GILLANDERS ARBUTHNOT LTD

Gillanders Arbuthnot and Company Limited (GACL) originated as a partnership firm in the early part of the 19th Century, started by Mr. F. M. Gillanders and Mr. G. C. Arbuthnot. It was incorporated as a Limited Company on 1st February, 1935 at Kolkata. The Company became part of well-known Kothari Group of Companies in the late 60's. The Company primarily deals in manufacture and sale of tea, manufacture and sale of yarn made out of Cotton and Man Made Fibres, manufacture and sale of Steel Structural, Pipes and Equipment and designing, supplying, erectioning and commissioning of projects on turnkey basis and letting out of property on Rent. The company operates with five divisions i.e. Tea, Kalamazoo, Adequate Weighters and Property divisions. The tea division produces saleable tea produced from it's own plantations and purchased green leafs. GACL has diversified into manufacture of HDPE containers by setting up a project in Janakipuram in Chengalpattu District of Tamilnadu at an outlay of 17 crores. The project was funded by a term loan of Rs.10.35 crores from ICICI and the balance from internal accruals. This project also manufactures handling cans and containers with a capacity of 20 to 100 ltrs. Commercial production commenced on first half of 1996. Presently the capacity stood at 370000 Nos per annum. The company during September, 1998 has issued Bonus shares in ratio of one share for every one share held, there by taking the share capital to Rs. 4.76 crs. Jutlibari Tea, Tengpani Tea, Waldies and Gillanders Investments and Services are the subsidiaries. Gillanders has acquired GIS Ltd during the year 2005 and pursuant to this amalgamation,the company will issue One Equity Share of Rs.10 each for every Three Equity Shares held by the shareholders of GIS Ltd. The erstwhile Waldies Ltd., a subsidiary of the Company was amalgamated with the Company through Scheme of Amalgamation sanctioned by the Hon'ble High Court at Calcutta on 21 st November, 2006, which became effective with retrospective effect from the 'Appointed Date'; viz 1st April, 2005. During the year 2005 -06, the Company allotted 3890480 Ordinary Shares of Rs. 10/- each fully paid up to Kothari Plantations and Industries Ltd (now renamed as Kothari Phytochemicals and Industries Ltd) and 2141250 Ordinary Shares of Rs.10/- each to the Members of erstwhile GIS Ltd. through the Scheme of Arrangement for the transfer of Tea Division of Kothari Plantations and Industries Ltd to the Company and amalgamation of GIS Ltd with the Company. Pursuant to the coming into effect of The Scheme' as aforesaid the Company had seven major divisions viz. Tea Division, Textile Division, Waldies Division, Engineering Division, Plastic Container Division, Property Division and Marketing Division during the year 2005-2006. The Company sold off its Plastic Container Division to M/s Balmer Lawrie - Van Leer Limited with effect from 1st May, 2006. During FY 2007-08, the Scheme of Amalgamation of the erstwhile GIS Cotton Mill Ltd. (GCML), with the Company was sanctioned by the Hon'ble High Court at Calcutta on 14th May, 2008. Upon completion of the relevant legal formalities on 10th July, 2008 the Amalgamation became effective retrospectively from the 'Appointed Date' viz. 1st April, 2007 and accordingly, their assets and liabilities got incorporated into the Company. The Scheme of Amalgamation of the erstwhile The Tengpani Tea Co. Ltd. (TTCL), with the Company was made effective retrospectively from April 01, 2008 and accordingly TTCL's assets and liabilities got incorporated into the Company. The Engineering (MICCO) Division of the Company commissioned Coke Oven Battery at Durgapur Steel Plant during FY 2013-14. Gillanders Holdings (Mauritius) Limited, Mauritius, a wholly owned subsidiary of the Company acquired 100% fully paid up Ordinary Shares of Group Developments Limited, Malawi, alongwith its wholly owned subsidiaries viz. Naming'omba Tea Estate Limited, Maifisi Tea Esates Limited and Group Holdings Limited in Sept' 14. Satyam Financial Services Limited, Kolkata, the sole associate of the Company, ceased to be an associate during 2014-15. The Property Division completed a major portion of repair and renovation of 'Gillander House', during the year 2014-15. During the year 2015-16, Company acquired 99.99% equity stake of Barfani Builder Limited to facilitate reconstruction of the Company by transfer of Chemical (Waldies) Division of the Company to Barfani Builder Limited. During FY 2015-16, the Tea Division of Company commissioned Sinter Machine No. 1 in SAIL Bokaro plant in January, 2016. The Macadamia Factory was commissioned with renovation and made operational from April, 2016. A Scheme of Arrangement between Gillanders Arbuthnot and Company Limited-(GACL) (the Parent Company) and its erstwhile Indian subsidiary i.e., Barfani Builder Limited (BBL) and their respective Shareholders for reconstruction by transfer of Chemical (Waldies) Division of GACL to BBL was sanctioned and approved through the Scheme of Arrangement , thereby making the said scheme effective from 28 November, 2016. During the year 2016-17, Company has sold and transferred its entire shareholding of 1,47,29,995 numbers of fully paid up shares of Rs. 10/- each in Waldies Compound Limited (formerly known as Barfani Builder Limited), at a total consideration of Rs. 21,06,38,929/-. The Engineering (MICCO) Division of Company achieved the feats of commissioning an ID fan at Bokaro Steel Plant and reheating furnace at Durgapur Steel Plant. The Company also commissioned two numbers of gas holders and gas holder export system for TATA Steel in 2016-17. During FY 2018-19, Naming'omba Tea Estates Limited, Mafisi Tea Estates Limited and Group Holdings Limited, wholly owned subsidiaries of Group Developments Limited (GDL), a step down foreign subsidiary of the Company, undertook a qualified re-organization by way of amalgamating their respective whole businesses and undertaking with that of GDL through a mutually agreed upon Scheme of Arrangement. The said Scheme was approved by the Hon'ble High Court at Malawi vide Order dated 18th December, 2018. On the said Scheme becoming effective, the name of GDL was changed to Naming'omba Tea Estates Limited. During the year 2018-19, Engineering (MICCO) Division of Company carried out the job of Dismantling of an age old Gasholder, MAN oil seal type Coke oven holder. MICCO also commissioned a 60,000 m3 LD gasholder at Tata Steel, 80,000 m3 LD gasholders at JSPL, Angul.