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Gillanders Arbuthnot & Company Ltd.

BSE: 532716 Sector: Others
NSE: GILLANDERS ISIN Code: INE047B01011
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VOLUME 30379
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OPEN 58.00
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VOLUME 30379
52-Week high 66.00
52-Week low 36.10
P/E
Mkt Cap.(Rs cr) 125
Buy Price 0.00
Buy Qty 0.00
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 on31st March 2021.

FINANCIAL RESULTS

The Company's financial performance for the year ended on 31st March 2021 issummarized below:

(Rs. in Lakhs)

Standalone

Consolidated

Particulars 2020-21 2019-20 2020-21 2019-20
Revenue from Operations 39110.03 61489.73 43075.51 66003.07
Other Income 902.08 1592.46 936.89 1684.28
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 3609.65 3035.09 3991.08 4530.71
Less: Depreciation/ Amortisation/ Impairment 1194.60 1568.83 1603.57 1965.85
Profit /(loss) before Finance Costs Exceptional items and Tax Expense 2415.05 1466.26 2387.51 2564.86
Less: Finance Costs 3165.29 4204.49 3690.29 4771.03
Profit /(loss) before Exceptional items and Tax Expense (750.24) (2738.23) (1302.78) (2206.17)
Add/(less): Exceptional items (224.20) 958.04 (224.20) 958.04
Profit / (loss) before Tax Expense (974.44) (1780.19) (1526.98) (1248.13)
Less: Tax Expense (Current & Deferred) - - 35.52 273.83
Profit /loss for the year (1) (974.44) (1780.19) (1562.50) (1521.96)
Total Comprehensive Income/ (loss) (2) (171.76) (260.34) (768.51) 205.83
Total (1+2) (1146.20) (2040.53) (2331.01) (1316.13)
Balance of Profit / (Loss) of earlier years 9128.28 11168.81 7495.33 8811.46
Add: Transfer from Debenture Redemption Reserve - - - -
Balance carried forward 7982.08 9128.28 5164.32 7495.33
Earning per Ordinary Shares ( Rs.)
Basic & Diluted (4.57) (8.34) (7.32) (7.13)

FINANCIAL PERFORMANCE AND REVIEW OF OPERATIONS

During the financial year ended on 31st March 2021 your Company has reported astandalone EBITDA of Rs.3609.95 Lakhs against Rs.3035.09 Lakhs during the previous year.Total Standalone Income from Operations has decreased to Rs.39110.03 Lakhs as againstRs.61489.73 Lakhs in the Previous Year.

Operational matters have been discussed under 'Management Discussion and Analysis'detailed in appropriate part of this Report.

DIVIDEND AND TRANSFER TO RESERVE

In view of inadequacy of profits for the financial year ended on 31st March 2021 yourDirectors have not recommended any dividend for the year. The Board of Directors of yourCompany has decided not to transfer any amount to the Reserves for the year under review.

INVESTMENT IN GILLANDERS HOLDINGS (MAURITIUS) LIMITED A WHOLLY OWNED SUBSIDIARY

During the period under review the Company had invested USD 3600000 (United StatesDollar Thirty-Six Lakhs Only) by subscribing to 3600000 fully paid-up equity shares ofUSD 1 each at par of Gillanders Holdings (Mauritius) Limited a Wholly Owned ForeignSubsidiary.

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 belowforming part of this Annual Report. The industry structure development performanceopportunities threats outlook risk and concerns internal control systems and itsadequacy financial performance with respect to operational performance and materialdevelopments in human resource and industrial relations have been discussed in theparagraphs to follow.

Textile Division

The year under review started with an unprecedented crisis due to lockdown imposed inthe country and the major economies of the world. The lockdown resulted in totaldisruption to the business and destruction of the demand across the world. After initialphase of complete lockdown the industry was allowed to function with unsustainable andunviable capacity from the later part of the first quarter. However the situation startedimproving gradually from the second half of the year with better demand for the textileproducts particularly in the cotton value chain which resulted in significant improvementin performance of the cotton mill.

During the year under review North India Spinning Mill Unit located in the state ofPunjab was sold in order to reduce debts and improve the overall profitability of thecompany.

The series of lockdown imposed again during the current year due to pandemic by almostall the states has resulted in disruption in demand. The cotton value chain has been lessimpacted because of good demand from the export market as compared to synthetic valuechain which has been badly impacted. The industry continues to deal with uncertaintyregarding the government directives and restrictions uncertain labour supply andunpredictable demand.

However the entire world is taking aggressive steps to minimize the impact of thepandemic and putting the human life back to normalcy. If successful the same will resultin improved demand for textile products and the resultant improvement in the performanceof the textile value chain.

Tea Division

The Global Tea Production (excluding China) in the financial year 2020-21 was slightlyhigher as compared to 2019-20 with Kenya being major contributor to increase. All IndiaTea Production in Financial year 2020-21 is lower at 1255.60 million kgs compared to1360.10 million kgs in the previous financial year primarily due to lockdown imposed inpandemic.

Your Division also suffer production loss due to pandemic and reported a production of7.4 million kgs during the year under review. Average Tea Prices at auction centres inNorth India witnessed a significant increase of Rs.50 per kg compared to the previousyear primarily due to lower tea in supply chain. Price realization of our bulk teawitnessed increase of Rs.65 per kg from previous years which helped to compensate theproduction loss.

During the year under review Tengpani Tea Estate was sold in order to reduce the debtsand improve the overall profitability of the Company.

During the financial year total tea exported from India was 18% lower as compared toprevious year. The performance of the Export Division is impacted due to lower offtake byexporting countries consequent to significant spurt in domestic tea price whereas sluggishdemand and lower price in international market. Your Tea Division is hopeful forimprovement in its performance in the coming year subject to little parity in price ofdomestic and international market.

All six factories of your Tea Division are certified under ISO 22000-2018 and are alsocertified under Trustea. Tea Division also enjoys RFA certification in its three TeaEstates located in the Golaghat district.

During the current year due to unprecedented resurgent in cases of Covid-19 pandemicmany states impose varied degree of lockdown resulting in disruption of demand. Howeverwith gradual relaxation after lockdown we expect demand to improve. The production as ondate even though higher than last year has been impacted due to adverse climaticcondition in early part of the current year. There has been an interim increase in wagesin both the states of Assam and West Bengal which will result in increase in cost and mayhave adverse impact on the performance of the division in the current year. The divisionis continuing its focus on quality mechanization and exploring new export market to keepthe performance of division stable in the current year.

Engineering (MICCO) Division

Engineering (MICCO) Division which basically carries out project execution in EPC andsupply/erection mode also had to undergo through adverse situation due to pandemic. Ourproject sites at JSW Dolvi Plant Tata Sites at Kalinganagar and Vizag were totally closedfrom April 2020 and could gradually resume its normal operations from the month of June2020 only. Further work at Tata Kalinganagar site was temporarily suspended by customerfor several months which affected our execution.

Against all odds Engineering division achieved a revenue of Rs.33.71 Crores during theperiod under review. By sustained efforts the Division won orders for new projects duringthe year of around Rs.38.87 Crores. During the financial year the division hadsystematically reduced its manpower from 125 heads to 85 heads and curtail otheroverheads.

The execution of project has remained challenging even during the current year due toprevalent pandemic and lockdown. However your Directors are hopeful with gradual ease ofrestriction pace of execution will improve. Steel industry has performed well and hopefulthat producer will proceed with expansion/modernization program and we expect to procuresufficient order.

Property Division

Property Division had reported revenue of Rs.888.68 lakhs during the period underreview which has been slightly lower compared to previous financial year. As alsoreported in last year that due to Covid-19 the world has been going through a recessionperiod and real estate sector was also under stress which adversely affected theactivities of the division resulting in some of the tenants vacating the occupancy duringthe period under review. During the current year the Division has been trying to inductsome new tenants but as on date there is hardly any demand. In spite of that your Divisionwill put forward its continuous effort and try its best to increase the occupancy ofGillander House the property which majorly generates rental income of your Company.

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 theSEBI Listing Regulations details of significant changes (i.e. change of 25% or more ascompared to the immediately previous financial year) in Key Financial Ratios and anychanges in Return on Net Worth along with detailed explanations therefore are givenbelow:

Sl. No. Particulars 2020-21 2019-20 % Change
i) Debt Equity Ratio 0.72 1.14 36.84
ii) Net Profit Margin (' in lakhs) (974.44) (1780.19) 45.26
iii) Return on Net Worth (0.04) (0.07) 42.86

The significant changes as reflected in the ratios during the year are majorly due tothe reason that the company has sold North India Spinning Mill Unit located in the stateof Punjab and Tengpani Tea Estate in Tinsukia Assam in order to reduce and repay debtsdue with banks/financial institutions.

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 Managing Director andExecutive Director & CEO of the Company and thereafter placed before the Meetings ofthe Audit Committee of the Board of Directors. Representatives of the Statutory AuditorsCost Auditors and Internal Auditors are also invited at the Meetings of the AuditCommittee as and when required. Corrective measures suggested at the Audit CommitteeMeetings are duly implemented.

The Audit Committee of the Board also reviews the adequacy of Internal FinancialControl Systems at regular intervals. No fraud has been reported by the Statutory AuditorSecretarial 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 talentas it acknowledges the importance of good Human Resources. Company has cordial relationwith employees and there is mutual respect and admiration for each other. The Directorswish 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 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 pandemic etc. over which the Company does not have anycontrol. The Company assumes no responsibility to publicly amend modify or revise anysuch statements on the basis of subsequent developments information or events. Readersare advised to apply their diligence and independent judgment.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements for the financial year ended on 31st March 2021prepared 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

Gillanders Holdings (Mauritius) Limited Mauritius the Direct Foreign Subsidiaryreported a loss before tax of Rs.94.21 lakhs against loss of Rs.52.15 lakhs during theprevious year. No significant operational activities have been undertaken by the saidSubsidiary during the year under review.

For the financial year ended on 31st March 2021 Naming'omba Tea Estates LimitedMalawi (NTEL) a step-down Foreign Subsidiary has reported a loss before tax ofRs.1055.08 lakhs against a reported profit of Rs.1050.38 lakhs for the previous year.

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

Tea production of NTEL for the year under review was 2.01 million kgs compared to lastyear's production of 2.33 million kgs. Whereas Macadamia (N I H) production of NTEL was1.81 million kgs against last year's production of 2.07 million kgs.

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

As on 31st March 2021 an amount of Rs.3189.84 lakhs were outstanding as fixed depositfrom the public and Shareholders of your Company out of which Rs.1839.00 lakhs wereaccepted / renewed during the year.

During the year under review your Company has accepted/renewed deposits aggregating toRs.1839.00 lakhs which comprise of Fixed Deposit for Rs.552.28 lakhs and CumulativeDeposit for Rs.1286.72 lakhs.

Matured Fixed Deposits for Rs.7.00 lakhs remained unpaid and unclaimed as on 31stMarch 2021 out of which Fixed Deposit for Rs.1.50 lakhs has been claimed and were repaidtill date. There is no default in repayment of deposits and in payment of interestthereon.

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

DIRECTORS

Mr. Manoj Sodhani will retire in the ensuing 87th Annual General Meeting and beingeligible offers himself for reappointment. The Board of Directors recommends hisre-appointment.

On the recommendations of the Nomination and Remuneration Committee the Board ofDirectors of the Company at their meeting held on 11th February 2021 had:

(i) Re-Appointed Mr. Mahesh Sodhani as the 'Managing Director' of the company for aterm of 3 (three) years with effect from 1st April 2021 subject to the approval of themembers of the Company at the ensuing 87th Annual General Meeting;

(ii) Re-Appointed Mr. Manoj Sodhani as an 'Executive Director & CEO' of the companyfor a term of 3 (three) years with effect from 1st April 2021 subject to the approval ofthe members of the Company at the ensuing 87th Annual General Meeting.

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

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/ Familiari7ation% Rs.0Programme% Rs.0for%Rs.0Independent% Rs.0Director.pdf

CHANGES IN KEY MANAGERIAL PERSONNEL

During the year Mr. Dhananjoy Karmakar resigned from the post of Company Secretaryand Compliance Officer of the Company with effect from close of business hours of 31stOctober 2020 and the Nomination and Remuneration Committee appointed in his place Ms.Neha Singh as the Compliance Officer of the Company with effect from 1st November 2020.

Further the Board on the recommendation of Nomination and Remuneration Committeeappointed Mr. Rajat Arora as the Company Secretary and Compliance Officer w.e.f. 7thDecember 2020. With induction of Mr. Rajat Arora Ms. Neha Singh ceased to be theCompliance Officer.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended on 31stMarch 2021 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 on 31st March 2021 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 Shruti Singhania Practicing Company Secretary (ACS No. 46932)and designated partner of Deepak Khaitan & Co. LLP 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. No material contract / arrangement/transaction were entered into with any RelatedParty.

The Policy on related party transactions as approved by the Board may be accessed onthe Company's website at the link: http:// www.aillandersarbuthnot.com/pdf/policv/rptpolicy 03jun19.pdf Your Directors draw attention of the Members to Note No. 47 to thestandalone financial statements which set out related party disclosures as per the ActSEBI Listing Regulations and the Accounting Standards.

CORPORATE SOCIAL RESPONSIBILITY

Your Company tries to address the needs of people by taking sustainable initiatives inthe areas of promoting education health care and setting up of homes and hostels forwomen and orphans. During the year under review the Company could not undertake any CSRactivities. The average net profit of the Company during the 3 immediately precedingfinancial years was negative.

The CSR Policy of the Company 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 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 Management reviews the identified risksincluding assessment of the said risks and procedures which are being implemented formonitoring mitigating and minimization of the said risks.

AUDITORS

Pursuant to Section 139 of the Companies Act 2013 at the 86th Annual General Meeting(AGM) of the Company M/s. JKVS & Co. Chartered Accountants (Firm Registration No.-318086E) was appointed as the Statutory Auditor of the Company for a term of 5 (Five)consecutive years from the conclusion of the 86th AGM of the Company held in the calendaryear 2020 till the conclusion of the 91st Annual General Meeting of the Company to be heldin the calendar year 2025.

M/s. Kothari & Company Chartered Accountants (Firm Registration No.-309088E) whowere re-appointed as Branch Auditors of the Engineering (MICCO) Division of the Companyfor a term of 5 (Five) consecutive years up to the conclusion of the 88th AGM of theCompany to be held in the calendar year 2022 shall continue to be the Branch Auditor ofthe said Division.

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 explanations.

COST AUDITORS

On the recommendation of the Audit Committee and in compliance with the provisions ofSection 148 of the Act read with the Companies (Audit and Auditors) Rules 2014 yourBoard had appointed M/s. B. Ray & Associates Cost Accountants Kolkata to conduct theaudit of the cost records of the Company for the Financial year ending on 31st March2022.

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 Auditor appointed for the year ending on 31st March 2022is appearing in the Notice convening the 87th AGM of the Company.

SECRETARIAL AUDIT

The Board had appointed CS K.C. Dhanuka Practicing Company Secretary (FCS No. 2204)to conduct Secretarial Audit for the financial year ended on 31st March 2021. TheSecretarial Audit Report for the financial year ended on 31st March 2021 is annexedherewith and marked as Annexure II to this Report. The Secretarial Audit Report does notcontain any qualification/ adverse remark/observation.

OTHER DISCLOSURES:

Composition of Audit Committee

The Audit Committee of the Company at present comprises of Mr. A. Baheti as theChairman of the Committee Mr. A.K. Kothari Mr. N. Pachisia and Mr. K. Ashok as theMembers of the said Committee. For details relating to composition number and dates ofmeetings please refer to Clause III of the report on Corporate Governance which formspart of this Annual Report. The recommendations made by the Audit Committee were acceptedby the Board.

Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company at present comprises of Mr.K. Ashok as the Chairman of the Committee Smt. PD. Kothari and Mr. N. Pachisia as theMembers of the said Committee. For details relating to composition number and dates ofmeetings please refer to Clause IV of the report on Corporate Governance which forms partof this Annual Report. The criteria for determining qualifications positive attributesindependence of a Director performance evaluation of Board Committees and the Directorsare laid down under the Nomination and Remuneration Policy of the Company.

The performance evaluation of the Board it's Committees and of individual Directorswas made by way of structured questionnaire and the Directors were satisfied with theevaluation process. Remuneration Policy for Directors Key Managerial Personnel and otheremployees may be accessed on the Company's website at the link: http://www.gillandersarbuthnot.com/pdf/2019/NRC-Policy.pdf The recommendations made by the Nomination and Remuneration Committee wereaccepted by the Board.

Composition of Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company at present comprises ofMr. N. Pachisia as the Chairman of the Committee Mr. C. R. Prayag and Mr. K. Ashok as theMembers of the said Committee. For details relating to composition number and date ofmeeting please refer to Clause XV of the report on Corporate Governance which forms partof this Annual Report. The recommendations made by the Corporate Social ResponsibilityCommittee were accepted by the Board.

Composition of Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company at present comprises of Mr. C.R. Prayag as the Chairman of the Committee Mr. A.K. Kothari Smt. PD. Kothari and Mr.Mahesh Sodhani as the Members of the said Committee. For details relating to compositionnumber and dates of meetings please refer to Clause VIII (F) of the report on CorporateGovernance which forms part of this Annual Report. The recommendations made by theStakeholders Relationship Committee were accepted by the Board.

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 also provides adequate safeguards against victimization. The whistle blower policymay be accessed on the Company's website at the link: http://www.gillandersarbuthnot.com/pdf/policy/Whistle-Blower-Policy-0519.pdf. Your Board affirms that no person has been denied access tothe Chairman of the Audit Committee.

Meetings of the Board

Four Meetings of the Board of Directors were held during the year. For details relatingto composition and dates of meetings please refer to Clause II D of the report onCorporate 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 had given corporate guarantee to G. Das &Co. Pvt. Ltd. for creation of Security against Medium Term loan of Rs.10 Crores availedfrom Yes Bank Ltd. Further the company invested USD 3600000 (United States DollarThirty-six lakhs only) by subscribing to 3600000 fully paid-up equity shares of USD 1each at par of Gillanders Holdings (Mauritius) Limited a Wholly Owned ForeignSubsidiary. For details please refer to Note No. 47 of Notes to Financial Statements.

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 under the Act is annexed herewith and marking asAnnexure III.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith and marked as Annexure IV.The Annual Return of the Company may be accessed on the Company's website at the link: https://www.gillandersarbuthnot.com/invinfo.php

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 Rs.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 V.

Credit Ratings

Your Company has obtained credit ratings for bank loans and fixed deposit scheme fromCare Ratings Limited Mumbai (CARE). CARE vide its letter dated 10th August 2020 hadgiven CARE BBB Stable CARE BBB Stable/A Three and CARE A3 Stable rating for theCompany's long term/short term bank facilities and fixed Deposit Scheme.

Thereafter CARE vide their letter dated 18th March 2021 had given CARE BBB StableCARE BBB Stable/A Three and CARE A3 Stable for the Company's long term/short term bankfacilities and fixed Deposit Scheme. These ratings are valid for a period of one year fromthe date of the letters until otherwise revised.

Secretarial Standards

During the year under review the Company has not issued any share capital. The Companyis in compliance with applicable Secretarial Standards issued by the Institute of CompanySecretaries of India New Delhi.

Equity Shares in the Suspense Account

As on 1st April 2020 2737 aggregate number of shareholders representing 290834numbers of fully paid-up Ordinary shares were lying in the suspense account. During thefinancial year 2020-2021 22028 numbers of fully paid-up ordinary shares aggregating 232shareholders were transferred to the suspense account. As on 31st March 2021312862numbers of Ordinary shares aggregating 2969 shareholders were lying in the suspenseaccount. The voting rights on these shares remains frozen till the rightful owner of suchshares claims the same.

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

During the year under review Rs.789162 was transferred to the IEPF in respect offinancial year 2012-13. Shares in respect of which dividend has not been paid or claimedfor seven consecutive years or more i.e. relating to the financial year 2012-2013 wererequired to be transferred to IEPF of the Central Government by 12th October 2020. TheCompany had sent notices to all shareholders whose shares were due to be transferred tothe IEPF Authority and subsequently have transferred 22028 numbers of shares to IEPF.

Shareholders who have not yet encashed their dividend warrant(s) for the financial year2013-2014 are requested to submit their claims to the Registered Office of the Company forrevalidation/issue of duplicate dividend warrants quoting reference of their Ledger Folionumbers. Unclaimed dividend for the year 2013-2014 is due for transfer to IEPF laterduring the year.

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 2021 exceptinvestment in Gillanders Holdings (Mauritius) Limited as reported above. Further therehas 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 Workplacein 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 complaintwas pending at the beginning of the year no complaint was received during the year andhence no complaint was pending at the end of the year.

General

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board
Place: Kolkata A. K. Kothari
Date: 28th June 2021 Chairman
DIN : 00051900

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