneration in excess of the limits provided in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Rule 5(2) of the said Rules state that the Board's Report shall include a statement showing the name of every employee, who, if employed throughout the financial year, was in receipt of remuneration for that year, which, in aggregate, was not less than Rs.60 lakhs and if employed, for part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate was not less than Rs.5 lakhs per month.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure V to this Report.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company since the close of the financial year i.e., 31st March, 2015. Further, there has been no change in the nature of business of the Company.

GENERAL

Your Directors states that no significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and Company's operations in future and that there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Directors would like to record their appreciation for the co- operation and support received from the employees, shareholders, banks, government agencies and all stakeholders.

For and on behalf of the Board

A. K. Kothari Chairman Kolkata, 29th May, 2015.


Mar 31, 2013

Dear Members

The Directors have pleasure In presenting their Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended March 31,2013.

FINANCIAL RESULTS

Rs. in Lakhs The financial results for the year are as under:

Paticulars 2012-13 2011-12

Profit Before Depreciation, Interest & Tax (PBD1T) 82,77.93 38,03.00

Intrest/Financial Charges 28,48.14 28,71.18

Profit Before Depreciation and Tax (PBDT) 54,29.79 9,31.82

Depreciation / Amortisation 24,90.75 24,61.97

Profit Before Fax {PBT) 29,39.04 (15,30.15)

Taxation Charge

- current Tax 5,50.00 46.70

- Deferred Tax 3,30.00 (6,50.00)

Profit After Tax (PAT] 20.59.04 (9,26.85)

Balance brought forward 44,98.17 55,67.64

Balance available for appriciation 65,57.21 46,40.79

Appropriation

Proposed Dividend on:

8% Redeemable Cumulative Preference Shares of Rs. 100 each 16.00 16.00

Ordinary Shares of Rs. 10 each 4,26.85 1.06.71

Corporate Dividend Tax 75.26 19.91

Transfer to General Reserve 3,00.00 -

Surplus carried to Balance Sheet 57,39.10 44,98.17

65,57.21 46,40.79

Earnings, per Ordinary Share (Rs.)

- Basic 9.56 (4,43)

- Diluted 9.56 (4.43)

Dividend per Ordinary Share (Rs.) 2.00 0.5O



FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

For the financial year 2012-13, your Company reported a net profit of Rs. 20,59.04 Lakhs against loss of Rs. 9,26.85 Lakhs during the previous year Total income from operattons has increased to Rs. 7,82,41.62 lakhs during tha year under review from Rs. 6,73,17.69 Lakhs In the previous year. Operational matters have been discussed under Management Discussion and Analysis.detailed in appropriate part of this Report.

DIVIDEND

Your Directors recommend the followirrg dividends:

a) Dividend @ Rs. 8 per Share on 2,00,000 8% Redeemable Cumulative Preference share on 1O0 each of the Company, entailing an outflow of Rs. 16.00 Lakhs.

b) Dividend @ Rs. 2 per Share on 2,13,42,346 Fully paid up Ordinary Shares of Rs. 10 each of the Company, entailing an outflow of Rs. 426.85 Lakhs.

DIRECTORS

In the ensuring Annual General Meeting of the Company, Smt. P.D Kothari and Mr, P; K, Khaitan retires by rotation under Articles 109 and 110 of the Articles of Association of the Company, and being eligible offer themselves, for re-appolntrrant.

At the Board Meeting held on February ] X 2D 13, Mr. D. KL Sharda was re-appointed as Managing Director, designated as ''Managing Director & Chief Executive Officer {CEO)'' of the Company for a period of one year with effect from April 01, 2013. The said re-appointment is subject to the approval of the members of the Company in the ensuring Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 317(2AA) of the Companies Act, 1936, with respect to Directors'' Responsibility Statement your Directors confirm having:

a) Followed in the preparation of the Annual Accounts the applicable accounting standards with proper explanation relating to material departures, if any;

b) 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 your Company at the end of the financial year and of the profit of your Company for that period:

c) Taken proper and sufficient care for the maintenanoe of adequate accounting records, in accordance with the provisions of the companies Act 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other Irregularities; and

d) Prepared the Annual Accounts on a ''goiig concern'' basis,

AUDITOR''S REPORT

Auditors'' Report to the members of the Company does not Maintain any qualification or adverse remark, Financial Statements and the notes thereon is self explanatory and need no further explanation,

AUDITORS

Messrs. Singhi & Co., Chartered Accountants, Kolkata, who retires after the- conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves, for re- appointment,

Messrs- Dutta, Ghosh & Associates, Charted Accountants, Kolkata, the Branch Auditor of the GIS Cotton Mill unit of Textile Division of the Company, retire after the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves, for re-appointment,

Messrs. Kothari & Company, Chartered Accountants Kolkata, the Branch Auditor of the Engineering (MICCO) Division of the Company, retire After the conclusion of the forthcoming Annual General Meeting, and being eligible, after themselves, for re- appointment.

A certificate under sub-section {IB} of Section 224 of the Companies Act, 1956, has been obtained from each of them.

COST AUDIT

The Ministry of Corporat Affairs, Government of India, has approved the reappointment of the following Cost Auditors for conducting Cost Audit for the financial year 2012-13:

i) Textile Division- M/s.D.Sabyasachi & Co., Kolkata;

ii) Tea Division- M/s B.Ray & Associates, Kolkata; and

iii) Chemical (Waldies) Division- M/s.Rammani Sarkar & Co., Hooghly.

CORPORATE GOVERHAHCE

The Report on Corporate Governance duty certified by CS Deepak Kumar Khaitan, a practicing Company Secretary, confirming compliance with the conditions: stipulated under douse 49 of the Listing Agreement, which forms part of the Annual Report, Is attached to this Report,

FIXED DEPOSIT

As on March 31, 2013 an amount of Rs. 2,508.26 lakhs was outstanding as fixed deposits received from the public and Shareholders of your Company, Matured fixed deposit amounting to Rs. 3.60 lakhs was unclaimed as on the said date.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies {Disclousure of particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure l) hereto and forming part of the Report.

PARTICULARS OE EMPLOYEES

No employee falls under the purveiw of Sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975,as amended.

ACKNOWLEDGEMENT

Your Directors would like to record their appreciation for the co- operation and support received from dne employees, shareholders, hanks,. Government agencies end all stakeholders.



For and on behalf of the Board

A, K. Kothari

Kolkata,May 29,2013. Chairman


Mar 31, 2012

The Directors have pleasure in presenting their Annual Report on the affairs of the Company together with the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in lakhs)

The Financial results for the year are as under :

PARTICULARS 2011-12 2010-11

Profit Before Depreciation, Interest & Tax (PBDIT) 3,803.85 10,880.74

Interest / Finance Charges 2,872.03 1,975.37

Profit Before Depreciation and Tax (PBDT) 931.82 8,905.37

Depreciation / Amortization 2,461.97 2,244.87

Profit Before Tax (PBT) (1,530.15) 6,660.50 Taxation Charge

- Current Tax 46.70 1,308.20

- Deferred Tax (650.00) (67.00)

Profit After Tax (PAT) (926.85) 5,419.30

Balance brought forward 5,567.64 2,083.15

Balance available for appropriation 4,640.79 7,502.45

Appropriations

Proposed Dividend on:

8% Redeemable Cumulative Preference Shares of Rs. 100/- each 16.00 16.00

Ordinary Shares of Rs. 10/- each 106.71 960.41

Corporate Dividend Tax 19.91 158.40 Transfer to :

Preference Shares Redemption Reserve - 200.00

General Reserve - 600.00

Surplus carried to Balance Sheet 4,498.17 5,567.64

4,640.79 7,502.45

Earnings per Ordinary Share (Rs.)

- Basic (4.43) 25.31

- Diluted (4.43) 25.31

Dividend per Ordinary Share (Rs.) 0.50 4.50

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

During the financial year 2011-12, your Company reported a loss of Rs. 926.85 lakhs against profit of Rs.5,419.30 lakhs during the previous year. The loss was due to adverse economic conditions and some unforeseen disruption of operations, which resulted in loss of production and operational income. Operational matters have been discussed under 'Management Discussion and Analysis,' detailed in appropriate part of this Report.

DIVIDEND

Your Directors recommend the following dividends:

a) Dividend @ Rs. 8/- per Share on 2,00,000 8% Redeemable Cumulative Preference Shares of Rs. 100/- each of the Company, entailing an outflow of Rs. 16.00 lakhs.

b) Dividend @ Re. 0.50 per Share on 2,13,42,346 fully paid up Ordinary Shares of Rs. 10/- each of the Company, entailing an outflow of Rs. 106.71 lakhs.

MANAGEMENT DISCUSSION AND ANALYSIS

The industry structure, development, performance, opportunities, threats and outlook of each activities, internal control systems and industrial relations have been discussed in paragraphs to follow.

Tea Division

India was expected to achieve production of 1 billion kgs of tea in 2011, but due to early onset of winter in north-east regions, and rains in southern regions during October to December, industry could produce 988 million kilograms (mkg) of tea in 2011, an increase of 2.3% compared to last year.

Production in Kenya and Sri Lanka, the largest exporters, also showed a declining trend due to adverse climatic conditions. However, exports from India during 2011 stood at 193 mkg against 222 mkg in 2010 mainly due to Western sanctions against Iran and political instability in West Asia and North African countries. Increased production along with decrease in export has created pressure on price of tea but it has been minimized due to surge in domestic demand.

In spite of adverse impact due to labour and political unrest in the gardens located in West Bengal, Tea Division has produced 9.15 million kgs of Tea during the year under review, which is marginally higher than 9.01 million kgs. during the last year. Exports were made to countries like Sri Lanka, Dubai, Iran and Russia, which has resulted in enhanced export sales during the year under review. Your Division is exploring other potential markets and taking measures to strengthen the existing market and is confident of increasing export sales in coming year.

Packet segment is gradually increasing its presence in markets by strengthening branch operations, operational logistics, warehousing facilities and is expected to further penetrate the markets in the coming years by enhancing its marketing tools. However, decrease in price coupled with increase in cost, including wages and other inputs, has created pressure on profit margin of the division.

During the current year, with a minimal carry forward and increase in demand the prices are expected to be buoyant, particularly for quality tea. However, increase in wages and other input cost will continue to put pressure on margin. Your Directors expects the Division to do relatively well in the coming year.

All the tea estates of the Company are ISO 9001:2008 and Hazard Analysis and Critical Control Points (HACCP) certified.

Engineering (MICCO) Division

This Division of your Company is mainly involved in infrastructural work in Steel and Power Sectors. MICCO is a prestigious name in the Steel Sector and enjoys preference as partner by national and global players in the sector. Apart from Gas holders and Reheating Furnaces, where this Division has created a niche, it has also established itself as a trusted name in Casters, Mills and Coke Oven Plants.

During the year under review, the global and national economy has not been encouraging, which resulted in slow projects execution. The performance of your Division was also adversely affected due to fire in one of the sites. In spite of tough market scenario, your division has a healthy order book position.

The outlook for Steel Industry is cautious due to the markets continued financial uncertainty and volatility. The global steel sector is expected to grow, although at a lower rate. In India, however, demand for steel from the domestic sector especially for infrastructure is creating a positive outlook as India is expected to perform better than most world economies. Power Sector is also expected to do reasonably well in the coming year.

Your Division is continuously putting in efforts to improve the growth trajectory through internal assessment and seeking advice from leading consultants in the field. Steps have been taken to reorganize your Division, establish new partners in allied fields, locate new areas of operation and to strengthen the existing collaborations. The initial results of such initiatives are encouraging and the division has already entered into several tie-ups in different products and few are in the pipeline, which shall change the range and profile of your division for a sustainable growth in near future. MICCO Division is equipped to harness the opportunities and expects a stable performance in the coming year.

Textile Division

During the year, Spinning Industry witnessed unprecedented and one of the worst crisis in the past several decades.

As a normal practice, the Industry built up requisite inventory of good quality cotton during the season as good quality cotton is not adequately available during the off season. However, the prices of raw cotton and other fibers, which had peaked during the end of last year, crashed during the year, resulting in huge losses on account of raw material and finished goods inventory.

The said event also led to fall in demand for yarn both in domestic and international markets resulting in huge inventory with the mills, which has put tremendous pressure on yarn prices and margins.

As reported last year, the frequent changes in the policy guidelines and intervention of the government has created an uncertainty in the market, which is adversely affecting the outlook and growth prospect of the industry. The Industry looks forward to the government to draw up a long term policy guidelines taking into account the benefit of the entire textile value chain.

Apart from the above, the performance of Textile Division was also affected by loss of production at GIS Cotton Mill unit due to labour unrest for two and half months. In North India Spinning Mill unit there was total breakdown of captive power plant along with some machineries, which took about four months to be replaced/repaired, resulting in non-optimal use of production capacity. The production during the year under review was 15,066 MT, which is lower than last year.

The current year also seems to be difficult due to weak global and Indian economy. The cotton crop at 347 lakhs bales for the year 2011-12 is estimated to be higher than last year. However, due to huge exports the carry forward stock for the next season is expected to be very low. In spite of all odds, your Directors are hopeful of reasonable performance in the current year.

Chemical (Waldies) Division

Waldies Division is engaged in the business of manufacture and marketing of Lead Oxides and Stabilizers for PVC Industry.

During the year under review, the Industry witnessed uncertain market environment and slow growth. In spite of that, this Division has achieved satisfactory increase in profitability. Continuous efforts are being made for further improvement in the operations of the Division. The outlook of the performance for the coming year is reasonable.

Waldies Division continues to enjoys ISO 19001 certification for its Quality Management Systems and ISO 14001 certification for its Environment Management Systems and OHSAS 18001 for its occupational health and safety management systems.

Trading Division

During the year under review, the turnover of this Division was marginally low compared to previous year primarily due to fall in sale of cement paints.

Your Division now owns a Brand known by the name 'GILLARCO' and has plans to market and sell different products under the said Brand name in the future. It has plans to expand its operational base by foraying into marketing and selling of Abrasive Sheets in automotives and decorative Segments. Your Directors expect that this Division will yield better results in the coming year.

Property Division

Increase in occupancy has yielded higher rental income for property Division for the year under review.

Your Division has a Fire Safety Policy, which is reviewed from time to time. Latest fire fighting equipments are in place in 'Gillander House' and fire safety norms are strictly adhered to. Your Directors believe that with continuous improvement of facilities and safety, this Division will be benefitted in the long term.

Internal Control System and their adequacy

Your Company has proper and adequate system of internal controls. Audit of various divisions, units, factories, sites, branches and its corporate offices are conducted by Independent professional firms of Chartered Accountants and reports thereon are reviewed and discussed by the Audit Committee of the Board of Directors and corrective action, as deemed necessary, are taken. Procedures have been laid down by your Company to safeguard and protect all assets and ensure that the transactions are authorized, recorded and reported correctly.

Human Resources and Industrial Relations

Your Company has laid down the processes for attracting, retaining and rewarding talent as it acknowledges the importance of good Human Resource. Congenial environment is being maintained and recreation activities are sponsored by your Company. Industrial relations were good except an incident of labour unrest.

Caution Statement

Management Discussion and Analysis Report contains forward- looking statements, which are based on certain assumptions and expectations of future events. The Company's actual results and performance may differ from those projected due to unforeseen circumstances viz., political, economic etc. The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, information or events. Readers are advised to apply their own diligence and independent judgment.

DIRECTORS

During the year under review, Mr. S. Lahiri resigned from the Board with effect from February 14, 2012. Mr. A. Mallick resigned from the Board with effect from March 31, 2012.

The Board wishes to place on record its deep sense of appreciation and gratitude for the valuable contribution, guidance and advice received from them.

Mr. J. N. Godbole and Mr. A. K. Kothari retire by rotation under Articles 109 and 110 of the Articles of Association of the Company, and being eligible offer themselves, for re- appointment.

Mr. N. Pachisia has been appointed as an Additional Director with effect from August 16, 2011 to hold such office till the conclusion of the ensuing Annual General Meeting. Notice under Section 257 of the Companies Act, 1956 has been received from a member proposing his name for appointment as Director of your Company in the forthcoming Annual General Meeting. The Board recommends his appointment as Director since his appointment will be beneficial to the Company.

At the Board Meetings held on February 14, 2012 and May 29, 2012, Mr. D. K. Sharda was re-appointed as Managing Director of the Company for a period of one year, with effect from April 01, 2012 and designated as Managing Director & Chief Executive Officer (CEO) of the Company respectively. The said re- appointment is subject to the approval of the members of the Company in the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, your Directors confirm having:

a) Followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any;

b) 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 your Company at the end of the financial year and of the loss of your Company for that period;

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

d ) Prepared the Annual Accounts on a 'going concern' basis.

AUDITORS' REPORT

Auditors' Report to the members of the Company does not contain any qualification or adverse remark. Financial Statements and the notes thereon is self explanatory and need no further explanation.

AUDITORS

Messrs. Singhi & Co., Chartered Accountants, Kolkata, who retires after the conclusion of the forthcoming Annual General Meeting, and being eligible, offer themselves, for re- appointment.

Messrs. Dutta, Ghosh & Associates, Chartered Accountants, Kolkata, the Branch Auditor of the GIS Cotton Mill unit of Textile Division of the Company, retire after the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves, for re-appointment.

Messrs. Bagree & Co., Chartered Accountants, Kolkata, who retires after the conclusion of the forthcoming Annual General Meeting have sent a letter expressing their unwillingness to be re-appointed as Branch Auditor of Engineering (MICCO) Division of the Company. A Special Notice has been received from a member proposing the name of Messrs. Kothari & Company, Chartered Accountants, Kolkata, as the Branch Auditor of Engineering (MICCO) Division of the Company in place of the retiring Auditor in the ensuing Annual General Meeting.

A certificate under sub-section (1B) of Section 224 of the Companies Act, 1956, has been obtained from each of them.

COST AUDIT

The Ministry of Corporate Affairs, Government of India, has approved the re-appointment of the following Cost Auditors for conducting Cost Audit for the financial year 2011-12:

i) Textile Division - M/s. S. Gupta & Co., Kolkata;

ii) Tea Division - M/s. B. Ray & Associates, Kolkata & M/s. DGM & Associates, Kolkata; and

iii) Chemical (Waldies) Division - M/s. S. Gupta & Co., Kolkata. CORPORATE GOVERNANCE

The Report on Corporate Governance duly certified by CS Deepak Kumar Khaitan, a practicing Company Secretary, confirming compliance with the conditions stipulated under Clause 49 of the Listing Agreement, which forms part of the Annual Report, is attached to this Report.

FIXED DEPOSIT

As on March 31, 2012 an amount of Rs. 2,115.04 lakhs was outstanding as fixed deposits received from the public and shareholders of your Company. No matured fixed deposit was unclaimed as on the said date.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure I) hereto forming part of the Report.

PARTICULARS OF EMPLOYEES

No employee falls under the purview of Sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors would like to record their appreciation for the co-operation and support received from the employees, shareholders, banks, Government agencies and all stakeholders.

For and on behalf of the Board

A. K. Kothari

Kolkata, May 29, 2012. Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the financial year ended March 31, 2011.

FINANCIAL RESULTS

(Rs. in lakhs)

The Financial results for the year are as under :

PARTICULARS 2010-11 2009-10

Profit before Depreciation, Interest & Tax (PBDIT) 10,708.14 7,765.13

Interest / Finance Charges 1,802.77 1,764.38

Profit before Depreciation and Tax (PBDT) 8,905.37 6,000.75

Depreciation / Amortisation 2,244.87 2,164.68

Profit before Tax (PBT) 6,660.50 3,836.07

Taxation Charge

- Current Tax 1,308.20 630.00

- Deferred Tax (67.00) 670.00

Profit After Tax (PAT) 5,419.30 2,536.07

Balance brought forward 2,083.15 895.30

Balance available for appropriation 7,502.45 3,431.37

Appropriations

Proposed Dividend on:

8% Redeemable Cumulative Preference Shares of Rs. 100/- each 16.00 16.00

Ordinary Shares of Rs. 10/- each 960.41 711.41

Corporate Dividend Tax 158.40 120.81

Transfer to :

Preference Shares Redemption Reserve 200.00 --

General Reserve 600.00 500.00

Surplus carried to Balance Sheet 5,567.64 2,083.15

7,502.45 3,431.37

Earnings per Ordinary Share (Rs.)

- Basic 25.31 11.80

- Diluted 25.31 11.80 Dividend per Ordinary Share 4.50 5.00

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

Despite the global economic slowdown, your Company has been able to report sizeable increase in sales, profits and net worth due to proactive approach and diversified businesses. Total revenue has increased to Rs. 75,284 lakhs during the year under review from Rs. 62,203 lakhs in the previous year. The profit before tax and profit after tax during the year have increased significantly by 73.63% and 113.69% respectively, as compared to the previous year. Operational matters have been discussed under 'Management Discussion and Analysis,' detailed in appropriate part of this Report.

BONUS ISSUE - INCREASE IN SHARE CAPITAL

The Board of Directors at their meeting held on September 16, 2010 had issued and allotted 71,14,115 fully paid up Ordinary shares of Rs.10/-each, as Bonus Shares to those members of the Company who were entitled thereto by capitalising general reserve.

Post Bonus Issue, the Issued, Subscribed and Paid-up Share Capital of the Company increased to Rs.23,34,23,460/- divided into 2,13,42,346 Ordinary Shares of Rs.10/- each and 2,00,000 8% Cumulative Redeemable Preference Shares of Rs. 100/- each. The said Bonus shares have been listed and admitted to trading in National Stock Exchange of India Limited, Bombay Stock Exchange Limited and the Calcutta Stock Exchange Limited.

DIVIDEND

Your Directors are pleased to recommend the following dividends:

a) Dividend @ Rs. 8/- per Share on 2,00,000 8% Redeemable Cumulative Preference Shares of Rs. 100/- each of the Company, entailing an outflow of Rs. 16.00 lakhs.

b) Dividend @ Rs. 4.50/- per Share on 2,13,42,346 fully paid up ordinary shares of Rs. 10/- each of the Company, entailing an outflow of Rs. 960.41 lakhs.

DIRECTORS

M r. D. K. Sharda and M r. A. Mallick have been re-appointed as Managing Director and Executive Director & CEO respectively for a further period of one year with effect from April 01, 2011, subject to the approval of the members of the Company in the ensuing Annual General Meeting.

Mr. S. Lahiri and M r. H. M. Parekh retire by rotation under Articles 109 and 110 of the Articles of Association of the Company, and being eligible offer themselves, for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies, Act, 1956, have been followed and there are no material departures from the same;

b) your 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 March 31, 2011 and of the profit of the Company for the year ended on that date;

c) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities; and

d) your Directors have prepared the annual accounts on a 'going concern' basis.

AUDITORS' REPORT

Auditors' Report to the members of the Company does not contain any qualification or adverse remark. The Notes to Accounts forming part of the financial statements are self explanatory and needs no further explanation.

AUDITORS

Messrs. Singhi & Co., Chartered Accountants, Kolkata, who retires after the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves, for re- appointment.

Messrs. Bagree & Co., Chartered Accountants, Kolkata, the Branch Auditor of Engineering (MICCO) Division of the Company and Messrs. Dutta, Ghosh & Associates, Chartered Accountants, Kolkata, the Branch Auditor of the Textile (GIS Cotton Mill) Division of the Company, retire at this meeting and, being eligible, offer themselves, for re-appointment for the respective Divisions.

A certificate under sub-section (1B) of Section 224 of the Companies Act, 1956, has been obtained from each of them.

COST AUDIT

The Ministry of Corporate Affairs, Government of India, by their Orders has directed audit of cost accounts maintained by the Company in respect of its Textile, Tea and Chemicals (Waldies) divisions on a yearly basis. In terms of the said Orders, Cost Audits are conducted by three firms of Cost Accountants, who are appointed with the approval of the Ministry of Corporate Affairs, Cost Audit Branch.

CORPORATE GOVERNANCE

The Report on Corporate Governance duly certified by a practicing Company Secretary confirming compliance with the conditions stipulated under Clause 49 of the Listing Agreement, which forms part of the Annual Report, is attached to this Report.

FIXED DEPOSIT

As on March 31, 2011 an amount of Rs. 1,925.78 lakhs was outstanding as fixed deposits received from the public and shareholders of your Company. No matured fixed deposit was unclaimed as on the said date.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section

217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure I) hereto forming part of the Report.

PARTICULARS OF EMPLOYEES

No employee falls under the purview of Sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors would like to record their appreciation for the co-operation and support received from the employees, shareholders, banks, Government agencies and all stakeholders.

For and on behalf of the Board

A. K. Kothari

Kolkata, May 30, 2011. Chairman

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