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Directors Report of Gloster Ltd.

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Twenty Second Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31st March, 2014 are as under :

(Rs. lakhs)

Particulars Year Ended Year Ended 31.3.2014 31.3.2013

Revenue from operations 33,601.93 34,622.84

Total Expenses 30,752.25 30,664.39

Operating Profit Before 2,849.68 3,958.45 Depreciation & Finance Costs

Finance Costs 530.14 425.87

Depreciation/Amortization 754.93 711.31

Operating Profit After 1,564.61 2,821.27 Depreciation & Finance Costs

Other Income 455.27 210.30

Gross Profit before Tax & 2,019.88 3,031.57 Exceptional Items

Tax Expense (including Deferred Tax) 611.52 1,010.81

Profit for the year 1408.36 2,020.76

Balance brought forward 554.57 539.95 from previous year

Amount available for appropriation 1,962.93 2,560.71 Appropriations :

Proposed Dividend 314.01 261.67

Dividend Tax 53.37 44.47

General Reserve 1,100.00 1,700.00

Balance carried to Balance Sheet 495.55 554.57

DIVIDEND

Your Directors have recommended for your approval a dividend of 60% i.e Rs. 6/- per equity share for the year ended 31st March, 2014. The total outflow for dividend will be Rs. 367.38 lakhs including Rs. 53.37 lakhs by way of dividend tax.

OPERATIONS

The production & sales during the year under review has been 50,547 MT & 50,844 MT in comparison to 54,937 MT & 54,627 MT respectively in the previous year. Net profit for the year under review stood at Rs. 1,408.36 lakhs as against Rs. 2,020.76 lakhs for the financial year 2012-13.

Financial year 2013-14 was a difficult year for the jute industry with dilution in packing of sugar up to 80% and food grains up to 10% and reduced demand from Government. The current financial year i.e. 2014-15 is also expected to be challenging for the industry due to further reduction in Government requirement of jute bags and very low demand from sugar and animal feed industry.

The year under review witnessed stable raw jute prices because of carry over of raw jute stocks from the previous year and reasonably good crop during the year.

The initial forecast of raw jute crop in the forthcoming jute season is not good. Further, there will be low carry over of raw jute stock at the end of the year. Prices of raw jute in the current year are likely to be higher subject to demand of jute goods continuing at the last year''s level.

EXPORTS

The Company''s export during the year under review stood at 9,992 MT vis-a-vis 11,751 MT in the year 2012-13. The export in value terms was Rs. 9,049.50 lakhs during the year under review as against Rs. 9,236.24 lakhs in the year 2012-13.

The Company is exploring new overseas market and is taking all possible measures to enhance export sales foreseeable future.

MODERNISATION

Your Company believes in sustainable development and continues to maintain its thrust on Modernization and Diversification. The Company has taken up 5th Phase of modernization at an estimated Project cost of Rs. 22 Crore.

SUBSIDIARY COMPANIES

Gloster Lifestyle Limited, Gloster Specialities Limited and Gloster Gujrat Limited are wholly owned subsidiaries of your Company.

In compliance with the requirements of Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India and as per Board resolution dated 3rd May, 2014 a statement showing relevant details for the year ended 31st March, 2014 of the Subsidiaries of the Company have been included in the Consolidated Financial Statements of the Company which forms part of this Annual Report.

The Annual Report of the aforesaid Subsidiaries will be made available to the shareholders of the Company and its Subsidiaries upon receipt of written requests from them. The Annual Reports of the aforesaid Subsidiary companies will also be available for inspection by any shareholder at the Registered Office of the Company as well as Registered Office of the Subsidiary companies on any working day during the business hours.

A statement pursuant to Section 212(8) of the Companies Act, 1956 regarding extent of interest of the holding company in its subsidiaries, is also attached herewith.

CHANGE IN COMPANIES ACT

The Companies Act, 2013 (''the Act'') and the rules made thereunder has come into being replacing the existing Companies Act, 1956 and a large portion of the Act has already become effective. The Company has already formed/renamed various Committees of the Board in accordance with the requirements of the Act. The Terms of reference for various Committees of the Board have also been modified and adopted as per the provisions prescribed in the Act. Your Company is taking necessary steps to ensure compliance with the requirements of the new Act.

The Ministry of Corporate Affairs has vide General Circular 08/2014 No. 1/19/2013-CL-V dated 4th April, 2014 notified that the Financial Statements and documents required to be attached thereto, Directors Report and Auditors Report in respect of the Financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions of the Companeis Act, 1956 and the rules made thereunder. Consequently the Financial Statements, Directors Report & Auditors Report for the financial year 2013-14 have been prepared in accordance with the provisions of the Companies Act, 1956 and appropriate references have been made in respect of the Act wherever required.

CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. As required under Clause 49 of the Listing Agreement of Stock Exchanges, a report on Corporate Governance and a certificate from the practicing Company Secretary, confirming compliance with the requirements of the Corporate Governance are annexed as part of this Report.

DEPOSITORY SYSTEM

As the members are aware, your Company''s shares are tradeable compulsorily in electronic form. In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company''s shares either in National Securities Depository Ltd or Central Depository Services (India) Ltd.

DIRECTORS

Section 149(4) of the Companies Act 2013 (''the Act'') contains provisions for certain class of companies with regard to composition of the Board of Directors and their appointment/reappointment and your Company being a listed company is required to comply with the said section. Accordingly the Board has proposed the names of Smt. Nandita Sen, Shri Satyendra Nath Bhattacharya, Shri Krutibas Mahapatra and Dr. Prabir Ray who are existing Independent Directors as per the Listing Agreement and who have confirmed to the Company that they meet the criteria of Independence as specified in section 149(69) of the Act, to be appointed as Independent Directors within the meaning of the Act. The necessary resolutions for appointment of Independent Directors would be proposed in the ensuing Annual General Meeting. After such appointment the Independent Directors would no longer be liable to retire by rotation during their tenure.

The Board recommends the appointment of above directors with a view to avail their valuable advices and wise counsel. A brief profile of the above Directors seeking appointment/ re-appointment required under Clause 49 of the Listing Agreement, is given in the Notice of AGM.

Late Rebati Ranjan Dash representing Life Insurance Corporation of India resigned w.e.f. 31st July, 2013. Shri Satyendra Nath Bhattacharya, representing Life Insurance Corporation of India was appointed w.e.f. 13th November, 2013 to fill the casual vacancy caused due to resignation of Late Rebati Ranjan Dash. Subsequent to resignation, Late Rebati Ranjan Dash passed away on 22nd October, 2013. Shri Bhaskar Mitter Director of the Company resigned from the Board due to his advanced age and ill health. The resignation of Shri Mitter was noted in the Board Meeting held on 3rd May, 2014.

The Board of Directors wish to place on record their deep sense of appreciation for the invaluable contributions of Shri Bhaskar Mitter and Late Rebati Ranjan Dash towards growth and prosperity of the Company.

AUDITORS

Messers Lovelock & Lewes, Chartered Accountants, Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for appointment as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company in accordance with requirements of Companies Act, 2013. The Company has received a letter from them to the effect that their reappointment, if made, would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for re-appointment.

As per the requirement of Central Government your Company carries out an Audit of cost records every year. The Cost Audit Report for the financial year 2012-2013 has been filed within due date.

In accordance with section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2014-15 would be placed at the ensuing the Annual General Meeting for ratification.

CREDIT RATING

Various bank facilities of the Company are rated by CRISIL Limited based on Basel II norms followed by the banks under the guidelines of Reserve Bank of India. During the year under review, ratings for all existing bank facilities have been reviewed and fresh bank facilities, present & proposed have been rated by CRISIL Limited.

CRISIL has upgraded its rating for long-term bank facilities from "CRISIL A-/Stable to CRISIL A/Stable and for short-term bank facilities from CRISIL A2 to CRISIL A1.

The rating upgrade reflects the improvement in Company''s business risk profile marked by a substantial and sustained increase in its scale of operations, while maintaining its profitability margins.

CONSOLIDATED FINANCIAL STATEMENTS

As required by the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

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

Additional information as required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the prescribed form in Annexure "A" to the Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of employees are set out in Annexure "B" to the Report.

KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company has approved continuance of office of Shri Dharam Chand Baheti as the Managing Director, Shri Ajay Kumar Agarwal as the Manager Finance & Company Secretary as ''Key Managerial Personnel'' in terms of the requirements of the Companies Act, 2013. Further the Board has appointed Shri Shankar Lal Kedia as the Chief Financial Officer who will also be a ''Key Managerial Personnel'' in terms of the requirements of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under :

i) that in the preparation of Annual Accounts, the applicable Standards have been followed along with proper explanations for material departures.

ii) 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 at the end of the financial year and of the profit of the Company for that period.

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

iv) that the annual accounts have been prepared on a going concern basis.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environ- mentally clean and safe operations. The Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is conscious of its social responsibilities and acts as a responsible Corporate Citizen. With constant social engagement and value driven approaches, we are on humble path to reach to our stakeholder groups especially communities in and around our businesses. The Company continues to carry on the CSR activities initiated in the past.

In terms of the requirements of section 135 of the Companies Act, 2013 and rules made thereunder, the Board of Directors have constituted a CSR Committee and have adopted a CSR policy for the Company.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, solidarity and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, joint venture partners, investors and bankers for their continued support and faith reposed in the Company.

The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company''s endeavour to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, regulatory and government authorities and stock exchanges, for their continued support and faith reposed in the Company.

For & on behalf of the Board

Place : Kolkata G. D. BANGUR Dated : 3rd May, 2014 Executive Chairman


Mar 31, 2013

TO THE MEMBERS

The Directors take pleasure in presenting the Twenty First Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31st March, 2013 are as under:

(Rs.lakhs)

Particulars Year Ended Year Ended 31.3.2013 31.3.2012

Revenue from operations 34,622.84 30,860.34

Total Expenses 30,664.39 27,596.46

Operating Profit Before Depreciation & Finance Costs 3,958.45 3,263.88

Finance Costs 425.87 518.38

Depreciation/Amortization 711.31 642.05

Operating Profit after Depreciation & Finance Costs 2,821.27 2,103.45

Other Income 210.30 659.82

Gross Profit before Tax & Exceptional Items 3,031.57 2,763.27

Tax Expense (including Deferred Tax) 1,010.81 869.74

Profit for the year 2,020.76 1,893.53

Balance brought forward from previous year 539.95 354.66

Amount available for appropriation 2,560.71 2,248.19

Appropriations:

Dividend

Proposed Dividend 261.67 261.67

Proposed Special dividend - "20 years of Gloster''s Operations” — 261.67

Total Proposed Dividend 261.67 523.34

Dividend Tax 44.47 84.90

General Reserve 1,700.00 1,100.00

Balance carried to Balance Sheet 554.57 539.95

DIVIDEND

Your Directors have recommended for your approval a dividend of 100% i.e Rs. 10/- per equity share for the year ended 31st March, 2013. The total outflow for dividend will be Rs. 306.14 lakhs including Rs. 44.47 lakhs by way of dividend tax.

BONUS

During the last few years, there has been an impressive growth in the performance of the Company and consequently significant additions have been made to the free reserves. Therefore, your Directors have recommended issue of bonus shares in the ratio of one

new bonus equity share to be issued for every one equity share of face value of Rs. 10/- each held by the members. The approval of the members is being sought through postal ballot process. The Bonus Shares shall rank pari passu in all respects with the existing fully paid up equity shares, except that these Bonus Shares shall not be eligible for dividend for the year ended 31st March, 2013.

OPERATIONS

The production & sales during the year under review has been 54,937 MT & 54,627 MT in comparison to 51,314 MT & 51,493 MT respectively in the immediately preceeding year resulting in a growth of 7.06 % and 6.09 % in production and sales respectively. During the year under review your Company has posted good performance as the Net Profit for the year has gone up to Rs. 2,020.76 lakhs as against Rs. 1,893.53 lakhs during the year 2011-12.

The year under review witnessed stable raw jute prices at moderate levels because of carry over of raw jute stock from the previous year and reasonably good crop during the year.

The initial forecast of raw jute crop in the forthcoming jute season is good. Further there is enough carry over of raw jute stock at the end of the year. Prices of raw jute in the current year are likely to be stable.

EXPORTS

Your Company''s export performance during the year has improved in volume terms from 10,192 MT in the year

2011-12 to 11,751 MT in the year 2012-13. The exports in value terms has also gone up to Rs. 9,236.24 lakhs as against Rs. 7,795.42 lakhs in the previous year resulting in a growth of 18.50%. Your Directors are hopeful of further improvement in export performance in future, barring unforeseen circumstances.

REVALUATION OF FIXED ASSETS

The Company had carried out revaluation of certain class of Fixed Assets as at 31.03.2010, and net increase in the book value was credited to Revaluation Reserve. Since the value of Land, Building and Plant & Machinery has appreciated substantially in the last three years, the management felt the need for revaluing these assets as at

31.03.2013 in order to reflect them at their true value. Consequently Land, Building and Plant & Machinery have been revalued as at 31.03.2013 by an approved valuer and net replacement value of these assets stand at Rs. 35,477.64 lakhs resulting in a net increase in book value by Rs. 11,464.09 lakhs.

MODERNISATION

The Company has completed 4th phase of modernisation during the year. The 4th phase of modernisation included replacement of old looms and spinning frames with new/ modern high speed looms and spinning frames & latest material handling equipments.

SUBSIDIARY COMPANIES

Gloster Lifestyle Limited, Gloster Specialities Limited and Gloster Gujrat Limited are wholly owned subsidiaries of your Company. In terms of the Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, a general exemption has been granted from the compliance of Section 212 of the Companies Act, 1956, requiring holding companies to attach with their Balance Sheet, a copy of the Balance Sheet, Profit & Loss Account and other documents of each of its subsidiaries, provided that the Board of Directors of such companies have given consent to this effect and that the conditions prescribed in the said Circular are complied with.

Your Board at their meeting held on 10th May, 2013 have decided on not attaching, inter alia, the Balance Sheet, Profit and Loss Account and other relevant reports and statements of its subsidiary companies with the Balance Sheet of your Company as on 31st March, 2013 and have also agreed to comply with the conditions prescribed in the said circular.

In view of the above Circular, the Balance Sheet, Profit and Loss Account and other documents and statements of the aforesaid three Subsidiaries have not been attached to the Balance Sheet as on 31st March, 2013 of your Company though a Consolidated Financial Statement has been attached. The Annual Report of the aforesaid Subsidiaries will be made available to the shareholders of the Company and its Subsidiaries upon receipt of written requests from them. The Annual Reports of the aforesaid Subsidiary companies will also be available for inspection by any shareholder at the Registered Office of the Company as well as Registered Office of the Subsidiary companies on any working day during the business hours. In compliance with the requirements of the aforesaid circular, a statement showing relevant details for the year ended 31st March, 2013 of the Subsidiaries of the Company have been included in the Consolidated Financial statements of the Company which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement withthe Stock Exchange, a Management Discussion and

Analysis Report has been annexed as part of the Annual Report.

CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. As required under Clause 49 of the Listing Agreement of Stock Exchanges, a report on Corporate Governance and a certificate from the practicing Company Secretary, confirming compliance with the requirements of the Corporate Governance are annexed as part of this Report.

DEPOSITORY SYSTEM

As the members are aware, your Company''s shares are tradeable compulsorily in electronic form. In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company''s shares either in National Securities Depository Ltd or Central Depository Services (India) Ltd.

DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956 Shri Hemant Bangur and Shri Bhaskar Mitter, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri Gopal Das Bangur was re-appointed as Whole-time Director designated as Executive Chairman of the Company with effect from 12th April, 2013 on the terms & conditions as mentioned in the resolution which is being placed before you for your consideration at the ensuing Annual General Meeting and your Directors recommended passing of the same.

AUDITORS

Messers Lovelock & Lewes, Chartered Accountants, Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2013-14. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956 your Company carries out an Audit of cost records every year.

The Cost Audit Report for the financial year 2011-2012 has been filed within due date. The Company has appointed M/s D. Radhakrishnan & Co., Cost Accountants to Audit the cost accounts for the financial year 2013-14, subject to the approval of the Central Government,

CREDIT RATING

Various bank facilities of the Company are rated by CRISIL Limited based on Basel II norms followed by the banks under the guidelines of Reserve Bank of India. During the year under review, ratings for all existing bank facilities have been reviewed and fresh bank facilities, present & proposed have been rated by CRISIL Limited.

The Company is enjoying ratings of adequate safety - "A- (Pronounced A minus)” with a "stable” outlook and strong safety - "A2 (Pronounced A two plus)” for the long term and short term bank facilities respectively since beginning.

CONSOLIDATED FINANCIAL STATEMENTS

As required by the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

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

Additional information as required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the prescribed form in Annexure "A” to the Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of employees are set out in Annexure "B” to the Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

i) that in the preparation of Annual Accounts, the applicable Standards have been followed along with proper explanations for material departures.

ii) 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 at the end of the financial year and of the profit or loss of the Company for that period.

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company endeavors to contribute towards the welfare and social upliftment of the community at large. The Company continues to carry on the CSR activities initiated in the past. Additionally, the Company undertook the following new CSR initiatives during the year:

- Constructed Sulabh Sauchalayas for the local community at Bauria.

- Contributed towards renovation of one of the floor of hospital building and purchase of medical equipments at the Anandalok Hospital, Kolkata.

- Sponsored community development programmes undertaken by various Charitable Trusts in the country.

- Sponsors weekly Medical Camp at Bauria for the poor & underprivileged section of the society.

APPRECIATION

Your Directors wish to place on record their sincere appreciation for the commitment and contribution of its employees, without whose hard work, solidarity, and support your Company''s achievements would not have been possible. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company''s endeavour to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, regulatory and government authorities and stock exchanges, for their continued support and faith reposed in the Company

For & on behalf of the Board

Place : Kolkata G. D. BANGUR

Dated : 10th May, 2013 Executive Chairman


Mar 31, 2012

The Directors take pleasure in presenting the Twentieth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31st March, 2012 are as under:

(Rs.lakhs)

Particulars Year Ended Year Ended

31.3.2012 31.3.2011

Revenue from operations 30,860.34 30,686.36

Total Expenses 27,596.46 27,063.45

Operating Profit Before Depreciation & Finance Costs 3,263.88 3,622.91

Finance Costs 518.38 477.18

Depreciation/Amortization 642.05 602.06

Operating Profit After Depreciation & Finance Costs 2,103.45 2,543.67

Other Income 659.82 230.32

Gross Profit before Tax & Exceptional Items 2,763.27 2,773.99

Exceptional Items - 594.44

Tax Expense (including Deferred Tax) 869.74 771.15

Profit for the year 1,893.53 1,408.40

Balance brought forward from previous year 354.66 259.14

Amount available for appropriation 2,248.19 1,667.55 Appropriations:

Dividend

Proposed Dividend 261.67 183.17

Proposed Special Dividend- "20 years of Gloster's Operation 261.67 -

Total Proposed Dividend 523.34 183.17 Dividend Tax 84.90 29.71

General Reserve 1,100.00 1,100.00

Balance carried to Balance Sheet 539.95 354.66

DIVIDEND

Your Directors have recommended for your approval a dividend of 100% i.e Rs 10/- per equity share for the year ended 31st March, 2012 and a special dividend- "20 years of Gloster's Operations" of 100% i.e Rs 10/- per equity share making a total dividend of 200% i.e Rs 20/- per equity share. The total outflow for dividend will be Rs 608.24 lakhs including Rs 84.90 lakhs by way of dividend tax.

OPERATIONS

The production & sales during the year under review has been 51,314 MT & 51,493 MT in comparison to 49,244 MT & 50,414 MT respectively in the immediately preceeding year resulting in a growth of 4.2 % and 2.14 % in production and sales respectively.

There was enough carry over of raw jute stocks from the previous year at the start of the on going season. During the same period excess stocks in Bangladesh also encouraged imports of good quality of raw jute at low prices. The jute crop during the current season is also good and thus there has been adequate supply of the crop all through the year. These factors also ensured that the prices of raw jute remained at reasonable levels throughout the season.

The initial forecasts of raw jute crop in the new jute season is good and there would be enough carry over at the end of the year. Prices in the current year are likely to be stable with an upward bias because the minimum support price has been substantially increased by Central Agricultural Ministry from Rs 1,725 to Rs 2,250 per quintal for TD5 South Bengal jute.

The year under review saw your Company posting good performance as the Net Profit for the year has gone up to Rs 1,893.53 lakhs as against Rs 1,408.40 lakhs during the year 2010-11 registering a growth of 34.45 %.

EXPORTS

Your Company's continuous thrust on developing new products and aggressive export efforts has helped to better its export performance from 9,766 MT in the year 2010-11 to 10,192 MT in the year 2011-12. Though, there was a volume growth in exports, there was lower export realisation as a consequence of drop in raw jute prices. As a result, your Company achieved an export turnover of Rs 7,795.42 lakhs as against Rs 7,936.22 lakhs in the previous year. Your Directors are hopeful of a good export performance during the current financial year also.

MODERNISATION

Modernisation of plant for your Company is an ongoing process. The Company has started 4th phase of modernisation whereby old looms and spinning frames are being replaced with new / modern machines. Special thrust is being given to install latest material handling equipments.

SUBSIDIARY COMPANIES

Gloster Lifestyle Limited, Gloster Specialities Limited and Gloster Gujrat Limited are wholly owned subsidiaries of your Company. In terms of the Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, a general exemption has been granted from the compliance of Section 212 of the Companies Act, 1956, requiring holding companies to attach with their balance sheet, a copy of the Balance Sheet, Profit & Loss Account and other documents of each of its subsidiaries, provided that the Board of Directors of such companies have given consent to this effect and that the conditions prescribed in the said Circular are complied with.

Your Board at their meeting held on 26th May, 2012 have decided on not attaching, inter alia, the Balance Sheet, Profit and Loss Account and other relevant reports and statements of its subsidiary companies with the Balance Sheet of your Company as on 31st March, 2012 and have also agreed to comply with the conditions prescribed in the said circular.

In view of the above Circular, the Balance Sheet, Profit and Loss Account and other documents and statements of the aforesaid three subsidiaries have not been attached to the Balance Sheet as on 31st March, 2012 of your Company though a Consolidated Financial Statement has been attached. The Annual Report of the aforesaid subsidiaries will be made available to the shareholders of the Company and its subsidiaries upon receipt of written requests from them. The Annual Reports of the aforesaid subsidiary companies will also be available for inspection by any shareholder at the Registered Office of the Company as well as registered office of the subsidiary companies on any working day during the business hours. In compliance with the requirements of the aforesaid circular, a statement showing relevant details for the year ended 31st March, 2012 of the wholly owned subsidiaries of the Company have been included in the Consolidated Financial Statements of the Company which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report has been annexed as part of the Annual Report.

CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. As required under Clause 49 of the Listing Agreement of Stock Exchanges, a report on Corporate Governance and a certificate from the practicing Company Secretary, confirming compliance with the requirements of the Corporate Governance are annexed as part of this Report.

DEPOSITORY SYSTEM

As the members are aware, your Company's shares are tradeable compulsorily in electronic form. In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Company's shares on either of the Depositories as aforesaid.

DIRECTORS

The Board of Directors of the Company has elevated Shri Hemant Bangur as Vice Chairman of the Company with effect from 26th May, 2012.

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Smt. Nandita Sen and Shri Krutibas Mahapatra, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri Dharam Chand Baheti was re-appointed as Whole-time Director to be designated as Managing Director of the Company with effect from 27th July, 2012 on the term & conditions as mentioned in the resolution which is being placed before you for your consideration at the ensuing Annual General Meeting and your Directors recomened passing of the same.

AUDITORS

Messers Lovelock & Lewes, Chartered Accountants, Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial Year 2012-13. The Company has received a certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the companies Act, 1956.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records every year. The Cost Audit Report for the financial year 2010-2011 has been filed within due date. Subject to the approval of the Central Government, the Company has appointed M/s. D. Radhakrishnan & Co., Cost Accountants to audit the cost accounts for the financial year 2012-13.

STATEMENT ON AUDITORS' COMMENT

During the previous year an incident of fire had occured at the mills on 29th March, 2011. In the year ended 31st March, 2011, the loss on account of fire was fully accounted for but the corresponding claim on the insurance company could not be recognised in the absence of any indication of the quantum of loss acceptable to the insurance company. In the year under review, an interim report of the surveyor has been received and the assessment of loss as per the report is as per the claim made by us. As such the amount has now been recognised pending settlement of claim by the insurance company.

CREDIT RATING

Various bank facilities of the Company are rated by CRISIL Limited based on Basel II norms followed by the banks under the guidelines of Reserve Bank of India. The Company is enjoying ratings of adequate safety - "A-(Pronounced A minus)" with a "stable" outlook and strong safety - "P2 (Pronounced P two plus)" for the long term and short term bank facilities respectively since beginning.

During the year under review, ratings for all existing bank facilities have been reviewed and fresh bank facilities, present & proposed have been rated by CRISIL Limited.

The Company has been assigned the same ratings of adequate safety - "A-(Pronounced A minus) with a "stable' outlook and strong safety - "P2 (Pronounced P two plus)' for the long term and short term, present and proposed bank facilities respectively.

CONSOLIDATED FINANCIAL STATEMENTS

As required by the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

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

Additional information as required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the prescribed form in Annexure "A" to the Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are set out in Annexure "B" to the Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

i) that in the preparation of Annual Accounts, the applicable Standards have been followed along with proper explanations for material departures.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

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

iv) that the Directors have prepared the annual accounts on a going concern basis.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible. Your Company has been awarded with OHSAS 18001:2007 Certificate by the BSI India for operating Occupational Health & Safety Management System in the factory for manufacturing goods.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has an innate desire and zeal to contribute towards the welfare and social upliftment of the community. The Company continues to support the following CSR initiatives:

- Continuously running & maintaining school and public utilities in the areas around the factory.

- Sponsored community development programmes undertaken by various Welfare Trusts in Kolkata.

APPRECIATION

Your Directors wish to place on record their sincere appreciation for the commitment and contribution of its employees, without whose hard work, solidarity, and support your Company's achievements would not have been possible. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company's endeavour to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, regulatory and government authorities and stock exchanges, for their continued support and faith reposed in the Company.

For & on behalf of the Board

Place : Kolkata G D. BANGUR

Dated : 26th May, 2012 Executive Chairman


Mar 31, 2011

DEAR SHAREHOLDERS

The Directors take pleasure in presenting the Nineteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31st March, 2011 are as under:

(Rs. In lacs)

Particulars Year Ended Year Ended 31.3.2011 31.3.2010

Sales and Related Income 30,686.36 19,528.60

Total Expenditure 27,101.02 17,358.05

Operating Profit Before Depreciation & Interest 3,585.34 2,170.55

Interest 357.61 206.69

Depreciation/Amortisation 602.05 539.76

Operating Profit After Depreciation & Interest 2,625.68 1,424.10

Other Income 148.32 95.71

Gross Profit before Tax & Exceptional Items 2,774.00 1,519.81

Exceptional Items 594.44 6.59

Provision for Taxation (including Deferred Tax & Fringe Benefit Tax) 771.15 538.35

Profit after Tax 1,408.41 974.87

Balance brought forward from previous year 259.14 217.34

Amount available for appropriation 1,667.55 1,192.21

Appropriations:

Proposed Dividend 183.17 157.00

Dividend Tax 29.72 26.07

General Reserve 1,100.00 750.00

Balance carried to Balance Sheet 354.66 259.14

DIVIDEND

Your Directors have recommended for your approval a dividend of 70% i.e Rs. 7/- per equity share for the year ended 31st March, 2011. The total outflow for dividend will be Rs. 212.89 lacs including Rs. 29.72 lacs by way of dividend tax.

OPERATIONS

The production & sales during the year under review has been 49,244 MT & 50,414 MT in comparison to 41,225 MT & 42,511 MT respectively during the year 2009-10. The figures are not comparable in view of industry wide strike of 62 days in the previous year.

There was not enough carry over of raw jute stocks from the previous year although there was an industry wide strike of around 62 days during the last year. As a result, there was upward trend in the prices of raw jute during most part of the year. Further, delayed rainfall during the year had an adverse effect on the quality of the raw jute which resulted into higher price differential for better qualities of raw jute. However, your Company could manage to perform better due to proper planning and timely purchase of raw jute and sale of finished products.

The initial forecast of raw jute crop in the new jute season is better than normal as the farmers could fetch remunerative prices of their produce through out the year. The prices of the raw jute in the current year are likely to be some what lower.

The year under review saw your Company posting good performance as the Net Profit for the year has gone up to Rs. 1408.41 lacs as against Rs. 974.87 lacs during the year 2009-10 registering a growth of 44.47%.

During the year under review a fire broke out at the Mills on 29th March, 2011 resulting in damage and destruction of raw jute stocks in one godown and substantial damage to the godown building as well. The loss of raw jute due to fire has adversely affected the net profit of the Company.

The performance of the Ananya Unit has improved further during the year.

EXPORTS

There has been a very good growth of 94.45 % in exports during the year under review. Exports have gone up from Rs. 4,081.31 lacs in the year 2009-10 to Rs. 7,936.22 lacs during the current year. Your Company is focusing more in developing new products to further increase export performance.

MODERNISATION

Modernisation of plant of your Company is an ongoing process. The 3rd phase of modernization of old looms and spinning frames is under process with rapier / high speed looms and modern spinning machines respectively and is likely to be completed in the first half of the current financial year. With these efforts the management is hopeful that performance of the company will improve further.

SUBSIDIARY COMPANIES

The Company has formed three subsidiary companies during the year:

Gloster Lifestyle Limited was incorporated on 23rd February, 2011 to manufacture & marketing the promotional shopping Bags & made ups.

Gloster Specialities Limited was incorporated on 23rd February, 2011 to take up the new projects that the Company is exploring to venture into such as Jute Non-Woven.

Gloster Gujrat Limited was incorporated on 29th March, 2011 to set up a Public Private Partnership (PPP) based Vocational Training Programme Centre (VTC) & Employment Generation Facility (EGF) in Gujarat.

All the subsidiary companies formed are non-listed and non-material. The Audit Committee of the Company will regularly review financial statements of the subsidiary companies. The Minutes of the Board Meetings of the subsidiary companies shall be placed in the Board Meetings of the Company. Statement of important and significant transactions of the subsidiary companies shall be placed regularly in the Board Meetings of the Company. The Company has paid Rs. 1,01,400/- in aggregate as advance to these Companies during the year & intends to invest Rs. 5,00,000/- each towards subscribing Equity in his Company. The first accounting year of all the subsidiary companies shall end on 31st March, 2012.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report has been annexed as part of the Annual Report.

CORPORATE GOVERNANCE

The Company reaffirms its commitment towards the application of best management practices, compliances with law, adherence to ethical standards and discharge of social responsibilities. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance and a certificate from the practicing Company Secretary confirming compliance of the same has been annexed as part of this Report.

DEPOSITORY SYSTEM

As the members are aware, your Company's shares are tradable compulsorily in electronic form. In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories as aforesaid.

DIRECTORS

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956 Dr. Prabiir Ray and Shri Rebati Ranjan Dash, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

Messers Lovelock & Lewes, Chartered Accountants, Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for reappointment to audit the accounts of the Company for the financial year 2011-12. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1B) of the companies Act, 1956.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956 your Company carries out an audit of cost records every year. The Cost Audit Report for the financial year 2009-2010 has been filed within due date.

Subject to the approval of the Central Government, the Company has appointed M/s D. Radhakrishnan & Co., Cost Accountants to audit the cost accounts for the financial year 2011-12.

CREDIT RATING

Various bank facilities of the Company are rated by CRISIL Limited based on Basel II norms followed by the banks under the guidelines of Reserve Bank of India. The Company is enjoying ratings of adequate safety - "A-(Pronounced A minus)" with a "stable" outlook and strong safety - "P2 (Pronounced P two plus)" for the long term and short term bank facilities respectively since beginning.

During the year under review, ratings for all existing bank facilities have been reviewed and fresh bank facilities, present & proposed have been rated by CRISIL Limited.

The Company has been assigned the same ratings of adequate safety - "A-(Pronounced A minus)" with a "stable" outlook and strong safety - "P2 (Pronounced P two plus)" for the long term and short term, present and proposed bank facilities respectively.

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

Additional information as required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the prescribed form in Annexure "A" to the Report.

PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of employees are set out in Annexure "B" to the Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

i) that in the preparation of Annual Accounts, the applicable Standards had been followed along with proper explanations for material departures.

ii) that the Directors had 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 at the end of the financial year and of the profit or loss of the Company for that period.

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

iv) that the Directors had prepared the annual accounts on a going concern basis.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As responsible corporate citizens, we have always endeavored to make contribution towards betterment of society in and around the areas of our operation. Our CSR initiatives are aimed at helping our surrounding communities become self- reliant.

The Company undertook the following CSR activities during the year :

- Sponsored Community Development Programmes under taken by various Welfare Trusts in Kolkata.

- Contineously running and maintaning school & public utilities in the areas around the factory.

APPRECIATION

Your directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company's endeavour to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, regulatory and government authorities and stock exchanges, for their continued support.

Place : Kolkata

Dated :12th May, 2011 For & on behalf of the Board

G. D. BANGUR

Executive Chairman





 
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