The Directors have pleasure in presenting their Annual Report on the
 affairs of the Company together with the Audited Accounts for the
 financial year ended March 31, 2012.
 
 FINANCIAL RESULTS
 
                                                       (Rs. in lakhs)
 
 The Financial results for 
 the year are as under :
 
 PARTICULARS                                   2011-12       2010-11 
 
 Profit Before Depreciation, 
 Interest & Tax (PBDIT)                       3,803.85     10,880.74
 
 Interest / Finance Charges                   2,872.03      1,975.37
 
 Profit Before Depreciation 
 and Tax (PBDT)                                 931.82      8,905.37
 
 Depreciation / Amortization                  2,461.97      2,244.87
 
 Profit Before Tax (PBT)                     (1,530.15)     6,660.50 
 Taxation Charge
 
       - Current Tax                             46.70      1,308.20
 
       - Deferred Tax                          (650.00)       (67.00)
 
 Profit After Tax (PAT)                        (926.85)     5,419.30
 
 Balance brought forward                      5,567.64      2,083.15
 
 Balance available for appropriation          4,640.79      7,502.45
 
 Appropriations
 
 Proposed Dividend on:
 
 8% Redeemable Cumulative 
 Preference Shares of Rs. 100/- each            16.00          16.00
 
 Ordinary Shares of Rs. 10/- each              106.71         960.41
 
 Corporate Dividend Tax                         19.91         158.40 
 Transfer to :
 
 Preference Shares Redemption Reserve             -           200.00
 
 General Reserve                                  -           600.00
 
 Surplus carried to Balance 
 Sheet                                       4,498.17       5,567.64
 
                                             4,640.79       7,502.45
 
 Earnings per Ordinary Share (Rs.)
 
         - Basic                                (4.43)         25.31
 
         - Diluted                              (4.43)         25.31 
 
 Dividend per Ordinary Share (Rs.)               0.50           4.50
 
 FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS
 
 During the financial year 2011-12, your Company reported a loss of Rs.
 926.85 lakhs against profit of Rs.5,419.30 lakhs during the previous
 year. The loss was due to adverse economic conditions and some
 unforeseen disruption of operations, which resulted in loss of
 production and operational income. Operational matters have been
 discussed under ''Management Discussion and Analysis,'' detailed in
 appropriate part of this Report.
 
 DIVIDEND
 
 Your Directors recommend the following dividends:
 
 a) Dividend @ Rs. 8/- per Share on 2,00,000 8% Redeemable Cumulative
 Preference Shares of Rs. 100/- each of the Company, entailing an
 outflow of Rs. 16.00 lakhs.
 
 b) Dividend @ Re. 0.50 per Share on 2,13,42,346 fully paid up Ordinary
 Shares of Rs. 10/- each of the Company, entailing an outflow of Rs.
 106.71 lakhs.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 The industry structure, development, performance, opportunities,
 threats and outlook of each activities, internal control systems and
 industrial relations have been discussed in paragraphs to follow.
 
 Tea Division
 
 India was expected to achieve production of 1 billion kgs of tea in
 2011, but due to early onset of winter in north-east regions, and rains
 in southern regions during October to December, industry could produce
 988 million kilograms (mkg) of tea in 2011, an increase of 2.3%
 compared to last year.
 
 Production in Kenya and Sri Lanka, the largest exporters, also showed a
 declining trend due to adverse climatic conditions.  However, exports
 from India during 2011 stood at 193 mkg against 222 mkg in 2010 mainly
 due to Western sanctions against Iran and political instability in West
 Asia and North African countries. Increased production along with
 decrease in export has created pressure on price of tea but it has been
 minimized due to surge in domestic demand.
 
 In spite of adverse impact due to labour and political unrest in the
 gardens located in West Bengal, Tea Division has produced 9.15 million
 kgs of Tea during the year under review, which is marginally higher
 than 9.01 million kgs. during the last year.  Exports were made to
 countries like Sri Lanka, Dubai, Iran and Russia, which has resulted in
 enhanced export sales during the year under review.  Your Division is
 exploring other potential markets and taking measures to strengthen the
 existing market and is confident of increasing export sales in coming
 year.
 
 Packet segment is gradually increasing its presence in markets by
 strengthening branch operations, operational logistics, warehousing
 facilities and is expected to further penetrate the markets in the
 coming years by enhancing its marketing tools.  However, decrease in
 price coupled with increase in cost, including wages and other inputs,
 has created pressure on profit margin of the division.
 
 During the current year, with a minimal carry forward and increase in
 demand the prices are expected to be buoyant, particularly for quality
 tea. However, increase in wages and other input cost will continue to
 put pressure on margin. Your Directors expects the Division to do
 relatively well in the coming year.
 
 All the tea estates of the Company are ISO 9001:2008 and Hazard
 Analysis and Critical Control Points (HACCP) certified.
 
 Engineering (MICCO) Division
 
 This Division of your Company is mainly involved in infrastructural
 work in Steel and Power Sectors. MICCO is a prestigious name in the
 Steel Sector and enjoys preference as partner by national and global
 players in the sector. Apart from Gas holders and Reheating Furnaces,
 where this Division has created a niche, it has also established itself
 as a trusted name in Casters, Mills and Coke Oven Plants.
 
 During the year under review, the global and national economy has not
 been encouraging, which resulted in slow projects execution. The
 performance of your Division was also adversely affected due to fire in
 one of the sites. In spite of tough market scenario, your division has
 a healthy order book position.
 
 The outlook for Steel Industry is cautious due to the markets continued
 financial uncertainty and volatility. The global steel sector is
 expected to grow, although at a lower rate. In India, however, demand
 for steel from the domestic sector especially for infrastructure is
 creating a positive outlook as India is expected to perform better than
 most world economies. Power Sector is also expected to do reasonably
 well in the coming year.
 
 Your Division is continuously putting in efforts to improve the growth
 trajectory through internal assessment and seeking advice from leading
 consultants in the field. Steps have been taken to reorganize your
 Division, establish new partners in allied fields, locate new areas of
 operation and to strengthen the existing collaborations. The initial
 results of such initiatives are encouraging and the division has
 already entered into several tie-ups in different products and few are
 in the pipeline, which shall change the range and profile of your
 division for a sustainable growth in near future. MICCO Division is
 equipped to harness the opportunities and expects a stable performance
 in the coming year.
 
 Textile Division
 
 During the year, Spinning Industry witnessed unprecedented and one of
 the worst crisis in the past several decades.
 
 As a normal practice, the Industry built up requisite inventory of good
 quality cotton during the season as good quality cotton is not
 adequately available during the off season. However, the prices of raw
 cotton and other fibers, which had peaked during the end of last year,
 crashed during the year, resulting in huge losses on account of raw
 material and finished goods inventory.
 
 The said event also led to fall in demand for yarn both in domestic and
 international markets resulting in huge inventory with the mills, which
 has put tremendous pressure on yarn prices and margins.
 
 As reported last year, the frequent changes in the policy guidelines
 and intervention of the government has created an uncertainty in the
 market, which is adversely affecting the outlook and growth prospect of
 the industry. The Industry looks forward to the government to draw up a
 long term policy guidelines taking into account the benefit of the
 entire textile value chain.
 
 Apart from the above, the performance of Textile Division was also
 affected by loss of production at GIS Cotton Mill unit due to labour
 unrest for two and half months. In North India Spinning Mill unit there
 was total breakdown of captive power plant along with some machineries,
 which took about four months to be replaced/repaired, resulting in
 non-optimal use of production capacity. The production during the year
 under review was 15,066 MT, which is lower than last year.
 
 The current year also seems to be difficult due to weak global and
 Indian economy. The cotton crop at 347 lakhs bales for the year 2011-12
 is estimated to be higher than last year.  However, due to huge exports
 the carry forward stock for the next season is expected to be very low.
 In spite of all odds, your Directors are hopeful of reasonable
 performance in the current year.
 
 Chemical (Waldies) Division
 
 Waldies Division is engaged in the business of manufacture and
 marketing of Lead Oxides and Stabilizers for PVC Industry.
 
 During the year under review, the Industry witnessed uncertain market
 environment and slow growth. In spite of that, this Division has
 achieved satisfactory increase in profitability.  Continuous efforts
 are being made for further improvement in the operations of the
 Division. The outlook of the performance for the coming year is
 reasonable.
 
 Waldies Division continues to enjoys ISO 19001 certification for its
 Quality Management Systems and ISO 14001 certification for its
 Environment Management Systems and OHSAS 18001 for its occupational
 health and safety management systems.
 
 Trading Division
 
 During the year under review, the turnover of this Division was
 marginally low compared to previous year primarily due to fall in sale
 of cement paints.
 
 Your Division now owns a Brand known by the name ''GILLARCO'' and has
 plans to market and sell different products under the said Brand name
 in the future. It has plans to expand its operational base by foraying
 into marketing and selling of Abrasive Sheets in automotives and
 decorative Segments. Your Directors expect that this Division will
 yield better results in the coming year.
 
 Property Division
 
 Increase in occupancy has yielded higher rental income for property
 Division for the year under review.
 
 Your Division has a Fire Safety Policy, which is reviewed from time to
 time. Latest fire fighting equipments are in place in ''Gillander House''
 and fire safety norms are strictly adhered to.  Your Directors believe
 that with continuous improvement of facilities and safety, this
 Division will be benefitted in the long term.
 
 Internal Control System and their adequacy
 
 Your Company has proper and adequate system of internal controls. Audit
 of various divisions, units, factories, sites, branches and its
 corporate offices are conducted by Independent professional firms of
 Chartered Accountants and reports thereon are reviewed and discussed by
 the Audit Committee of the Board of Directors and corrective action, as
 deemed necessary, are taken. Procedures have been laid down by your
 Company to safeguard and protect all assets and ensure that the
 transactions are authorized, recorded and reported correctly.
 
 Human Resources and Industrial Relations
 
 Your Company has laid down the processes for attracting, retaining and
 rewarding talent as it acknowledges the importance of good Human
 Resource. Congenial environment is being maintained and recreation
 activities are sponsored by your Company. Industrial relations were
 good except an incident of labour unrest.
 
 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. 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.
 
 DIRECTORS
 
 During the year under review, Mr. S. Lahiri resigned from the Board
 with effect from February 14, 2012. Mr. A. Mallick resigned from the
 Board with effect from March 31, 2012.
 
 The Board wishes to place on record its deep sense of appreciation and
 gratitude for the valuable contribution, guidance and advice received
 from them.
 
 Mr. J. N. Godbole and Mr. A. K. Kothari retire by rotation under
 Articles 109 and 110 of the Articles of Association of the Company, and
 being eligible offer themselves, for re- appointment.
 
 Mr. N. Pachisia has been appointed as an Additional Director with
 effect from August 16, 2011 to hold such office till the conclusion of
 the ensuing Annual General Meeting. Notice under Section 257 of the
 Companies Act, 1956 has been received from a member proposing his name
 for appointment as Director of your Company in the forthcoming Annual
 General Meeting.  The Board recommends his appointment as Director
 since his appointment will be beneficial to the Company.
 
 At the Board Meetings held on February 14, 2012 and May 29, 2012, Mr.
 D. K. Sharda was re-appointed as Managing Director of the Company for a
 period of one year, with effect from April 01, 2012 and designated as
 Managing Director & Chief Executive Officer (CEO) of the Company
 respectively. The said re- appointment is subject to the approval of
 the members of the Company in the ensuing Annual General Meeting.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, your
 Directors confirm having:
 
 a) Followed in the preparation of the Annual Accounts, the applicable
 accounting standards with proper explanation relating to material
 departures, if any;
 
 b) Selected such accounting policies and applied them consistently and
 made judgments and estimates that are reasonable and prudent so as to
 give a true and fair view of the state of affairs of your Company at
 the end of the financial year and of the loss of your Company for that
 period;
 
 c) Taken proper and sufficient care for the maintenance of adequate
 accounting records, in accordance with the provisions of the Companies
 Act, 1956, for safeguarding the assets of your Company and for
 preventing and detecting fraud and other irregularities; and
 
 d ) Prepared the Annual Accounts on a ''going concern'' basis.
 
 AUDITORS'' REPORT
 
 Auditors'' Report to the members of the Company does not contain any
 qualification or adverse remark. Financial Statements and the notes
 thereon is self explanatory and need no further explanation.
 
 AUDITORS
 
 Messrs. Singhi & Co., Chartered Accountants, Kolkata, who retires after
 the conclusion of the forthcoming Annual General Meeting, and being
 eligible, offer themselves, for re- appointment.
 
 Messrs. Dutta, Ghosh & Associates, Chartered Accountants, Kolkata, the
 Branch Auditor of the GIS Cotton Mill unit of Textile Division of the
 Company, retire after the conclusion of the forthcoming Annual General
 Meeting and, being eligible, offer themselves, for re-appointment.
 
 Messrs. Bagree & Co., Chartered Accountants, Kolkata, who retires after
 the conclusion of the forthcoming Annual General Meeting have sent a
 letter expressing their unwillingness to be re-appointed as Branch
 Auditor of Engineering (MICCO) Division of the Company. A Special
 Notice has been received from a member proposing the name of Messrs.
 Kothari & Company, Chartered Accountants, Kolkata, as the Branch
 Auditor of Engineering (MICCO) Division of the Company in place of the
 retiring Auditor in the ensuing Annual General Meeting.
 
 A certificate under sub-section (1B) of Section 224 of the Companies
 Act, 1956, has been obtained from each of them.
 
 COST AUDIT
 
 The Ministry of Corporate Affairs, Government of India, has approved
 the re-appointment of the following Cost Auditors for conducting Cost
 Audit for the financial year 2011-12:
 
 i) Textile Division - M/s. S. Gupta & Co., Kolkata;
 
 ii) Tea Division - M/s. B. Ray & Associates, Kolkata & M/s. DGM &
 Associates, Kolkata; and
 
 iii) Chemical (Waldies) Division - M/s. S. Gupta & Co., Kolkata.
 CORPORATE GOVERNANCE
 
 The Report on Corporate Governance duly certified by CS Deepak Kumar
 Khaitan, a practicing Company Secretary, 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.
 
 FIXED DEPOSIT
 
 As on March 31, 2012 an amount of Rs. 2,115.04 lakhs was outstanding as
 fixed deposits received from the public and shareholders of your
 Company. No matured fixed deposit was unclaimed as on the said date.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Information in accordance with the provisions of Section 217(1)(e) of
 the Companies Act, 1956, read with Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988 regarding
 conservation of energy, technology absorption and foreign exchange
 earnings and outgo is given in the statement annexed (Annexure I)
 hereto forming part of the Report.
 
 PARTICULARS OF EMPLOYEES
 
 No employee falls under the purview of Sub-section (2A) of Section 217
 of the Companies Act, 1956, read with the Companies (Particulars of
 Employees) Rules, 1975, as amended.
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to record their appreciation for the
 co-operation and support received from the employees, shareholders,
 banks, Government agencies and all stakeholders.
 
                                     For and on behalf of the Board 
 
                                                      A. K. Kothari
 
 Kolkata, May 29, 2012.                                    Chairman