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Gillanders Arbuthnot & Company Ltd.

BSE: 532716 Sector: Others
NSE: GILLANDERS ISIN Code: INE047B01011
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VOLUME 157261
52-Week high 85.30
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OPEN 70.00
CLOSE 68.90
VOLUME 157261
52-Week high 85.30
52-Week low 55.20
P/E
Mkt Cap.(Rs cr) 176
Buy Price 82.65
Buy Qty 22340.00
Sell Price 0.00
Sell Qty 0.00

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 on 31stMarch 2017.

FINANCIAL RESULTS

The Company's financial performance for the year ended on 31st March 2017is summarized below :

Particulars

Standalone

Consolidated

2016-17 2015-16 2016-17 2015-16
Profit Before Depreciation Interest Unrealised Foreign Exchange Loss Exceptional Items and Tax 4530.43 4425.69 5829.58 4670.31
Interest / Finance Charges 4686.40 4650.28 5245.24 5132.94
Profit/(Loss) Before Depreciation Unrealised Foreign Exchange Loss Exceptional Items and Tax (155.97) (224.59) 584.34 (462.63)
Depreciation / Amortisation 1899.31 1864.92 2150.12 1889.70
Unrealised Foreign Exchange Loss - - 390.11 2851.42
Loss Before Exceptional Items and Tax (2055.28) (2089.51) (1955.89) (5203.75)
Exceptional Items 2206.77 - 1942.50 -
Profit/(Loss) Before Tax Taxation Charges: 151.49 (2089.51) (13.39) (5203.75)
Current Tax 80.00 80.00 224.25 154.37
Deferred Tax Charges/(Written Back) - - (6.54) 79.93
Excess Provision Written Back (30.00) - (30.00) -
Profit/(Loss) After Tax from continuing operations 101.49 (2169.51) (201.10) (5438.05)
Loss from discontinuing operations - 97.41 - 97.41
Profit/(Loss) for the year 101.49 (2266.92) (201.10) (5535.46)
Surplus in Statement of Profit and Loss brought forward Adjustment on transfer of Chemical (Waldies) 3172.13 5439.05 (662.98) 4872.48
Division pursuant to Scheme of Arrangment 590.95 - 728.66 -
Surplus carried to Balance Sheet 3864.57 3172.13 (135.42) (662.98)
Earnings per Ordinary Share (') - Basic 0.24 (10.70) (1.18) (26.01)
Earnings per Ordinary Share (Rs) - Diluted 0.24 (10.70) (1.18) (26.01)

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

For the financial year ended on 31st March 2017 your Company reported astandalone profit of ' 101.49 lakhs against a standalone loss of ' 2266.92 lakhs duringthe previous year. Total Standalone Income from Operations has decreased to ' 66600.59lakhs during the year under review from ' 79971.26 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 inadequate profits for the financial year ended on 31stMarch 2017 your Directors have not recommended any dividend for the said financial year.

INCREASE IN SHARE CAPITAL

The Board of Directors at their Meetings held on 11th November 2016 and 19thNovember 2016 had issued and allotted respectively on private placement basis 650000numbers of 7.75% Cumulative Redeemable Preference Shares of ' 100/- each (CRPS) to KothariInvestment & Industries Pvt. Ltd. and 560000 numbers of CRPS to Kothari &Company Pvt. Ltd. being the Promoter Group Companies at par aggregating to '121000000/-.

SCHEMEOFARRANGEMENT

A Scheme of Arrangement between the Company and its erstwhile Indian subsidiary i.e.Barfani Builder Limited and their respective Shareholders for reconstruction by transferof Chemical (Waldies) Division of Gillanders Arbuthnot and Company Limited to BarfaniBuilder Limited was sanctioned and approved by the Hon'ble High Court Calcutta vide itsorder dated 28th November 2016. The certified copies of the said Order wasfiled with the Registrar of Companies West Bengal on 6th January 2017thereby making the said scheme effective from the said date.

Consequently as per the terms of the said Scheme Barfani Builder Limited had issuedand allotted 14680000 (One Crore Forty Six Lakhs Eighty Thousand) Equity Shares ofRs.10/- (Rupees Ten Only) each at par aggregating to ' 146800000/- (Rupees FourteenCrores Sixty Eight Lakhs Only) to the Company in consideration of the transfer of theChemical (Waldies) Division.

SALE OF SUBSIDIARY

During the year under review your Company has sold and transferred its entireshareholding of 14729995 numbers of fully paid up shares of ' 10/- each in WaldiesCompound Limited (formerly known as Barfani Builder Limited) at a total consideration of' 210638929/- (Rupees Twenty One Crores Six Lakhs Thirty Eight Thousand Nine HundredTwenty Nine Only).

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 in calendar year 2016 was higher by around 181 Million Kgscompared to previous year with major increase in production in India China and Kenyawhile production in Sri Lanka Indonesia and Vietnam declined. All India Tea productionwas 1239 million kgs in 2016 against 1191 million kgs in the previous year.

This Division produced 10.16 million Kgs marginally higher than the production of10.10 million Kgs in the previous year due to lower processing of outside green leavesin order to maintain quality. One of the gardens situated in Jalpaiguri district wasseverely affected by hail during the beginning of the year resulting in crop loss whichalso had a negative impact on the overall production.

Due to higher world production there has been pressure on the prices in Internationalmarkets. Average Tea Prices at auction centers in North India witnessed a decrease ofaround ' 3/- per Kg compared to previous year. During the year under review a notabletrend could be seen better quality teas were significantly down and plainer/mediumvarieties gained in prices. This was primarily due to significant drop in prices of Kenyantea. We believe that this is a temporary phase and quality teas will ultimately gain inthe long run. We continue to emphasize on maintaining good quality in the coming years.This Division will continue to increase production of orthodox and green tea in comingyears in order to improve realization per Kg.

During the current year total export from India is lower when compared with theprevious year mainly due to stiff competition from African Tea producing countries asthey could offer tea at lower prices due to higher production.

With the growing trend of migration of workers from the estates and the resultingshortage of hands to work on the estates the Division has taken initiatives to mechanizesome field operations viz. introduction of Tractor mounted spraying pruning etc. Wehave been continuously introducing energy efficient machinery and infrastructure toimprove upon productivity and conservation of energy.

During the year under review the performance of Packet tea segment has improvedcompared to previous year and we are hopeful of further improvement in the coming years.Profitability of the Division was also adversely affected by rising cost of other inputslike wages power fuel and agro-chemicals. We expect that with improved yield quality andbetter market price this Division will perform better during the coming year.

Engineering (MICCO) Division

This Division is mainly involved in the EPC projects 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. Expansion and revamping programs of Steel Industry did not meet the plannedcompletion schedules resulting in slow down in further investment in the sector.Financial stress due to fall in returns from investments and poor growth in infrastructuresector has also made customers skeptical about further investment. There have been only alimited number of enquiries from both the PSU and Private sectors.

During the year under review amongst others orders viz. Installation of 60000 CuMLD Gasholder inspection of Gas Holder and dismantling & erection of APC MechanicalEquipment for G-Blast Furnace de-dusting system have been received from TATA Steel.

This Division has achieved the feats of commissioning an ID fan at Bokaro Steel Plantand reheating furnace at Durgapur Steel Plant. We have also commissioned two numbers ofgas holders and gas holder export system for TATA Steel. Presently work relating toerection and civil activities of Coke Oven power distribution system (2X220 KVAtransformer) and relining and upgradation activities of E-Blast Furnace are beingexecuted alongwith technology providers for Rashtriya Ispat Nigam Limited and TATA Steelrespectively.

We are focusing on our core expertise of erection of blast furnace and gasholdertechnology and are confident of winning more orders in the near future. We have alsodiversified into Power distribution system and are hopeful of bagging few Orders in thissector.

In spite of stiff competition and cut throat pricing policy of the customers we expectthis Division to do better than last year by adoption of cost reduction andrationalization policy and closure of few prolonged projects.

Textile Division

During the year under review our Textile Division produced 17490 M.T As alreadyreported in the last year the overall performance of spinning mills are being adverselyaffected due to unfavourable market conditions and high fluctuation in prices of rawmaterials which are resulting in operational and inventory losses.Demonetization also hada negative impact on the demand of textile products during the second half of the yearfurther adversely affecting the performance of this sector.

Inspite of the above adversities this Division has shown improved performance due tomanufacture of fancy and value added yarns. We are focusing on expanding the market forthese yarns which will have a positive impact on the performance in the current year.However the current year may witness some uncertainties due to implementation of Goodsand Service Tax and readiness of the unorganized sector in textile chain in adopting thesame.

The cotton crop in the cotton year 2016-2017 was estimated to be between 340 -350 lakhbales. There is an expectation that the crop for the year 2017-2018 is going to be evenhigher in view of increased area under sowing provided monsoon is normal.

With increased focus on production and deeper penetration in fancy and value addedyarns markets we expect the performance of this Division in the coming year to be stable.

Property Division

During the year under review revenue of our Property of ' 715.12 lakhs was marginallylower than ' 778.94 lakhs during the previous year. This decrease in revenue is primarilydue to vacating of substantial areas of 'Gillander House' by tenants as they have movedto their own premises / building.

The Real estate sector has not shown any significant recovery during the year underreview due to continued economic slowdown. It has been observed that even new constructedbuildings with modern amenities are lying ideal. We are pleased to inform thatcomprehensive fire safety policy is rigorously implemented with installation of firesafety equipments and conducting of fire safety drills at regular intervals.

This Division is expected to face severe competition in the coming years. However withlocational advantage of 'Gillander House' and recent repairs & renovation we expectan increase in occupancy in the coming year. Negotiations are on with existing corporatetenants banks and others for increase in their occupancy and continuous effort are beingmade to identify new tenants. We are hopeful that the Division will do reasonably well inthe coming year.

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 CostAuditors and Internal Auditors are also invited at the Meetings of the Audit Committee asand when required. Corrective measures suggested at the Audit Committee Meetings are dulyimplemented.

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 process for attracting retaining and recognizing talentas it acknowledges the importance of good Human Resource. Company has cordial relationwith employees and there is mutual respect and admiration for each other. The Directorswish to record their appreciation for the cooperation received from all employees.Industrial relation was generally good.

Caution Statement

Management Discussion and Analysis Report contains forwardlooking statements which arebased 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 diligence and independent judgment.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements for the financial year ended on 31stMarch 2017 prepared as per the provisions of the Companies Act 2013 (hereinafterreferred to as 'the Act') Rules framed therein and the applicable Accounting Standardsare provided in the Annual Report.

SUBSIDIARY / ASSOCIATE COMPANIES

Gillanders Holdings (Mauritius) Limited Mauritius the Direct Foreign Subsidiaryreported a profit of USD 24472 against a profit of USD 28009 during the previous year.No significant operational activities have been undertaken by the said Subsidiary duringthe year under review.

For the financial year ended on 31st March 2017 Group DevelopmentsLimited Malawi (GDL) a step down Foreign

Subsidiary has reported a profit of MK 2025.25 million against a reported profit ofMK 1475.20 million for the previous year.

GDL has three wholly owned Subsidiaries viz. Naming'omba Tea Estates Limited MafisiTea Estates Limited and Group Holdings Limited located at Malawi. GDL and its wholly ownedSubsidiaries are engaged in growing and processing of Tea Macadamia and other crops.

Tea production of GDL for the year under review was 2.07 Million kgs compared to lastyear's production of 1.60 million kgs. The Tea price realization during the period wasalso higher than the previous year.

During the year Macadamia (N I H) production of GDL was 1.31 million kgs against lastyear's production of 1.39 million kgs. The fall in production was due to bad weatherconditions.

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 31st March 2017 an amount of ' 4266.26 lakhs was outstanding asfixed deposits received from the public and Shareholders of your Company. Matured fixeddeposit amounting to ' 5.14 lakhs remained unclaimed and outstanding as on 31stMarch 2017 out of which 3 (Three) numbers of deposits amounting to ' 2.50 lakhs havebeen claimed and refunded till date.

DIRECTORS

Mr. A. K. Kothari (DIN 00051900) will retire in the ensuing Annual General Meeting andbeing eligible offers himself for reappointment. The Board of Directors recommends hisreappointment.

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 andSEBI Listing Regulations.

On the recommendation of the Nomination and Remuneration Committee (NRC) at its meetingheld on 14th February 2017 the Board of Directors of the Company at theirMeeting held on even date had re-appointed Mr. D. K. Sharda as the 'Managing Director'designated as 'Managing Director & CEO' of the Company for a period commencing from 1stApril 2017 to 31st October 2017.

However on further recommendation by the NRC at its meeting held on 9thMarch 2017 the Board of Directors of the Company at their Meeting held on even date hadextended the tenure of Mr. D. K. Sharda as 'Managing Director' designated as 'ManagingDirector & CEO' of the Company till 31st March 2018. The saidre-appointment has the consent of the Audit Committee and is subject to the approval ofthe Members at the ensuing 83rd Annual General Meeting of the Company. YourDirectors recommend his re-appointment as 'Managing Director' designated as 'ManagingDirector & CEO' of the Company till 31st March 2018.

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 can beaccessed on the website of the Company at the link:http://www.gillandersarbuthnot.com/pdf/policy/Familiarization%20Programme%20for%20Independent %20Director.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended on 31stMarch 2017 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 2017 and of the Profitof the Company 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 Practising 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 inaccordance 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 theCompany'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 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 promoting education healthcare and setting up homes and hostels for womenand orphan.

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. Company's CorporateSocial Responsibility (CSR) initiatives are continuous commitment to contribute toeconomic development and to improve the quality of life of humankind. Business decisionsare based not only on financial factors but also on social and environmental impact ofsuch 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 the link : http://www.gillandersarbuthnot.com/pdf/policy/ Corporate%20Social%20Responsibilitv%20Policv.pdf The Company undertakes need basedinitiatives in compliance with Schedule VII of the Act.

The average net profit made by the Company during the three immediately precedingfinancial years i.e. 2013-2014 20142015 and 2015-2016 is negative. Therefore yourCompany did not spend any amount in CSR activities for the financial year 2016-2017.

However the Company has spent the balance unspent amount of ' 14.65 lakhs relating tothe financial year 2015-2016 on CSR activities in compliance with the provisions of theAct and Rules framed therein. The Annual Report on CSR activities is annexed herewith andmarked 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 (AGM) of the Company held on 3rdSeptember 2015 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 beheld in the calendar year 2020.

At the 80th AGM of the Company held on 14th August 2014 MessrsDutta Ghosh & Associates Chartered Accountants (Firm Registration No. 309088E) wasre-appointed as Branch Auditors of the GIS Cotton Mill (unit of Textile Division) of theCompany for a term of 4 (Four) consecutive years upto the conclusion of the 84thAGM of the company to be held in the calender year 2018. However their re-appointmentsare subject to ratifications at the ensuing 83rd Annual General Meeting of theCompany scheduled to be held on 1st September 2017.

Messrs Kothari & Company Chartered Accountants (Firm Registration-309088E) andthe Branch Auditor of the Engineering (MICCO) Division of the Company who retires afterthe conclusion of the ensuing 83rd AGM and being eligible offer themselvesfor re-appointment for a term of 5 (Five) consecutive years up to the conclusion of the 88thAGM of the Company to be held in the calendar year 2022.

Your Board has obtained written consent from Messrs Kothari & Company CharteredAccountants for their re-appointment and a certificate confirming that there-appointment if made shall be in accordance with the conditions as prescribed underSections 139 and 141 of the Act and the Rules framed therein. The aforesaidre-appointment has the recommendation of the Audit Committee. Accordingly Boardrecommends their reappointment by way of an Ordinary Resolution.

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:

S.N. Division Cost Auditors for the financial year ending on 31st March 2018
1 Tea M/s. D. Sabyasachi & Co.
2 Textile-North India Spinning Mill Unit M/s. B. Ray & Associates
Textile- GIS Cotton Mill Unit M/s. B. Ray & Associates
3 Engineering (MICCO) M/s. Rammani Sarkar & 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 31stMarch 2018 is appearing in the Notice convening the 83rd 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 2017.The Secretarial Audit Report for the financial year ended on 31st March 2017is annexed herewith and marked as Annexure II to this Report. The SecretarialAuditor has stated in his Report that few forms have been filed with late fees. TheCompany makes every endeavor to file all forms with the Ministry of Corporate Affairs ontime. However in few cases due to technical reasons and unavoidable circumstances formshave been filed with late fees.

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 theBoard.

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 the link:http://www.gillandersarbuthnot.com/ pdf/policv/Whistle%20Blower%20Policv.pdf. Your Boardaffirms that no person has been denied access to the Chairman of the Audit Committee.

Meetings of the Board

Seven Meetings of the Board of Directors were held during the year. For furtherdetails please refer to Clause II D of the report on Corporate Governance which formspart 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 andsecurity. The Company has also not made any Investment.

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 terms of Remuneration drawn and the name of every employee whoif employed throughout the financial year was in receipt of Remuneration for that yearwhich in the aggregate was not less than ' 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 ' 8.50 lakhs per month.

Disclosures pertaining to Remuneration and a statement showing the names of top tenemployees in terms of Remuneration drawn as required under Section 197(12) of the Actread with 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 2017.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 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 29th May 2017