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Gillanders Arbuthnot & Co Directors Report, Gillanders Arbu Reports by Directors
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Gillanders Arbuthnot & Co
BSE: 532716|NSE: GILLANDERS|ISIN: INE047B01011|SECTOR: Plantations - Tea & Coffee
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« Mar 10
Directors Report Year End : Mar '11
Dear Members,
 
 The Directors have pleasure in presenting their Annual Report on the
 affairs of the Company together with the Audited Accounts of the
 Company for the financial year ended March 31, 2011.
 
 FINANCIAL RESULTS
 
                                                     (Rs. in lakhs)
 
 The Financial results for the year are as under :
 
 PARTICULARS                                         2010-11   2009-10
 
 Profit before Depreciation, Interest & Tax (PBDIT) 10,708.14  7,765.13
 
 Interest / Finance Charges                          1,802.77  1,764.38
 
 Profit before Depreciation and Tax (PBDT)           8,905.37  6,000.75
 
 Depreciation / Amortisation                         2,244.87  2,164.68
 
 Profit before Tax (PBT)                             6,660.50  3,836.07
 
 Taxation Charge
 
 - Current Tax                                       1,308.20    630.00
 
 - Deferred Tax                                        (67.00)   670.00 
 
 Profit After Tax (PAT)                               5,419.30 2,536.07
 
 Balance brought forward                              2,083.15   895.30 
 
 Balance available for
 appropriation                                        7,502.45 3,431.37
 
 Appropriations
 
 Proposed Dividend on:
 
 8% Redeemable Cumulative Preference Shares of 
 Rs. 100/- each                                          16.00    16.00
 
 Ordinary Shares of Rs. 10/- each                       960.41   711.41
 
 Corporate Dividend Tax                                 158.40   120.81
 
 Transfer to :
 
 Preference Shares Redemption Reserve                   200.00     --
 
 General Reserve                                        600.00   500.00 
 
 Surplus carried to Balance Sheet                     5,567.64 2,083.15
 
                                                      7,502.45 3,431.37
 
 Earnings per Ordinary Share (Rs.)
 
 - Basic                                                 25.31    11.80
 
 - Diluted 25.31 11.80 Dividend per Ordinary Share        4.50     5.00
 
 FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS
 
 Despite the global economic slowdown, your Company has been able to
 report sizeable increase in sales, profits and net worth due to
 proactive approach and diversified businesses. Total revenue has
 increased to Rs. 75,284 lakhs during the year under review from Rs.
 62,203 lakhs in the previous year. The profit before tax and profit
 after tax during the year have increased significantly by 73.63% and
 113.69% respectively, as compared to the previous year. Operational
 matters have been discussed under ''Management Discussion and Analysis,''
 detailed in appropriate part of this Report.
 
 BONUS ISSUE - INCREASE IN SHARE CAPITAL
 
 The Board of Directors at their meeting held on September 16, 2010 had
 issued and allotted 71,14,115 fully paid up Ordinary shares of
 Rs.10/-each, as Bonus Shares to those members of the Company who were
 entitled thereto by capitalising general reserve.
 
 Post Bonus Issue, the Issued, Subscribed and Paid-up Share Capital of
 the Company increased to Rs.23,34,23,460/- divided into 2,13,42,346
 Ordinary Shares of Rs.10/- each and 2,00,000 8% Cumulative Redeemable
 Preference Shares of Rs. 100/- each. The said Bonus shares have been
 listed and admitted to trading in National Stock Exchange of India
 Limited, Bombay Stock Exchange Limited and the Calcutta Stock Exchange
 Limited.
 
 DIVIDEND
 
 Your Directors are pleased to 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 @ Rs. 4.50/- per Share on 2,13,42,346 fully paid up
 ordinary shares of Rs. 10/- each of the Company, entailing an outflow
 of Rs. 960.41 lakhs.
 
 
 DIRECTORS
 
 M r. D. K. Sharda and M r. A. Mallick have been re-appointed as
 Managing Director and Executive Director & CEO respectively for a
 further period of one year with effect from April 01, 2011, subject to
 the approval of the members of the Company in the ensuing Annual
 General Meeting.
 
 Mr. S. Lahiri and M r. H. M. Parekh retire by rotation under Articles
 109 and 110 of the Articles of Association of the Company, and being
 eligible offer themselves, for re-appointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, it is
 hereby confirmed that:
 
 a) in the preparation of the Annual Accounts for the year ended March
 31, 2011, the applicable accounting standards read with requirements
 set out under Schedule VI to the Companies, Act, 1956, have been
 followed and there are no material departures from the same;
 
 b) your Directors have 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 the Company as at March 31, 2011 and of the profit of the Company
 for the year ended on that date;
 
 c) your Directors have 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
 the Company and for preventing fraud and other irregularities; and
 
 d) your Directors have 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. The Notes to Accounts forming part of
 the financial statements are self explanatory and needs 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. Bagree & Co., Chartered Accountants, Kolkata, the Branch
 Auditor of Engineering (MICCO) Division of the Company and Messrs.
 Dutta, Ghosh & Associates, Chartered Accountants, Kolkata, the Branch
 Auditor of the Textile (GIS Cotton Mill) Division of the Company,
 retire at this meeting and, being eligible, offer themselves, for
 re-appointment for the respective Divisions.
 
 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, by their Orders
 has directed audit of cost accounts maintained by the Company in
 respect of its Textile, Tea and Chemicals (Waldies) divisions on a
 yearly basis. In terms of the said Orders, Cost Audits are conducted by
 three firms of Cost Accountants, who are appointed with the approval of
 the Ministry of Corporate Affairs, Cost Audit Branch.
 
 CORPORATE GOVERNANCE
 
 The Report on Corporate Governance duly certified by 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, 2011 an amount of Rs. 1,925.78 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 30, 2011.                                Chairman
 
 
Source : Dion Global Solutions Limited
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