you are here:

Gloster Ltd.

BSE Live

Oct 20, 13:12
1180.00 9.45 (0.81%)
Volume
AVERAGE VOLUME
5-Day
2,053
10-Day
1,991
30-Day
1,716
1,093
  • Prev. Close

    1170.55

  • Open Price

    1177.00

  • Bid Price (Qty.)

    1180.00 (13)

  • Offer Price (Qty.)

    1184.00 (6)

NSE Live

(%)
Volume
No Data Available
  • Prev. Close

  • Open Price

  • Bid Price (Qty.)

    ()

  • Offer Price (Qty.)

    ()

Gloster is not listed on NSE

Annual Report

For Year :
2018

Director’s Report

DIRECTORS'' REPORT

TO THE MEMBERS

Your Directors take pleasure in presenting the Ninety Sixth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2018.

SCHEME OF ARRANGEMENT BETWEEN KETTLEWELL BULLEN & COMPANY LIMITED (THE COMPANY) AND ERSTWHILE GLOSTER LIMITED

The Company''s Board of Directors at its meeting held on March 29, 2016 had approved the Scheme of Arrangement between the Company and erstwhile Gloster Limited in terms of the provisions of Section 391 to 394 and other applicable provisions of the Companies Act, 1956 & Companies Act, 2013, to the extent applicable. The National Company Law Tribunal, Kolkata bench vide its order dated 19.01.2018 has sanctioned the said Scheme and upon the coming into effect of the Scheme on 30.03.2018 and with effect from the Appointed Date i.e. 1st January, 2015, the Undertaking of erstwhile Gloster Limited stands transferred to and vested in the Company as a going concern from the appointed date. The principle business activity of the company now is manufacturing of jute goods. Further as per the scheme the name of the company was also changed from Kettlewell Bullen &Company Ltd toGloster Limited.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31st March, 2018 are as under:

(Rs lakhs)

Standalone Consolidated

Particulars

Year Ended 31.3.2018

Year Ended 31.3.2017

Year Ended 31.3.2018

Year Ended 31.3.2017

Revenue from operations

46,398.50

50,742.79

46,398.50

50,742.79

Other Income

1,460.31

1,644.67

1,575.03

1,776.45

Total

47,858.81

52,387.46

47,973.53

52,519.24

Profit before Tax

6,520.24

5,133.84

6,629.49

5,240.89

Tax Expense

2,391.70

1,729.09

2,412.04

1,746.41

Profit for the year

4,128.54

3,404.75

4,217.45

3,494.48

Other Comprehensive Income (net of tax)

1,497.80

1,223.72

1,490.47

1,214.72

Total Comprehensive Income

5,626.34

4,628.47

5,707.92

4,709.20

ADOPTION OF IND AS

Beginning 1st April 2017, the Company has for the first time adopted Ind AS with a transition date of 1st April, 2016. The financial statements have been prepared to comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016] and other relevant provisions of the Act.

DIVIDEND AND RESERVES

Your Directors are pleased to recommend for your approval a dividend of 100% i.e Rs 10/- per equity share for the year ended 31st March, 2018. The total outflow for dividend will be Rs 659.63 lakhs including Rs 112.47 lakhs by way of dividend tax.

During the year under review, a sum of Rs. 2,000 lakhs was transferred to General Reserve.

OPERATIONS & STATE OF COMPANY''S AFFAIRS

The production during the year under review has been 48,588 MT in comparison to 49,279 MT in the previous year. Sales and turnover for the year under review stood at 48,758 MT & Rs. 45,249 lakhs as against 49,051 MT & Rs 49,519 lakhs respectivly in the previous year. For the year under review, net profit of the Company stood at Rs. 4,128 lakhs as against Rs. 3,404 lakhs in the previous year. The raw jute crop in the forthcoming jute season is expected to be lower than current jute season and carryover of stock would also be lower particularly standard and higher grade raw jute. Price of raw jute in the forthcoming jute season is likely to be firm with an upward bias compared to the previous year.

CREDIT RATING

Various bank facilities of the Company are rated by CRISIL Limited based on Basel II norms followed by the banks under the guidelines of Reserve Bank of India.

All existing & proposed bank facilities have been reviewed and rated by CRISIL Limited and rating for long-term bank facilities is ''CRISIL A /Stable'' and for short-term bank facilities and commercial paper rating is CRISIL A1.

CHANGE IN NATURE OF BUSINESS, IF ANY

Pursuant to amalgamation of erstwhile Gloster Limited with the Company, the nature of business of the Company has changed from Non Banking Financial Institution activity to manufacturing of jute products

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

COMPLIANCE WITH PROVISIONS OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to amalgamation, your company has made listing application vide reference no 79293 dated 23.05.2018 at BSE Limited, and letter reference no. 42 dated 24.05.2018 at The Calcutta Stock Exchange Limited. As the Company has applied for listing, the Company has made all the disclosures as required to be made by a listed entity under Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

SUBSIDIARY COMPANIES

Pursuant to amalgamation Gloster Lifestyle Limited and Gloster Specialities Limited have become wholly owned subsidiaries of your Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, and IND AS 110 Consolidated Financial Statements presented by the Company include the financial statement of its subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed Form AOC 1 is attached with this Report.

The Annual accounts of the subsidiary companies and other related detailed information will be kept at the Registered Office of the Company and also at the Registered Office of the subsidiary company and will be available to the investors seeking information at any time during the working hours of the Company except Saturdays. Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available at Company''s website at www.glosterjute.com. A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). The said

Policy has been posted on the Company''s website at the weblink www.glosterjute.com/documents/PDMS/pdf.

PERFORMANCE OF SUBSIDIARY COMPANIES

Gloster Lifestyle Limited

The Gross revenue of the Company stood at Rs 55.49 lakhs (Previous Year?69.52 lakhs). Profit after tax for the year stood at Rs 45.55 Lakhs (Previous Year ? 46.45lakhs) and Total Comprehensive Income stood at Rs 41.71 lakhs (Previous Year Rs 41.95 lakhs).

Gloster Specialities Limited

The Gross revenue of the Company stood at Rs 59.23 lakhs (Previous Year Rs. 62.26 lakhs). Profit after tax for the year stood at Rs. 43.36 lakhs (Previous Year Rs. 43.28 lakhs) and Total Comprehensive Income stood at ? 39.86 lakhs (Previous Year ? 38.78 lakhs)

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements is prepared in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, as required under the Listing Regulation, is attached as Annexure -I and forms part of this Report.

CORPORATE GOVERNANCE

The Company practices principles of good corporate governance and lays strong emphasis on transparency, accountability and integrity.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed report on Corporate Governance is separately attached and forms part of this Annual Report. All the details in the Corporate Governance Report have been updated upto the date of signing of Directors'' Report unless otherwise specifically mentioned in Corporate Governance Report.

SHARE CAPITAL

The Paid-up share capital of the Company as on 31st March, 2018 stood at Rs. 200 lakhs. Pursuant to the scheme of amalgamation the eligible shareholders of erstwhile Gloster Limited have been issued and allotted equity shares of the Company on 10.05.2018 in the accordance with scheme. Since these equity shares were pending to be allotted as at 31.03.2018 the corresponding amount of Rs. 78,493.55 lakhs has been reflected under Equity Share Suspense. During the year under review, the Company has not granted any stock options or sweat equity. As on 31st March, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

NUMBER OF BOARD MEETINGS HELD

During the financial year ended 31st March, 2018, seven Board Meetings were held on 15th April 2017, 12th May 2017, 8th September 2017, 15th December 2017, 17th January 2018, 28th February 2018 and 27th March 2018. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The details of number of meetings of the Board held during the Financial Year 2017-18 and number of meetings attended by Directors forms part of Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

As on the date of the report the Company has 3 Independent Directors as detailed below:

Independent Director

Date of appointment

Sri S.N. Bhattacharya

27.03.2018

Sri S.B. Mainak

17.04.2018

Sri Prabir Ray

17.04.2018

During the financial year 2017-18 the criteria for meeting of Independent Directors was not applicable to the Company as the Company was not a listed company and provisions of Schedule IV of Companies Act, 2013 were not applicable to the Company.

BOARD EVALUATION

Prior to scheme of amalgamation becoming effective from 30.03.2018, provisions of Section 134(3)(p) read with Rule 8 (4) of Companies (Accounts) Rules, 2014 are not applicable to the Company.

COMMITTEES OF THE BOARD

Audit Committee: The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

Nomination and Remuneration Committee :The composition and terms of reference of the Nomination and Remuneration committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

Stakeholders Relationship Committee: The composition and terms of reference of the Stakeholder Relationship committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Company''s Articles of Association Smt. Puhpa Devi Bangur Non-Executive Director (DIN-00695640) retires by rotation at the forthcoming Annual General Meeting and, being eligible offers herself for re-appointment.

As per the provisions of Section 149(1) of the Companies Act, 2013 and Regulation 17(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has one Woman Director on its Board.

The Company have four Key Managerial Personnel - Sri Hemant Bangur appointed as Additional Director w.e.f. 28.02.2018 and Executive Chairman w.e.f. 01.04.2018; Sri Dharam Chand Baheti appointed as Additional Director w.e.f. 28.02.2018 and Managing Director w.e.f. 01.04.2018; Sri Ajay Kumar Agarwal appointed as Company Secretary w.e.f. 01.04.2018 and Sri Shankar Lal Kedia appointed as CFO w.e.f 01.04.2018.

Sri S.N. Bhattacharya has been appointed as Additional Director (Category- Independent) w.e.f 27.03.2018 and Sri S.B. Mainak & Sri Prabir Ray have been appointed as Additional Directors (Category-Independent) w.e.f 17.04.2018.

Sri LN. Bihani resigned as a Director w.e.f. 28.02.2018; Sri O.P. Modani & Smt Vinita Bangur resigned as Directors w.e.f. 17.04.2018 and Sri Abhay Gandhi - KMP and Sri R.K.Kankani - KMP resigned w.e.f. 01.04.2018.

The independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A Formal Letter setting out the terms and conditions of appointment has been issued to all the Independent Directors as per the provisions of Companies Act, 2013 and the Listing Regulation. The same has been hosted on the Company''s website and can be accessed at http://www.glosterjute.com/documents/appntdir.pdf.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in section 164(2) of the Companies Act, 2013 and rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.

A brief resume of the Directors seeking re-appointment at the ensuing Annual General Meeting is incorporated in the Notice calling the said meeting.

NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, Key Managerial Personnel and Senior Managerial Personnel. The philosophy for remuneration is based on the commitment of fostering a culture of leadership with trust. The remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination & Remuneration Policy is attached as Annexure-ll and forms part of this report.

FAMILIARIZATION PROGRAMME

The Independent Directors have been familiarized with the nature of operations of the Company & the industry in which it operates, business model of the Company. Periodical Board Meeting generally once a year is held at the factory, preceded by visit of various processes, operations and general tour of the factory by the Directors. On an ongoing basis as part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the Company''s and its subsidiaries businesses and operations, industry and regulatory updates, strategy, finance, risk management framework, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters. The details of familiarization programme have been posted in the website of the Company and can be accessed at http://www.glosterjute.com/documents/FPID.pdf.

WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism / Whistle Blower Policy and has established the necessary mechanism, for employees to report concerns about unethical behavior or suspected fraud in violation of Company''s Code of Conduct or any other point of concern. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The policy has been uploaded in the website of the Company and can be accessed at http://www.glosterjute.com/documents/WBPolicy.pdf.

RELATED PARTY TRASACTIONS

The contracts/arrangements/transactions entered into by the Company with the related parties during the financial year under reporting were in ordinary course of business and were negotiated on an arms'' length basis with the intention to further the Company''s interest. No material Contracts or arrangement with related parties were entered into during the year under review. There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. Accordingly, no transactions are being reported in Form No. AOC - 2 in terms of section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Where required, prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive in nature and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meetings.

The policy on Related Party Transactions has been uploaded on the website of the Company and can be accessed at http://www. glosterjute.com/documents/RPTPolicy.pdf.

The details of the transactions with related parties during 2017-18 are provided in the accompanying financial statements.

Smt. Pushpa Devi Banguris mother of Sri Hemant Bangur. Except for this there is no other pecuniary relationship or transactions of the Directors vis-a-vis the Company and inter-se among themselves.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a CSR Committee and has simultaneously approved and adopted a CSR policy based on the recommendations of the CSR Committee. The said policy is available on the website of your Company and can be accessed at http://www.glosterjute.com/documents/CSRPolicy.pdf.

The Committee consists of three Members, comprising:

Name of the Members

Category

Smt Pushpa Devi Bangur

Non-Executive Director

Sri Dharam Chand Baheti

Managing Director

Sri Prabir Ray

Independent Director

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure lll and forms part of this Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has effective internal controls in place which are constantly reviewed. The Company''s internal control system is commensurate with its size, scale and operations. Detailed procedures are in place to ensure that all assets are safeguarded and protected against loss.

The Internal Audit is carried on by M/s. R B S C & Co. Chartered Accountants. The Internal Audit function gives thrust to test and review controls and systems that are in place. The Audit Committee of the Board also reviews the Internal Audit functions.

The Audit Committee of the Board reviews the Internal Audit Report and corrective actions taken on the findings are also reported to the Audit Committee.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.

RISK MANAGEMENT

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns.

The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company has a Risk Management procedure in place. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

AUDITORS & AUDITOR''S REPORT

Messrs, Price Waterhouse & Co. LLP, Chartered Accountants, (Firm Registration No.- 304026E/E-300009) Statutory Auditors of the Company hold office up to the 100th Annual General Meeting of the Company and the said appointment would be proposed for ratification at the ensuing Annual General Meeting. The Auditor''s Report on the financial statements for the financial year 2017-18 does not contain any qualifications, reservations or adverse remarks.

COST AUDITORS

In accordance with Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors has appointed M/s D. Radhakrishnan & Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year 2018-19 at a remuneration of Rs. 50,000 plus reimbursement of out of pocket expenses at actuals and applicable taxes. The remuneration needs to be ratified by the shareholders at the forthcoming Annual General Meeting and a resolution regarding ratification of remuneration payable to the cost auditor forms part of the notice convening the Annual General Meeting of the Company.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013, and rules made there under, M/s. M K B & Associates, Company Secretaries, are Secretarial Auditor''s of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is attached as Annexure IV and forms part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The company has complied with Secretarial Standards relating to General Meetings and Board Meetings as issued by Institute of Company Secretaries of India.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual return in Form MGT 9 pursuant to Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure V and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO.

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure VI and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VII A and forms part of this Report.

The details of employees who are in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VII B and forms part of this Report.

In terms of Section 136 of the Companies Act, 2013, the annual report is being sent to the members excluding the statement relating to top 10 employees of the Company. The said information is readily available for inspection by the members at the Company''s registered office during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any member of the Company, who sends a written request to the Company Secretary.

DEPOSITS

Your company has not accepted deposits from public as envisaged under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The loans have been advanced by the Company for normal business purposes of the borrower.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm that:

i) In the preparation of Annual Accounts, the applicable Standards have been followed and that there are no material departures;

ii) The 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 at the end of the financial year and of the profit of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis;

v) The Directors have laid down internal financial controls for the Company which are adequate and are operating effectively;

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company''s endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

DEPOSITORY SYSTEM

The Company''s shares would be tradable compulsorily in electronic form. In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company''s shares either in National Securities Depository Ltd or Central Depository Services (India) Ltd.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention, prohibition and redressal of complaints of sexual harassment at workplace. During the year, no complaint was lodged with the Internal Complaints Committee.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, solidarity, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, brokers dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, regulatory and government authorities and stock exchanges, for their continued support and faith reposed in the Company.

For & on behalf of the Board
Hemant Bangur - Executive Chairman Dharam Chand Baheti -
Managing Director

Place : Kolkata
Dated: 29th May, 2018

ANNEXURE-I TO THE DIRECTORS'' REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

a) Industry structure and developments

By a notification during the year under review the Government of India has maintained the compulsory packing norms for food grains and sugar under Jute Packaging Materials (Compulsory use for Packing Commodities) Act, 1987 (JPMA) at the 90% & 20% of production of food grains & sugar respectively. The said notification is valid up to 30th June 2018.

b) Opportunities and Threats/Risks & Concerns Opportunities

> More & more concerns are being shown for reducing carbon foot prints world over and this opens doors for use of more biodegradable & sustainable products made from natural fibers;

> Demand for Company''s industrial as well as promotional Jute goods like Hessian & Sacking, lifestyle products & other made ups have grown over the years and is expected to see further increase;

> Different incentive schemes covering the industry like the following:

i. Government of India, Ministry of Textiles have launched a scheme Amended Technology Upgradition Fund Scheme (ATUFS), which provides 15% Capital Investment Subsidy on eligible machines with a Capital Investment Subsidy per individual entity of Rs 30.00 crores for the period 13.01.2016 to 31.03.2022

ii. Incentive Scheme for Acquisition of Plants & Machinery (ISAPM) from National Jute Board effective upto 31st March, 2017 has been extended further for a period of three years. The incentive shall be 20% of cost of Plant & Machinery with a ceiling of Rs 2.50 Crores per jute mill during the period.

iii. The Government is giving export incentive scheme named as Merchandise Exports from India Scheme (MEIS) for export of specified goods to specified countries. Incentive under MEIS is payable as percentage of realised FOB value in free foreign currency in the form of duty free scrips and the rate of reward has been increased form 5% to 7 % effective from 1st November, 2017.

Risk & Concern/Threat

> Further dilution of compulsory Jute Packing Order and lower order from government quarters can adversely affect the market of jute products;

> Ever increasing employee cost may overall result into higher conversion cost;

> Stiff competition from Bangladesh jute goods and synthetic packaging materials;

c) Segment-wise or product-wise performance

The Company is engaged in the business of manufacturing Jute goods and is managed organizationally as a single unit. Accordingly the company has only one business. However, the Company has customers in India as well as outside India and thus segment reporting on the Geographical location of its customers is as below:

(Rs. lakhs)

Particulars

Inside India

Outside India

Total

2017-18

2016-17

2017-18

2016-17

2017-18

2016-17

Segment revenue by location of customers

34,279.99

37,436.14

10,969.09

12,083.73

45,249.08

49,519.87

Carrying amount of segment assets

1,749.06

1,282.82

699.77

784.47

2,448.83

2,067.29

d) Outlook

The raw jute crop in the forthcoming jute season is expected to be lower than current jute season and carryover of stock would also be lower particularly standard and higher grade raw jute. Price of raw jute in the forthcoming jute season is likely to be firm with an upward bias compared to the previous year.

Your management is sustaining its efforts to improve the efficiency and productivity resulting into better performance.

e) Internal control systems and their adequacy

The Company has adequate internal control system commensurate with the size, scale and complexity of its operations which provides reasonable assurance with regard to safeguarding the Company''s assets, promoting operational efficiency by cost control, preventing revenue leakages and ensuring adequate financial and accounting controls and compliance with various statutory provisions. An independent Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them.

A summary of Internal Audit observations and Action Taken Reports are placed before the Audit Committee on a periodical basis, for review.

f) Discussion on financial performance with respect to operational performance

The following are the significant areas of financial performance:

(Rs. lakhs)

Particulars

2017-18

2016-17

Increase / (Decrease)

Revenue from operations

46,398.50

50,742.79

(4,344.29)

Raw material cost

21,749.18

25,259.76

(3,510.58)

Finance costs

119.35

341.75

(222.40)

Total Comprehensive Income for the year

5,626.34

4,628.47

997.87

g) Human Resources & Industrial Relations

The Company is continuing its efforts through training to enhance competence of its manpower to make them more resourceful in their present job and also to prepare them for future roles. The Company has also introduced staff welfare schemes under which benefits are provided to deserving members of staff.

h) Cautionary statement

Statements made in this section of the report are based on assumptions and expectations of future events. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference include finished goods prices, raw material cost and its availability, change in Government regulations, tax laws, economic developments within the country, currency fluctuation and other factors such as litigation.

NOMINATION & REMUNERATION POLICY

1. Preamble

1.1 The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors (Board) Key Managerial Personnel (KMP) and Senior Managerial Personnel (SMP). The expression ''Senior Management Personnel'' means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive Directors, including the functional heads. In terms of Section 178 of the Companies Act, 2013 this Policy is being framed and formulated for laying down criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of Executives.

2. Aims & Objectives

The aims and objectives of this nomination & remuneration policy (Policy) may be summarized as follows:

2.1 The Policy aims to enable the company to attract, retain and motivate highly qualified members for the Board, KMP and SMP.

2.2 The Policy aims to enable the Company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.

2.3 The Policy seeks to ensure that the interests of Board members, KMP and SMP are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the company and will be consistent with the pay-for-performance principle.

2.4 The policy will ensure that remuneration to Directors involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

3. Principles of remuneration

3.1 Support for Strategic Objectives: Remuneration and decisions shall be developed in a manner that is consistent with, supports and reinforces the achievement of the Company''s vision and strategy.

3.2 Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.

3.3 Internal equity: The Company shall remunerate the Board members, KMP and SMP in terms of their roles within the organisation.

3.4 External equity: The Company shall strive to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Reference to external market norms will be made using appropriate market sources, including relevant and comparative survey data, as determined to have meaning to the Company''s remuneration practices at that time.

3.5 Flexibility: Remuneration shall be sufficiently flexible to meet both the needs of individuals and those of the Company whilst complying with relevant tax and other legislation.

3.6 Performance-Driven Remuneration : The Company shall entrench a culture of performance driven remuneration.

3.7 Affordability and Sustainability: The Company shall ensure that remuneration is affordable on a sustainable basis.

4 Policy for selection and appointment of the Board Members and determining Directors'' independence

4.1 Board membership criteria

4.1.1 The Nomination & Remuneration Committee, along with the Board shall review on an annual basis, appropriate skills, characteristics and experience required of the Board Members for the better management of the Company. The objective is to have a Board with diverse background and experience in business, government, academics, technology and in areas that are relevant for the Company''s global operations.

4.1.2 In evaluating the suitability of individual Board members, the Committee will take into account many factors, including general understanding of the Company''s business dynamics, global business and social perspective, educational and professional background and personal achievements.

4.1.3 The policy seeks to ensure that Directors should possess the highest personal and professional ethics, integrity and values. They should be able to balance the legitimate interest and concerns of all the Company''s stakeholders in arriving at decisions, rather than advancing the interests of a particular constituency. The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance.

4.1.4 The Directors must devote sufficient time and energy in carrying out their duties and responsibilities effectively. They must have the aptitude to critically evaluate management''s working as part of a team in an environment of collegiality and trust.

4.1.5 The proposed appointee shall also fulfill the following requirements:

4.1.5.1 Shall not be disqualified under the Companies Act, 2013;

4.1.5.2 Shall give his written consent to act as a Director;

4.1.5.3 Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

4.1.5.4 Shall abide by the Code of Conduct established by the Company for Directors, KMP and SMP;

4.1.5.5 Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals.

4.1.6 The Nomination and Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company''s business.

4.1.7 The Nomination and Remuneration Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2 Selection of Board Members/ extending invitation to a potential director to join the Board

The Nomination & Remuneration Committee will periodically identify competency gaps in the Board, evaluate potential candidates as per the criteria laid above, ascertain their availability and make suitable recommendations to the Board. The objective is to ensure that the Company''s Board is appropriate at all points of time to be able to take decisions commensurate with the size and scale of operations of the Company. The Nomination & Remuneration Committee shall also identify suitable candidates in the event of a vacancy being created on the Board on account of retirement, resignation or demise of an existing Board member. Based on the recommendations of the Committee, the Board will evaluate the candidate(s) and decide on the selection of the appropriate member.

5 Compensation Structure

5.1 Remuneration to Non-Executive Directors:

The Non-executive Directors of the Company will be paid remuneration by way of sitting fees for attending the meetings of the Board of Directors and its Committees. The said sitting fees paid to the Non-executive Directors for the Board Meetings and Committee meetings will be fixed by the Board and reviewed from time to time in accordance with applicable law. The Non-executive Directors may be paid such commission as the Board may approve from time to time subject to limits prescribed from time to time in the Act or Rules made thereunder.

5.2 Remuneration to Executive Directors, KMPs & SMP:

The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director / Whole Time Directors (MD/ WTDs), KMP and SMP. Their remuneration are governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards.

The remuneration for Managing Director / Whole Time Directors (MD/WTDs), is determined by the Board of Directors based on the appointment agreement approved, by the members in the general meeting of the Company and by the Central Government if required.

6 Supplementary provisions

6.1 Any matters not provided for in this Policy shall be handled in accordance with relevant State laws and regulations and the Company''s Articles of Association. If this Policy conflict with any laws or regulations subsequently promulgated by the state or with the Company''s Articles of Association as amended pursuant to lawful procedure, the relevant State laws and regulations and the Company''s Articles of Association shall prevail, and this Policy shall be amended in a timely manner and submitted to the Board of Directors for review and adoption.

6.2 The right to interpret this Policy vests in the Board of Directors of the Company.

ANNEXURE-III TO THE DIRECTORS REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES/ INITIATIVES [Pursuant to Section 135 of the Act & Rules made thereunder]

1. The Company is conscious of its social responsibilities and acts as a responsible corporate citizen. The Company believes that integrating social, environmental and ethical responsibilities into the governance of businesses ensures their long term success, competitiveness and sustainability. In terms of section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee.

The CSR Committee has developed a CSR Policy which lays down basic principles and the general framework of action for the Company to fulfill its CSR obligations in accordance with the framework of the Companeis Act, 2013. The CSR policy is available on the website of the Company and can be accessed at http://www.glosterjute.com/documents/CSRPolicy.pdf.

During the year the CSR activities of the Company focused on Eradicating hunger, poverty, malnutrition, promoting health care including preventive health care and setting up old age homes, day care centers and such other facilities for senior citizens. The Company will continue to give thrust on the activities initiated during the year under review.

2. The Composition of the CSR Committee is as under:

Smt Pushpa Devi Bangur :

Chairperson

Shri Dharam Chand Baheti :

Member

Shri Prabir Ray :

Member

3. Average net profit of the company for last three financial years Rs.2,468.49lakhs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) - Rs 49.37 lakhs

5. Details of CSR spent during the financial year.

a. Total amount to be spent for the financial year Rs. 49.37 lakhs

b. Total Amount spent during the year - Rs. 67.01 lakhs

c. Amount unspent, if any-Nil

d. Manner in which the amount spent during the financial year is detailed below:

S.No.

CSR Project or activity identified

Sector in which the project is covered (vide schedule VII to the Companies Act, 2013)

Projects or programs Local area or other Specify the state and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise (Rs. in lakhs)

Amount spent on the projects or programs Sub heads (Rs. in lakhs)

Cumulative expenditure up to the reporting period (Rs. in lakhs)

Amount spent: Direct or through implementing agency

A

Eradicating hunger, poverty, malnutrition, promoting health care including preventive health care

Eradicating hunger, poverty, malnutrition, promoting health care including preventive health care

Kolkata & Bauria. West Bengal

17.01

17.01

17.01

Direct

B

Setting up old age homes, day care centers and such other facilities for senior citizens

Setting up old age homes, day care centers and such other facilities for senior citizens

Kolkata, West Bengal

50.00

50.00

50.00

Direct

The Company has no Committed Unspent Amount towards its CSR activities.

6. The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

Dharam Chand Baheti

Pushpa Devi Bangur

Managing Director

(Chairperson - CSR Committee)

ANNEXURE-IV TO THE DIRECTORS REPORT

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,

KETTLEWELL BULLEN & COMPANY LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by KETTLEWELL BULLEN & COMPANY LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

In terms of a Scheme of Arrangement between the Company and Gloster Limited (Transferor Company), duly approved by the Hon''ble National Company Law Tribunal by its order dated 19th January 2018, (certified copy whereof was made available on 21st March 2018), the said Gloster Limited has merged into Kettlewell Bullen & Company Limited (Transferee Company) with effect from 01.01.2015, being the appointed date. However, this report is only on the compliances done by the Transferee Company Kettlewell Bullen & Company Limited and does not consider compliances done by the Transferor Company viz., Gloster Limited. A separate report has been made on compliances done by erstwhile Gloster Limited, a listed company which has merged with the Company. It is also pertinent to note that as on the date of this report, Kettlewell Bullen & Company Limited has not made an application to the Stock Exchanges for getting the shares of the company listed on any of the Stock Exchanges.

The Company''s Management is responsible for preparation and maintenance of secretarial and other records and for devising proper systems to ensure compliance with the provisions of applicable laws and regulations.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period for the financial year ended on 31st March, 2018, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018, to the extent applicable, according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 and Rules made thereunder (not applicable to the Company during the period of Audit);

iii) The Depositories Act, 1996 and Regulations and Bye-laws framed thereunder (not applicable to the Company during the period of Audit);

iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct investment and External Commercial Borrowings;

v) The Regulations and Guidelines prescribed under the Securities & Exchange Board of India Act, 1992 (SEBI Act) or by SEBI (not applicable to the Company during the period of Audit).

vi) Other than fiscal, labour and environmental laws which are generally applicable to all manufacturing companies, the following laws/acts are also, inter alia, applicable to the Company:

a) The Jute Packaging Materials (Compulsory Use in Packing Commodities) Act, 1987

b) The Jute Manufactures Cess Act, 1983

c) The Essential Commodities Act, 1955

d) The National Jute Board Act, 2008

e) The Directions, Circulars and Guidelines prescribed by the Reserve Bank of India applicable to Non-Deposit taking, Non-Systemically Important NBFC;

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

c) None of the directors in any meeting dissented on any resolution and hence there was no instance of recording any dissenting member''s view in the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that in terms of the Scheme of Amalgamation (the Scheme) of Gloster Limited (Transferor Company) with Kettlewell Bullen & Company Limited (Transferee Company), the name of Kettlewell Bullen & Company Limited will be changed to Gloster Limited. The Company is in the process of filing of requisite forms in this regard with Ministry of Corporate Affairs. Further, the Company has applied to Reserve Bank of India for surrender of its Registration Certificate as a Non Banking Financial Company.

This report is to be read with our letter of even date which is annexed as Annexure- 1 which forms an integral part of this report.

For MKB & Associates

Company Secretaries

Raj Kumar Banthia

(Partner)

ACS no. 17190

Date: 16.04.2018

COP no. 18428

Place: Kolkata

FRN:P2010WB042700

Annexure -1

To

The Members,

KETTLEWELL BULLEN & COMPANY LIMITED

Our report of even date is to be read along with this letter.

1. It is management''s responsibility to identify the Laws, Rules, Regulations, Guidelines and Directions which are applicable to the Company depending upon the industry in which it operates and to comply and maintain those records with same in letter and in spirit. Our responsibility is to express an opinion on those records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management''s Representation about the compliance of Laws, Rules, Regulations, Guidelines and Directions and happening events, etc.

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For MKB & Associates

Company Secretaries

Raj Kumar Banthia

(Partner)

ACS no. 17190

Date: 16.04.2018

COP no. 18428

Place: Kolkata

FRN:P2010WB042700

ANNEXURE-V TO THE DIRECTORS REPORT

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2018

(Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Managements; Ad ministration) Rules, 2014)

I. REGISTRATIONS OTHER DETAILS:

1.

CIN

U17100WB1923PLC004628

2.

Registration Date

02.01.1923

3.

Name of the Company

Gloster Limited (Formerly Kettlewell Bullen & Co. Ltd.)

4.

Category/Sub-category of the Company

Public Company limited by Shares

5.

Address of the Registered Office & contact details

21 , Strand Road, Kolkata 700 001

Phone nos. 91 33 22309601 (4 lines)

Fax: 91 33 22106167, 91 033 22314222

6.

Whether listed company

No (Listing Application has been made)

7.

Name, Address & contact details of the

Maheshwari Datamatics Pvt. Ltd.

Registrar &Transfer Agent, if any.

23, R. N. Mukherjee Road, 5th floor, Kolkata 700 001

Phone: 91 33 22435029

Email id: mdpldc@yahoo.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of the company shall be stated)

Name and Description of main products/services

NIC Code of the products/services

% to total turnover of the Company

Jute Products

131,139

100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name and address of the company

CIN/GLN

Holding/Subsidiary/Associate

% of shares Held

Applicable Section

1.

Gloster Lifestyle Limited 21, Strand Road, Kolkata - 700001

U18100WB2011PLC159678

Subsidiary Company

100%

Section2(87)

2.

Gloster Specialities Limited 21, Strand Road, Kolkata - 700001

U18109WB2011PLC159677

Subsidiary Company

100%

Section2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

1. Category-wise Share Holding

Category of Shareholder

No of Shares held at the beginning of the year [As on 1st April, 2017]

of Shares held at the end of the year [As on 31st March, 2018]

% change during the Year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF

-

15,29,750

15,29,750

76.49

-

15,29,750

15,29,750

76.49

-

b) Central Govt

-

-

-

-

-

-

-

-

-

c) State Govt(s)

-

-

-

-

-

-

-

-

-

d) Bodies Corp.

-

3,60,000

3,60,000

18.00

-

3,60,000

3,60,000

18.00

-

Shareholders

No of Shares held at the beginning of the year [As on 1st April, 2017]

Shares held at the end of the year [As on 31st March, 2018]

% change during the Year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

e) Banks/FI

-

-

-

-

-

-

-

-

-

f) Any other

-

-

-

-

-

-

-

-

-

Sub-total (A)(1)

-

18,89,750

18,89,750

94.49

-

18,89,750

18,89,750

94.49

-

(2) Foreign

a) NRIs- Individuals

-

-

-

-

-

-

-

-

-

b) Other- Individuals

-

-

-

-

-

-

-

-

-

c) Bodies Corp.

-

-

-

-

-

-

-

-

-

d) Banks/FI

-

-

-

-

-

-

-

-

-

e) Any other

-

-

-

-

-

-

-

-

-

Sub-total (A)(2)

-

-

-

-

-

-

-

-

-

Total shareholding of Promoter (A)=(A)(1) (A)(2)

-

18,89,750

18,89,750

94.49

-

18,89,750

18,89,750

94.49

-

B. Public Shareholding

1. Institutions

a) Mutual Funds

-

-

-

-

-

-

-

-

-

b) Banks/FI

-

-

-

-

-

-

-

-

-

c)Central Govt

-

-

-

-

-

-

-

-

-

d) State Govt(s)

-

-

-

-

-

-

-

-

-

e) Venture Capital Funds

-

-

-

-

-

-

-

-

-

f) Insurance Companies

-

1,10,000

1,10,000

5.50

-

1,10,000

1,10,000

5.50

-

g) Flls

-

-

-

-

-

-

-

-

-

h) Foreign Venture Capital Funds

-

-

-

-

-

-

-

-

-

i) Others (specify)

-

-

-

-

-

-

-

-

-

Sub-total(B)(1)

-

1,10,000

1,10,000

5.50

-

1,10,000

1,10,000

5.50

-

2. Non-Institutions

a) Bodies Corp.

-

-

-

-

-

-

-

-

-

i) Indian

-

250

250

0.01

-

250

250

0.01

-

ii) Overseas

-

-

-

-

-

-

-

-

-

b) Individuals

-

-

-

-

-

-

-

-

-

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

-

-

-

-

-

-

-

-

Category of Shareholders

INo of Shares held at the beginning of the year [As on 1st April, 2017]

of Shares held at the end of the year [As on 31st March, 2018]

% change during the Year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

-

-

-

-

-

-

-

-

c) Others (Specify)

-

-

-

-

-

-

-

-

-

Non Resident Indians

-

-

-

-

-

-

-

-

Clearing Members

-

-

-

-

-

-

-

-

-

Trusts

-

-

-

-

-

-

-

-

-

Sub-total (B)(2)

-

250

250

0.01

-

250

250

0.01

-

Total Public Shareholding (B)=(B)(1) (B)(2)

-

1,10,250

1,10,250

5.51

-

1,10,250

1,10,250

5.51

-

C. Shares held by Custodian for GDRs & ADRs

-

-

-

-

-

-

-

-

Grand Total

(A B C)

-

20,00,000

20,00,000

100.00

-

20,00,000

20,00,000

100.00

-

ii. Shareholding of Promoters

Shareholding at the beginning of the year [As on 1st April, 2017]

Shareholding at the end of the year [As on 31st March, 2018]

% change

SI No

Shareholder''s Name

No. of Shares

% of total Shares of the Company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the Company

% of Shares Pledged / encumbered to total shares

in share holding during the Year

1

Pushpa Devi Bangur

2,32,500

11.63

-

4,56,500

22.83

-

11.20

2

Vinita Bangur

3,31,600

16.58

-

3,31,600

16.58

-

-

3

Hemant Bangur

2,64,700

13.24

-

2,64,700

13.24

-

-

4

Gopal Das Bangur

2,25,000

11.25

-

-

-

-

-11.25

5

Gopal Das Bangur HUF

1,85,000

9.25

-

1,85,000

9.25

-

-

6

Pushpa Devi Bangur (On behalf of Purushottam Dass Bangur Family Trust)

97,700

4.89

-

97,700

4.89

-

-

7

Hemant Kumar Bangur HUF

93,250

4.66

-

93,250

4.66

-

-

8

Purushottam Dass Bangur HUF

50,000

2.50

-

50,000

2.50

-

-

9

Purushottam Dass Bangur

50,000

2.50

-

50,000

2.50

-

-

10

Pushpa Devi Bangur (On behalf of Pranov Bangur Benefit Trust)

-

-

-

1,000

0.05

-

0.05

11

The Cambay Investment Corporation Ltd.

2,50,000

12.50

-

2,50,000

12.50

-

-

12

Madhav Trading Corporation Ltd.

1,10,000

5.50

-

1,10,000

5.50

-

-

iii. Change in Promoters'' Shareholding

SI No

Shareholder''s Name

Share holding| Transaction Date

Shareholding at the beginning of Ithe year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1

Pushpa Devi Bangur

At the beginning of the year

01.04.2017

2,32,500

11.63

2,32,500

11.63

Disposal

15.04.2017

(1,000)

(0.05)

2,31,500

11.58

Acquisition (Transmission)

15.12.2017

2,25,000

11.25

4,56,500

22.83

At the end of the year

31.03.2018

-

-

4,56,500

22.83

2

Gopal Das Bangur

At the beginning of the year

01.04.2017

2,25,000

11.25

2,25,000

11.25

Disposal (Transmission)

15.12.2017

(2,25,000)

(11.25)

-

-

At the end of the year

31.03.2018

-

-

-

-

3

Pushpa Devi Bangur (On behalf of Pranov Bangur Benefit Trust)

At the beginning of the year

01.04.2017

-

-

-

-

Acquisition (Transmission)

15.04.2017

1,000

0.05

1,000

0.05

At the end of the year

31.03.2018

-

-

1,000

0.05

4

Vinita Bangur

At the beginning of the year

01.04.2017

3,31,600

16.58

3,31,600

16.58

At the end of the year

31.03.2018

-

-

3,31,600

16.58

5

Hemant Bangur

At the beginning of the year

01.04.2017

2,64,700

13.24

2,64,700

13.24

At the end of the year

31.03.2018

-

-

2,64,700

13.24

6

Gopal Das Bangur HUF

At the beginning of the year

01.04.2017

1,85,000

9.25

1,85,000

9.25

At the end of the year

31.03.2018

-

-

1,85,000

9.25

7

Pushpa Devi Bangur (On behalf of Purushottam Dass Bangur Family Trust)

At the beginning of the year

01.04.2017

97,700

4.89

97,700

4.89

At the end of the year

31.03.2018

-

-

97,700

4.89

8

Hemant Kumar Bangur HUF

At the beginning of the year

01.04.2017

93,250

4.66

93,250

4.66

At the end of the year

31.03.2018

-

-

93,250

4.66

9

Purushottam Dass Bangur HUF

At the beginning of the year

01.04.2017

50,000

2.50

50,000

2.50

At the end of the year

31.03.2018

-

-

50,000

2.50

10

Purushottam Dass Bangur

At the beginning of the year

01.04.2017

50,000

2.50

50,000

2.50

At the end of the year

31.03.2018

-

-

50,000

2.50

11

The Cambay Investment Corporation Ltd.

At the beginning of the year

01.04.2017

2,50,000

12.50

2,50,000

12.50

At the end of the year

31.03.2018

-

-

2,50,000

12.50

12

Madhav Trading Corporation Ltd.

At the beginning of the year

01.04.2017

1,10,000

5.50

1,10,000

5.50

At the end of the year

31.03.2018

-

-

1,10,000

5.50

iv. Shareholding Pattern of top ten Shareholders ( other than Directors, Promoters and Holders of GDRs and ADRs)

SI No

For Each of the Top 10 Shareholders

Share holdiing Transaction Date

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1

Oriental Insurance Company Limited

At the beginning of the year

01.04.2017

1,00,000

5.00

1,00,000

5.00

At the end of the year

31.03.2018

1,00,000

5.00

2

United India Insurance Company Limited

At the beginning of the year

01.04.2017

10,000

0.50

10,000

0.50

At the end of the year

31.03.2018

10,000

0.50

3

Balgopal Merchants Pvt. Ltd.

At the beginning of the year

01.04.2017

250

0.01

250

0.01

At the end of the year

31.03.2018

250

0.01

v. Shareholding of Directors and Key Managerial Personnel

SI No

Shareholding of each Directors and each Key Managerial Personnel

Shareholding Transaction Date

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1

Pushpa Devi Bangur

At the beginning of the year

01.04.2017

2,32,500

11.63

2,32,500

11.63

Disposal

15.04.2017

(1,000)

(0.05)

2,31,500

11.58

Acquisition (Transmission)

15.12.2017

2,25,000

11.25

4,57,500

22.83

At the end of the year

31.03.2018

4,56,500

22.83

2

Hemant Bangur

At the beginning of the year

01.04.2017

2,64,700

13.24

2,64,700

13.24

At the end of the year

31.03.2018

2,64,700

13.24

3

Vinita Bangur

At the beginning of the year

01.04.2017

3,31,600

16.58

3,31,600

16.58

At the end of the year

31.03.2018

3,31,600

16.58

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Rs In lakhs)

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtness

Indebtedness at the beginning of the financial year

i) Principal amount

3,441.65

259.95

-

3,701.60

ii) Interest due but not paid

-

2.11

-

2.11

iii) Interest accrued but not due

-

-

-

-

Total (i ii iii)

3,441.65

262.06

-

3,703.71

Change in Indebtedness during the financial year

Addition

Reduction

-1,893.44

-133.66

-

-2,027.10

Net Change

-1,893.44

-133.66

-

-2,027.10

Indebtedness at the end of the financial year

i) Principal amount

1,548.21

128.4

-

1,676.61

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

-

-

-

-

Total (i ii iii)

1,548.21

128.40

-

1,676.61

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time-Director and/or Manager

(Rs In lakhs)

Particulars of remuneration

Sri Hemant Bangur

GIDC BAneti

Total Amount

Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961

| 123.66

160.18

283.84

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

10.80

30.60

41.40

(c) Profit in lieu of salary u/s 17(3) of the Income Tax Act, 1961

-

-

Stock Option

-

-

Sweat Equity

-

-

Commission

-

- as % of profit

-

-

-

- others, specify

200

150

350

Others, please specify

-

Total (A)

334.46

340.78

675.24

Ceiling as per the Act

Being 10% of Net profits of the Company as calculated under section 198 of the Companies Act, 2013

B. Remuneration to other Directors

(Rs. In lakhs)

SI. No.

Particulars of Remuneration

Name of Directors

Total Amount

1

Independent Directors

Fee for attending board/ committee meeting

-

-

-

-

-

Commission

-

-

-

-

-

Others, please specify

-

-

-

-

-

Total B(1)

_

_

_

_

_

Smt. Pushpa Devi Bangur

Smt.Vinita Bangur

Sri L.N. Bihani

Sri O.P. Modani

Total Amount

2

Other Non-Executive Directors

Fee for attending board/ committee meeting

0.14

0.14

0.12

0.14

0.54

Commission

-

-

-

-

-

Others, please specify

-

-

-

-

-

Total B(2)

0.14

0.14

0.12

0.14

0.54

Total B=(B1 B2)

-

-

-

-

0.54

Total Managerial Remuneration = A B

675.78

Overall Ceiling as per Act

Being 11% of Net profits of the Company as calculated under section 198 of the Companies Act 2013

Note:

The Non-Executive Directors of erstwhile Gloster Limited were in office till 30.03.2018 (effective date of amalgamation) and consequent to amalgamation Commission for the services rendered by such Directors till 30.03.2018 in erstwhile Gloster Limited amounting to Rs. 36 lakhs for the financial year 2017-18 would be payble in financial year 2018-19.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Rs In lakhs)

Sr. No.

Particulars of Remuneration

Key Managerial Personnel

Total Amount

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income tax Act, 1961

NIL

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

(c) Profit in lieu of salary u/s 17(3) of the Income Tax Act, 1961

2

Stock Option

3

Sweat Equity

Commission

4

- as % of profit

- others, specify

Others, please specify

Total

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief description

Details of Penalty/ Punishment /Compounding fees imposed

Authority [RD/ NCLT/COURT]

Appeal made, if any (give details)

A. Company

Penalty

NIL

Punishment

Compounding

Type

Section of the

Details of Penalty / Punishment/Compounding fees imposed

Authority (Rd/

NCLT/COURT)

Appeal made, if any (Give details)

A. DIRECTORS

Penalty

NIL

Punishment

Compounding

B. OTHER OFFICERS IN DEFAULT

Penalty

NIL

Punishment

Compounding

ANNEXURE-VI TO THE DIRECTORS REPORT

Information under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

The steps taken towards Conservation of Energy are enumerated below:

I. Installation of energy efficient (IE3) motors in roving machine

II. Replacement of Metal halide lights with Light Emitting Diodes (LED) flood lights

III. Replacement of old air pipelines and fittings by modernized aluminum pipes and fittings

IV. Insulation of all Steam pipes

V. Replacement of DC drives to AC drives

The steps taken by the Company for utilizing alternate sources of energy:

I. Use of jute waste in Boilers

The capital investment on energy conservation equipment:

I. Rs 208.29 lakhs

B. Technology Absorption:

Efforts made towards technology absorption:

I. Installation of air pressure reducing system to control the air consumption

II. Installation of PLC controlled energy efficient rolling machine

III. Installation of 500 KVAR Automatic Power Factor Controller in low voltage distribution system

IV. Installation of energy efficient furnace oil fired boiler

Benefits derived:

I. Improvement in productivity & efficiency

II. Improvement in product quality

III. Cost Reduction

IV. Minimization of energy wastage

C. Foreign exchange earnings and outgo:

(i) Foreign exchange earned in terms of actual inflow-Rs. 10,969.09 Lakhs (ii) Foreign exchange outgo in terms of actual outflow Rs 1,242.92 Lakhs

ANNEXURE-VII A TO THE DIRECTORS REPORT

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Sri Hemant Bangur - Executive Chairman

157.20

Sri Dharam Chand Baheti - Managing Director

160.17

Non-Executive Directors

Ratio to median remuneration*

Smt Pushpa Devi Bangur

0.07

Smt Vinita Bangur (resigned w.e.f. 17.04.2018)

0.07

Sri O.P. Modani (resigned w.e.f. 17.04.2018)

0.07

Sri LN. Bihani (resigned w.e.f. 28.02.2018)

0.06

Sri S.N. Bhattacharya (appointed w.e.f. 27.03.2018)

N.A.

*Median salary computation is based on a total employee head count of 4,511 employees out of which approximately 4,322 employees are within collective bargaining process.

(b) The percentage increase in remuneration of each director. Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Name

% increase /(decrease) in remuneration in the financial year 2017-18

Hemant Bangur- Executive Chairman

(5.32)

Sri Dharam Chand Baheti - Managing Director

30.62

Smt Pushpa Devi Bangur

-

Smt Vinita Bangur (resigned w.e.f. 17.04.2018)

-

Sri O.P. Modani (resigned w.e.f. 17.04.2018)

-

Sri L.N. Bihani (resigned w.e.f. 28.02.2018)

-

Sri S.N. Bhattacharya (appointed w.e.f. 27.03.2018)

N.A.

(c) The percentage increase in the median remuneration of employees in the financial year is 3.33%

(d) The number of permanent employees on the rolls of company as on 31st March, 2018 is 4,511

(e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof-

Average percentage increase for other than managerial personnel works to around 2.85%; average percentage increase for managerial personnel works out to around 13.71 %; average percentage increase for all employees works out to 4.63%. Percentage increase for different categories / grades are made based on market trends and performance criteria

(f) Affirmation that the remuneration is as per the remuneration policy of the company

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

ANNEXURE-VII B TO THE DIRECTORS REPORT

Information pursuant to Rule5(2) of Chapter XIII of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The following persons were employed during the financial year and were in receipt of remuneration for that year which, in the aggregate was not less than Rs. 1.02 crores (one crore and two lakh rupees):-

Name

Designation

Remuneration

Received (Rs. lakhs)

Nature of employment. whether contractual or otherwise

Qualifcations

and experience of the employee

Date of

commencement

of employment

Age (Years)

Last

employment

held

% of equity

HELD

Relationship with any other Diretor /Manager with name of such Director / Manager

Shri Hemant Bangur

Executive Chairman

334.46

Contractual

Post Graduate in International Trade,18 years

01.09.2015

46

Joonktollee Tea & Industries Limited, Executive Vice-Chairman

13.23%

Son of Smt Pushpa Devi Bangur

Shri Dharam Chand Baheti

Managing Director

340.78

Contractual

B.Com, 50 years

01.04.1992

70

Fort Gloster Industries Limited, Works Manager

None

Notes:

(a) All appointment are contractual and terminable by notice on either side.

(b) Remuneration shown above is subject to tax and comprises of basic salary, allowances & monetary value of perquisites

(c) None of the employees except as mentioned above is related to any director of the Company

(d) Information about qualification and last employment is based on particulars furnished by the concerned employee.

There are no employees in the company who have been employed fora part of the financial year and are in receipt of remuneration for any part of the year which is not less than eight lakh and fifty thousand rupees per month.

Director’s Report