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Directors Report of Gillanders Arbuthnot & Company Ltd.

Mar 31, 2023

Your Directors are pleased to present the Eighty Ninth ("89th") Annual Report, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended on 31st March, 2023.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended on 31st March, 2023, is summarized below:

('' in Lakhs)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	42,160.04	36,840.63	44,902.99	40,640.71
Other Income	1,185.53	1,714.53	1,959.88	1,742.09
Profit / (Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense [EBITDA]	3,328.37	4,113.93	3,155.14	4,720.83
Less: Depreciation/ Amortisation/ Impairment	909.49	889.12	1,196.98	1,244.61
Profit / (Loss) before Finance Costs, Exceptional items and Tax Expense	2,418.88	3,224.81	1,958.16	3,476.22
Less: Finance Costs	1,341.78	1,894.76	1,803.54	2,328.78
Profit / (Loss) before Exceptional items and Tax Expense	1,077.10	1,330.05	154.62	1,147.44
Add / (Less): Exceptional items	1,064.66	-	1,064.66	-
Profit / (Loss) before Tax Expense	2,141.76	1,330.05	1,219.28	1,147.44
Less: Tax Expense / (Credit) [Current & Deferred]	102.21	(60.59)	(262.97)	(486.56)
Profit / (Loss) for the year (1)	2,039.55	1,390.64	1,482.25	1,634.00
Total Comprehensive Income/ (Loss) (2)	(190.28)	132.25	(788.09)	86.78
Total (1 2)	1,849.27	1,522.89	694.16	1,720.78
Balance of Profit / (Loss) of earlier years	9,504.97	7,982.08	6,885.10	5,164.32
Balance carried forward	11,354.24	9,504.97	7,579.26	6,885.10
Earnings per Ordinary Share (?)
Basic & Diluted	9.56	6.52	6.95	7.66

FINANCIAL HIGHLIGHTS AND REVIEW OF OPERATIONS

During the financial year ended on 31st March, 2023, your Company has reported a standalone EBITDA of '' 3,328.37 Lakhs against '' 4,113.93 Lakhs during the previous year. Total standalone Income from Operations has increased to '' 42,160.04 Lakhs as against '' 36,840.63 Lakhs in the previous year. Operational matters have been discussed in detail under ''Management Discussion and Analysis'', forming part of this Report.

SHARE CAPITAL

As on 31st March, 2023, the paid up share capital of the Company was '' 3,344 Lakhs comprising 2,13,42,346 Ordinary shares of '' 10/- each and 12,10,000 Preference shares of '' 100/- each. The Ordinary shares of the Company are presently listed with the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

During the year under review, the Company has not issued any share capital.

DIVIDEND AND TRANSFER TO RESERVES

For the financial year ended on 31st March, 2023, your Directors have not recommended any dividend to conserve resources and retain the earnings. The Board of Directors of your Company has also decided not to transfer any amount to the Reserves for the year under review.

INVESTMENT IN GILLANDERS HOLDINGS (MAURITIUS) LIMITED, A WHOLLY OWNED FOREIGN SUBSIDIARY OF THE COMPANY

During the period under review, the Company had invested USD 5,50,000 (United States Dollar Five Lakhs Fifty Thousand Only) by subscribing to 6,04,396 fully paid-up equity shares of USD 0.91 each of Gillanders Holdings (Mauritius) Limited, a Wholly Owned Foreign Subsidiary of the Company.

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 below forming part of this 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.

Textile Division

The year under review witnessed one of the major crisis in the spinning industry resulting from poor demand for spun yarn from both domestic and export market. The main reasons for this crisis were uncertain geopolitical situation resulting from Russia-Ukraine war and huge fluctuation in prices of basic raw material. The Russia - Ukraine war also resulted in the economic crisis in major textile importing countries resulting in poor international demand. The overall textile exports for the year under review is estimated to be down by 19% and the imports are estimated to be up by 29% as compared to previous year. The prices of basic raw material continued its increasing trend in the first quarter but thereafter it started witnessing sharp corrections affecting the demand for textiles adversely. In view of poor demand for yarn the spinning mills were forced to operate at lower capacity during the major part of the year. In line with the industry trend your company also has to reduce its capacity utilisation by about 17 %. The production during the year was 5718 MT. The above factors resulted in losses / margin erosion for the spinning sector.

Though the prices of basic raw material are gradually stabilising, the geo-political situation is yet to normalise and the consequent subdued demand may adversely affect the performance of the division in the current year as well.

Tea Division

Global Tea production in the calendar year 2022 was lower by around 23 million Kgs. compared to the previous year with India and China being the major gainers, whereas major losers were Sri Lanka, Uganda, Kenya and Malawi. All India Tea production in 2022 was 1,365.23 million Kgs. as against 1,343.06 million Kgs. in the previous year. Your division reported a production of 7.8 million Kgs. compared to 7.7 million Kgs. in the preceeding year.

Average Tea Prices at auction centers in North India witnessed an increase of around '' 10/- per Kg. compared to previous year. During the year under review your division reported increase in tea prices by more than '' 23/- per Kg. as compared to previous years'' due to improvement in quality and good demand for Quality Tea. Your Directors believe that Quality teas will continue gaining prominence in near term and will thrust on further improving the quality in the current year.

During the period under review, total export from India was higher by 15.46% from the previous year. Your division reported significant increase in exports by 31% as compared to previous years. Given the prevailing geo-political and economic conditions in the world and Sri Lanka expected to coming into normal crop, Indian exporter may face challenges to maintain the growth in the current year. Your division is hopeful of stable performance in the current year as we are exploring new export markets.

All six factories of your Division are certified under ISO 22000:2018 and are also certified under Trustea.

As stated in previous report, your Directors are continuing their thrust in mechanization of various field practices and conservation of energy. During the year under review, profitability of the Division also impacted by rising cost of wages, power and fuel and agro-chemicals. With inflationary trend your Division is expecting further increase in cost during the year under review. However, with improvement in yield and quality, your division expects a stable performance in the current year.

Engineering (MICCO) Division

Engineering (MICCO) Division basically carries out projects related to construction/execution in EPC (Turnkey) mode as well on Non-Turnkey mode mainly in the Steel Industry and Process Plants. During the first half of the financial year 2022-23, we were able to wither the residual impact of Covid-19 to a large extent and were able to successfully close old projects.

During the period under review, Engineering (MICCO) Division has been able to achieve better turnover of around '' 4,078 Lakhs as compared to the previous year. By sustained efforts, your Division won orders for New Projects worth Rs. 5,286 Lakhs.

In spite of facing stiff competition for project in Steel sector, your division is sailing quite well backed up by the rich technical experience, cost optimization and vendor development. Consequent to thrust of Indian government on infrastructure various expansion / upgradation projects are being planned by steel companies which will facilitate growth of the division. Your Directors are hopeful of a better performance during the current year.

Property Division

The Division has reported revenue which is higher compared to previous year. Continuous efforts are being made to increase the occupancy of ''Gillander House'', the property which generates rental income for your division. The Real Estate sector for commercial use has not shown any significant recovery, during the year under review. However, with the locational advantage of ''Gillander House'' and recent repairs & renovation, we expect an increase in occupancy in the coming years. Negotiations are on with existing corporate tenants, banks and others for an increase in their occupancy and continuous effort are being made to identify new tenants. The division has always been on the forefront in following fire safety policies and we also conduct fire safety drills at regular intervals. We are hopeful that the Division will perform reasonably well in the coming years.

Details of Significant Changes in the Key Financial Ratios & Return on Net Worth

As per the Schedule V to the SEBI Listing Regulations read with Regulation 34(3) of the SEBI Listing Regulations, details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in Key Financial Ratios and any changes in Return on Net Worth along with detailed explanations therefore, are given below:

Sl. No.	Particulars	2022-23	2021-22	% Change
i. Debtors Turnover Ratio		10.99	8.72	26.03
ii.	Inventory Turnover Ratio	4.14	3.27	26.61
iii.	Debt Service Coverage Ratio	2.78	1.90	46.32
iv.	Debt - Equity Ratio	0.32	0.52	38.46
v.	Return on Equity Ratio	7.82	5.57	40.39
vi.	Net Profit Margin (%)	4.84	3.77	28.38
vii.	Return on Net Worth (%)	7.29	6.24	16.83

The significant changes as reflected in the ratios during the year are majorly due to better realization from debtors and repayment of long term debts and unsecured loans. For detailed explanation, please refer to

Note no. 55 of the Notes to Standalone Financial Statements for the financial year ended 31st March 2023. 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, Managing Director and Executive 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, Cost Auditors and Internal Auditors are also invited at the Meetings of the Audit Committee as and when required. Corrective measures suggested at the Audit Committee Meetings are duly implemented.

The Audit Committee of the Board also reviews the adequacy of Internal Financial Control Systems at regular intervals. No fraud has been reported by the Statutory Auditors, Branch Auditors, Secretarial Auditor, Cost Auditors or Internal Auditors of the Company.

Human Resources and Industrial Relations

The Company has laid down the process for attracting, retaining and recognizing talent as it acknowledges the importance of good Human Resources. Company has cordial relation 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 good.

Cautionary 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, pandemic 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 diligence and independent judgment.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements for the financial year ended on 31st March, 2023, 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

Gillanders Holdings (Mauritius) Limited, Mauritius, the Direct Foreign Subsidiary, reported a loss before tax of '' 20.20 Lakhs, against loss of '' 16.42 Lakhs, 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, 2023, Naming''omba Tea Estates Limited, Malawi (NTEL), a step-down Foreign Subsidiary, has reported EBITDA loss of '' 153.02 Lakhs, against an EBITDA profit of '' 623.31 Lakhs for the previous year. Consequent to the devaluation of local currency i.e Malawi Kwacha by Reserve Bank of Malawi on 26th day of May, 2022, the company accounted foreign exchange losses in this financial year.

NTEL is engaged in growing and processing of Tea and Macadamia. NTEL is a step-down foreign subsidiary of the Company, and it has not sold, disposed off or leased any asset of more than 25% of the assets on an aggregate basis during the year under review.

Tea production of NTEL for the year under review was 1.96 million Kgs, compared to last year''s production of 2.10 million Kgs. Whereas, Macadamia (N I H) production of NTEL was 2.20 million Kgs against last year''s production of 2.20 million Kgs. There was a devastating cyclone named ''Freddy'' in Malawi in March, 2023, causing loss of property and crops.

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, forms part of the Annual Report.

FIXED DEPOSITS

As on 31st March, 2023 an amount of '' 1,202.70 Lakhs was outstanding as fixed deposit from the public and Shareholders of your Company.

Matured Fixed Deposits for '' 6.22 Lakhs remained unpaid and unclaimed as on 31st March, 2023, out of which Fixed Deposit for '' 1.50 Lakhs has been claimed and was repaid till date. There was no default in repayment of deposits and in payment of interest thereon.

All Fixed Deposits have been accepted in compliance with the requirements of the Companies Act, 2013 and Rules framed therein. No order has been passed by the National Company Law Tribunal / National Company Law Appellate Tribunal for extension of time for repayment nor has any penalty been imposed by the said Authorities.

DIRECTORS

Mr. Arun Kumar Kothari (DIN: 00051900) will retire in the ensuing Annual General Meeting, and being eligible, offers himself, for re-appointment. The Board of Directors recommends his re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors had re-appointed Mr. Arvind Baheti (DIN: 08094824) at their meeting held on 10th February, 2023, as an Independent Director of the Company, subject to approval of Members by way of a Special Resolution at the ensuing Annual General Meeting of the Company, for a second term of 5 (five) consecutive years commencing from 28th March, 2023 to 27th March, 2028 (both days inclusive).

The Company has provided the details of the Directors seeking re-appointment as per requirement specified in Regulation 36(3) of the SEBI Listing Regulations in the Notice convening the 89th Annual General Meeting of the Company.

The Company has received declarations from all Independent Directors of the Company, that they meet the criteria of Independence and they have complied with the Code for Independent Directors, as prescribed both under the Act and SEBI Listing Regulations, and the Code of Conduct for Directors and Senior Management Personnel, formulated by the Company.

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 be accessed on the website of the Company at: https://www. gillandersarbuthnot.com/pdf/pc/familiarizationp-id.pdf

DIRECTORS'' RESPONSIBILITY STATEMENTYour Directors state that:

a) in the preparation of the annual accounts for the financial year ended on 31st March, 2023, 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 on 31st March, 2023, and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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.

KEY MANAGERIAL PERSONNEL

As on the date of this Report, Mr. Mahesh Sodhani (DIN: 02100322), Managing Director, Mr. Manoj Sodhani (DIN: 02267180), Executive Director and Chief Executive Officer, Mr. Niraj Singh, Chief Financial Officer and Mr. Rajat Arora (FCS-12068), Company Secretary & Compliance Officer are the Key Managerial Personnel (''KMP'') of your Company.

There has not been any change in Key Managerial Personnel during the Financial Year ended on 31st March, 2023.

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 and marked as Annexure V. Certificate on Corporate Governance, as stipulated in the said Regulations, issued by CS K.C. Dhanuka, Practising Company Secretary (FCS 2204, CP No. 1247) and Proprietor of K.C. Dhanuka & Co. 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. No material contract / arrangement/ transaction were entered into with any Related Party.

The Policy on related party transactions as approved by the Board may be accessed on the Company''s website at the link: https://www.gillandersarbuthnot.com/pdf/pc/policy-materiality.pdf. Your Directors draw attention of the Members to Notes to the standalone financial statements which set out related party disclosures as per the Act, SEBI Listing Regulations and the Accounting Standards.

CORPORATE SOCIAL RESPONSIBILITY

Your Company tries to address the needs of people by taking sustainable initiatives in the areas of promoting education, health care and setting up of homes and hostels for women and orphans. During the year under review, the Company could not undertake any CSR activities, since the average net profit of the Company during the 3 immediately preceeding financial years was negative.

The CSR Policy of the Company may be accessed on the Company''s website at: https://www. gillandersarbuthnot.com/pdf/pc/policy-csr.pdf

The Annual Report on Corporate Social Responsibility 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 Management reviews the identified risks, including assessment of the said risks and procedures, which are being implemented for monitoring, mitigating and minimization of the said risks.

AUDITORS

M/s. JKVS & Co., Chartered Accountants having Firm Registration No. - 318086E, who were appointed as Statutory Auditors of the Company at the 86th Annual General Meeting of the Company, for a term of 5 (five) consecutive years upto the conclusion of the 91st Annual General Meeting of the Company to be held in the calendar year 2025, shall continue to be the Statutory Auditors of the Company.

M/s. Neha Bothra & Co., Chartered Accountants having Firm Registration No. - 326938E, were appointed as Branch Auditors of the Company at the 88th Annual General Meeting of the Company, for a term of 5 (five) consecutive years upto the conclusion of the 93rd Annual General Meeting of the Company to be held in the calendar year 2027, shall continue to be the Branch Auditors of the Company.

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 explanations.

COST AUDITORS

On the recommendation of the Audit Committee, and in compliance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, your Board had appointed M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata to conduct the audit of the cost records of the Company for the financial year ending on 31st March, 2024.

In accordance with the provisions 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 Auditor appointed for the year ending on 31st March, 2024, is appearing in the Notice convening the 89th AGM of the Company.

SECRETARIAL AUDIT AND AUDITOR''S REPORT

The Board had appointed CS K.C. Dhanuka, Practicing Company Secretary (FCS 2204, CP No. 1247), to conduct Secretarial Audit of the Company for the financial year ended on 31st March, 2023. Secretarial Audit Report (''Form No. MR-3'') for the financial year ended on 31st March, 2023 is annexed herewith to this Report and marked as Annexure II. The Secretarial Audit Report does not contain any qualification/ adverse remark/observation.

OTHER DISCLOSURES Committees of the Board

At present, the Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

5. Finance Committee

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Report.

Evaluation of the board

The performance evaluation of the Board, it''s Committees and of individual Directors was made by way of structured questionnaire and the Directors were satisfied with the evaluation process. At a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees may be accessed on the website of the company at: https://www.gillandersarbuthnot.com/pdf/pc/ nomination-remuneration-policy.pdf. The recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

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 also provides adequate safeguards against victimization. The whistle blower policy may be accessed on the Company''s website at: https://www.gillandersarbuthnot.com/pdf/pc/policy-whistleb.pdf. Your Board affirms that no person has been denied access to the Chairman of the Audit Committee.

Meetings of the Board

Four Meetings of the Board of Directors were held during the year. For details relating to composition and dates of meetings please refer to Clause II D of the report on Corporate Governance, which forms part of this Annual Report.

Secretarial Standards

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Particulars of Loans, Guarantees or Investments

The details of Loans, Corporate Guarantees and Investments, if any made during the financial year have been disclosed in the Notes to Financial Statements of the Company.

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 under the Act, is annexed herewith and marking as Annexure III.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as on 31st March, 2023, is available on the Company''s website and that can be accessed at https://www.gillandersarbuthnot. com/meet-sh.php

By virtue of amendment to Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of this Report.

Particulars of Employees and related disclosures

Disclosures pertaining to Remuneration with other details and a statement showing the names of top ten employees in terms 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) Rules, 2014, as amended, is annexed herewith and marked as Annexure IV.

There was no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time / Executive Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Credit Ratings

Your Company has obtained credit ratings for bank loans and fixed deposit scheme from Care Ratings Limited, Mumbai (CARE). CARE vide its letter dated 28th September, 2022, had given CARE BBB : Stable, CARE BBB : Stable/ CARE A3 and CARE A3 , Stable, rating for the Company''s long term/short term bank facilities respectively and CARE BBB : Stable for fixed deposit scheme.

Equity Shares in the IEPF Suspense Account

As on 1st April, 2022, 3,627 aggregate number of shareholders representing 3,93,154 number of fully paid up Ordinary shares were lying in the IEPF suspense account. During the financial year 2022-2023, no shares were transferred to the IEPF suspense account. As on 31st March, 2023, 3,93,105 numbers of fully paid up Ordinary shares aggregating 3,626 shareholders were lying in the IEPF suspense account. The voting rights on these shares remains frozen till the rightful owner of such shares claims the same.

Unpaid/Unclaimed Dividends - Transfer to Investor Education and Protection Fund (IEPF)

There was no dividend pending to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

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, 2023. Further, there has been no change in the nature of business of the Company.

Disclosure pertaining to Sexual Harassment of Women

The company has in place a Policy for Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was pending at the beginning of the year, no complaint was received during the year, and hence, no complaint was pending at the end of the year.

General

Your Directors states that no significant or material orders were passed by the Regulators or Courts or Tribunals or quasi-judicial body, which may impact the going concern status and Company''s operations in future.

Annexures forming part of this Report
Annexure	Particulars
I Annual Report on Corporate Social Responsibility (CSR) activities
II	Secretarial Audit Report (Form No. MR-3)
III	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
IV	Disclosures on remuneration of directors and employees of the Company
V	Report on Corporate Governance

ACKNOWLEDGEMENT

The Board wishes to place on record their appreciation for the co-operation, support and valuable services received from the employees, shareholders, banks, government agencies and all other stakeholders.

For and on behalf of the BoardA. K. Kothari

Place: Kolkata Chairman

Date: 12th May, 2023 DIN: 00051900

Mar 31, 2018

TheÂ 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, 2018.

FINANCIAL RESULTS

The Company's financial performance, for the year ended on 31st March, 2018, is summarized below:

Rs. In Lakhs

Â	Â		Â Rs. in Lakhs
Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Profit Before Depreciation, Interest, Exceptional Items and Tax	5,187.75	3,154.89	7,024.95	3,540.98
Finance Cost	4,492.68	4,794.65	5,005.31	5,350.90
Profit/(Loss) Before Depreciation and Tax	695.07	(1,639.76)	2,019.64	(1,809.92)
Depreciation and Amortisation Expense	1,615.77	1,909.98	2,423.98	2,208.55
Profit/(Loss) Before Exceptional Items and Tax	(920.70)	(3,549.74)	(404.34)	(4,018.47)
Exceptional Items	-	2,206.77	-	2,206.77
Profit/(Loss) after Exceptional Items but Before Tax	(920.70)	(1,342.97)	(404.34)	(1,811.70)
Add: Tax Expense	Â	Â	Â	Â
- Current Tax	60.00	50.00	277.07	158.59
- Deferred Tax Charge	82.81	(31.13)	175.34	(84.86)
Profit/(Loss) for the Year	(1,063.51)	(1,361.84)	(856.75)	(1,885.43)
Other Comprehensive Income:	Â	Â	Â	Â
- Items that will not be classified to profit or loss	266.23	96.39	266.23	96.39
- Income tax relating to these items	82.81	(31.13)	82.81	(31.13)
Total Comprehensive Profit/(Loss) for the Year	(714.47)	(1,296.58)	(507.71)	(1,820.17)
Balance Brought Forward from previous Year	12,818.41	13,524.04	8,027.44	9,256.66
Adjustment on transfer of Chemical (Waldies) Division pursuant to the Scheme of Arranqement	-	590.95	-	590.95
Surplus carried to Balance Sheet	12,103.94	12,818.41	7,519.73	8,027.44
Earnings per Ordinary Share (Rs.) - Basic & Diluted	(4.98)	(6.38)	(4.01)	(8.83)

The Company has adopted Indian Accounting Standards (Ind -As) as prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards), Rules, 2015, as amended, with the date of transition to Ind-As as 1st April, 2016.

FINANCIAL PERFORMANCE AND REVIEW OF OPERATIONS

During the financial year ended on 31st March, 2018, your Company has reported a standalone EBITDA of Rs. 5,187.75 lakhs against Rs. 3,154.89 lakhs during the previous year. Total Standalone Income from Operations has decreased to Rs. 62,678.96 lakhs as against Rs. 65,065.99 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 inadequacy of profits for the financial year ended on 31st March, 2018, your Directors have not recommended any dividend for the year.

INVESTMENT IN GILLANDERS MAURITIUS

During the year, the Company has invested an amount of USD 4,00,000 (United States Four Lakhs dollars only) by subscribing to 4,00,000 numbers of fully paid up equity shares of USD 1 each, at par, of Gillanders Holdings (Mauritius) Limited, a Wholly Owned Foreign Subsidiary.

VOLUNTARY DELISTING OF EQUITY (ORDINARY) SHARES FROM THE CALCUTTA STOCK EXCHANGE LIMITED

The Company had applied for Voluntary Delisting of the Equity (Ordinary) Shares of the Company from The Calcutta Stock Exchange Limited in compliance with Regulation 6(a) of the SEBI (Delisting of Equity Shares) Regulations, 2009. The Calcutta Stock Exchange Limited vide their letter Ref No. CSE/LD/14143/2018 dated 8th March, 2018 has confirmed the Voluntary Delisting of the Equity (Ordinary) Shares of the Company with effect from 9th March, 2018.

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.

Textile Division

During the year under review the production was 16364 MT. The year was marked with one of the biggest reform in indirect taxes - The Goods and Service Tax (GST), which was implemented with effect from 1st July 2017. The unorganized sector, which forms a significant portion of your company's customer base, faced challenges in adapting to the new regime due to their unpreparedness and its complexity. However efforts were made to simplify and make the system user friendly with series of amendments.

The inverted duty structure of 18% in case of Synthetic and blended yarn, as against 5% on fabric, resulted in huge input credit getting blocked with fabric manufacturers who resorted to drastic production cuts and large scale protests. The duty structure was partially corrected by reducing the GST rates on synthetic and blended yarn to 12% in October, which gave some relief to the industry.

Apparel export during the year showed negative growth primarily on account of reduction in duty drawback/duty refund and secondly due to inordinate delay in refund of GST to the exporters resulting in huge blockage of their working capital.

Textile value chain, particularly after spinning, has traditionally been dominated by the unorganized sector with minimal applicability and incidence of indirect taxes. After the implementation of GST the entire value chain in the unorganized textile sector witnessed huge disruption, which adversely affected their performance during the year.

The increase in crude oil prices from the last quarter resulted in increase in prices of all types of synthetic fibers, which could not be fully passed on to the upstream chain due to adverse market conditions.

Cotton crop during the crop year 2017-18 is estimated to be 365 lakh bales, which would be lower than the original projection due to crop damage.

As reported last year, your division is gradually increasing its business of fancy and value added yarn and is finding good response from the market. With continuous focus in increasing the business of value added and fancy yarn we expect to see improved performance in the current year.

Tea Division

The global tea production in 2017 was higher compared to 2016 with major increase in production in India, Sri Lanka and Malawi, whereas, major losers were Kenya and Bangladesh. India produced 1321 Million kgs, a growth of 54 million kgs, compared to the previous year i.e. 2016. This was primarily due to increase in production in West Bengal and South India, whereas, Assam was almost at par with previous year. Average price realization of India in auction centres was at par compared to last year. However, the price for bulk tea has increased by around Rs. 4 per kg, compared to previous year, which reflects the goodwill and premium your product enjoys in the market. During the year under review, this division reported a production of 97.92 million kgs, which is marginally lower, compared to last year, due to adverse weather conditions in Assam and lower sourcing of outside green leaf.

During the year under review, the performance of the packet Tea segment was stable and the division is hopeful for improved performance in coming 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 has penetrated into new potential markets, and has also strengthened its presence in the existing markets. It is expected to continue its growth trend in the coming year.

As already reported, due to migration of workers, which has resulted in shortage of labour, the division continued to increase mechanization of its operations viz., introduction of tractor mounted spraying, pruning etc, and is exploring for further mechanization.

All eight factories are certified under ISO 22000-2005 and have Trust Tea certification.

Prospects of increase in wages and other input cost are major challenges that the tea industry may face. However, your Directors are confident of overcoming them with more high-value products, increase in volume of export and packet, improving quality of CTC, thereby, expecting an improved performance in coming year.

Engineering (MICCO) Division

MICCO is primarily an established contractor in almost all the steel plants of India, doing both EPC and Job contracting work. In the year under review, there had been a limited number of enquiries from major clients in the Steel sector. However, few projects for revamping and upgradation are expected in the coming year.

The performance of your Division has improved when compared to the previous year due to various steps taken viz., rationalization of cost, value engineering etc. It is the foremost EPC contractor in the area of Gasholder and your division has won the prestigious contract to build the 80,000m3 gasholder for Jindal Steel & Power Limited in the year under review.

The proficiency in execution of building, revamping and upgradation of Blast Furnace by your Company is widely acclaimed in Steel sector. In coming years, projects for Blast Furnace upgradation are expected from Steel Plants.

Steel Industry is expected to improve in near future and we expect that most of the steel plants, will take up their expansion and upgradation plan. We are a preferred contractor in steel sector, and hence, anticipate increase in enquiries/orders for Gasholders, Blast Furnace, Mills, Piping & Equipment erection work. This division is expected to do better in the coming year.

Property Division

This Division has reported revenue of Rs. 746.31 lakhs, which is marginally higher compared to previous year. Continuous efforts are being made to increase the occupancy of 'Gillander House'. The property market has not shown any significant signs of recovery during the current year. It has also been observed that huge property banks with all modern amenities are lying idle and this division will face severe competition in the coming year. Your directors are hopeful that the division will maintain its performance during the ensuing year. As already reported, this division religiously follows fire safety policy and conducts fire safety drills at regular intervals.

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, Cost Auditors and Internal Auditors are also invited at the Meetings of the Audit Committee, as and when required. Corrective measures suggested at the Audit Committee Meetings 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

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 diligence and independent judgment.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements for the financial year ended on 31st March, 2018, 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

Gillanders Holdings (Mauritius) Limited, Mauritius, the Direct Foreign Subsidiary, reported a profit before tax of Rs. 66.24 lakhs, against Rs. 95.01 lakhs, 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, 2018, Group Developments Limited, Malawi (GDL), a step down Foreign Subsidiary, has reported a profit of Rs. 702.00 lakhs, against a reported loss of Rs. 305.07 lakhs for the previous year.

GDL has three wholly owned Subsidiaries located at Malawi viz., Naming'omba Tea Estates Limited, Mafisi 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.

Tea production of GDL for the year under review was 2.40 Million kgs, compared to last year's production of 2.07 million kgs. The Tea price realization during the period was also higher than the previous year.

During the year, Macadamia (N I H) production of GDL was 1.87 million kgs against last year's production of 1.31 million kgs.

During the year under review, your Company did not have any 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, 2018 an amount of Rs. 4,651.04 lakhs was outstanding as fixed deposits received from the public and Shareholders of your Company. Matured fixed deposits amounting to Rs. 3.64 lakhs remained unclaimed and outstanding as on 31st March, 2018.

DIRECTORS

Smt. Prabhawati Devi Kothari (DIN 00051860) will retire in the ensuing 84th Annual General Meeting, and being eligible, offers herself, for re-appointment. The Board of Directors recommends her re-appointment.

The Company has received declarations from Dr. H. P. Kanoria (DIN 00286685), Mr. H. M. Parekh (DIN 00026530),

Mr. N. Pachisia (DIN 00233768) and Mr. Arvind Baheti (DIN 0008094824), Independent Directors of the Company, that they meet the criteria of Independence, as prescribed both under the Act and SEBI Listing Regulations.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 28th March, 2018, had:

(i) Appointed Mr. Mahesh Sodhani as an Additional Director (Wholetime) and designated him as 'Managing Director' for a term of 3 years with effect from 1st April, 2018, subject to the approval of the members of the Company at the ensuing 84th Annual General Meeting;

(ii) Appointed Mr. Manoj Sodhani as an Additional Director (Wholetime) and designated him as 'Executive Director & CEO' for a term of 3 years with effect from 1st April, 2018, subject to the approval of the members of the Company at the ensuing 84th Annual General Meeting;

(iii) Appointed Mr. Arvind Baheti as an Additional Director (Independent) with immediate effect for a term of 5 years, subject to the approval of the members of the Company at the ensuing 84th Annual General Meeting; and

(iv) Approved the resignation of Mr. D. K. Sharda as 'Managing Director & CEO' of the Company with effect from close of business hours on 31st March, 2018.

Your Directors wish to place their sincere appreciation for the contribution made by Mr. D. K. Sharda during his tenure as Managing Director & CEO of the Company. Your Board also recommends the appointment of:

(i) Mr. Mahesh Sodhani as a Director, designated as 'Managing Director' for a term of 3 (three) years with effect from 1st April, 2018;

(ii) Mr. Manoj Sodhani as a Director (Wholetime), designated as 'Executive Director & CEO' for a term of 3 (three) years with effect from 1st April, 2018;

(iii) Mr. Arvind Baheti as an Independent Director for term of 5 (five) consecutive years. The aforesaid appointments would be beneficial to the Company.

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 be accessed on the website of the Company at the link: http://www.gillandersarbuthnot.com/ pdf/policv/Familiarization%20Programme%20for%20lndependent%20Director.pdf

DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended on 31st March, 2018, 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, 2018 and of the loss of the Company for the year ended on that date;

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 as 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, Practising 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.

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/policv/Related%20Partv%20Transaction%20Policv.pdf

Your Directors draw attention of the Members to Note No. 47 to the standalone financial statements which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY

Your Company tries to address the needs of people by taking sustainable initiatives in the areas of promoting education, health care and setting up of homes and hostels for women and orphans.

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/policv/Corporate%20Social%20Responsibilitv%20Policv.pdf

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.

AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, at the 81st Annual General Meeting (AGM) of the Company, Messrs Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E) was re-appointed as the Statutory Auditor of the Company for a term of 5 (Five) consecutive years up to the conclusion of the 86th AGM of the Company to be held in the calendar year 2020.

Pursuant to Section 139 of the Companies Act, 2013, at the 80th AGM of the Company, Messrs Dutta Ghosh & Associates, Chartered Accountants (Firm Registration No. 309088E) was re-appointed as Branch Auditors of the GIS Cotton Mill (unit of Textile Division) of the Company for a term of 4 (Four) consecutive years, upto the conclusion of the ensuing 84th AGM of the Company scheduled to be held on 30th July, 2018.

Pursuant to Section 139 of the Companies Act, 2013, at the 83rd AGM of the Company, held on 1st September, 2017, M/s. Kothari & Company, Chartered Accountants, (Firm Registration-309088E), was re-appointed as Branch Auditor of the Engineering (MICCO) Division of the Company, for a term of 5 (Five) consecutive years upto the conclusion of the 88th AGM of the Company to be held in the calendar year 2022.

Your Directors do not recommend appointment of any Branch Auditor for GIS Cotton Mill unit, on conclusion of the tenure of Messrs Dutta Ghosh & Associates, Chartered Accountants, as the financial results of the said Unit will be audited by Messrs Singhi & Co., Chartered Accountants, Statutory Auditor of the Company.

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 ending on 31st March, 2019
1	Tea	M/s. B. Ray & Associates
2	Textile	M/s. D. Sabyasachi & Co.
3	Engineering (MICCO)	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, 2019, is appearing in the Notice convening the 84th AGM of the Company.

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, 2018. The Secretarial Audit Report for the financial year ended on 31st March, 2018 is annexed herewith and marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification / adverse remark / observation.

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, Mr. N. Pachisia and Mr. Arvind Baheti, 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. Mahesh Sodhani 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/policv/Whistle%20Blower%20

Policv.pdf.Your Board affirms that no person has been denied access to the Chairman of the Audit Committee. Meetings of the Board

Six 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, the Company has not given any loan, guarantee or security. However, the Company has invested an amount of USD 4,00,000 (United States Dollar Four Lakhs) by subscribing to the fully paid up Equity Shares of USD 1 each, at par, of Gillanders Holdings (Mauritius) 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) Rules, 2014. 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 terms 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 terms 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, 2018. 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 no case was filed pursuant to 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.

Â	For and on behalf of the Board
Place: Kolkata	A. K. Kothari
Date: 30th May, 2018	Chairman

Annexure I

Annual Report on Corporate Social Responsibility (CSR) activities for the financial year ended on 31st March, 2018

1	A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.	CSR Policy of the Company has been framed in accordance with the provisions of the Companies Act, 2013 and Rules framed therein and the activities are undertaken as per Schedule VII of the said Act. For details please refer to the section 'Other Board Committees' of the Corporate Governance Report. The Company undertakes projects or programs in promotion of education, healthcare and setting up homes and hostels for women and orphans. The web link for the CSR Policy is http://www.aillandersarbuthnot.com/pdf/policv/Corporate%20
1		Social%20Responsibilitv%20Policv.pdf
2	The Composition of the CSR Committee.	Mr. H. M. Parekh- Chairman (Independent Director) Smt. P. D. Kothari (Non- Executive Promoter Director) Mr. N. Pachisia (Independent Director)
3	Average net profit of the Company for last three financial years.	Rs. (131 6.62) Lakhs
4	Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)	NIL Since the average net profits made by the Company during the 3 immediately preceding financial years (as stated in item 3 above) is negative, the Company did not spend any amount in CSR activities for the financial year 2017-2018.
5	Details of CSR spent during the financial year-(1) Total amount to be spent for the financial year: (2) Amount unspent , if any: (3) Manner in which the amount spent during the financial year :	No amount spent for reasons stated in Point No. 4 above.

Manoj Sodhani	Mahesh Sodhani	H.M. Parekh
Executive Director & CEO	Managing Director	Chairman-CSR Committee
Place: Kolkata	Â	Â
Date: 30th May, 2018	Â	Â

Annexure II

Form No. MR-3

SECRETARIAL AUDIT REPORT

For the Financial Year Ended 31st March, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014.

To,

The Members,

Gillanders Arbuthnot and Company Limited

C-4, Gillander House, Netaji Subhas Road,

Kolkata - 700001

1. We have conducted the secretarial audit of Gillanders Arbuthnot and Company Limited having its registered office at C-4, Gillander House, Netaji Subhas Road, Kolkata - 700001 and having CIN L51909WB1935PLC008194 (hereinafter called "The Company"), for the financial year ended on 31st March, 2018 ("the period under review"). The aforesaid Secretarial Audit has been conducted pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with the Guidance Note on Secretarial Audit (Release-1.2) of The Institute of Company Secretaries of India, in a manner that provided us a reasonable basis for evaluating the corporate conduct and the process of statutory compliances under various statutes, rules, regulations, guidelines, as indicated here in below in the instant report and as such expressing my opinion thereon.

2. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 has complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner, and subject to the reporting made hereinafter.

3. We have examined the secretarial compliance based on the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 and as shown to us during our audit, according to the provisions of the following laws:

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

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made thereunder;

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

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992' (SEBI Act')

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

e. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

f. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

g. We further report that after considering the compliance system prevailing in the Company, and after carrying out test checks of the relevant records and documents maintained by the Company, we found that it has complied the other Laws applicable to the company viz.:-

(i) The Factories Act, 1948;

(ii) The Food Safety and Standards Act, 2006 and Food Safety and Standard Rules, 2011;

(iii) The Tea Act, 1953 and rules thereunder;

(iv) The Tea Waste (Control) Order, 1959;

(v) The Plantations Labour Act, 1951;

(vi) Air (Prevention and Control of Pollution) Act, 1981 and Water (Preservation and Control of Pollution) Act, 1974;

(vi) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') were not applicable to the Company during the period under review:-

a. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

b. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.

4. We have also examined compliances with applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India.

5. The compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same is subject to review by statutory financial audit and other designated professionals.

6. We further report to the best of our understanding that,

(i) The Board of Directors of the Company is duly constituted as per the provision of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the time being. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

(ii) Adequate notice is given to all Directors for the Board and Committee Meetings. Agenda and notes on agenda were sent in advance, and further information and clarifications on the agenda items were provided for meaningful participation at the meeting.

(iii) All decisions at Board Meetings and Committee Meetings are carried out unanimously, as recorded in the minutes of the Meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that during the year under audit:

1. The Company had applied for Voluntary Delisting of the Equity (Ordinary) Shares of the Company from The Calcutta Stock Exchange Limited in compliance with Regulation 6(a) of the SEBI (Delisting of Equity Shares) Regulations, 2009. The Calcutta Stock Exchange Limited vide their letter Ref No. CSE/LD/14143/2018 dated 8th March, 2018 has confirmed the Voluntary Delisting of the Equity (Ordinary) Shares of the Company with effect from 9th March, 2018;

2. The Company has invested an amount of USD 4,00,000 (United States Four Lakhs dollars only) by subscribing to 4,00,000 numbers of fully paid up equity shares of USD 1 each, at par, of Gillanders Holdings (Mauritius) Limited, a Wholly Owned Foreign Subsidiary.

3. The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, at their meeting held on 28th March, 2018, had:

(a) Appointed Mr. Mahesh Sodhani as an Additional Director (Executive) and designated him as Managing Director fora term of 3 years with effect from 1st April, 2018, subject to the approval of the members of the Company at the ensuing 84th Annual General Meeting;

(b) Appointed Mr. Manoj Sodhani as an Additional Director (Executive) and designated him as Executive Director & CEO for a term of 3 years with effect from 1st April, 2018, subject to the approval of the members of the Company at the ensuing 84th Annual General Meeting;

(c) Appointed Mr.Arvind Bahetias an Additional Director (Independent) with immediate effect for a term of 5 years, subject to the approval of the members of the Company at the ensuing 84th Annual General Meeting; and

(d) Approved the resignation of Mr. D. K. Sharda as 'Managing Director & CEO' of the Company with effect from close of business hours on 31st March, 2018.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitorand ensure compliance with applicable Laws, Rules, Regulations and Guidelines.

We further report that the compliance of all the applicable provisions of the Companies Act, 2013 and other laws is the responsibility of the management. We have relied on the representation made by the Company and its Officers for systems and mechanism set-up by the Company for compliance under applicable laws. Our examination, on a test-check basis, was limited to procedures followed by the Company for ensuring the compliance with the said provisions. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted its affairs. We further state that this is neither an audit nor an expression of opinion on the financial activities / statements of the Company.

Â	K. C. Dhanuka
Â	K. C. Dhanuka & Co.
Place: Kolkata	Company Secretaries
Date: 30th May, 2018	FCS - 2204, C. P. No. -1247

Annexure III

NOMINATION AND REMUNERATION POLICY

I. PREAMBLE

The Board of Directors of Gillanders Arbuthnot and Company Limited ("the Company") had approved and adopted the Nomination and Remuneration Policy at its meeting held on 13th November, 2014. The Securities and Exchange Board of India ("SEBI") vide its Notification dated 2nd September, 2015, has issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Regulations"). In order to align with the Regulations, the said Policy is being suitably modified / altered.

II. OBJECTIVE

The Nomination and Remuneration Committee and this Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of the Regulations. The Key Objectives of the Committee would be:

a. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b. To evaluate the performance of the Members of the Board and provide necessary report to the Board for further evaluation of the Board.

c. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

d. To provide to Key Managerial Personnel and Senior Management Personnel reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

e. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

f. To devise a policy on Board diversity.

g. To develop a succession plan for the Board and to regularly review the plan.

III. DEFINITIONS

a. "Act" means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

b. "Board" means Board of Directors of the Company.

c. "Key Managerial Personnel" (KMP) means as defined under according to Section 2(51) of the Companies Act, 2013.

d. "Senior Management" means Senior Management Personnel of the Company who are 'one level below the Key Managerial Personnel'.

e. "Independent Director" means as defined under Regulation 16(1) (b) of the Regulations and under Section 149(6) of the Companies Act, 2013.

IV. ROLE OF COMMITTEE 1. Matters to be dealt:-

The Committee shall:

i. Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

ii. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial Personnel and Senior Management Personnel positions in accordance with the criteria laid down in this policy.

iii. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel, iv. Device a Policy on Diversity of Board of Directors.

2. Policy for appointment and removal

a. Appointment

i. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management Personnel level and recommend to the Board his / her appointment.

ii. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

iii. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of Shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

b. Term / Tenure

i. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

ii. Independent Director:

â¢ An Independent Director shall hold off ice for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

â¢ No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

â¢ At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act and Regulation 25(1) of the Regulations, from time to time.

c. Evaluation Criteria for Directors

Performance evaluation is a key mean by which Board can recognize and correct corporate governance issues and add real value to the Company. The Board determines and discusses the reasons for governance failures and how Board evaluations can help prevent them from occurring. All Board Members are to participate in the evaluation and are encouraged to further discuss and refine their views during meetings. The following criteria are to be followed for reviewing the Directors' performance:-

a. Accomplishment of the organization's mission, objectives and strategic results for which the Executive Director(s) is responsible.

b. Ensuring that the Board is well informed on issues affecting the continuing relevance of the mission and the performance and reputation of the Company.

c. Adequacy of processes which monitor business performance, Board Member interaction with management, adequacy of Board knowledge, adequacy of business strategy, Board being informed, evaluation process for Executives and Directors.

d. Appropriateness of balance and mix of skills, size of Board, contribution of individual Board Members, adequacy of performance feedback to Board Members, adequacy of procedures dealing with inadequate performance by a Board Member.

e. Board's effectiveness in use of time, whether Board allowed sufficient opportunity to adequately assess management performance, Board's ability to keep abreast of developments in the wider environment which may affect adequacy of meeting, frequency and duration.

f. Working relationship between Chairman and Managing Director & Chief Executive Officer, segregation of duties between Board and Management, ability of Directors to express views to each other and to management in a constructive manner, adequacy of Board discussions and management of divergent views.

The evaluation will take place annually as per the requirement of law and Regulation 19 of the Regulations The Board may undertake more frequent evaluations, if warranted. The performance evaluation will typically address activities, events and accomplishments that took place during the most recently completed fiscal year.

d. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and Regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, Rules and Regulations.

e. Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

3. Policy relating to the Remuneration

a. Remuneration to Chairman, Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

i. Fixed pay: The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

ii. Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.

iii. Provisions for excess Remuneration: If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

b. Remuneration to Non- Executive / Independent Director:

i. Remuneration: The remuneration / commission shall be fixed as per the terms and conditions mentioned in the Articles of Association of the Company and the Act.

ii. Sitting Fees: The Non- Executive / Independent Director shall receive remuneration by way of fees for attending meetings of Board or Committee thereof, as may be decided by the Board, from time to time. Provided that the amount of such fees shall not exceed Rupees One Lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

iii. Commission: Commission may be paid within the monetary limit approved by Shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Act. 'Differential Commission may be paid to Non - Executive / Independent Directors based on their participation, contribution and active role in the Board and strategic matters of the Company.'

iv. Stock Options: An Independent Director shall not be entitled to any stock option of the Company.

V. MEMBERSHIP

a. The Committee shall consist of a minimum three (3) Non-Executive Directors, majority of them being Independent.

b. Minimum two (2) Members, one of which must be an Independent Director, shall constitute a quorum for the Committee Meeting.

c. Membership of the Committee shall be disclosed in the Annual Report.

d. Term of the Committee shall be continued unless terminated by the Board of Directors.

VI. CHAIRPERSON

a. Chairperson of the Committee shall be an Independent Director.

b. Chairperson of the Company may be appointed as a Member of the Committee but shall not be a Chairman of the Committee.

c. In the absence of the Chairperson, the Members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.

d. Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other Member to answer the Shareholders' queries.

VII. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such intervals as may be required. However, at least one meeting should be held in a financial year.

VIM. COMMITTEE MEMBERS' INTERESTS

a. A Member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b. The Committee may invite such Executives, as it considers appropriate, to be present at the meetings of the Committee.

IX. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

X. VOTING

a. Matters arising for determination at Committee Meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b. In the case of equality of votes, the Chairman of the meeting will have a casting vote.

XI. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

a. Ensuring that there is an appropriate induction process in place for new Directors, KMPs and Members of Senior Management Personnel and reviewing its effectiveness.

b. Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act.

c. Identifying and recommending Directors who are to be put forward for retirement by rotation.

d. Determining the appropriate size, diversity and composition of the Board.

e. Setting a formal and transparent procedure for selecting new Directors for appointment to the Board.

f. Developing a succession plan for the Board, KMP and Senior Management Personnel and regularly reviewing the plan.

g. Evaluating the performance of the Board Members, KMP and Senior Management Personnel in the context of the Company's performance from business and compliance perspective.

h. Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

i. Delegating any of its powers to one or more of its Members of the Committee.

j. Recommend necessary changes to the Board.

k. Consider any other matters, as may be requested by the Board.

XII. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

a. To consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate Members of the Board, KMP and Senior Management Personnel and such other factors as the Committee shall deem appropriate all elements of the remuneration of the Members of the Board.

b. To approve the remuneration of the Senior Management Personnel including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

c. To delegate any of its powers to one or more of its Members of the Committee.

d. To consider any other matters as may be requested by the Board.

e. To consider matters relating to Directors & Officers Insurance Policy.

XIII. MINUTES OF THE COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committee within 30 days from the date of the meeting. Minutes of the Committee Meetings will be tabled at the subsequent Board and Committee Meeting.

XIV. AMENDMENT(S) / MODIFICATION(S)

The Nomination and Remuneration Committee will review and may amend / modify this Policy from time to time.

Â	For and on behalf of the Board
Place: Kolkata	A. K. Kothari
Date: 30th May, 2018	Chairman

Annexure IV

Information as per Clause(m) of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and forming part of the Directors' Report for the year ended on 31st March, 2018.

A. CONSERVATION OF ENERGY

i) Steps taken or impact on Conservation of Energy

The Company accords great importance to conservation of energy. The Company has taken the following steps:

a) Conventional tube lights and vapour lamp are being replaced by the energy efficient LED lights.

b) Old Motors are replaced with new Ultra High efficiency motors to save energy.

c) Timely replacement of power capacitor and equipment for achieving ideal power factor.

d) Installation of Rain water harvesting system to reduce pumping of ground water, hence, reducing power consumption.

e) Conversion to Inverter drives from Variator drive.

f) Efficient utilization of compressed air.

g) ETP processed water being reused in cooling tower, thereby, reducing extraction of water. h) Direct coupling is being done in machines.

i) Energy saving impellers installed. ii) Steps taken by the Company for utilizing alternate sources of energy

a) Risk Husk is used in Captive Power plant at our Textile Unit at Akbarpur. Natural Gases are used at various Tea Estates, wherever possible.

b) Jute caddies is used in Thermax Boiler and unusable dropping waste of cotton are used as boiler fuel. iii) Capital Investment on energy conservation equipments

Investments have been made for purchase of LED lights, Energy efficient heaters, Gas Burner, VFBD driers, etc.

B. TECHNOLOGY ABSORPTION

i) Efforts made towards technology absorption:

a) Installation of latest machines / equipment, viz., i) Murata Automatic Package Winder

ii) Hydro Extractor ii) Mixing Bale Opener iii) Fiber Drier iv) Coal Heater v) Gas Burner

b) In-house seminars, discussions with experts and training programme were held for innovative ideas of production. The concerned staff members are also sponsored to attain various seminars and workshops for updating themselves in various aspect of the functioning of the Company.

c) The Company also uses vermicompost, Bio Humic Spray (BHS) and Indigenous Technical Knowledge (ITK) for improving the organic status of the soil in the Tea Gardens.

ii) Benefits derived like, Product improvement cost reduction, product development or Import substitution;

The efforts have helped in improving the productivity, production of high value added products, conservation of power and energy and overall improvement in the quality of products.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

No technology has been imported by the Company during the last three years. iv) The expenditure incurred on Research and Development

Recurring expenditure of Rs. 21.33 Lakhs was incurred. C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earned and used during the financial year ended on 31st March, 2018:

(Rs. in lakhs)

Foreign exchange earned	10,660.60
Foreign exchange used	1,157.20

Â	For and on behalf of the Board
Place: Kolkata	A. K. Kothari
Date: 30th May, 2018	Chairman

Annexure V

FORM No. MGT9 EXTRACT OF ANNUAL RETURN

As on the Financial Year ended on 31st March, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) Of the Companies (Management and Administration) Rules, 2014]

I REGISTRATION AND OTHER DETAILS:

i.	CIN	L51909WB1935PLC008194
ii.	Registration Date	01.02.1935
iii.	Name of the Company	GILLANDERS ARBUTHNOT AND COMPANY LIMITED
iv	Category/Sub-Category of the Company	PUBLIC COMPANY LIMITED BY SHARES
V.	Address of the Registered office and contact details	C-4, GILLANDER HOUSE,NETAJI SUBHAS ROAD, KOLKATA-700001, INDIA Phone: 033 2230-2331(6 lines) Fax: 033 2230 4185 e-mail: [email protected]
vi.	Whether listed Company	YES
vii	Name, Address and Contact details of Registrar and Transfer Agent, if any	MAHESHWARI DATAMATICS PVT. LTD. 23, R.N. MUKHERJEE ROAD, 5TH FLOOR, KOLKATA-700 001 Phone: 033 2248 2248, 2243 5029, 2243 5809 Fax: 033 2248 4787 e-mail: [email protected]

II	PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10% or more of the total turnover of the Company)	Attachment A
III	PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES	Attachment B
IV	SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)	Â
	i) Category-wise Shareholding	Attachment C
	ii)Shareholding of Promoters	Attachment D
	iii)Change in Promoters' Shareholding	Attachment E
	iv)Shareholding Pattern of top ten Shareholders(other than Directors, Promoters and Holders of GDRs and ADRs)	Attachment F
	v) Shareholding of Directors and Key Managerial Personnel	Attachment G
V	INDEBTEDNESS	Â
V	Indebtedness of the Company including interest outstanding/accrued but due for payment	Attachment H
VI	REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL	Â
	A. Remuneration to Managing Director, Whole-time Directors and/or Manager	Attachment I
	B. Remuneration to other Directors	Attachment J
	C. Remuneration to Key Managerial Personnel other than Managing Director/ Manager/Whole-time Directors	Attachment K
VII	PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES	Attachment L

ATTACHMENT A

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of the Company))

SI. No.	Name and description of main products	NIC code of the product	%-age to total turnover of the Company
1.	Yarn	13111/13114	55.29
2.	Cultivation, Manufacture and Sale of Tea	01271/10791/46306	32.23

ATTACHMENT B

III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of Shares held	Applicable Section
1.	Gillanders Holdings (Mauritius) Limited 6th Floor, Tower A, 1 Cyber City, Ebene, Mauritius	NA	Wholly Owned Foreign Subsidiary	100	2(87)
2.	Group Developments Limited P. 0. Box 2, Thyolo, Malawi	NA	Wholly Owned Foreign Subsidiary	100	2(87)
3.	Naming'omba Tea Estates Limited* P. 0. Box 2, Thyolo, Malawi	NA	Wholly Owned Foreign Subsidiary	100	2(87)
4.	Mafisi Tea Estates Limited* P. 0. Box 2, Thyolo, Malawi	NA	Wholly Owned Foreign Subsidiary	100	2(87)
5.	Group Holdings Limited* P. 0 .Box 2, Thyolo, Malawi	NA	Wholly Owned Foreign Subsidiary	100	2(87)

'The entire shareholding of the Companies listed in Serial nos. 3, 4 and 5 are held by Group Developments Limited

Attachment C

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders	No of Shares held at the beginning of the year [As on 01-April-2017]				No of Shares held at the end of the year [As on 31-March-2018]				% change during the Year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% change during the Year
A. Promoters	Â	Â	Â	Â	Â	Â	Â	Â	Â
(1) Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Individual/ HUF	295394	-	295394	1.3841	295394	-	295394	1.3841	-
b) Central Govt.	-	-	-	-	-	-	-	-	-
c) State Govt(s).	-	-	-	-	-	-	-	-	-
d) Bodies Corp.	14376321	-	14376321	67.3605	14376321	-	14376321	67.3605	-
e) Banks/FIs	-	-	-	-	-	-	-	-	-
f) Any other	-	-	-	-	-	-	-	-	-
Sub-total (A)(1)	14671715	-	14671715	68.7446	14671715	-	14671715	68.7446	-
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â
(2) Foreign	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) NRIs - Individuals	-	-	-	-	-	-	-	-	-
b) Other- Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corp.	-	-	-	-	-	-	-	-	-
d) Banks/FI	-	-	-	-	-	-	-	-	-
e) Any other	-	-	-	-	-	-	-	-	-
Sub-total (A)(2)	-	-	-	-	-	-	-	-	-
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â
Total shareholding of Promoter (A)=(A) (1)+(A)(2)	14671715	Â	14671715	68.7446	14671715	Â	14671715	68.7446	Â
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â
B. Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
1. Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Mutual Funds	300	-	300	0.0014	300	-	300	0.0014	-
b) Banks/FI	3437	65543	68980	0.3232	3437	65494	68931	0.3230	-0.0002
c) Central Govt.	-	7086	7086	0.0332	-	7086	7086	0.0332	-
d) State Govt(s).	-	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies	1187278	-	1187278	5.5630	1187278	-	1187278	5.5630	-
g)Flls	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i) Others (specify)	-	-	-	-	-	-	-	-	-
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â
Sub-total(B)(1)	1191015	72629	1263644	5.9208	1191015	72580	1263595	5.9206	-0.0002

Category of Shareholders	No of Shares held at the beginning of the year [As on 01-April-2017]				No of Shares held at the end of the year [As on 31-March-2018]				% change during the Year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% change during the Year
2. Non-Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Bodies Corp.	Â	Â	Â	Â	Â	Â	Â	Â	Â
i) Indian	695561	39340	734901	3.4434	764294	33475	797769	3.7380	0.2946
ii) Overseas	-	-	-	-	-	-	-	-	-
b) Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	2535602	606430	3142032	14.7221	2293289	421096	2714385	12.7183	-2.0038
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	1290299	46866	1337165	6.2653	1449618	46866	1496484	7.0118	0.7465
c) Others (specify)	Â	Â	Â	Â	Â	Â	Â	Â	Â
Non Resident Indians	93101	32879	125980	0.5903	82848	9959	92807	0.4348	-0.1555
Qualified Foreign Investor	-	-	-	-	-	-	-	-	-
Custodian of Enemy Property	-	-	-	-	-	-	-	-	-
Foreign Nationals	-	-	-	-	-	-	-	-	-
Clearing Members	61053	-	61053	0.2861	88090	-	88090	0.4127	0.1266
Trusts	3823	-	3823	0.0179	3823	-	3823	0.0179	-
Foreign Bodies-D R	-	-	-	-	-	-	-	-	-
Foreign Portfolio Investors	-	-	-	-	-	-	-	-	-
NBFCs registered with RBI	2033	-	2033	0.0095	-	-	-	-	-0.0095
Employee Trusts	-	-	-	-	-	-	-	-	-
Domestic Corporate Unclaimed Shares Account	-	-	-	-	-	-	-	-	-
Investor Education and Protection Fund Authority	-	-	-	0.0000	213678	-	213678	1.0012	1.0012
Sub-total(B)(2)	4681472	725515	5406987	25.3346	4895640	511396	5407036	25.3347	0.0001
Total Public Shareholding (B)=(B) (1)+ (B)(2)	5872487	798144	6670631	31.2554	6086655	583976	6670631	31.2554	-0.0001
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grand Total (A+B+C)	20544202	798144	21342346	100.00	20758370	583976	21342346	100.00	0.0000

Attachment D

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

ii) Shareholding of Promoters

SI. No.	Shareholder's Name	Shareholding at the beginning of the Year [As on 01-April-2017]			Shareholding at the end of the Year [As on 31-March-2018]			% change in shareholding during the Year
Â	Â	No. of Shares	% of total Shares of the Company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total shares	% change in shareholding during the Year
1	KOTHARI PHYTOCHEMICALS AND INDUSTRIES LIMITED	5501078	25.7754	0.0000	5501078	25.7754	0.0000	0.0000
2	KOTHARI INVESTMENT & INDUSTRIES PRIVATE LIMITED	2253748	10.5600	0.0000	2253748	10.5600	0.0000	0.0000
3	VISHNUHARI INVESTMENTS & PROPERTIES LIMITED	1707291	7.9995	0.0000	1707291	7.9995	0.0000	0.0000
4	M. D. KOTHARI & COMPANY LIMITED	1521868	7.1307	0.0000	1521868	7.1307	0.0000	0.0000
5	KOTHARI & COMPANY PRIVATE LIMITED	1426199	6.6825	0.0000	1426199	6.6825	0.0000	0.0000
6	COMMERCIAL HOUSE PRIVATE LIMITED	1368212	6.4108	0.0000	1368212	6.4108	0.0000	0.0000
7	BHAKTWATSAL INVESTMENTS LIMITED	498498	2.3357	0.0000	498498	2.3357	0.0000	0.0000
8	ARUN KUMAR KOTHARI	108472	0.5082	0.0000	108472	0.5082	0.0000	0.0000
9	SATYAM FINANCIAL SERVICES LIMITED	88177	0.4132	0.0000	88177	0.4132	0.0000	0.0000
10	ARUN KUMAR KOTHARI (HUF)	75741	0.3549	0.0000	75741	0.3549	0.0000	0.0000
11	PRABHAWATI DEVI KOTHARI	67875	0.3180	0.0000	67875	0.3180	0.0000	0.0000
12	ANAND VARDHAN KOTHARI	43306	0.2029	0.0000	43306	0.2029	0.0000	0.0000
13	KOTHARI CAPITAL AND SECURITIES PRIVATE LIMITED	11250	0.0527	0.0000	11250	0.0527	0.0000	0.0000
Â	TOTAL	14671715	68.7446	0.0000	14671715	68.7446	0.0000	0.0000

Attachment E

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

iii) Change in Promoters' Shareholding (please specify, if there is no change)

SI. No.	For Each of the Top 10 Shareholders	Shareholding at the beginning [As on 01st-April-2017]/ end of the year [As on 31st-March-2018]		Date	Increase/ decrease in Shareholding	Reason	Cumulative Shareholding during the year As on 01st-April-2017 to 31st-March-2018]
Â	Name	No. of Shares	% of total Shares of the Company	Date	Increase/ decrease in Shareholding	Reason	No. of Shares	% of total Shares of the Company
1.	BHAKTWATSAL INVESTMENTS LIMITED
Â	Â	498498	2.3357	01/04/2017	No Change during the year		Â	Â
Â	Â	498498	2.3357	31/03/2018	No Change during the year		498498	2.3357
2	COMMERCIAL HOUSE PRIVATE LIMITED
Â	Â	1368212	6.4108	01/04/2017	No Change during the year		Â	Â
Â	Â	1368212	6.4108	31/03/2018	No Change during the year		1368212	6.4108
3	KOTHARI CAPITAL AND SECURITIES PRIVATE LIMITED
Â	Â	11250	0.0527	01/04/2017	No Change during the year		Â	Â
Â	Â	11250	0.0527	31/03/2018	No Change during the year		11250	0.0527
4	KOTHARI PHYTOCHEMICALS AND INDUSTRIES LIMITED
Â	Â	5501078	25.7754	01/04/2017	No Change during the year		Â	Â
Â	Â	5501078	25.7754	31/03/2018	No Change during the year		5501078	25.7754
5	KOTHARI & COMPANY PRIVATE LIMITED
Â	Â	1426199	6.6825	01/04/2017	No Change during the year		Â	Â
Â	Â	1426199	6.6825	31/03/2018	No Change during the year		1426199	6.6825
6	VISHNUHARI INVESTMENTS & PROPERTIES LIMITED
Â	Â	1707291	7.9995	01/04/2017	No Change during the year		Â	Â
Â	Â	1707291	7.9995	31/03/2018	No Change during the year		1707291	7.9995
7	KOTHARI INVESTMENT & INDUSTRIES PRIVATE LIMITED
Â	Â	2253748	10.5600	01/04/2017	No Change during the year		Â	Â
Â	Â	2253748	10.5600	31/03/2018	No Change during the year		2253748	10.5600
8	M.D. KOTHARI & COMPANY LIMITED
Â	Â	1521868	7.1307	01/04/2017	No Change during the year		Â	Â
Â	Â	1521868	7.1307	31/03/2018	No Change during the year		1521868	7.1307
9	SATYAM FINANCIAL SERVICES LIMITED
Â	Â	88177	0.4132	01/04/2017	No Change during the year		Â	Â
Â	Â	88177	0.4132	31/03/2018	No Change during the year		88177	0.4132
10	ARUN KUMAR KOTHARI (HUF)
Â	Â	75741	0.3549	01/04/2017	No Change during the year		Â	Â
Â	Â	75741	0.3549	31/03/2018	No Change during the year		75741	0.3549
11	ARUN KUMAR KOTHARI
Â	Â	108472	0.5082	01/04/2017	No Change during the year		Â	Â
Â	Â	108472	0.5082	31/03/2018	No Change during the year		108472	0.5082
12	PRABHAWATI DEVI KOTHARI
Â	Â	67875	0.3180	01/04/2017	No Change during the year		Â	Â
Â	Â	67875	0.3180	31/03/2018	No Change during the year		67875	0.3180
13	ANAND VARDHAN KOTHARI
Â	Â	43306	0.2029	01/04/2017	No Change during the year		Â	Â
Â	Â	43306	0.2029	31/03/2018	No Change during the year		43306	0.2029

Attachment F

IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

SI. No.	For Each of the Top 10 Shareholders	Shareholding at the beginning [As on 01st -April-2017] / end of the year [As on 31st -March-2018]		Date	Increase/ decrease in Shareholding	Reason	Cumulative Shareholding during the year As on 01st -April-2017 to 31st-March-2018]
Â	Name	No. of Shares	% of total Shares of the Company	Date	Increase/ decrease in Shareholding	Reason	No. of Shares	% of total Shares of the Company
1.	BONANZA PORTFOLIO LTD.*
Â	Â	77245	0.3619	01/04/2017	Â	Â	Â	Â
Â	Â	Â	Â	07/04/2017	-9305	Sale	67940	0.3183
Â	Â	Â	Â	14/04/2017	-53383	Sale	14557	0.0682
Â	Â	Â	Â	21/04/2017	50	Purchase	14607	0.0684
Â	Â	Â	Â	28/04/2017	175	Purchase	14782	0.0693
Â	Â	Â	Â	12/05/2017	-10607	Sale	4175	0.0196
Â	Â	Â	Â	19/05/2017	187	Purchase	4362	0.0204
Â	Â	Â	Â	09/06/2017	4386	Purchase	8748	0.0410
Â	Â	Â	Â	16/06/2017	4153	Purchase	12901	0.0604
Â	Â	Â	Â	23/06/2017	220	Purchase	13121	0.0615
Â	Â	Â	Â	30/06/2017	6778	Purchase	19899	0.0932
Â	Â	Â	Â	07/07/2017	2382	Purchase	22281	0.1044
Â	Â	Â	Â	14/07/2017	4276	Purchase	26557	0.1244
Â	Â	Â	Â	21/07/2017	1048	Purchase	27605	0.1293
Â	Â	Â	Â	28/07/2017	-1359	Sale	26246	0.1230
Â	Â	Â	Â	04/08/2017	-2154	Sale	24092	0.1129
Â	Â	Â	Â	11/08/2017	2327	Purchase	26419	0.1238
Â	Â	Â	Â	18/08/2017	455	Purchase	26874	0.1259
Â	Â	Â	Â	25/08/2017	-2261	Sale	24613	0.1153
Â	Â	Â	Â	01/09/2017	1003	Purchase	25616	0.1200
Â	Â	Â	Â	08/09/2017	290	Purchase	25906	0.1214
Â	Â	Â	Â	15/09/2017	-411	Sale	25495	0.1195
Â	Â	Â	Â	22/09/2017	-372	Sale	25123	0.1177
Â	Â	Â	Â	30/09/2017	-387	Sale	24736	0.1159
Â	Â	Â	Â	06/10/2017	99	Purchase	24835	0.1164
Â	Â	Â	Â	13/10/2017	-755	Sale	24080	0.1128
Â	Â	Â	Â	20/10/2017	710	Purchase	24790	0.1162
Â	Â	Â	Â	27/10/2017	-2806	Sale	21984	0.1030
Â	Â	Â	Â	03/11/2017	4949	Purchase	26933	0.1262
Â	Â	Â	Â	10/11/2017	-915	Sale	26018	0.1219
Â	Â	Â	Â	17/11/2017	233	Purchase	26251	0.1230
Â	Â	Â	Â	24/11/2017	-12708	Sale	13543	0.0634
Â	Â	Â	Â	01/12/2017	-3968	Sale	9575	0.0449
Â	Â	Â	Â	08/12/2017	2298	Purchase	11873	0.0556
Â	Â	Â	Â	15/12/2017	1715	Purchase	13588	0.0637
Â	Â	Â	Â	22/12/2017	-280	Sale	13308	0.0624
Â	Â	Â	Â	29/12/2017	-1000	Sale	12308	0.0577
Â	Â	Â	Â	05/01/2018	625	Purchase	12933	0.0606
Â	Â	Â	Â	12/01/2018	25	Purchase	12958	0.0607
Â	Â	Â	Â	19/01/2018	-1474	Sale	11484	0.0538
Â	Â	Â	Â	26/01/2018	25	Purchase	11509	0.0539
Â	Â	Â	Â	02/02/2018	175	Purchase	11684	0.0547
Â	Â	Â	Â	09/02/2018	1023	Purchase	12707	0.0595
Â	Â	Â	Â	16/02/2018	-85	Sale	12622	0.0591

SI. No.	For Each of the Top 10 Shareholders	Shareholding at the beginning [As on 01st -April-2017] / end of the year [As on 31st -March-2018]			Date	Increase/ decrease in Shareholding	Reason	Cumulative Shareholding during the year As on 01st -April-2017 to 31st-March-2018]
Â	Name	No. of Shares		% of total Shares of the Company	Date	Increase/ decrease in Shareholding	Â	No. of Shares	% of total Shares of the Company
Â	Â	Â		Â	23/02/2018	47	Purchase	12669	0.0594
Â	Â	Â		Â	02/03/2018	-444	Sale	12225	0.0573
Â	Â	Â		Â	09/03/2018	350	Purchase	12575	0.0589
Â	Â	Â		Â	16/03/2018	161	Purchase	12736	0.0597
Â	Â	Â		Â	23/03/2018	972	Purchase	13708	0.0642
Â	Â	Â		Â	30/03/2018	-500	Sale	13208	0.0619
Â	Â	13208		0.0619	31/03/2018	Â	Â	13208	0.0619
2.	JAMSON SECURITIES PVT. LTD.
Â	Â		105704	0.4953	01/04/2017	Â	Â	Â	Â
Â	Â		Â	Â	12/05/2017	500	Purchase	106204	0.4976
Â	Â		Â	Â	19/05/2017	-500	Sale	105704	0.4953
Â	Â		105704	0.4953	31/03/2018	Â	Â	105704	0.4953
3.	KUNVARJI FINANCE PVT. LTD.
Â	Â		0	0.0000	1/04/2017	Â	Â	Â	Â
Â	Â		Â	Â	01/12/2017	30000	Purchase	30000	0.1406
Â	Â		Â	Â	08/12/2017	30000	Purchase	60000	0.2811
Â	Â		Â	Â	22/12/2017	-60000	Sale	0	0.0000
Â	Â		0	0.0000	31/03/2018	Â	Â	0	0.0000
Â	Â		Â	Â	Â	Â	Â	Â	Â
4.	KUVARJI FINSTOCK PRIVATE LIMITED
Â	Â		0	0.0000	01/042017	Â	Â	Â	Â
Â	Â		Â	Â	24/11/2017	31530	Purchase	31530	0.1477
Â	Â		Â	Â	01/12/2017	21969	Purchase	53499	0.2507
Â	Â		Â	Â	08/12/2017	-53499	Sale	0	0.0000
Â	Â		Â	Â	22/12/2017	60000	Purchase	60000	0.2811
Â	Â		Â	Â	26/01/2018	-60000	Sale	0	0.0000
Â	Â		Â	Â	02/02/2018	60000	Purchase	60000	0.2811
Â	Â		Â	Â	09/02/2018	-40000	Sale	20000	0.0937
Â	Â		20000	0.0937	31/03/2018	Â	Â	20000	0.0937
5.	LIFE INSURANCE CORPORATION OF INDIA
Â	Â		1187278	5.5630	01/04/2017	No Change during the year		Â	Â
Â	Â		1187278	5.5630	31/03/2018	No Change during the year		1187278	5.5630
6.	RAVIRAJ DEVELOPERS LIMITED*
Â	Â	55170		0.2585	1/04/2017	Â	Â	Â
Â	Â	Â		Â	21/04/2017	-2748	Sale	52422	0.2456
Â	Â	Â		Â	28/04/2017	-13925	Sale	38497	0.1804
Â	Â	Â		Â	12/5/2017	1200C	Purchase	50497	0.2366
Â	Â	Â		Â	28/07/2017	150C	Purchase	51997	0.2436
Â	Â	Â		Â	1/12/2017	-14118	Sale	37879	0.1775
Â	Â	Â		Â	8/12/2017	-7724	Sale	30155	0.1413
Â	Â	Â		Â	15/12/2017	-42C	Sale	29735	0.1393
Â	Â	Â		Â	22/12/2017	-300C	Sale	26735	0.1253
Â	Â	Â		Â	19/01/2018	2159	Purchase	28894	0.1354
Â	Â	Â		Â	23/02/2018	24180	Purchase	53074	0.2487
Â	Â	53074		0.2487	31/03/2018	Â	Â	53074	0.2487
7.	ATRUN FISCAL PVT. LTD.
Â	Â	44757		0.2097	01/04/2017	Â	Â	Â	Â
Â	Â	Â		Â	12/05/2017	50C	Purchase	45257	0.2121
Â	Â	Â		Â	24/11/2017	-1200C	Sale	33257	0.1558
Â	Â	33257		0.1558	31/03/2018	Â	Â	33257	0.1558

SI. No.	For Each of the Top 10 Shareholders	Shareholding at the beginning [As on 01st -April-2017] / end of the year [As on 31st -March-2018]		Date	Increase/ decrease in Shareholding	Reason	Cumulative Shareholding during the year As on 01st -April-2017 to 31st-March-2018]
Â	Name	No. of Shares	% of total Shares of the Company	Date	Increase/ decrease in Shareholding	Reason	No. of Shares	% of total Shares of the Company
8.	IL AND FS SECURITIES SERVICES LIMITED
Â	Â	0	0.0000	1/04/2017	Â	Â	Â	Â
Â	Â	Â	Â	07/07/2017	150	Purchase	150	0.0007
Â	Â	Â	Â	01/12/2017	-150	Sale	0	0.0000
Â	Â	Â	Â	26/01/2018	60000	Purchase	60000	0.2811
Â	Â	Â	Â	02/02/2018	-60000	Sale	0	0.0000
Â	Â	Â	Â	09/03/2018	1000	Purchase	1000	0.0047
Â	Â	Â	Â	16/03/2018	-1000	Sale	0	0.0000
Â	Â	0	0.0000	31/03/2018	Â	Â	0	0.0000
9.	MALL COMMERCIAL PVT. LTD.
Â	Â	100903	0.4728	01/04/2017	No Change during the year		Â	Â
Â	Â	100903	0.4728	31/03/2018	No Change during the year		100903	0.4728
10.	ARUNA AMBRISH DESAI
Â	Â	0	0.0000	01/04/2017	Â	Â	Â	Â
Â	Â	Â	Â	01/12/2017	30000	Purchase	30000	0.1406
Â	Â	Â	Â	08/12/2017	55000	Purchase	85000	0.3983
Â	Â	Â	Â	19/01/2018	-5813	Sale	79187	0.370
Â	Â	Â	Â	02/02/2018	-10145	Sale	69042	0.3235
Â	Â	Â	Â	02/03/2018	-16252	Sale	52790	0.2473
Â	Â	Â	Â	09/03/2018	-1195	Sale	51595	0.2417
Â	Â	Â	Â	16/03/2018	-10005	Sale	41590	0.1949
Â	Â	Â	Â	23/03/2018	-7399	Sale	34191	0.1602
Â	Â	34191	0.1602	31/03/2018	Â	Â	34191	0.1602
11.	JAGDISH AMRITLAL SHAH
Â	Â	110740	0.5189	01/04/2017	No Change during the year		Â	Â
Â	Â	110740	0.5189	31/03/2018	No Change during the year		110740	0.5189
12.	MUKTILAL GANULAL PALDIWAL
Â	Â	88051	0.4126	01/04/2017	Â	Â	Â	Â
Â	Â	Â	Â	14/04/2017	-300	Sale	87751	0.4112
Â	Â	Â	Â	21/04/2017	-494	Sale	87257	0.4088
Â	Â	Â	Â	28/04/2017	-290	Sale	86967	0.4075
Â	Â	Â	Â	07/07/2017	500	Purchase	87467	0.4098
Â	Â	Â	Â	14/07/2017	500	Purchase	87967	0.4122
Â	Â	Â	Â	21/07/2017	1611	Purchase	89578	0.4197
Â	Â	Â	Â	18/08/2017	191	Purchase	89769	0.4206
Â	Â	Â	Â	01/09/2017	500	Purchase	90269	0.4230
Â	Â	Â	Â	08/09/2017	1094	Purchase	91363	0.4281
Â	Â	Â	Â	22/09/2017	500	Purchase	91863	0.4304
Â	Â	Â	Â	06/10/2017	3000	Purchase	94863	0.4445
Â	Â	Â	Â	20/10/2017	1037	Purchase	95900	0.4493
Â	Â	Â	Â	27/10/2017	180	Purchase	96080	0.4502
Â	Â	Â	Â	03/11/2017	2	Purchase	96082	0.4502
Â	Â	Â	Â	24/11/2017	-2000	Sale	94082	0.4407
Â	Â	Â	Â	08/12/2017	-10	Sale	94072	0.4408
Â	Â	Â	Â	09/02/2018	1000	Purchase	95072	0.4455
Â	Â	95072	0.4455	31/03/2018	Â	Â	95072	0.4455

SI. No.	For Each of the Top 10 Shareholders	Shareholding at the beginning [As on 01st -April-2017] / end of the year [As on 31st -March-2018]		Date	Increase/ decrease in Shareholding	Reason	Cumulative Shareholding during the year As on 01st -April-2017 to 31st-March-2018]
Â	Name	No. of Shares	% of total Shares of the Company	Date	Increase/ decrease in Shareholding	Â	No. of Shares	% of total Shares of the Company
13.	HARIKISHAN JAMANDAS MUNDHRA*
Â	Â	46544	0.2181	01/04/2017	No Change during the year		Â	Â
Â	Â	46544	0.2181	31/03/2018	No Change during the year		46544	0.2181
14.	ANIL JAIN*
Â	Â	5000	0.0234	01/04/2017	Â	Â	Â	Â
Â	Â	Â	Â	07/04/2017	65787	Purchase	70787	0.3317
Â	Â	Â	Â	14/04/2017	2396	Purchase	73183	0.3429
Â	Â	Â	Â	21/04/2017	46817	Purchase	120000	0.5623
Â	Â	Â	Â	26/05/2017	11161	Purchase	131161	0.6146
Â	Â	Â	Â	02/06/2017	135	Purchase	131296	0.6152
Â	Â	Â	Â	23/06/2017	524	Purchase	131820	0.6176
Â	Â	Â	Â	30/06/2017	-1235	Sale	130585	0.6119
Â	Â	Â	Â	25/08/2017	2318	Purchase	132903	0.6227
Â	Â	Â	Â	30/03/2018	915	Purchase	133818	0.6270
Â	Â	133818	0.6270	31/03/2018	Â	Â	133818	0.6270
Â	Â	Â	Â	Â	Â	Â	Â	Â
15.	SUVARNA KUMARI AGRAWAL
Â	Â	185000	0.8668	01/04/2017	Â	Â	Â	Â
Â	Â	Â	Â	15/12/2017	387	Purchase	185387	0.8686
Â	Â	Â	Â	22/12/2017	4191	Purchase	189578	0.8883
Â	Â	Â	Â	29/12/2017	10422	Purchase	200000	0.9371
Â	Â	200000	0.9371	31/03/2018	Â	Â	200000	0.9371
16.	BANK OF BARODA
Â	Â	54567	0.2557	01/04/2017	No Change during the year		Â	Â
Â	Â	54567	0.2557	31/03/2018	No Change during the year		54567	0.2557
17.	CUSTODIAN A/C - JAGDISH P GANDHI*
Â	Â	348	0.0016	01/04/2017	Â	Â	Â	Â
Â	Â	Â	Â	01/12/2017	213136	Purchase	213484	1.0003
Â	Â	Â	Â	08/12/2017	542	Purchase	214026	1.0028
Â	Â	214026	1.0028	31/03/2018	Â	Â	214026	1.0028

*Not in the list of Top 10 Shareholders as on 01/04/2017. The same has been reflected above since the Shareholder was one of the Top 10 shareholders as on 31/03/2018.

# Ceased to be in the list of Top 10 Shareholders as on 31/03/2018. The same is reflected above since the Shareholder was one of the Top 10 shareholders as on 01/04/2017.

Attachment G

IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

v) Shareholding of Directors and Key Managerial Personnel

SI. No.	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year [As on 01st-April-2017] / end of the year [31st-March-2018]		Cumulative Shareholding during the year [01st-April-2017 to 31st -March-2018]
SI. No.		No. of Shares	% of total Shares of the Company	No. of Shares	% of total Shares of the Company
1.	ARUN KUMAR KOTHARI	Â	Â	Â	Â
Â	At the beginning of the year	108472	0.5082	Â	Â
Â	At the end of the year	108472	0.5082	108472	0.5082
2.	PRABHAWATI DEVI KOTHARI	Â	Â	Â	Â
Â	At the beginning of the year	67875	0.3180	Â	Â
Â	At the end of the year	67875	0.3180	67875	0.3180
3.	PRAVIN KUMAR JAIN	Â	Â	Â	Â
Â	At the beginning of the year	501	0.0023	Â	Â
Â	At the end of the year	501	0.0023	501	0.0023

Dr. H. P. Kanoria, Mr. H. M. Parekh, Mr. N. Pachisia, Mr. Arvind Baheti, and Mr. D.K. Sharda, Directors of the Company did not hold any shares during the financial year of 2017-2018. Mr. D. Karmakar, Company Secretary, of the Company did not hold any shares during the financial year of 2017-2018.

Attachment H

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but due for payment

Â	Â	Â	Â	(Rs. in lakhs)
Â	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year -1st April 2017	Â	Â	Â	Â
i) Principal Amount	17,409.94	14,085.00	4,266.27	35,761.21
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	14.05	249.66	263.71
Total (i+ii+iii)	17,409.94	14,099.05	4,515.93	36,024.92
Change in indebtedness during the financial year	Â	Â	Â	Â
Addition	-	1,014.27	1,423.80	2,438.07
Reduction	1,017.27	1,975.00	1,006.50	3,998.77
Net Change	(1,017.27)	(960.73)	417.30	(1,560.70)
Indebtedness at the end of the financial year -31st March 2018	Â	Â	Â	Â
i) Principal Amount	16,392.67	13,110.00	4,651.04	34,153.71
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	28.32	282.19	310.51
Total (i+ii+iii)	16,392.67	13,138.32	4,933.23	34,464.22

Attachment I

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director & CEO

Â	Â	(Rs. in lakhs)
SI. No.	Particulars of Remuneration	Name of the Managing Director & CEO Mr. D. K. Sharda
1	Gross Salary	Â
	(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961	47.68
	(b) Value of perquisites u/s 17(2) of Income Tax Act, 1961	3.79
	(c) Profits in lieu of salary under Section 17(3) of Income Tax Act, 1961	-
2	Stock Option	-
3	Sweat Equity	-
4	Commission	Â
	As a percentage of profit	-
	Others, specify	-
5	Others, please specify (Leave encashment and Gratuity on retirement)	33.05
Â	Total Amount (A)	84.52
Â	Ceiling as per the Act@	Â

@The Company has made a loss of Rs. 1,063.51 lakhs, and hence, Section II of Part II of Schedule V is applicable. The Effective Capital of the Company is Rs. 34,686.97 lakhs. The Company can pay remuneration upto Rs. 120.97 lakhs. The said remuneration limit can be doubled if the shareholders pass it as a Special Resolution.

Attachment J

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Remuneration to other Directors

Of In lakhs)

SI. No.	Particulars of Remuneration	Name of Directors*						Total Amount
1	Independent Directors	;	;	HPK	HMP	NP	AB	Â
	-Fee for attending Board /Committee Meetings	;	;	0.15	2.44	2.00	0.26	4.85
	â¢Commission	-	-	-	-	-	Â	-
	-Others, please specify	-	-	-	-	-	Â	-
Â	Total(1)	-	-	0.15	2.44	2.00	0.26	4.85
2	Other Non-Executive Directors	AKK	PDK	Â	Â	Â	Â	Â
	-Fee for attending Board /Committee Meetings	2.00	1.67	-	-	-	Â	3.67
	â¢Commission	-	-	-	-	-	Â	-
	-Others, please specify	-	-	-	-	-	Â	-
Â	Total(2)	2.00	1.67	-	-	-	Â	3.67
Â	Total(B)=(1+2)	2.00	1.67	0.15	2.44	2.00	0.26	8.52
Â	Total Managerial Remuneration (A+B)	Â	Â	Â	Â	Â	Â	93.04
Â	Overall Ceiling as per the Act@	Â	Â	Â	Â	Â	Â	Â

*AKK-Mr. A. K. Kothari, PDK-Smt. P.D. Kothari, HPK-Dr. H.P. Kanoria, HMP-Mr. H.M. Parekh, NP-Mr. Naresh Pachi-sia and AB- Mr. Arvind Baheti.

Attachment K

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

C. Remuneration to Key Managerial Personnel Other Than MD /Manager /WTD

Â	Â	Â	Â	(Rs. in lakhs)
SI. No.	Particulars of Remuneration	Mr. P. K. Jain -Chief Financial Officer	Mr. D. Karmakar-Company Secretary	Total Amount
1	Gross Salary	Â	Â	Â
	(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961	35.85	17.18	53.03
	(b) Value of perquisites u/s 17(2) of Income Tax Act, 1961	3.38	0.63	4.01
	(c) Profits in lieu of salary under Section 17(3) of Income Tax Act, 1961	-	-	Â
2	Stock Option	-	-	Â
3	Sweat Equity	-	-	Â
4	Commission	Â	Â	Â
	As a percentage of profit	-	-	Â
	Others, specify	-	-	Â
5	Others, please specify	-	-	Â
Â	Total	39.23	17.81	57.04

Attachment L

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES: Nil

Â	For and on behalf of the Board
Place: Kolkata	A. K. Kothari
Date: 30th May, 2018	Chairman

Annexure VI

Details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, as amended.

1. Ratio of remuneration of each Director to median remuneration of employees, percentage increase in remuneration of each Director, Chief Executive Officer (CEO), Chief Financial Officer and Company Secretary during the financial year ended on 31st March, 2018 :

SI. No.	Name of Director and KMP	Designation	Ratio of remuneration of each Director to median remuneration of employees	% age increase in remuneration for the financial year ended on 31st March, 2018
1.	Mr. D. K. Sharda	Managing Director & CEO	1:188.2	19.60@
2.	Mr. P. K. Jain	Chief Financial Officer	Not Applicable	14.30
3.	Mr. D. Karmakar	Company Secretary	Not Applicable	8.80

Note:

1. Mr. A. K. Kothari, Non-Executive Promoter Chairman and Smt. P. D. Kothari, Non-Executive Promoter Director received sitting fees only during the financial year ended on 31st March, 2018. Dr. H.P. Kanoria, Mr. H. M. Parekh, Mr. N. Pachisia and Mr. Arvind Baheti, who are Independent Directors, received sitting fees only in the said financial year.

2. In the financial year ended on 31st March, 2018, there was increase of 4.8% in the median remuneration of employees.

3. There were 9271 permanent employees on the rolls of the Company as on 31st March, 2018.

4. Average salary increase of Managerial employee and Non Managerial employee during the financial year ended on 31st March, 2018 is 14.20% and 7.7% respectively.

5. The remuneration is paid as per the Nomination and Remuneration Policy of the Company.

6. Statement showing Particulars of top ten employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) & 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016:

SI. No.	Name	Designation / Nature of Duties	Remuneration received p.a. (in Rs.)	Qualification	Experience in years	Age in years	Date of commencement of Employment	Last Employment held before joining the Company
1	Mr. Dev Kishan Sharda@	Managing Director & CEO	64,52,270	B.Com, CA (Inter)	49	70	01.09.1973	Singhi & Co.
2	Mr. Manoj Sodhani#	President - Textile	58,36,930	B.Com (Hons.), ACA, ACS	22	47	01.04.1996	Veneer & NP Saw Mills Ltd
3	Mr Mahesh Sodhani#	President - Tea & Property	57,79,032	B.Com (Hons.), ACA, ACS, ACMA	20	46	01.05.2001	Kothari Plantations & Industries Ltd
4	Mr.Sanjib Raha	President- NISM	43,45,200	B.Tech (Textile)	27	47	18.12.2013	PT Lotus Indah Textile Industries
5	Mr. Pravin Kumar Jain	Jt. President & CFO	39,23,464	B.Com (Hons.), LLB, FCA.Certificate in Business & Industrial Administration	40	60	10.01.1984	Jain & Co., Chartered Accountants
6	Mr. Bhisham Chander Kaushik	President -Cotton Mill	39,07,596	B.Tech (Textile)	32	55	09.03.2017	Banswara Syntex Ltd.
7	Mr. Subhayan Bhattacharya	Vice President -Micco Division	29,23,968	B.Com (Hons), ACA	20	45	10.07.2015	Primetals Technologies India Private Ltd.
8	Mr. Kevin Paul	Vice President -Exports, Tea Division	23,99,317	B.Com	32	69	01.09.2016	Tata Tea Ltd.
9	Mr. Bithal Kumar Kothari	Sr. Vice President -Tea Division	22,98,073	B.Com	38	56	01.07.1981	Kothari Plantations & Industries Ltd.
10	Mr. Gautam Samanta	Sr. General Manager - Taxation	20,76,078	B.Sc (Hons), FCA, FCMA	20	49	01.12.2006	H.K. Agarwal & Co.

@ The tenure of Mr. D.K. Sharda as Managing Directors CEO came to an end on the close of business hours on 31st March, 2018 and since the Nomination and Remuneration Committee had not recommended his re-appointment, he had tendered his resignation as a Director of

the Company from the close of business hours on 31st March, 2018. The total remuneration to Mr. D. K. Sharda does not include gratuity amount of Rs. 20 lakhs, which has been paid to him on his retirement from the services of Company.

# Mr. Mahesh Sodhani and Mr. Manoj Sodhani were promoted and appointed as 'Managing Director' and 'Executive Director & CEO' of the Company respectively, for a period of 3 years with effect from 1st April, 2018.

Notes:

1) Remuneration includes Basic Salary, HRA, Special Allowance, Ex-gratia, LTA, Medical, Leave Encashment, Employer's contribution to Provident Fund, Employer's contribution to National Pension Scheme, Incentives and other Perquisites.

2) Nature of Employment and Duties: Contractual and in accordance with terms and conditions as per Company's rules and policies.

3) Except Mr. Mahesh Sodhani and Mr. Manoj Sodhani, who are related as brothers, and were appointed as 'Managing Director' and 'Executive Director & CEO' of the Company respectively, with effect from 1st April, 2018, none of the above employees is a relative of any Director of the Company.

Â	For and on behalf of the Board
Place: Kolkata	A. K. Kothari
Date: 30th May, 2018	Chairman

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 31^st March, 2016.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended on 31^st 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 31^st 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 31^st 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 19^th 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 1^st 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 31^st 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 31^st 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 31^st 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 31^st 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 31^st 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 31^st 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 31^st 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 31^st 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 31^st March, 2016 and of the loss of the Company for the year ended on that date;

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 81^st Annual General Meeting of the Company, held on 3^rd 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 86^th Annual General Meeting of the Company to be held in the calendar year 2020.

At the 80^th Annual General Meeting of the Company, held on 14^th 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 82^nd Annual General Meeting of the Company scheduled to be held on 28^th 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 31^st March, 2017, is appearing in the Notice convening the 82^nd 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 31^st March, 2016. The Secretarial Audit Report for the financial year ended on 31^st 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

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

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

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. 31^st 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, 19^th 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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