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Gillanders Arbuthnot & Company Ltd.

BSE: 532716 Sector: Others
NSE: GILLANDERS ISIN Code: INE047B01011
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VOLUME 1129
52-Week high 39.00
52-Week low 15.15
P/E
Mkt Cap.(Rs cr) 71
Buy Price 32.85
Buy Qty 25.00
Sell Price 33.35
Sell Qty 200.00
OPEN 33.80
CLOSE 32.40
VOLUME 1129
52-Week high 39.00
52-Week low 15.15
P/E
Mkt Cap.(Rs cr) 71
Buy Price 32.85
Buy Qty 25.00
Sell Price 33.35
Sell Qty 200.00

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 2020.

FINANCIAL RESULTS

The Company's financial performance for the year ended on 31st March 2020 issummarized below:

' In Lakhs

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from Operations 61489.73 70537.19 66003.07 75115.31
Other Income 1592.46 1094.39 1684.28 1212.54
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 3035.09 5475.81 4530.71 7746.03
Less: Depreciation/ Amortisation/ Impairment 1568.83 1694.16 1965.85 2023.06
Profit /(loss) before Finance Costs Exceptional items and Tax Expense 1466.26 3781.65 2564.86 5722.97
Less: Finance Costs 4204.49 4498.76 4771.03 5048.86
Profit /(loss) before Exceptional items and Tax Expense (2738.23) (717.11) (2206.17) 674.11
Add/(less): Exceptional items 958.04 - 958.04 -
Profit / (loss) before Tax Expense (1780.19) (717.11) (1248.13) 674.11
Less: Tax Expense (Current & Deferred) - 162.58 273.83 641.70
Profit /loss for the year (1) (1780.19) (879.69) (1521.96) 32.41
Total Comprehensive Income/ (loss) (2) (260.34) (55.44) 205.83 (318.48)
Total (1+2) (2040.53) (935.13) (1316.13) (286.07)
Balance of Profit / (Loss) of earlier years 11168.81 12103.94 8811.46 9097.53
Balance carried forward 9128.28 11168.81 7495.33 8811.46
Earning per Ordinary Shares ( ' )

Basic & Diluted

(8.34) (4.12) (7.13) 0.15

FINANCIAL PERFORMANCE AND REVIEW OF OPERATIONS

During the financial year ended on 31st March 2020 your Company has reported astandalone EBITDA of ' 3035.09 Lakhs against ' 5475.81 Lakhs during the previous year.Total Standalone Income from Operations has decreased to ' 61489.73 Lakhs as against '70537.19 Lakhs in the Previous Year. Operational matters have been discussed under'Management Discussion and Analysis' detailed in appropriate part of this Report.

During the year under review the operating profit margin ratio and net profit marginratio was lower by more than 25 per cent when compared with the previous financial year.This was primarily due to operating losses incurred by the Company due to economicslowdown and Covid'19 which has been discussed in detail in Management Discussion andanalysis section.

DIVIDEND AND TRANSFER TO RESERVE

In view of inadequacy of profits for the financial year ended on 31st March 2020 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 year the Company has invested an amount of USD 200000 (United StatesDollar Two Lakhs only) by subscribing to 200000 numbers of fully paid up equity sharesof USD 1 each at par of Gillanders Holdings (Mauritius) Limited a Wholly Owned ForeignSubsidiary. In the month of June 2020 the Company has further invested USD 3100000(United States Dollar thirty one lakhs only) by subscribing to 3100000 fully paid upequity shares of USD 1 each at par of Gillanders Holdings (Mauritius) Limited a WhollyOwned Foreign Subsidiary since the close of the reporting financial year to the date ofthis Report.

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.

Textile Division

The textile industry in general and spinning industry in particular has been passingthrough a huge crisis mainly due to poor demand in both the domestic and internationalmarkets. The cotton spinning mills are highly dependent on the export of yarn which wasdown by about thirty percent in the year under review as compared to previous yearresulting in big crisis for the spinning mills. The synthetic spinning mills also faced acrisis as the import of synthetic yarn increased as compared to previous year.

Covid'19 came as a big blow to the already struggling industry with unprecedentedcrisis in both the domestic and international markets as most of the countries resortedto lockdown. The lockdown has resulted in total disruption to the businesses anddestruction of demand across the world.

India has imposed continuous lockdown in the month of April and May with negligibleactivity in the textile sector. After initial phase of complete lockdown the industry hasbeen allowed to function with substantially reduced capacity which is not sustainable andviable. The industry will have to deal with the totally uncertain environment with regardto government directives and restrictions unpredictable demand scenario erratic anduncertain labour availability. The industry is expected to encounter unprecedentedchallenges in the current year. Your Directors are closely monitoring the situation andwill take all necessary steps to minimize the impact.

Tea Division

The Global Tea Production (Excluding China) in the financial year 2019-20 was at parwith 2018-19. All India Tea Production during 2019-20 is 1360.10 million kgs compared to1349.60 million kgs in the previous financial year.

Your Division reported a production of 9.2 million kgs which is marginally lower thanthe previous year. Adverse weather condition during the early part of the year and sale ofJutlibari Tea Estate during the last quarter of the financial year have resulted in lowerproduction .Further rapid spread of Covid 19 pandemic across the world including Indiafollowed by Lockdowns have impacted the production in the month of March 2020 .

Average Tea Prices at auction centers in North India witnessed a decrease of ' 3.00 perkg compared to the previous year primarily due to decrease in price of non quality Tea.Price realization of our Bulk Tea is at par when compared with previous year.

During the year under review Jutlibari Tea Estate one of the tea estates of theCompany was sold to Jutlibari Tea and Plantations LLP Assam in order to reduce the debtsand improve the overall profitability of the Company.

During the period under review the performance of the Export Division is stable.During the current year with an increased price in domestic market economic slowdown inimporting countries and lower price in African teas due to higher production may causechallenges for Indian tea export market. However your Division is hopeful of maintainingit's performance in the coming year.

All seven factories of your Division are certified under ISO 22000-2005 and are alsocertified under Trustea. Your Division also enjoys RFA certification in its three TeaEstates located in the Golaghat districts.

During the current year due to Covid'19 production of Tea is adversely affected tilldate resulting in loss of revenue increased cost of production which would adverselyimpact the profitability of the Division. However due to lower tea in supply chainprices have firm up and shall remain buoyant during the year. The Division is continuingits focus on quality and mechanization and expects that the performance to be stable inthe current year.

Engineering (MICCO) Division

MICCO (Engineering) Division is engaged mainly in the execution of EPC projects anddifferent job work in the field of structural mechanical piping & electrical indifferent steel plants of India.

During the year under review steel sector units are under stress due to worldwide lowdemand and falling price of steel products. During the year under review MICCO having agood track record continued to remain adequately engaged in Tata Kalinganagar RINL aswell as in JSW Dolvi plant.

There has been impact of pandemic on progress of job during the current year resultingin slight increase in cost. However your Directors are hopeful that with gradual openingup of the economy demand shall improve and expects that the steel producers will proceedwith expansion program albeit at a lower pace which will help in procuring sufficientorders.Your Directors expect performance of this Division to be stable during the currentyear.

Property Division

The Division has reported revenue of ' 919.95 lakhs which is 11.31% higher compared toprevious year. The increase in Revenue was due to induction of new tenants and renewal oftenancy at increased rates. Comprehensive fire safety policy is rigorously implementedwith installation of fire safety equipments and conducting of fire safety drills atregular intervals.

Due to Covid'19 and slowing down of economic activities the performance of thisDivision may be adversely affected. However continuous efforts would be made to increaseoccupancy and rationalize cost.

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.

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 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 2020prepared 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 ' 52.15 lakhs against profit of ' 19.39 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 2020 Naming'omba Tea Estates LimitedMalawi (NTEL) a step down Foreign Subsidiary has reported a profit before tax of '1050.38 lakhs against a reported profit of ' 1371.83 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 2.33 million kgs compared to lastyear's production of 2.53 million kgs.

During the year Macadamia (N I H) production of NTEL was 2.07 million kgs against lastyear's production of 2.22 million kgs. Further we have done extension planting of 124.55Hectares of macadamia and will continue extension plans in coming years.

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 Rules framed therein.

As on 31st March 2020 an amount of ' 3786.12 lakhs was outstanding as fixed depositfrom the public and Shareholders of your Company out of which ' 1953.74 lakhs wereaccepted / renewed during the year.

During the year under review your Company has accepted / renewed deposits aggregatingto ' 1953.74 lakhs which comprise of Fixed Deposit for ' 459.04 lakhs and CumulativeDeposit for ' 1494.70 lakhs.

Matured Fixed Deposits for ' 18.64 lakhs remained unpaid and unclaimed as on 31stMarch 2020 out of which Fixed Deposit for ' 13.48 lakh 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. Mahesh Sodhani will retire in the ensuing 86th Annual General Meeting and beingeligible offers himself for reappointment. The Board of Directors recommends hisre-appointment.

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 Board of Directors at its Meeting held on 28th May 2019 had recommended theappointment of Mr. Charudatta Raghvendra Prayag and Mr. Kothaneth Ashok as IndependentDirectors for consecutive period of 5 (five) years each with effect from 28th May 2019.Further the Board of Directors had also recommended the re-appointment of Mr. NareshPachisia as an Independent Director of the Company for second term of 5 (five) consecutiveyears with effect from 9th August 2019. The aforesaid appointments / re-appointment wereapproved at the 85th Annual General Meeting held on 9th August 2019.

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 2020 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 2020 and of the loss of theCompany for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts has been prepared on a 'going concern' basis;

e) internal financial controls has been laid down so that the same can be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by Securities and Exchange Boardof India. The Report on Corporate Governance confirming compliance with the conditionsstipulated under the SEBI Listing Regulations which forms part of the Annual Report isattached to this Report. Certificate on Corporate Governance as stipulated in the saidRegulations issued by CS Deepak Kumar Khaitan Practicing Company Secretary (FCS No.5615) is also attached to this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the 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.gillandersarbuthnot.com/pdf/policy/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

The second term of 5 (five) consecutive years of M/s. Singhi & Co. CharteredAccountants (Firm Registration No.- 302049E) as Statutory Auditors of the Company shallcome to an end on the conclusion of the ensuing 86th Annual General Meeting of theCompany. The Board of Directors of the Company would like to place on record their sincereappreciation for the services rendered by the said Auditor.

Messrs. JKVS & Co. Chartered Accountants (Firm Registration No. 318086E ) hasgiven their consent to be the Statutory Auditor of the Company if appointed at theensuing 86th Annual General Meeting of the Company for a period of 5 (five) consecutiveyears. Messrs. JKVS & Co. Chartered Accountants has also confirmed that theirappointment would be in compliance with the provisions of the Companies Act 2013 andapplicable Rules and that they are not disqualified under any Act from being StatutoryAuditors of the Company.

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

Brief profile of JKVS & Co. Chartered Accountants their terms and rationale forappointment has been provided in the

explanatory statement to the Resolution set out in the Notice convening the 86th AGM ofthe Company.

The Board of Directors recommends their appointment as Statutory Auditor of theCompany.

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 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 2021
1 Tea M/s. B. Ray & Associates
2 Textile M/s. D. Sabyasachi & Co

M/s. D. Sabyasachi & Co. Cost Accountants has been appointed as the lead costauditor. In accordance with the provision of Section 148 of the Act read with theCompanies (Audit and Auditors) Rules 2014 appropriate Resolution seeking yourratification of the Remuneration of the said Cost Auditors appointed for the year endingon 31st March 2021 is appearing in the Notice convening the 86th 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 2020. TheSecretarial Audit Report for the financial year ended on 31st March 2020 is annexedherewith and marked as Annexure II to this Report. The Secretarial Audit Report does notcontain any qualification/ adverse remark/observation.

CHANGE IN KEY MANAGERIAL PERSONNEL

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee have promoted and appointed Mr. Niraj Singh who is a member of the Institute ofChartered Accountants of India as the Chief Financial Officer of the Company with effectfrom 1st April 2020.

Mr. P. K. Jain retired as the Chief Financial Officer of the Company from the close ofbusiness hours on 31st March 2020. Your Board wishes to record its sincere appreciationfor the services rendered by Mr. P. K. Jain during his long tenure as Chief FinancialOfficer of the Company.

OTHER DISCLOSURES:

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 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 of meetings please refer to Clause III of the report on CorporateGovernance which forms part of this Annual Report. The recommendations made by the AuditCommittee were accepted by 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. P.D. 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 theNomination and Remuneration Committee 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. P.D. 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/policv/Whistle-Blower-Policv-0519.pdf . Your Board affirmsthat no person has been denied access to the Chairman of the Audit Committee.

Meetings of the Board

Four Meetings of the Board of Directors were held during the year. For details 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 a loan of USD 2000000 (UnitedStates Dollar Twenty lakhs only) to Gillanders (Holdings) Mauritius Limited a whollyowned foreign subsidiary of the Company which was repaid during the financial year by thesaid subsidiary. The Company has not given any guarantee and security during the year.However during the financial year 2019-2020 the Company has invested an amount of USD200000 (United States Dollar Two Lakhs only) by subscribing to the fully paid up EquityShares of USD 1 each at par of Gillanders Holdings (Mauritius) Limited. For detailsplease refer to Note no. 47 of notes to accounts.

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 marked 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/inv info.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 ' 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) Rules 2014 as amended is annexed herewith and marked as AnnexureV.

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 23rd December 2019 hadgiven CARE BBB+ Stable and CARE A3+ Stable rating for the Company's long term bankfacilities and fixed Deposit Scheme.

Thereafter CARE vide their letter dated 14th January 2020 had given CARE BBB+Stable for the Company's fixed Deposit Scheme. These ratings are valid for a period ofone year from the 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 2019 2294 aggregate number of shareholders representing 231782numbers of fully paid up Ordinary shares were lying in the suspense account. During thefinancial year 2019-2020 59052 numbers of fully paid up ordinary shares aggregating 443shareholders were transferred to the suspense account. As on 31st March 2020 290834numbers of Ordinary shares aggregating 2737 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 ' 331345 was transferred to the IEPF in respect offinancial year 2011-12. Shares in respect of which dividend has not been paid or claimedfor seven consecutive years or more i.e. relating to the financial year 2011-2012 wererequired to be transferred to IEPF of the Central Government by 16th October 2019. TheCompany had sent notices to all shareholders whose shares were due to be transferred tothe IEPF Authority and subsequently have transferred 59052 numbers of shares to IEPF.

Shareholders who have not yet encashed their dividend warrant(s) for the financial year2012-2013 or any subsequent financial years are requested to submit their claims to theRegistered Office of the Company for revalidation/issue of duplicate dividend warrantsquoting reference of their Ledger Folio numbers. Unclaimed dividend for the year 2012-2013is due for transfer to IEPF later during 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 2020 except investmentin Gillanders Holdings (Mauritius) Limited as reported above. Further there has been nochange 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 quasijudicial 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: 30th June 2020

Chairman

.