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Gillanders Arbuthnot & Company Ltd.

BSE: 532716 Sector: Others
NSE: GILLANDERS ISIN Code: INE047B01011
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VOLUME 680
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Gillanders Arbuthnot & Company Ltd. (GILLANDERS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Annual Report on the affairs of theCompany together with the Audited Financial Statements for the financial year ended on31st March 2016.

FINANCIAL RESULTS

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

Standalone Consolidated
Particulars 2015-16 2014-15 2015-16 2014-15
Profit Before Depreciation Interest Unrealised
Foreign Exchange Loss and Tax 4425.69 5416.23 4670.31 5359.34
Interest / Finance Charges 4650.28 4067.05 5132.94 4207.80
Profit/(Loss) Before Depreciation and Tax (224.59) 1349.18 (462.63) 1151.54
Depreciation / Amortisation 1864.92 2063.02 1889.70 2101.29
Unreaslised Foreign Exchange Loss - - 2851.42 271.46
Loss Before Tax 2089.51 713.84 5203.75 1221.21
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 2169.51 319.64 5438.05 886.21
Loss from discontinuing operations 97.41 1.46 97.41 1.46
Loss for the year 2266.92 321.10 5535.46 887.67
Surplus in Statement of Profit and Loss brought forward 5439.05 5991.03 4872.48 5991.03
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 3172.13 5439.05 (662.98) 4872.48
Earnings per Ordinary Share (Rs. ) - Basic (10.70) (1.58) (26.01) (4.23)
Earnings per Ordinary Share (Rs. ) - Diluted (10.70) (1.58) (26.01) (4.23)

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

For the financial year ended on 31st March 2016 your Company reported a loss of Rs.2266.92 lakhs against a loss of Rs. 321.10 lakhs during the previous year. Total Incomefrom Operations has decreased to Rs. 79971.26 lakhs during the year under review from Rs.86366.26 lakhs in the previous year. Operational matters have been discussed under'Management Discussion and Analysis' detailed in appropriate part of this Report.

DIVIDEND

In view of the loss incurred by the Company for the financial year ended on 31st March2016 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 49995 fully paid up Equityshares of Rs. 10/- each (99.99% equity stake) of Barfani Builder Limited at a totalconsideration of Rs. 499950/- primarily to facilitate reconstruction of the Company bytransfer 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. BarfaniBuilder Limited and their respective Shareholders for reconstruction by transfer ofChemical (Waldies) Division of Gillanders Arbuthnot and Company Limited to Barfani BuilderLimited has been filed with the Hon'ble High Court Calcutta for their consideration andsanction. The proposed Scheme of Arrangement would be beneficial for the Company and itsShareholders.

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

During the year under review the Authorized Share Capital of your Company wasincreased from Rs. 440000000/- (Rupees Forty four crores only) divided into 42000000(Four crores twenty lakhs only) Ordinary Shares of Rs. 10/- each and 200000 (Two lakhsonly) Preference Shares of Rs. 100/- each to Rs. 740000000/- (Rupees Seventy fourcrores only) divided into 42000000 (Four crores twenty lakhs only) Ordinary Shares ofRs. 10/- each and 3200000 (Thirty two lakhs only) Preference Shares of Rs. 100/- each.Accordingly the Memorandum of Association and Articles of Association were altered togive effect to the said changes.

The Board of Directors at their Meeting held on 19th November 2016 have issued andallotted on private placement basis 650000 numbers of 7.75% Cumulative RedeemablePreference Shares of Rs. 100/- each to Kothari Investment & Industries Pvt. Ltd. and560000 numbers of 7.75% Cumulative Redeemable Preference Shares of Rs. 100/- each toKothari & Company Pvt. Ltd. being the Promoter Group Companies at par aggregatingto Rs. 121000000/-.

MANAGEMENT DISCUSSION AND ANALYSIS

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

Tea Division

Global Tea Production (excluding China) during the calendar year 2015 was lower ascompared to the previous year mainly due to crop loss in India Kenya and Sri Lanka. AllIndia Tea Production was 1191 million Kgs. in 2015 against 1184 million Kgs. in 2014.However the Division reported a production of 10.10 million Kgs. which is marginallyhigher 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 yearunder review has improved significantly when compared with previous year. The Division hadpenetrated into newer potential markets and has also strengthened its presence in theexisting market. However during the current year export from India is facing stiffcompetition from African Tea producing Countries due to their low prices and higherproduction.

During the year under review the performance of the Packet Tea segment was marginallydown 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 enjoysTrust Tea Certification.

During the current year global production till September has been higher as comparedto the previous year. There is an increase in wages and input cost which will put pressureon the margin of the Division. However the Directors expect with the improved yield andquality 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 theyear under review Steel Sector continued to be adversely affected due to global economicslowdown thus resulting in delay in the expansion/ modernization in the Indian SteelIndustry. In addition expansion and revamp program by Steel Industry did not meet theplanned 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 investmentmade by the Steel Sector along with poor Infrastructure growth in the Country has alsomade them skeptical for further investment.

However during the year under review amongst others prestigious order of Coke ovenpower distribution system (2x220 KVA transformer) at RINL Vishakhapatnam was bagged bythe Division along with consortium partner Danieli India Limited. The entry into powerdistribution system is a new area of diversification achieved by the Division. New ordershave also been received from Tata like Sinter plant 1 and 2 and G Blast Furnacemodification of deducting duct. Your Division has achieved a unique fit of commissioningof revamping of Blast Furnace No.1 at JSW Bellary plant the said commissioned plant isproducing 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 shutdownactivities for the capital repair of BF2 Water System at RINL plant Vishakhapatnam whichis scheduled to be completed by November 2016.

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

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

Textile Division

During the year under review the production of this Division was reported at 18642M.T. The overall performance of the Division was adversely affected due to unfavourablemarket conditions resulting primarily from weak demand of yarn both in export anddomestic market and high fluctuations in prices of raw materials.

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

On arrival of new cotton from October 2015 the prices of cotton in India declinedvery sharply which for sometime even went below the minimum support price. Theprocurement of big volume of cotton by Cotton Corporation of India coupled with big volumeof exports resulted in physical shortage of cotton particularly after June 2016 whichonce again pushed the prices of cotton. The prices of other synthetic fiber have alsoincreased in line with the crude oil prices. However the spinning mills have not beenable to pass on the increase in raw material prices due to poor demand both in domesticand international markets. The cotton crop in the cotton year i.e. October 2015 toSeptember 2016 was estimated to be 338 lakhs bales. The cotton crop in the cotton year2016-2017 is estimated to be 350 lakhs bales.

In order to overcome the steep fluctuations in the prices of raw material which isexpected to continue the Division has started manufacturing value added dyed yarns whichwill insulate the Division to an extent from uncertainties. The Directors expect that theperformance 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 Stabilisers used inthe manufacture of Battery Paints and other products.

During the year under review production was reported at 3092 M.T. as againstproduction of 3587 M.T. in the previous year. The total revenue earned during the yearwas 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 providestotal customer satisfaction in terms of quality & service. It also enjoys ISO-14001certification for its Environment Management System & OHSAS-18001 certification forits Occupational Health & Safety Management System.

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

Subsequent to the sanction of the Scheme of Arrangement by the Hon'ble High CourtCalcutta this Division would be transferred to Barfani Builder Limited the IndianSubsidiary of your Company.

Property Division

This Division has reported revenue of Rs. 778.94 lakhs which is marginally higher thanthe reported revenue of Rs. 711.99 lakhs in the previous year. The increase in revenuewas due to renewal of tenancy at increased rates for few existing tenants and addition ofnew tenants. Comprehensive fire safety policy is rigorously implemented with installationof 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 recessionaryeconomic condition. It has also been observed that huge property banks with all modernamenities are lying ideal and this Division will face severe competition in the comingyears. However your Division's property being centrally located and with recent repairsand renovation your Directors are hopeful that the Division will do reasonably well byfilling up vacant areas. The Directors expect that the performance of this Division in thecoming year to be stable.

Closure of Trading Division

Your Directors wish to inform you that during the year under review the TradingDivision of your Company was closed with effect from close of business hours on 31stMarch 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 efficientconduct of its businesses including adherence to the Company's policies safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures. Internal Audits are conducted by Independent firms of Chartered Accountantsand 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 AuditCommittee of the Board of Directors. Representatives of the Statutory Auditors and theInternal Auditors are also invited at the Meetings of the Audit Committee. Correctivemeasures suggested at the Audit Committee are duly implemented.

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

Human Resources and Industrial Relations

The Company has laid down the processes for attracting retaining and recognizingtalent as it acknowledges the importance of good Human Resource. Company has cordialrelations with employees and there is mutual respect and admiration for each other. TheDirectors wish to record their appreciation for the co-operation received from allemployees. Industrial relation was generally good.

Caution Statement

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARY / ASSOCIATE COMPANIES

During the year under review Barfani Builder Limited direct Indian Subsidiaryreported a profit of Rs. 16507/- against a loss of Rs. 104/- during the previous year.No operational activities have been undertaken by the said Subsidiary during the yearunder review.

Gillanders Holdings (Mauritius) Limited the Direct Foreign Subsidiary reported aprofit of USD 28009 against a loss of USD 10630 during the previous year. No significantoperational activities have been undertaken by the said Subsidiary during the year underreview.

For the financial year ended on 31st March 2016 Group Developments Limited Malawi(GDL) Indirect Foreign Subsidiary has reported a profit of MK 1475.2 million against areported loss of MK 369.4 million for the 7 months period ended on 31st March 2015. GDLhas three wholly owned Subsidiaries viz. Naming'omba Tea Estates Limited Maifisi TeaEstates Limited and Group Holdings Limited. GDL and its wholly owned Subsidiaries areengaged in growing and processing of Tea Macadamia and other crops.

Inspite of severe drought in Malawi Tea production for the year under review was 1.60million kgs. compared to last year's production of 1.36 million kgs. The Tea pricerealization 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'sproduction 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 tofire resulting in disruption of production was renovated. The fully renovated factorywas commissioned and was made operational from April 2016.

The dry spell during the planting period affected the mortality rate of both flue curedtobacco 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. Aseparate section on the performance and financial position of the Subsidiaries in FormAOC-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 theAct and the Rules framed therein.

As on 31 March 2016 an amount of Rs. 3954.98 lakhs was outstanding as fixed depositsreceived from the public and Shareholders of your Company. Matured fixed deposit amountingto Rs. 11.28 lakhs remained unclaimed and outstanding as on 31st March 2016 out of which4 numbers of deposits amounting to Rs. 10.44 lakhs have been claimed and refunded tilldate.

DIRECTORS

Smt. P. D. Kothari (DIN 00051860) will retire in the ensuing Annual General Meetingand being eligible offers herself for reappointment. The Board of Directors recommendsthe 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 theCompany that they meet the criteria of Independence as prescribed both under the Act andthe SEBI Listing Regulations 2015.

The details of programmes for familiarization / training of Independent Directors withthe Company their roles rights responsibilities in the Company nature of the industryin which the Company operates business model of the Company and related matters canaccessed on the website of the Company at thelink: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 thefinancial year ended on 31st March 2016 due to pre occupations and prior commitments.The Board wishes to place on record its deep sense of appreciation and gratitude for thevaluable 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 31stMarch 2016 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame; b) such accounting policies have been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2016 and of the loss of theCompany for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 bythe Company and that such internal financial controls are adequate and are operatingeffectively; and

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by Securities and Exchange Boardof India. The Report on Corporate Governance confirming compliance with the conditionsstipulated under the SEBI Listing Regulations which forms part of the Annual Report isattached to this Report. Certificate on Corporate Governance as stipulated in the saidRegulations issued by CS Deepak Kumar Khaitan Practicing Company Secretary (FCSNo.5615) is also attached to this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Since all related party transactions entered into by the Company were in theordinary course of business and were on an arm's length basis Form AOC – 2 is notapplicable 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 thepolicy of the Company on materiality of related party transactions. The Policy on relatedparty transactions as approved by the Board may be accessed on the Company's website atthe link : http://www.gillandersarbuthnot.com/pdf/policy/Related%20Party%20Transaction%20Policy.pdf

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

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that growth success and progress of a Company are not reflectedonly by its Balance Sheet but also by its ability to make a positive difference in thelives of people and tries to address the needs of people by taking sustainable initiativesin the areas of health education environment conservation infrastructure and communitydevelopment etc.

The Company does not limit itself in using resources only for earnings but also engagein activities which enrich and enhance the lives of everyone around us. Company'sCorporate Social Responsibility (CSR) initiatives are continuous commitment to contributeto economic development and to improve the quality of life of humankind. Businessdecisions are based not only on financial factors but also on social and environmentalimpact of such decisions.

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

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

During the year under review in compliance with Section 135 of the Act an amount ofRs. 17.26 lakhs had to be spent by the Company on CSR activities. However inspite of bestefforts your Company could spend only Rs. 2.61 lakhs as no projects / programs could betaken up through the 'Kothari Group CSR Trust' due to procedural issues related tothe said Trust. The balance amount of Rs. 14.65 lakhs has been carried forward to the nextyear. 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 basisabout the identified risks and the steps taken to mitigate and minimize the same. TheCompany has already identified and assessed major elements of risks which may adverselyaffect the various Divisions of the Company. The Executive Management reviews theidentified risks including assessment of the said risks and procedures which are beingimplemented for the monitoring mitigating and minimization of the said risks. 'RiskChampions 'have been formally nominated at the operating businesses whose role is toeducate about the identified risks and to develop risk management culture within thebusinesses.

AUDITORS

At the 81st Annual General Meeting of the Company held on 3rd September 2015 Messrs.Singhi & Co. Chartered Accountants (Firm Registration No. 302049E) has beenre-appointed as the Statutory Auditor of the Company for a term of 5 (Five) consecutiveyears up to the conclusion of the 86th Annual General Meeting of the Company to be held inthe 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) andMessrs. Kothari & Company Chartered Accountants (Firm Registration No. 301178E) hadbeen re-appointed as Branch Auditors of the GIS Cotton Mill (unit of Textile Division) andthe Engineering (MICCO) Division of the Company for a term of 4 (Four) and 3 (Three)consecutive years respectively.

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

AUDITORS' REPORT

Auditors' Report to the Members of the Company does not contain any qualification oradverse remark. Financial Statements and the notes thereon are self-explanatory and needno further explanation.

COST AUDITORS

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

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 theRemuneration of the said Cost Auditors appointed for the year ending on 31st March 2017is appearing in the Notice convening the 82nd Annual General Meeting 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 2016. TheSecretarial Audit Report for the financial year ended on 31st March 2016 is annexedherewith and marked as Annexure II to this Report. The Secretarial Audit Reportdoes 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 ofMr. H. M. Parekh as the Chairman of the Committee Smt. P. D. Kothari and Mr. N. Pachisiaas 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 theChairman of the Committee Mr. A. K. Kothari and Mr. N. Pachisia as the Members of thesaid

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 andMr. N. Pachisia as the Members of the said Committee. The criteria for performanceevaluation of Board Committees and the Directors are laid down under the Nomination andRemuneration Policy of the Company. Remuneration Policy for Directors Key ManagerialPersonnel and other employees is annexed herewith and marked as Annexure III.

Composition of Stakeholders Relationship Committee

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

Whistle Blower Policy

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

Meetings of the Board

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

Particulars of Loans given Investments made Guarantees given and Securities provided

During the year under review an amount of Rs. 499950/- was invested to purchase49995 numbers of fully paid up Equity Shares of Rs. 10/- each of Barfani Builder Limited.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act is annexedherewith and marked as

Annexure IV.

Extract of Annual Return

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

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) ofthe said Rules state that the Board's Report shall include a statement showing the namesof top ten employees in term of Remuneration drawn and the name of every employee who ifemployed throughout the financial year was in receipt of Remuneration for that yearwhich in the aggregate was not less than Rs. 102 lakhs and if employed for part of thefinancial year was in receipt of Remuneration for any part of that year at a rate whichin the aggregate was not less than Rs. 8.50 lakhs per month.

Disclosures pertaining to Remuneration and a statement showing the names of top tenemployees in term of Remuneration drawn as required under Section 197(12) of the Act readwith Rule 5(1) 5(2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial 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 ofthe Company since the close of the financial year i.e. 31st March 2016. Further therehas been no change in the nature of business of the Company.

GENERAL

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

ACKNOWLEDGEMENT

The Directors would like to record their appreciation for the cooperation and supportreceived from the employees shareholders banks government agencies and allstakeholders.

For and on behalf of the Board

A. K. Kothari

Chairman

Kolkata 19th November 2016