MIRA INFORM REPORT

Report No. :	352094
Report Date :	30.11.2015

IDENTIFICATION DETAILS

Name :	GILLANDERS ARBUTHNOT AND CO. LIMITED
Registered Office :	C-4, Gillander House, Netaji Subhas Road, Kolkata – 700001, West Bengal
Tel. No.:	91-33-22302331 (6 Lines)
Country :	India
Financials (as on) :	31.03.2015
Date of Incorporation :	01.02.1935
Com. Reg. No.:	21-008194
Capital Investment / Paid-up Capital :	Rs. 223.423 Million
CIN No.: [Company Identification No.]	L51909WB1935PLC008194
IEC No.:	0288028422
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AAACG9832F
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer and Seller of Yarn and Fabric made out of Cotton and Man-Made Fibre viz., Acrylic, Polyster, Viscose Staple and Blends thereof and Tea and also lead oxide, white lead, lead salts and metallic stearates and also Steel Structurals, Pipes and Equipments and Designing, Supplying, Erectioning and Commissioning of projects on turnkey basis and Trading and Selling of Paints and allied products.
No. of Employees :	9706 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (43)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 6100900
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an old and established company. It is a part of Kothari Group and incorporated in the year 1935. It has satisfactory track. For the financial year ended 2015, the company has downtrend in its operational activity, which resulted to decline in sales turnover and incurred losses. However, it has maintain revenue of Rs. 8760 million. Rating derives strength from its established market position marked by healthy financial base, efficient net worth position along with favourable gap between trade payables and receivables. Payments are usually correct. The company can be considered for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31, 2015

Country Name	Previous Rating (31.12.2014)	Current Rating (31.03.2015)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long term Bank Facilities=BBB+
Rating Explanation	Moderate degree of safety and moderate credit risk
Date	November, 2015
Rating Agency Name	CARE
Rating	Short term Bank Facilities=A3+
Rating Explanation	Moderate degree of safety and higher credit risk
Date	November, 2015

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2015.

INFORMATION DECLINED

MANAGEMENT NON-COOPERATIVE

(Contact No: 91-33-22302331)

LOCATIONS

Registered/ Head Office 1 :	C-4, Gillander House, Netaji Subhas Road, Kolkata – 700001, West Bengal, India
Tel. No.:	91-33-22302331 (6 Lines)
Fax No.:	91-33-22304185
E-Mail :	gillander@gillandersarbuthnot.com secretarial@gillandersarbuthnot.com patak@gannayak@gillandersarbuthnot.com company.secretary@gillandersarbuthnot.com
Website :	www.gillandersarbuthnot.com
Head Office 2 :	D 3/5, Gillander House 8, N. S. Road, 3rd Floor Kolkata - 700001, West Bengal, India
Factory 1 :	Tea Divisions Betjan Tea Estate, Post Office : Makum Junction, District : Tinsukia - 786170, Assam, India
Factory 2 :	Jutlibari Tea Estate, Post Office : Hoogrijan, District : Dibrugarh - 786601, Assam, India
Factory 3 :	Gorunga Tea Estate, Post Office : Golaghat, District : Golaghat - 785621, Assam, India
Factory 4 :	Arun Tea Estate, Post Office, Dhekiajuli, District : Soitpur 784110, Assam, India
Factory 5 :	Dooria Tea Estate, Post Office : Golaghat, District : Golaghat 785621, Assam, India
Factory 6 :	Borkatonee Tea Estate, Post Office: Golaghat, District: Golaghat- 785621, Assam, India
Factory 7 :	Dherai Tea Estate, P.O. Dhekiajuli, District : Sonitpur - 784110, Assam, India
Factory 8 :	Gairkhata Tea Estate, Post Office : Gairkhata, District : Jalpaiguri - 735212, West Bengal, India
Factory 9 :	Taipoo Tea Estate, Post Office : Bagdogra, District : Darjeeling 734 422, West Bengal, India
Factory 10 :	Tengpani Tea Estate, P.O. - Makum JN., District: Tinsukia - 786170, Assam, India
Factory 11 :	Textile Divisions North India Spinning Mill, Village - Akbarpur, Ahmedgarh – 148021, District - Sangrur, Punjab, India
Factory 12 :	GIS Cotton Mill, 47, G. T. Road, Champdany, P.O. Baidyabati District : Hooghly - 712222, West Bengal India
Factory 13 :	Engineering (MICCO Division) Ekford Road, Sodepur, 24, Parganas (North), West Bengal, India
Factory 14 :	Chemical (Waldies) Division 70, G. T. Road (East), P. O. Konnagar, District : Hooghly – 712235, West Bengal, India
Branch Office :	70-71, Guru Nanak Market, Hazuri Road, Ludhiana-141008, Punjab India
Branch Offices :	Located at: · Amritsar · Chennai · Delhi · Kundli · Ludhiana · Mumbai · Panipat · Salem

DIRECTORS

AS ON 31.03.2015

Name :	Mr. Arun Kumar Kothari
Designation :	Chairman
Brief resume and nature of expertise in functional area :	Mr. Arun Kumar Kothari aged about 62 years is a graduate in Commerce and is a well known industrialist having wide knowledge, experience and expertise in areas relating to tea, machine tools, pharmaceuticals, chemical, engineering and spinning industry.
Name :	Mrs. Prabhawati Devi Kothari
Designation :	Director
Name :	Dr. Hari Parsad Kanoria
Designation :	Director
Name :	Mr. Harish Chandra Maneklal Parekh
Designation :	Director
Name :	Mr. N. Pachisia
Designation :	Director
Name :	Mrs. Sucharita Basu De
Designation :	Additional Director
Brief resume and nature of expertise in functional area :	Mrs. Sucharita Basu De aged about 40 years is a Law Graduate. She joined Khaitan and Co. in 1996 and is now an Associate Partner of the Firm. Mrs. S. Basu De expertise in Corporate and Real Estate Laws. She has several years of training and work experience and has led and been involved in numerous commercial and corporate agreements, joint ventures, financing and property transactions. She is a member of Incorporated Law Society, Kolkata and FICCI Ladies Organization.
Name :	Mr. D. K. Sharda
Designation :	Managing Director and Chief Executive Officer

KEY EXECUTIVES

Name :	Mr. P. K. Jain
Designation :	Chief Financial Officer
Name :	Mr. D. Karmakar
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2015

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	295394	1.38
Bodies Corporate	14376321	67.36
Sub Total	14671715	68.74
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	14671715	68.74
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	300	0.00
Financial Institutions / Banks	68980	0.32
Central Government / State Government(s)	7378	0.03
Insurance Companies	1187278	5.56
Sub Total	1263936	5.92
(2) Non-Institutions
Bodies Corporate	861779	4.04
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	3172282	14.86
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1240555	5.81
Any Others (Specify)	132079	0.62
Non Resident Indians	127029	0.60
Trusts	4070	0.02
Clearing Members	980	0.00
Sub Total	5406695	25.33
Total Public shareholding (B)	6670631	31.26
Total (A)+(B)	21342346	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	21342346	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer and Seller of Yarn and Fabric made out of Cotton and Man-Made Fibre viz., Acrylic, Polyster, Viscose Staple and Blends thereof and Tea and also lead oxide, white lead, lead salts and metallic stearates and also Steel Structurals, Pipes and Equipments and Designing, Supplying, Erectioning and Commissioning of projects on turnkey basis and Trading and Selling of Paints and allied products.
Brand Names :	--
Agencies Held :	--
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference:	Not Divulged
Name of the Person (Designation):	Not Divulged
Contact Number:	Not Divulged
Since how long known:	Not Divulged
Maximum limit dealt:	Not Divulged
Experience:	Not Divulged
Remark	Not Divulged

Customers :

Reference:	Not Divulged
Name of the Person (Designation):	Not Divulged
Contact Number:	Not Divulged
Since how long known:	Not Divulged
Maximum limit dealt:	Not Divulged
Experience:	Not Divulged
Remark	Not Divulged

No. of Employees :

9706 (Approximately)

Bankers :

Bank Name:	State Bank of India
Branch:	Commercial Branch, Aarti Complex, Millerganj, Ludhiana-141003, Punjab, India
Person Name (with Designation):	Not Divulged
Contact Number:	Not Divulged
Name of Account Holder:	Not Divulged
Account Number:	Not Divulged
Account Since (Date/ Year of A/c Opening):	Not Divulged
Average Balance Maintained (Optional):	Not Divulged
Credit Facilities Enjoyed (CC/OD/Term Loan):	Not Divulged
Account Operation:	Not Divulged
Remarks:	Not Divulged

· State Bank of Patiala

· Bank of India

· United Bank of India

· IDBI Bank Limited

· The Karur Vysya Bank Limited

Facilities :

SECURED LOANS	31.03.2015 (Rs. In Million)	31.03.2014 (Rs. In Million)
LONG-TERM BORROWINGS
Term Loans in Indian Rupees
From Banks
IDBI Bank Limited	26.700	63.500
State Bank of Patiala	34.000	70.00
State Bank of India	542.873	442.371
IndusInd Bank Limited (for Equipments)	4.411	16.733
HDFC Bank Limited (for Vehicles)	2.558	1.278
Karur Vysya Bank Limited	90.000	0.000
From Others
Tea Board of India	12.290	14.748
SHORT TERM BORROWINGS
Short Term Loan from Bank	250.000	0.000
Working Capital Facilities from Banks
United Bank of India	210.516	97.590
Other Banks	981.231	1429.721
Total	2154.579	2135.941

Banking Relations :	--
Statutory Auditors :
Name :	Singhi and Company Chartered Accountants
Address :	Kolkata, West Bengal, India
Solicitors :
Name :	Khaitan and Company LLP
Address :	Kolkata, West Bengal, India
Memberships :	--
Collaborators :	--
Subsidiary Companies :	Direct Subsidiary: Gillanders Holdings (Mauritius) Limited, Mauritius (GHML) Indirect Subsidiaries : · Group Development Limited, Malawi (Wholly Owned Subsidiary (WOS) of GHML (GDL) · Naming’omba Tea Estates Limited (WOS of GDL) · Mafisi Tea Estaes Limited (WOS of GDL) · Group Holdings Limited (WOS of GDL)
Name of the Companies in which Directors/Key Management Personnel and their relatives have significant influence :	· M D Kothari and Company Limited (MDKCL) · Bhaktwatsal Investments Limited (BIL) · Bharat Fritz Werner Ltd. (BFW) · Kothari and Co Pvt. Limited (KCPL) · Kothari Investments & Industries Pvt. Limited (KIIPL) · Commercial House Pvt. Limited (CHPL) · Vishnuhari Investments and Properties Limited (VIPL) · Kothari Medical Centre (KMC) · Kothari Phytochemicals Industries Limited (KPIL) · Albert David Limited (ADL)

CAPITAL STRUCTURE

AS ON 31.03.2015

Authorised Capital :

No. of Shares	Type	Value	Amount
4,20,00,000	Ordinary Shares	Rs. 10/- each	Rs. 420.000 Million
2,00,000	Preference Shares	Rs. 100/- each	Rs. 20.000 Million
	Total		Rs. 440.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2,13,42,346	Ordinary Shares	Rs. 10/- each	Rs. 213.423 Million
2,00,000	Preference Shares	Rs. 100/- each	Rs. 20.000 Million
	Total		Rs. 233.423 Million

a) Reconciliation of number of Shares Outstanding:

Particulars	As on 31.03.2015
	Ordinary Shares	Preference Shares
Shares outstanding at the beginning of the year	21,342,346	200,000
Shares outstanding at the end of the year	21,342,346	200,000

b) Rights, Preferences and Restrictions attached to shares

i) Ordinary Shares

(a) The Company has only one class of Ordinary shares having a face value of Rs. 10 per share and each holder of Ordinary shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors (except interim dividend) is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(b) In case of liquidation the Ordinary Shareholders are eligible to receive remaining assets of the company, after

distribution of all the preferential amounts, in the proportion of their Shareholding.

(ii) Preference Shares

(a) The Company has one class of 8 % Redeemable Cumulative Preference Shares having a par value of Rs. 100 per share and each holder of Preference shares has a preferential right over the Ordinary shareholders with respect to payment of dividend and repayment of Share Capital in case of liquidation. The preference shareholders do not have voting powers except in a meeting of preference shareholder.

(b) The 8% Redeemable Cumulative Preference Shares are redeemable at par in 15 (fifteen) years from the date of allotment i.e. 31st March, 2005 with the option to the Company to redeem the same at any time after the expiry of 60 (sixty) months from the said date of allotment at the discretion of the Board of Directors of the Company.

c) Shares of the Company held by each shareholder holding more than 5% shares

Names of Shareholders	Total No. of Shares	Percentage of Holding
Ordinary Shareholders
Kothari Phytochemicals and Industries Limited	5501078	25.78
Kothari Investment and Industries Private Limited	2253748	10.56
Vishnuhari Investments and Properties Limited	1707291	8.00
M.D. Kothari and Company Limited	1521868	7.13
Kothari and Company Private Limited	1426199	6.68
Commercial House (Private) Limited	1368212	6.41
Life Insurance Corporation of India	1187278	5.56
Preference Shareholder
Kothari and Company Private Limited	200000	100.00

d) Details of aggregate number of Fully paid up Ordinary Shares issued pursuant to a Contract / Bonus during the period of five years immediately preceeding 31st March

Particulars	No. of Shares
Fully paid up Ordinary Shares of Rs. 10/- each pursuant to contract(s) without payment being received in cash#	--
Fully paid up Ordinary Shares of Rs 10/- each by way of bonus shares by capitalisation of General Reserve	7114115

# These shares have been issued pursuant to separate schemes of Amalgamation / Arrangement, as approved by the Hon'ble High Court, Calcutta from time to time.

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2015	31.03.2014	31.03.2013
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	233.423	233.423	233.423
(b) Reserves & Surplus	1901.925	1957.123	1921.930
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	2135.348	2190.546	2155.353
(3) Non-Current Liabilities
(a) Long-term borrowings	806.386	680.814	826.822
(b) Deferred tax liabilities (Net)	0.000	61.500	94.000
(c) Other long term liabilities	274.353	306.624	228.090
(d) long-term provisions	0.000	0.000	0.000
Total Non-current Liabilities (3)	1080.739	1048.938	1148.912
(4) Current Liabilities
(a) Short term borrowings	2514.827	2436.549	1748.271
(b) Trade payables	1078.959	1046.238	923.386
(c) Other current liabilities	769.785	721.535	645.592
(d) Short-term provisions	267.064	243.971	231.102
Total Current Liabilities (4)	4630.635	4448.293	3548.351
TOTAL	7846.722	7687.777	6852.616
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	2355.336	2404.762	2104.908
(ii) Intangible Assets	3.573	3.694	9.391
(iii) Capital work-in-progress	104.165	62.143	274.408
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	271.425	271.907	2.417
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	794.251	868.042	661.724
(e) Other Non-current assets	162.968	2.809	7.300
Total Non-Current Assets	3691.718	3613.357	3060.148
(2) Current assets
(a) Current investments	9.907	50.410	235.037
(b) Inventories	1529.743	1725.301	1701.548
(c) Trade receivables	1292.358	1497.378	1127.121
(d) Cash and cash equivalents	39.823	79.040	35.150
(e) Short-term loans and advances	774.480	630.650	628.715
(f) Other current assets	508.693	91.641	64.897
Total Current Assets	4155.004	4074.420	3792.468
TOTAL	7846.722	7687.777	6852.616

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2015	31.03.2014	31.03.2013
	SALES
		Revenue from Operations (Net)	8678.096	9467.982	7824.162
		Other Income	80.966	130.300	82.544
		TOTAL (A)	8759.062	9598.282	7906.706
Less	EXPENSES
		Cost of Materials Consumed	3485.783	3811.535	3237.314
		Purchases of Stock-in-Trade	938.406	1315.333	762.154
		Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	16.768	(185.182)	(93.281)
		Employees benefits expense	1210.405	1145.677	1002.911
		Other expenses	2565.810	2822.900	2169.815
		TOTAL (B)	8217.172	8910.263	7078.913
	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		541.890	688.019	827.793
Less	FINANCIAL EXPENSES (D)		406.705	359.778	284.814
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		135.185	328.241	542.979
Less/ Add	DEPRECIATION/ AMORTISATION (F)		206.715	285.949	249.075
	PROFIT BEFORE TAX (E-F) (G)		(71.530)	42.292	293.904
Less	TAX (H)		(39.420)	(13.500)	88.000
	PROFIT AFTER TAX (G-H) (I)		(32.110)	55.792	205.904
	EARNINGS IN FOREIGN CURRENCY
		Export of Goods calculated on F.O.B. basis	969.234	937.478	917.057
		Claim Settling Commission	0.018	0.000	0.000
		Guarantee Commission	0.105	0.000	0.000
	TOTAL EARNINGS		969.357	937.478	917.057
	IMPORTS
		Raw Materials	392.255	337.011	173.173
		Capital Equipment	18.981	54.978	61.178
		Stores, Spare Parts and Components	5.717	3.418	2.597
	Lead Scrap /Bought Out goods		0.000	7.459	0.000
	TOTAL IMPORTS		416.953	402.866	236.948
	Earnings Per Share (Rs.)		(1.58)	2.53	9.56

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2015	31.03.2014	31.03.2013
Current Maturities of Long term Borrowings	357.172	295.187	203.645
Cash Generated from Operations	444.540	241.663	223.226
Net Cash from Operating Activities	468.084	184.728	181.222

QUARTERLY RESULTS

PARTICULARS	30.09.2015	30.06.2015
	Unaudited	Unaudited
Net Sales	2045.730	1790.130
Total Expenditure	1762.380	1678.340
PBIDT (Excl OI)	283.350	111.790
Other Income	12.390	30.570
Operating Profit	295.740	142.360
Interest	111.880	119.670
Exceptional Items	0.000	0.000
PBDT	183.860	22.690
Depreciation	49.480	48.840
Profit Before Tax	134.380	(26.150)
Tax	0.000	0.000
Provisions and contingencies	0.000	0.000
Profit After Tax	134.380	(26.150)
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	134.380	(26.150)

KEY RATIOS

PARTICULARS		31.03.2015	31.03.2014	31.03.2013
Net Profit Margin (PAT / Sales)	(%)	(0.37)	0.59	2.63
Operating Profit Margin (PBDIT/Sales)	(%)	6.24	7.27	10.58
Return on Total Assets (PBT/Total Assets}	(%)	(0.96)	0.58	4.47
Return on Investment (ROI) (PBT/Networth)		(0.03)	0.02	0.14
Debt Equity Ratio (Total Debt/Networth)		1.72	1.56	1.29
Current Ratio (Current Asset/Current Liability)		0.90	0.92	1.07

STOCK PRICES

Face Value	Rs.10.00/-
Market Value	Rs. 63.90/-

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	233.423	233.423	233.423
Reserves & Surplus	1921.930	1957.123	1901.925
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	0.000	0.000	0.000
Net worth	2155.353	2190.546	2135.348
Long-term borrowings	826.822	680.814	806.386
Short term borrowings	1748.271	2436.549	2514.827
Current Maturities of Long-Term Borrowings	203.645	295.187	357.172
Total borrowings	2778.738	3412.550	3678.385
Debt/Equity ratio	1.289	1.558	1.723

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	7824.162	9467.982	8678.096
		21.010	(8.343)

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	7824.162	9467.982	8678.096
Profit	205.904	55.792	(32.110)
	2.63%	0.59%	(0.37%)

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	No
8	Designation of contact person	No
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	Yes
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	Yes
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	No
32	Litigations that the firm/promoter involved in	--
33	Market information	--
34	Payments terms	No
35	Negative Reporting by Auditors in the Annual Report	No

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10585871	03/07/2015	200,000,000.00	STATE BANK OF PATIALA	COMMERCIAL BRANCH, AARTI COMPLEX, MILLERGANJ, LUD HIANA- 141003, PUNJAB, INDIA	C61647400
2	10532070	18/11/2014	250,000,000.00	STATE BANK OF PATIALA	COMMERCIAL BRANCH, AARTI COMPLEX, MILLERGANJ, LUD HIANA- 141003, PUNJAB, INDIA	C34125914
3	10485719	16/06/2014 *	845,000,000.00	AXIS BANK LIMITED	CORPORATE BANKING BRANCH (CBB), 1, SHAKESPEARE S ARANI, AC MARKET, 3RD FLOOR,, KOLKATA- 700071, WEST BENGAL , INDIA	C17466061
4	10380149	17/09/2012	375,000,000.00	STATE BANK OF PATIALA	COMMERCIAL BRANCH, MILLERGANJ, LUDHIANA- 141003, PUNJAB, INDIA	B59532531
5	10295180	19/02/2015 *	3,739,600,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, KOLKATA, 24, PARK STREET, KOLKATA- 700016, WEST BENGAL, INDIA	C46015236
6	10275613	04/03/2011	290,000,000.00	STATE BANK OF PATIALA	COMMERCIAL BRANCH, MILLERGANJ, LUDHIANA- 141003, PUNJAB, INDIA	B09132044
7	10271638	19/04/2014 *	100,000,000.00	IDBI BANK LIMITED	KOLKATA MAIN BRANCH, IDBI HOUSE, 44 SHAKESPEARE S ARANI, KOLKATA- 700017, WEST BENGAL, INDIA	C05333695
8	10215774	30/03/2010	205,000,000.00	STATE BANK OF PATIALA	COMMERCIAL BRANCH, MILLERGANJ, LUDHIANA- 141003, PUNJAB, INDIA	A84015858
9	10184893	27/01/2011 *	2,013,800,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, KOLKATA, 24 PARK STREET, KOLKATA- 700016, WEST BENGAL, INDIA	B07910326
10	10142940	30/06/2014 *	5,775,700,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, KOLKATA, 24, PARK STREET, KOLKATA- 700016, WEST BENGAL, INDIA	C13869458

* Date of charge modification

UNSECURED LOANS

PARTICULARS	31.03.2015 (Rs. In Million)	31.03.2014 (Rs. In Million)
LONG-TERM BORROWINGS
Fixed Deposits (From Public)	93.554	72.184
SHORT TERM BORROWINGS
From Banks	650.000	700.000
From Bodies Corporate	267.000	0.000
Fixed Deposits (from Public)	156.080	209.238
Total	1166.634	981.422

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

For the financial year ended on 31st March, 2015, the Company reported a loss of Rs.32.110 Million against profit of Rs.55.792 Million during the previous year. Total Income from Operations has decreased to Rs.8678.096 Million during the year from Rs.9467.982 Million in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

Tea Division

Global tea production (excluding China) during the calendar year 2014 was lower as compared to the previous year, mainly due to crop loss in India, though it was partly compensated by higher crop in Kenya. All India tea production was 1,184 million kgs. In 2014 against 1,200 million kgs. in 2013. During the year under review, this Division reported a production of 9.60 million kgs, which is marginally lower than the production of 10.00 million kgs, as reported in the previous year. Adverse weather conditions during the early part of the year have affected the production.

Average tea prices at auction centers in North India witnessed an increase of Rs. 2 per kg compared to previous year. Price realization for bulk tea was higher by around Rs. 4 per kg compared to previous year, reflecting the acceptance of the Company's products in the market. The Division, during the year were higher when compared with the previous year. However, exports by India were lower when compared with the previous year. This Division has diversified into newer potential markets and has also strengthened its presence in the existing markets and is confident of achieving higher exports in the coming year. During the year, the performance of the packet tea segment was stable and the Division is hopeful for improved performance in the coming year.

Fresh wage agreements have been signed for both Assam and Bengal Gardens, which have come into effect retrospectively, which has increased the cost and adversely affected the profitability. Apart from the above, profitability of the Division was also impacted by rising costs of other inputs like coal, electricity, agro-chemicals, etc. During the current year, production till date, has been higher as compared to the previous year. Hence, prices at tea auction centers have been showing signs of sluggishness. There will be increase in cost due to wage agreement and inputs in the coming year. This division expects to perform better, as compared to the previous year due to emphasis on quality, better export and packet sales.

Engineering (MICCO) Division

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

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

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

This Division has been continuously making efforts to make entry into new trajectory in collaboration with the national and international players, which will help the Division to have a diversified portfolio and to procure new orders, leading to sustainable growth in the future. The Directors are of the view that the business scenario for Steel Industry is expected to change favourably due to government initiatives, which will also benefit the Company.

Textile Division

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

The cotton crop in the current cotton year is estimated to be 380 lakhs bales. On arrival of new crop, the prices in India decreased sharply in second half and the gap with the International cotton prices was reduced, to a certain extent. The decrease was so sharp that the prices for some time went below the minimum support price, which compelled Cotton Corporation of India to intervene and provide stability to the falling prices. Cotton Corporation of India has procured a huge volume of cotton (approx 25% of the year's crop) resulting in physical shortage of cotton in the market, in the current year. The shortage of physical cotton in market and increase in international prices has pushed up the prices, during the current financial year. The prices of other synthetic fiber have also increased in line with the crude oil prices. However, the spinning mills have not been able to pass on the increase in raw material prices, due to poor demand, both in domestic and export market. The withdrawal of various export incentives in the current year has further adversely affected the competitiveness of Indian spinners in export market. In order to overcome the steep fluctuations in the prices of raw material, which is expected to continue, the Division has started manufacturing value added dyed yarns, which will insulate the Division to some extent from the fluctuations and improve the working in the current year. The Directors expect that me performance of this Division in the coming year to be stable.

Chemical (Waldies) Division

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

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

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

Trading Division

During the year, the turnover of this Division was lower compared to previous year primarily due to the ongoing slowdown in the real estate sector. Large manufacturers are directly entering into the market resulting in severe competition. Some of the Branches of the Division, which were not sustainable, have been closed down during the year. The Directors will closely monitor the feasibility and viability of continuation of this Division in the coming years.

Property Division

This Division has reported revenue of Rs. 71.199 Million, which is marginally higher than the reported revenue of Rs.67.190 Million, in the previous year. The increase in revenue is due to renewal of tenancy at increased rates for few existing tenants. As reported in the previous year, the Division has completed a major portion of repair and renovation of 'Gillander House', during the year. Comprehensive fire safety policy is rigorously implemented with installation of fire safety equipments and conducting of fire safety drills at regular intervals. The property market has not shown any significant sign of recovery due to recessionary economic condition. It has also been observed that huge property banks with all modern amenities are lying ideal and this division will face severe competition in the coming years. However, the Division's main property being centrally located and with recent repairs and renovation, the Directors are hopeful that the Division will do reasonably well by filling up vacant areas. Further steps to improve the quality of services will be taken up soon. The Directors expect that the performance of this Division in the coming year to be stable.

STATEMENT OF STANDALONE AUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED

30^TH SEPTEMBER 2015

(Rs. in Million)

Particular	For the Quarter Ended		For the Half Year Ended
	30.09.2015 (Unaudited)	30.06.2015 (Unaudited)	30.09.2015 (Unaudited)
Income from Operations
a) Net Sales / Income from Operations	2000.034	1737.447	3737.481
b) Other Operating Income	45.695	52.681	98.376
Total Income from operations	2045.729	1790.128	3835.857
Expenses
(a) Changes in inventories of finished goods, work in progress and stock in trade	(339.755)	(98.978)	(438.733)
(b) Cost of Material Consumed	748.234	726.920	1475.154
(c) Purchase of stock in trade	349.882	151.500	501.382
(d) Employee benefit expenses	352.405	329.219	681.624
(e) Power and Fuel	205.300	162.682	367.982
(f) Power expenses	117.778	116.882	234.660
(g) Jobs on contract	49.483	48.836	98.319
(h) Other Expenditure	328.534	290.118	618.652
Total Expenses	1811.861	1727.179	3539.040
Profit/(Loss) from Operations before other income, finance costs and Exceptional items (1-2)	233.868	62.949	296.817
Other Income	12.390	30.568	42.958
Profit/(Loss) from ordinary activities before finance costs and exceptional Items (3+4)	246.258	93.517	339.775
Finance costs	111.882	119.666	231.548
Profit/(Loss) from ordinary activities after finance costs but before exceptional Items (5-6)	134.376	(26.149)	108.227
Exceptional Items	--	--	--
Profit/ (Loss) from ordinary activities before tax (7+8)	134.376	(26.149)	108.227
Tax expense
-for Current Tax	--	--	--
-for Deferred Tax	--	--	--
Net Profit/ (Loss) from ordinary activities after tax (9-10)	134.376	(26.149)	108.227
Extraordinary items ( net of tax expense Rs-Nil)	--	--	--
Net Profit/ (Loss) for the period (11-12)	134.376	(26.149)	108.227
Paid - up Equity Share Capital (face value per share Rs 10/- share)	213.423	213.423	213.423
Reserves excluding revaluation reserves as per the balance sheet
Earnings Per Share (of Rs. 10 each) (not annualised)
a) Basic and diluted EPS before Extraordinary items for the period, for the year to date and for the previous year	6.28	(1.24)	5.03
b) Basic and diluted EPS after Extraordinary items for the period, for the year to date and for the previous year	6.28	(1.24)	5.03
Select Information for the Year Ended 30.09.2015
PARTICULARS OF SHAREHOLDING
Public Shareholding
- Number of Shares	6670631	6670631	6670631
- Percentage of Shareholding	31.26	31.26	31.26
Promoter and Promoter Group Shareholding
a) Pledged/Encumbered
- Number of Shares	--	--	--
- Percentage of Shares (as a % of the total shareholding of promoter and promoter group)	--	--	--
-Percentage of Shares (as a % of the total share capital of the Company)	--	--	--
b) Non-encumbered
- Number of Shares	14671715	14671715	14671715
-Percentage of Shares (as a % of the total shareholding of promoter and promoter group)	100.00	100.00	100.00
-Percentage of Shares (as a % of the total share capital of the Company)	68.74	68.74	68.74

	Particulars	Quarter Ended on 30.09.2015
B.	INVESTOR COMPLAINTS
	Pending at the beginning of the quarter	Nil
	Received during the quarter	2
	Disposed of during the quarter	2
	Remaining unresolved at the end of the quarter	Nil

REPORTING OF SEGMENT-WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

Particular	For the Quarter Ended		For the Half Year Ended
	30.09.2015 (Unaudited)	30.06.2015 (Unaudited)	30.09.2015 (Unaudited)
Segment Revenue
(Net Sales/Income from Operations)
a) Tea	644.513	318.899	963.412
b) Trading	6.748	11.516	18.264
c) Property	22.208	21.773	43.981
d) Textile	795.556	945.741	1741.297
e) Engineering (MICCO)	477.419	396.717	874.136
f) Chemical (Waldies)	101.828	98.025	199.853
Total	2048.272	1792.671	3840.943
Less: Inter Segment Revenue	2.543	2.543	5.086
Net Sales/ Income from Operations	2045.729	1790.128	3835.857
Segment Result [Profit/(Loss)] before tax and interest from each segment]
a) Tea	179.529	8.284	187.813
b) Trading	(2.236)	(1.728)	(3.964)
c) Property	15.989	16.302	32.291
d) Textile	3.673	37.039	40.712
e) Engineering (MICCO)	50.942	32.418	83.360
f) Chemical (Waldies)	0.903	3.986	4.889
Total:	248.800	96.301	345.101
Less: i) Finance Cost	111.882	119.666	231.548
ii) Other Un-allocable Expenditure net off Un-allocable Income	2.542	2.784	5.326
Total Profit/(Loss before Tax	134.376	(26.149)	108.227
Capital Employed
(Segment Assets-Segment Liabilities)
a) Tea	1139.897	945.139	1139.897
b) Trading	24.652	26.864	24.652
c) Property	(42.506)	(41.673)	(42.506)
d) Textile	2438.396	2425.127	2438.396
e) Engineering (MICCO)	1871.545	1808.424	1871.545
f) Chemical (Waldies)	78.567	74.739	78.567
g) Unallocated	(3266.976)	(3129.421)	(3266.976)
Total Capital Employed	2243.575	2109.199	2243.575

CONTINGENT LIABILITIES:

Particulars	31.03.2015 (Rs. In Million)	31.03.2014 (Rs. In Million)
Claims against the Company not acknowledged as debts
ESI	0.000	1.787
Sales Tax	98.335	253.777
Cess on Jute Bags/Jute Twine	0.732	0.732
Cess and Excise on Captive Consumption	1.133	1.133
Excise Duty	7.030	7.030
Service Tax	42.590	44.258
Income Tax	10.602	13.700
Voltage Surcharge on Electricity consumed	15.932	15.932
Commitments
Estimated amount of contracts remaining to be executed on Capital Account and to provided for [Net of advance Rs. 14.700 Million (Previous Year Rs. 12.077 Million)]	33.707	22.592
Arrear Dividend on Redeemable Cumulative Preference Shares. The Board has not declared any dividend on Redeemable Cumulative Preference Shares. Dividend in arrears on cumulative preference shares can be paid in a later year where there are profits to justify such payment.	1.600	0.000
The Company has given counter Guarantee to a bank for issue of Stand by letter of Credit against loan availed by the wholly owned subsidiary from a bank :
a) Amount of Guarantee Given USD 13.00 Million	812.565	0.000
b) Amount outstanding as on 31st March USD 12.60 Million	787.670	0.000
Deposit with Bank Committed to Continue till the tenure of Stand by letter of Credit	161.174	0.000
Total	1973.070	360.941

NOTE: In respect of above, future cash flows are determinable only on receipt of judgements pending at various forums/authorities which in the opinion of the Company is not tenable and there is no possibility of any reimbursement in case of above.

FIXED ASSETS:

Tangible Assets

· Freehold Land

· Leasehold Land

· Plant and Machinery

· Furniture and Fittings

· Office Equipment

· Electric Installation and Equipments

· Vehicles

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 66.75
UK Pound	1	Rs. 100.68
Euro	1	Rs. 70.88

INFORMATION DETAILS

Information Gathered by :	GYT
Analysis Done by :	TRI
Report Prepared by :	IND

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		43

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.