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Gillanders Arbuthnot & Company Ltd.

BSE: 532716 Sector: Others
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OPEN 32.00
52-Week high 69.55
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Mkt Cap.(Rs cr) 65
Buy Price 30.10
Buy Qty 24.00
Sell Price 32.50
Sell Qty 50.00
OPEN 32.00
CLOSE 29.85
52-Week high 69.55
52-Week low 24.70
Mkt Cap.(Rs cr) 65
Buy Price 30.10
Buy Qty 24.00
Sell Price 32.50
Sell Qty 50.00

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 2018.


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



Particulars 2017-18 2016-17 2017-18 2016-17
Profit Before Depreciation Interest Exceptional Items and Tax 5187.75 3154.89 7024.95 3540.98
Finance Cost 4492.68 4794.65 5005.31 5350.90
Profit/(Loss) Before Depreciation and Tax 695.07 (1639.76) 2019.64 (1809.92)
Depreciation and Amortisation Expense 1615.77 1909.98 2423.98 2208.55
Profit/(Loss) Before Exceptional Items and Tax (920.70) (3549.74) (404.34) (4018.47)
Exceptional Items - 2206.77 - 2206.77
Profit/(Loss) after Exceptional Items but Before Tax (920.70) (1342.97) (404.34) (1811.70)
Add: Tax Expense
- Current Tax 60.00 50.00 277.07 158.59
- Deferred Tax Charge 82.81 (31.13) 175.34 (84.86)
Profit/(Loss) for the Year (1063.51) (1361.84) (856.75) (1885.43)
Other Comprehensive Income:
- Items that will not be classified to profit or loss 266.23 96.39 266.23 96.39
- Income tax relating to these items 82.81 (31.13) 82.81 (31.13)
Total Comprehensive Profit/(Loss) for the Year (714.47) (1296.58) (507.71) (1820.17)
Balance Brought Forward from previous Year 12818.41 13524.04 8027.44 9256.66
Adjustment on transfer of Chemical (Waldies) Division pursuant to the Scheme of Arrangement - 590.95 - 590.95
Surplus carried to Balance Sheet 12103.94 12818.41 7519.73 8027.44
Earnings per Ordinary Share (Rs ) - Basic & Diluted (4.98) (6.38) (4.01) (8.83)

The Company has adopted Indian Accounting Standards (Ind - As) as prescribed underSection 133 of the Companies Act 2013 read with the Companies (Indian AccountingStandards) Rules 2015 as amended with the date of transition to Ind-As as 1st April2016.


During the financial year ended on 31st March 2018 your Company has reported astandalone EBITDA of Rs 5187.75 lakhs against Rs 3154.89 lakhs during the previous year.Total Standalone Income from Operations has decreased to Rs 62678.96 lakhs as against Rs65065.99 lakhs in the Previous Year. Operational matters have been discussed under‘Management Discussion and Analysis' detailed in appropriate part of this Report.


In view of inadequacy of profits for the financial year ended on 31st March 2018 yourDirectors have not recommended any dividend for the year.


During the year the Company has invested an amount of USD 400000 (United States FourLakhs dollars only) by subscribing to 400000 numbers of fully paid up equity shares ofUSD 1 each at par of Gillanders Holdings (Mauritius) Limited a Wholly Owned ForeignSubsidiary.


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


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 presentedin a separate section forming part of the Annual Report. The industry structuredevelopment performance opportunities threats outlook risk and concerns internalcontrol systems and its adequacy financial performance with respect to operationalperformance and material developments in human resource and industrial relations have beendiscussed in the paragraphs to follow.

Textile Division

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

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

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

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

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

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

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

Tea Division

The global tea production in 2017 was higher compared to 2016 with major increase inproduction in India Sri Lanka and Malawi whereas major losers were Kenya andBangladesh. India produced 1321 Million kgs a growth of 54 million kgs compared to theprevious year i.e. 2016. This was primarily due to increase in production in West Bengaland South India whereas Assam was almost at par with previous year. Average pricerealization of India in auction centres was at par compared to last year. However theprice for bulk tea has increased by around Rs 4 per kg compared to previous year whichreflects the goodwill and premium your product enjoys in the market. During the year underreview this division reported a production of 97.92 million kgs which is marginallylower compared to last year due to adverse weather conditions in Assam and lowersourcing of outside green leaf.

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

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

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

Prospects of increase in wages and other input cost are major challenges that the teaindustry may face. However your Directors are confident of overcoming them with morehigh-value products increase in volume of export and packet improving quality of CTCthereby expecting an improved performance in coming year.

Engineering (MICCO) Division

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

The performance of your Division has improved when compared to the previous year due tovarious steps taken viz. rationalization of cost value engineering etc. It is theforemost EPC contractor in the area of Gasholder and your division has won the prestigiouscontract to build the 80000m3 gasholder for Jindal Steel & Power Limited in the yearunder review.

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

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

Property Division

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

Internal Financial Control Systems and their adequacy

Your Company has adequate Internal Financial Control Systems in all areas of operation.Your Board has adopted policies and procedures for ensuring the orderly and 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 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.

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 diligence and independent judgment.


Consolidated financial statements for the financial year ended on 31st March 2018prepared as per the provisions of the Companies Act 2013 (hereinafter referred to as‘the Act') Rules framed therein and the applicable Accounting Standards are providedin the Annual Report.


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

GDL has three wholly owned Subsidiaries located at Malawi viz. Naming'omba Tea EstatesLimited Mafisi Tea Estates Limited and Group Holdings Limited. 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 2.40 Million kgs compared to lastyear's production of 2.07 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 1.87 million kgs against lastyear's production of 1.31 million kgs.

During the year under review your Company did not have any associate / joint venture.A separate section on the performance and financial position of the Subsidiaries in FormAOC-1 is part of the Annual Report and is annexed to the Report.


The Company is eligible to invite accept or renew deposits under the provisions of theAct and the Rules framed therein.

As on 31st March 2018 an amount of Rs 4651.04 lakhs was outstanding as fixed depositsreceived from the public and Shareholders of your Company. Matured fixed depositsamounting to Rs 3.64 lakhs remained unclaimed and outstanding as on 31st March 2018.


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

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

Mr. N. Pachisia (DIN 00233768) and Mr. Arvind Baheti (DIN 0008094824) IndependentDirectors of the Company that they meet the criteria of Independence as prescribed bothunder the Act and SEBI Listing Regulations.

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

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

(ii) Appointed Mr. Manoj Sodhani as an Additional Director (Wholetime) and designatedhim as ‘Executive Director & CEO' for a term of 3 years with effect from 1stApril 2018 subject to the approval of the members of the Company at the ensuing 84thAnnual General Meeting;

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

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

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

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

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

(iii) Mr. Arvind Baheti as an Independent Director for term of 5 (five) consecutiveyears.

The aforesaid appointments would be beneficial to the Company.

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:


Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended on 31stMarch 2018 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 2018 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.


The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements as set out by Securities and ExchangeBoard of India. The Report on Corporate Governance confirming compliance with theconditions stipulated under the SEBI Listing Regulations which forms part of the AnnualReport is attached to this Report. Certificate on Corporate Governance as stipulated inthe said Regulations issued by CS Deepak Kumar Khaitan Practising Company Secretary (FCSNo. 5615) is also attached to this Report.


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.

The Policy on related party transactions as approved by the Board may be accessed onthe Company's website at the link:

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


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.

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:

The Annual Report on CSR activities is annexed herewith and marked as Annexure I.


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.


Pursuant to Section 139 of the Companies Act 2013 at the 81st Annual General Meeting(AGM) of the Company Messrs Singhi & Co. Chartered Accountants (Firm RegistrationNo. 302049E) was re-appointed as the Statutory Auditor of the Company for a term of 5(Five) consecutive years up to the conclusion of the 86th AGM of the Company to be held inthe calendar year 2020.

Pursuant to Section 139 of the Companies Act 2013 at the 80th AGM of the CompanyMessrs Dutta Ghosh & Associates Chartered Accountants (Firm Registration No. 309088E)was re-appointed as Branch Auditors of the GIS Cotton Mill (unit of Textile Division) ofthe Company for a term of 4 (Four) consecutive years upto the conclusion of the ensuing84th AGM of the Company scheduled to be held on 30th July 2018.

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

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


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.


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 2019
1 Tea M/s. B. Ray & Associates
2 Textile M/s. D. Sabyasachi & Co.
3 Engineering (MICCO) M/s. D. Sabyasachi & Co.

In accordance with the provision of Section 148 of the Act read with the Companies(Audit and Auditors) Rules 2014 appropriate Resolution seeking your ratification of theRemuneration of the said Cost Auditors appointed for the year ending on 31st March 2019is appearing in the Notice convening the 84th AGM of the Company.


The Board had appointed CS K. C. Dhanuka Practising Company Secretary (FCS No. 2204)to conduct Secretarial Audit for the financial year ended on 31st March 2018. TheSecretarial Audit Report for the financial year ended on 31st March 2018 is annexedherewith and marked as Annexure II to this Report. The Secretarial Audit Reportdoes not contain any qualification / adverse remark / observation.


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 Mr. N. Pachisia and Mr. Arvind Baheti asthe Members of the said Committee. The recommendations made by the Audit Committee wereaccepted 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.Mahesh Sodhani as the Members of the said Committee.

Whistle Blower Policy

The Company has in place a Whistle Blower Policy in compliance with the provisions 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:

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

Six 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 the Company has not given any loan guarantee orsecurity. However the Company has invested an amount of USD 400000 (United StatesDollar Four Lakhs) by subscribing to the fully paid up Equity Shares of USD 1 each atpar of Gillanders Holdings (Mauritius) Limited.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy technology absorption 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) Rules 2014. Rule 5(2) of the saidRules state that the Board's Report shall include a statement showing the names of top tenemployees in terms of Remuneration drawn and the name of every employee who if employedthroughout the financial year was in receipt of Remuneration for that year which in theaggregate was not less than Rs 102 lakhs and if employed for part of the financial yearwas in receipt of Remuneration for any part of that year at a rate which in theaggregate 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 AnnexureVI.


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 2018. Further therehas been no change in the nature of business of the Company.


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 no case was filed pursuant to Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.


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: 30th May 2018 Chairman