DIRECTORS' REPORT

Dear Members,

Your Directors have pleasure in presenting the Annual Report on the affairs of the Company together with the Audited Financial Statements for the financial year ended on 31st March, 2015.

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

For the financial year ended on 31st March, 2015, your Company reported a loss of Rs.321.10 lakhs against profit of Rs.557.92 lakhs during the previous year. Total Income from Operations has decreased to Rs.86,780.96 lakhs during the year under review from Rs.94,679.82 lakhs in the previous year. Operational matters have been discussed under 'Management Discussion and Analysis,' detailed in appropriate part of this Report.

DIVIDEND

In view of the loss incurred by the Company for the financial year ended on 31st March, 2015, your Directors have not recommended any dividend for the said financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report. The industry structure, development, performance, opportunities, threats, outlook, risk and concerns, internal control systems and their adequacy, financial performance with respect to operational performance and material developments in human resource and industrial relations have been discussed in the paragraphs to follow.

Tea Division

Global tea production (excluding China) during the calendar year 2014 was lower as compared to the previous year, mainly due to crop loss in India, though it was partly compensated by higher crop in Kenya. All India tea production was 1,184 million kgs. in 2014 against 1,200 million kgs. in 2013.

During the year under review, this Division reported a productionof 9.60 million kgs, which is marginally lower than the production of 10.00 million kgs, as reported in the previous year. Adverse weather conditions during the early part of the year have affected the production.

Average tea prices at auction centers in North India witnessed an increase of Rs. 2 per kg compared to previous year. Price realization for bulk tea was higher by around Rs. 4 per kg compared to previous year, reflecting the acceptance of your Company's products in the market.

The Directors are pleased to inform you that exports by the Division, during the year were higher when compared with the previous year. However, exports by India were lower when compared with the previous year. This Division has diversified into newer potential markets and has also strengthened its presence in the existing markets and is confident of achieving higher exports in the coming year.

During the year under review, the performance of the packet tea segment was stable and the Division is hopeful for improved performance in the coming year.

Fresh wage agreements have been signed for both Assam and Bengal Gardens, which have come into effect retrospectively, which has increased the cost and adversely affected the profitability. Apart from the above, profitability of the Division was also impacted by rising costs of other inputs like coal, electricity, agro-chemicals, etc.

During the current year, production till date, has been higher as compared to the previous year. Hence, prices at tea auction centers have been showing signs of sluggishness. There will be increase in cost due to wage agreement and inputs in the coming year. This division expects to perform better, as compared to the previous year due to emphasis on quality, better export and packet sales.

Engineering (MICCO) Division

This Division is mainly involved in the EPC contracts in the Steel Sector. During the year under review, Steel Sector was adversely affected due to economic slowdown in the country and had very poor demand across the globe, resulting in delay in the expansion/modernization in the industry. Due to recessionary condition and financial stress in the industry there was delay in project execution. In addition, new orders were hard to come by.

However, two prestigious orders of Blast Furnace Upgradation / Relining at JSW, Bellary and Tata Steel Ltd., Jamshedpur were bagged by the Division. Few new orders are expected to be bagged by your Division in the near future. This Division has achieved a unique fit of commissioning of Blast Furnace No. 1 at Vizag Steel Plant, subsequent to Category-I Capital repair of the said furnace.

The Division is facing increased competition due to entry of many domestic and international players but with the available experience and expertise, your Directors are confident of countering the competitors. Your Division is also focusing on the new ventures to have an edge over its competitors.

This Division has been continuously making efforts to make entry into new trajectory in collaboration with the national and international players, which will help the Division to have a diversified portfolio and to procure new orders, leading to sustainable growth in the future.

Your Directors are of the view that the business scenario for Steel Industry is expected to change favourably due to government initiatives, which will also benefit the Company.

Textile Division

The production of this Division during the year under review was reported at 18,642 M.T. The overall performance of the Mills, located at Champdany, West Bengal and Akbarpur, Punjab were adversely affected due to unfavourable market conditions resulting primary from high fluctuations in raw material prices. As reported during the last year, the change in the cotton policy by the Chinese Government(effective from 1st April,2014) has resulted in a sharp decline in raw cotton prices in International Market resulting in poor demand for cotton yarn. The Cot look a index, a bench mark index for prices of raw cotton, was down by 25% in the first half. Decrease in exports of cotton yarn in the first half, has significantly increased the inventory and has pulled down yarn prices to unrealistic level. The problem for the Indian Spinning Mill were former compounded, as cotton prices in India did not correct much, because of lower physical inventory in the country, which resulted in both operational as well as inventory losses. The prices of synthetic fiber also witnessed a steep fall since December, 2014, as a result of sharp decrease in the prices of crude oil.

The cotton crop in the current cotton year is estimated to be 380 lakhs bales. On arrival of new crop, the prices in India decreased sharply in second half and the gap with the International cotton prices was reduced, to a certain extent. The decrease was so sharp that the prices for some time went below the minimum support price, which compelled Cotton Corporation of India to intervene and provide stability to the falling prices.

Cotton Corporation of India has procured a huge volume of cotton (approx 25% of the year's crop) resulting in physical shortage of cotton in the market, in the current year. The shortage of physical cotton in market and increase in international prices has pushed up the prices, during the current financial year. The prices of other synthetic fiber have also increased in line with the crude oil prices. However, the spinning mills have not been able to pass on the increase in raw material prices, due to poor demand, both in domestic and export market.

The withdrawal of various export incentives in the current year has further adversely affected the competitiveness of Indian spinners in export market. In order to overcome the steep fluctuations in the prices of raw material, which is expected to continue, the Division has started manufacturing value added dyed yarns, which will insulate the Division to some extent from the fluctuations and improve the working in the current year.

The Directors expect that me performance of this Division in the coming year to be stable.

Chemical (Waldies) Division

This Division is engaged in the manufacture of Lead Oxides and PVC Stabilisers used in the manufacture of Battery, Paints and other products.

During the year under review, the industry witnessed competition from local manufacturers from the unorganized  sector. However, your Division has an edge over its competitors  due to better quality of products. Production was reported at  3,587 M.T. as against 3,547 M.T. in the previous year. The total  revenue earned was higher, when compared with the previous  year.

This Division has ISO-9001 Certification in Quality Management  System and provides total customer satisfaction in terms of  quality and service. It also enjoys ISO-14001 certification for its Environment Management System & OHSAS-18001 certification for its Occupational Health & Safety Management System.  Continuous effort are being made for bringing in improvement in the operation of this Division and for developing new markets on pan India Basis. The outlook of the Division in the coming year is  stable.

Trading Division

During the year under review, the turnover of this Division was lower compared to previous year primarily due to the ongoing slowdown in the real estate sector. Large manufacturers are  directly entering into the market resulting in severe competition.

Some of the Branches of the Division, which were not sustainable, have been closed down during the year under review. Your Directors will closely monitor the feasibility and  viability of continuation of this Division in the coming years.

Property Division

This Division has reported revenue of Rs. 711.99 lakhs, which is marginally higher than the reported revenue of Rs.671.90 lakhs, in the previous year. The increase in revenue is due to renewal of tenancy at increased rates for few existing tenants. As reported in the previous year, the Division has completed a major portion  of repair and renovation of 'Gillander House', during the year under review. Comprehensive fire safety policy is rigorously implemented with installation of fire safety equipments and  conducting of fire safety drills at regular intervals.

The property market has not shown any significant sign of recovery due to recessionary economic condition. It has also been observed that huge property banks with all modern amenities are lying ideal and this division will face severe competition in the coming years. However, your Division's main property being centrally located and with recent repairs and renovation, your Directors are hopeful that the Division will do reasonably well by filling up vacant areas. Further steps to improve the quality of services will be taken up soon. The Directors expect that the performance of this Division in the  coming year to be stable.

Internal financial control systems and their adequacy

Your Directors wish to inform you that the Company has proper  and adequate system of internal controls. Internal Audits are conducted by Independent professional firms of Chartered Accountants and reports thereon are reviewed and discussed  with the operational heads and CFO and then discussed with MD & CEO, before placing it with the Audit Committee and corrective  actions, are taken. Procedures have been laid down by the  Company to safeguard and protect all assets and ensure that the transactions are authorized, recorded and reported correctly.

The Company has policies and procedures in place for ensuring  the orderly and efficient conduct of its business, including adherence to Company's policies, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable  financial information.

The Enterprise Resource Planning (ERP) system has been implemented in the Company, which provides reasonable  assurance regarding the reliability of financial reporting and the  preparation of financial statements for external purposes in  accordance with generally accepted accounting principles.

The controls which are in place are given below in brief:

a) Maker & Checker concept for all the transactions.

b) All the banking payments are signed jointly by any two  authorised officials of the Company.

c) All the authorised officers have been given specified  authority within which they are required to function.

d) Any deviations, have prior approval of the authorised officers.

e) Internal Auditors have been appointed for all the Divisions  to verify and report on the effectiveness of the system.

Human Resource and Industrial Relations

The Company has laid down the processes for attracting, retaining and recognizing talent as it acknowledges the importance of good Human Resource. Company has cordial relations with employees and there is mutual respect and admiration for each other. The Directors wish to record their appreciation for the co-operation received from all employees.

Industrial relation was generally good.

Caution Statement

Management Discussion and Analysis Report contains forward-looking statements, which are based on certain assumptions and expectations of future events. The Company's actual results and performance may differ from those projected due to unforeseen  circumstances viz., political, economic, etc., over which the  Company does not have any control. The Company assumes no

responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments,  information or events. Readers are advised to apply their own  diligence and independent judgment.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements for the financial year ended on 31st March, 2015, prepared as per the provisions of the Companies Act, 2013. (hereinafter reffered to as 'the Act), Rules framed therein and the applicable Accounting Standards are provided in the Annual Report.

SUBSIDIARY/ASSOCIATE COMPANIES

As reported last year, your Directors are pleased to inform you that in September 2014, Gillanders Holdings (Mauritius) Limited, Mauritius, a wholly owned subsidiary of the Company, has acquired 100 percent fully paid up Ordinary Shares of Group Developments Limited, Malawi, alongwith its wholly owned subsidiaries viz. Naming'omba Tea Estate Limited, Maifisi Tea Esates Limited and Group Holdings Limited. The said estates are engaged in growing and processing of Tea, Macadamia and other crops. Production of tea from these estates during the period under review was affected by drought and subsequent flood, which resulted in marginal fall in production. However, production of Macadamia was slightly better than the corresponding period last year. During the year under review, the  focus was on improving agricultural field practices, benefits of which will start accruing in the coming year. The results of the subsidiaries for the current period reflect only seven months of operations after the acquisition and hence are not indicative of full year results and are not comparable with the previous year. Your Directors are expecting a better result in the coming year due to improve in agricultural practices and successful implementation of cost management plans.

During the year under review, Satyam Financial Services Limited,  Kolkata, the sole associate of the Company, ceased to be an associate.  A separate section on the performance and financial position of  the subsidiaries/associate in Form AOC-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 the Act and the Rules framed therein.

As on 31st March, 2015 an amount of Rs. 2,948.84 lakhs was outstanding as fixed deposits received from the public and  shareholders of your Company. Matured fixed deposit amounting to Rs. 3.20 lakhs remained unclaimed and outstanding as on 31st March, 2015, out of which 3 numbers, of deposits amounting to Rs. 2.06 lakhs have been claimed and refunded in April, 2015.

DIRECTORS

In accordance with the provisions of the Act, Mr. A. K. Kothari (DIN: 00051900) will retire in the ensuing Annual General Meeting, and being eligible, offers himself, for re-appointment.

The Board of Directors recommends the same. Mrs. S. Basu De (DIN: 06921540) was appointed by the Board of Directors as an Additional Director of the Company with effect from 14th August, 2014 and she will hold office as a Director of the Comapany upto the date of the ensuing 81st Annual General Meeting. The Company has received notice in writing from a

Member alongwith the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mrs. S. Basu De for the office of an Independent Director of the Company to hold office for a period of 5 (Five) consecutie years up to the conclusion of the 86th Annual General Meeting of the Company to be held in the calendar year 2020.

The Company has also received declaration from Mrs. S. Basu De that she meets the criteria of independence, as prescribed, both under Section 149(6) of the Act and under Clause 49 of the Listing Agreement. The Board recommends her appointment as an Independent Director, by way of an Ordinary Resolution.

The Company has also received declarations from Dr. H. P. Kanoria (DIN: 00286685), Mr. H. M. Parekh (DIN: 00026530) and Mr. N. Pachisia (DIN: 00233768), Independent Directors of the Company, that they meet the criteria of Independence as prescribed both under the Act and the Listing Agreement with the Stock Exchanges.

The details of programmes for familiarization/ training of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters can accessed on the website of the Company at the link: <http://www.gillandersarbuthnot.com/policies/> tid_policy.pdf Mr. P. K. Khaitan (DIN: 00004821) and Mr. J. N. Godbole (DIN: 00056830) have resigned from the Board of Directors of the Company in the during financial year ended on 31st March, 2015, in order to comply with the provisions of the Act and the Listing Agreement with respect to maximum number of Directorship that a person can hold. The Board wishes to place on record its deep sense of appreciation and gratitude for the valuable contribution, guidance and advice received from them.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule  III to the Act, have been followed and there are no material departures from the same;

b) such accounting policies have been selected and applied consistently and made judgements and estimates that are  reasonable and prudent so as to give a true and fair view of  the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year ended on that date;

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

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

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

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India . The Report on Corporate Governance confirming compliance with the conditions stipulated under Clause 49 of the Listing Agreement, which forms part of the Annual Report, is attached to  this Report. Certificate on Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges, 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 financial year with related parties were in the ordinary course of business and on an arm's length basis.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 is not apptlicable to the Company. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://www.gillandersarbuthnot.com/policies/rpt_policy.pdf>. Your Directors draw attention of the members to Note No. 35 to the standalone financial statements which sets out related party  disclosures.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that growth, success and progress of a Company are not reflected only by its Balance Sheet but also by its ability to make a positive difference in the lives of people and tries to address the needs of people by taking sustainable initiatives in the areas of health, education, environment conservation, infrastructure and community development.

The Company does not limit itself in using resources only for earnings but also engages in activities which enrich and enhance the lives of everyone around us. Company's Corporate Social Responsibility (CSR) initiatives are continuous commitment to contribute to economic development and to improve the quality of life of humankind. Business decisions are based not only on financial factors, but also on social and environmental impact of such decisions.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link : <http://www.gillandersarbuthnot.com/> policies/csr_policy.pdf. The Company undertakes need based initiatives in compliance with Schedule VII of the Act.

During the year under review, the Company has spent Rs. 12.26 lakhs on CSR activities, in compliance with the provisions of the Companies Act and Rules framed therein. 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 basis, about the identified risks and the steps taken to mitigate and minimize the same. The Company has already identified and assessed major elements of risks, which may threaten the existence of the various Divisions of the Company. The Executive Management reviews the identified risks, including assessment of the said risks and procedures, which are being implemented for the monitoring, mitigating and minimization of the said risks. Risk officers have been formally nominated at the operating businesses, whose role is to educate about the identified risks and to develop risk management culture within the businesses.

AUDITORS

Messrs. Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E) and Statutory Auditor of the Company, who retire after the conclusion of the ensuing 81st Annual General Meeting, and being eligible, offer themselves, for re-appointment for a term of 5 (Five) consecutive years up to the conclusion of the 86th Annual General Meeting of the Company to be held in the calendar year 2020.

At the 80th Annual General Meeting of the Company, held on 14th August, 2014, Messrs. Dutta Ghosh & Associates, Chartered Accountants (Firm Registration No. 309088E) and Messrs. Kothari & Company, Chartered Accountants, (Firm Registration No. 301178E) had been appointed as Branch Auditors of the GIS Cotton Mill (unit of Textile Division) and the Engineering (MICCO) Division of the Company for a term of 4 (Four) and 3 (Three) consecutive years respectively. However, their appointment is subject to ratification at the ensuing 81st Annual General Meeting of the Company scheduled to be held on 3rd September, 2015.

Your Board has obtained written consent from Messrs. Singhi & Co., Chartered Accountants, for their re-appointment and a certificate confirming that the re-appointment, if made, shall be in accordance with the conditions as prescribed under Sections 139 and 141 of the Act, and the Rules framed therein. The aforesaid re-appointment has the consent of the Audit Committee. Accordingly, the Board recommends their re- appointment by way of an Ordinary Resolution.

AUDITORS' REPORT

Auditors' Report to the members of the Company does not contain any qualification or adverse remark. Financial  Statements and notes thereon are self-explanatory and need no further explanation.

COST AUDITORS

On the recommendation of the Audit Committee, and in compliance with Section 148 of the Act, the Companies (Cost Accounting Records) Rules, 2011, Companies (Cost Audit Report) Rules, 2011, notification S.O. 1747(E) dated 7th August, 2012 and Order F. No. 52/26/CAB-2010 dated 6th November, 2012 issued by the Ministry of Corporate Affairs, the Board of Directors of the Company at their Meeting held on 26th May, 2014 had appointed Cost Auditors for Tea, Textile and Chemical (Waldies) Divisions of the Company for the financial year ended on 31st March, 2015. Meanwhile, the Ministry of Corporate Affairs (MCA), had issued a notification dated 30th June, 2014 through which the Companies (Cost Records and Audit) Rules, 2014 were notified, which was subsequently amended by the MCA vide notification dated 31st December, 2014. Subsequent to the said notifications, maintenance of cost accounting records and audit was not applicable for the Tea and Textile Divisions of the Company for the financial year ended on 31st March, 2015. However, it was applicable for the Chemical (Waldies) and Engineering (MICCO) Divisions of the Company for the said financial year. Messrs.

Rammani Sarkar & Co., Cost Accountants, (Firm Registration No. 100714) was appointed as Cost Auditor of the Chemical (Waldies) Division of the Company for the financial year ended on 31st March, 2015. In order to comply with the aforesaid Notifications, the Board of Directors of the Company at their Meeting held on 13th February, 2015, had appointed M/s. Rammani Sarkar & Co., Cost Accountants, (Firm Registration No. 100714) as the Cost Auditor of the Engineering (MICCO) Division of the Company for the financial year ended on 31st March, 2015 at a remuneration of Rs.40,000/- (Rupees forty thousand only) plus reimbursement of out of pocket expenses.

SECRETARIAL AUDIT

The Board had appointed CS. K. C. Dhanuka, Practising Company Secretary, (FCS No. 2204) to conduct Secretarial Audit for the financial year ended on 31st March, 2015. The Secretarial Audit Report for the financial year ended on 31st March, 2015 is annexed herewith and marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

OTHER DISCLOSURES:

Composition of Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company, at present, comprises of Mr. H. M. Parekh as the Chairman of the Committee, Mr. N. Pachisia and Mrs. S. Basu De as 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 the Chairman of the Committee, Mr. A. K. Kothari, Mr. N. Pachisia and Mrs. S. Basu De as the Members of the said Committee. The recommendations made by the Audit Committee were accepted by the Board.

Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company, at present comprises of Mr. H. M. Parekh as the Chairman of the Committee, Smt. P. D. Kothari, Dr. H. P. Kanoria and Mr. N.

Pachisia as the Members of the said Committee. The criteria for performance evaluation of Board, Committees and the Directors are laid down under the Nomination and Remuneration Policy of the Company. Remuneration Policy for Directors, Key Managerial Personnel and other employees may be accessed on the Company's website at the link:<http://www.gillandersarbuthnot>. com/policies/ nr_policy.pdf

Composition of Stakeholders Relationship Committee

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

Whistle Blower Policy

The Company has in place a Whistle Blower Policy in compliance

with the provisions of the Act and the Listing Agreement. The said Policy provides for a formal vigil mechanism for all employees and Directors of the Company to report to the Chairman of the Audit Committee of the Company genuine concerns or grievances about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy on whistle blower may be accessed on the Company's website at the link: <http://www.gillandersarbuthnot>. com/policies/wb_policy.pdf. Your Board affirms that no person has been denied access to the Chairman of the Audit Committee.

Meetings of the Board

Five Meetings of the Board of Directors were held during the year. For further details, please refer to Clause IID of the reporton Corporate Governance, which forms part of this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

i) A Corporate guarantee of USD 13.0 Million was given to Axis Bank Ltd., Kolkata for issuing SBLC(Stand By Letter of Credit) by mortgaging tea estates of the Tea Division for availing loan of USD 12.75 million from Axis Bank, Singapore, by Gillanders Holdings (Mauritius) Limited, Mauritius, a wholly owned Subsidiary of the Company.

ii) An amount of USD 10,000 was invested to purchase 10,000 equity shares of Gillanders Holdings (Mauritius) Limited, Mauritius.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure III to this Report.

Extract of Annual Return

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

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 said Rules state that the Board's Report shall include a statement showing the name of every employee, who, if employed throughout the financial year, was in receipt of remuneration for that year, which, in aggregate, was not less than Rs.60 lakhs and if employed, for part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate was not less than Rs.5 lakhs per month. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure V to this Report.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company since the close of the financial year i.e., 31st March, 2015. Further, there has been no change in the nature of business of the Company.

GENERAL

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

ACKNOWLEDGEMENT

The Directors would like to record their appreciation for the co­operation and support received from the employees, shareholders, banks, government agencies and all stakeholders.

For and on behalf of the Board

A. K. Kothari

Chairman

Place : Kolkata,  

date : 29th May, 2015.