Dear Members
The Board of Directors hereby presents the report of the business and
operations ofyourCompany, along with the audited financial statements, for the financial
year ended March 31,2024. In line with the requirements of the Companies Act, 2013 and the
rules framed thereunder, this report covers the financial results and other developments
during the Financial Year 1st April, 2023 to 31st March, 2024.
FINANCIAL RESULTS
The performance of the companyfor the financial year ended 31st March,
2024 is summarised below:
| PARTICULARS |
For the Financial Year |
|
2023-24 |
2022-2023 |
| Revenue from Operations |
211.99 |
361.72 |
| Other Income |
401.57 |
887.38 |
| Total Income |
613.56 |
1249.10 |
| Total Expenses |
1085.25 |
3099.92 |
| Profit / (Loss) before Tax |
(471.69) |
(1850.82) |
| Tax Expenses |
0.12 |
- |
| Profit/ (Loss) For The Year |
(471.81) |
(1850.82) |
| Other Comprehensive Income (net oftax) |
453.81 |
(356.43) |
| Total Comprehensive Income For The Year |
17.99 |
(2207.25) |
REVIEW OF OPERATIONS AND STATE OF COMPANY AFFAIRS
During the Financial Year under review the Company's Revenue from
Operations has been decreased from the previous year Rs. 361.72 lakhs to Rs. 211.99 due to
less recovery ofInterest Income compared to the same of the previousyear. However finance
cost, employee benefits expenses and other expenses have been decreased from the previous
year figure which results in decrease of total expenditure of the companyfrom the previous
year Rs. 3099.92 lakhs to Rs. 1085.25 lakhs.
Further during the Financial Year 2023-24 the Company's liabilities
from the Secured and Unsecured Borrowings came down to Rs. 46463.99 lakhs from the
previousyear which had been Rs. 46967.79 lakhs resulting in reduction of the total
financial liabilities of the company.
During the year under review the Company earned interests on Inter
Corporate Deposits to the tune of Rs. 211.52 lakhs as against previous year, which was Rs.
361.25 lakhs.
Your Company succeeded to pull down its net operating loss from the
previous Financial Year's amount of Rs. 1850.82 Lakhs to Rs. 471.81 Lakhs during the
Financial Year 2023-24.
As per the requirements of IndAS the Investments were fair valued and
the FairValue Changes of Investments in Equity Shares produced a positive figure amount of
Rs.453.04 Lakhs as against negative figure of the previous Year of Rs. (356.69) Lakhs.
Other Comprehensive Income/(Loss) for the Financial Year 2023-24 resulted in positive
figure of Rs. 453.81 as against negative figure of previous year amounting to Rs. (356.43)
Lakhs.
The above is an indication that the Company is on the path of recovery
barring unforeseen circumstances. The Company is expected to improve well in the
foreseeable future.
DIVIDEND
On account of the accumulated loss, no dividend has been recommended
for theyear under review.
TRANSFER TORESERVES
In view of the loss during theyear, no amount is being transferred to
General Reserve fortheyear ended 31st March 2024.
SHARE CAPITAL
During the year under review, the Company has not altered/modified its
authorised share capital and has not issued any shares including equity shares with
differential rights as to dividend, voting or otherwise.The Company has not issued any
sweat equity shares to its directors or employees and also has not made any buy back of
shares during the year under review.
The Issued, Subscribed and Paid-up Equity Share Capital of the Company
as on 31st March, 2024 is Rs. 8,35,91,360 divided into 83,59,136 Shares of Rs. 10/- each
fully paid up. There has been no change in the Share Capital of the Company during the
Financial Year 2023-24.
RESERVE BANKOF INDIA (RBI) GUIDELINES
Your Company continues to carry on its business of Non-Banking
Financial Institution without accepting deposits. The Company is a Non-Systemically
Important Non-Deposit Taking Company. Further the Company has complied with and continues
to comply with all the prudent financial management norms and directions issued by the
Reserve Bank ofIndia as applicable.
PUBLIC DEPOSITS
The Company is a non-deposit taking Non-Banking Financial Company
(NBFC) and therefore is not accepting any public deposits during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the company comprises of Four Directors as on
31st March, 2024 of whom two are Independent Directors, one is Woman Director and one is
Non-Executive Director & Chairman.
During the FY 2023-24, Ms. Natalie Ann Mookerji has been appointed as a
Non-Executive & Non- Independent Director w.e.f 14th March, 2024. The appointment of
Ms. Mookerji has been regularized byway of Postal Ballot Notice dated 2nd May, 2024 and
the same has been passed with requisite majority on 10th June 2024.
Mrs. Maria Khan, ceased to be Director of the Company w.e.f 18th March,
2024 due to her increasing personal commitments. The Board places on record its immense
appreciation for her contribution during her tenure in the Company.
Further, the Board at its meeting held on 13th August, 2024 based on
the recommendation of Nomination and Remuneration Committee, after evaluating the
performance of Mr. G S Ajmera, during his first tenure as Independent Director of the
company, approved his re-appointment as Independent Director of the Companyfor second term
of five consecutive years commencing from 13th December 2024 and recommended for
shareholders' approval. Resolution seeking Shareholders' approval for re-appointment along
with other required details forms part of the 51st AGM Notice.
In accordance with the provisions of the Act and Articles of
Association of the Company, Mr. Aditya Khaitan (DIN: 00023788), Chairman and Director,
retires by rotation and being eligible, offers himself for reappointment at the ensuing
AGM. Resolution seeking Shareholders' approval for his re-appointment along with other
required details forms part of the 51st AGM Notice.
Pursuant to the provisions of Section 203 of the Act read with the
rules made there under, Mr. Shyam Ratan Mundhra, Chief Financial Officer & Manager and
Ms. Ekta Benia, Company Secretary are the Key Managerial Personnel of the Companyas on
31st March, 2024.
Mr. Shyam Ratan Mundhra has been re-appointed by the Board of Directors
at its meeting held on 6th February, 2024 as Manager of the company for further period of
two years from 1 st April, 2024 to 31st March, 2026. The said appointment has been
approved by the shareholders conducted through Postal Ballot Notice dated 6th February,
2024 and the same has been passed with requisite majority on 6th April, 2024.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, otherthan sitting
fees and reimbursement ofexpenses, ifany.
None of the Directors are disqualified as per provision ofSection
164(2) of the Act.
Apart from the above,there is no change in the Directors and KMP of the
Company since the last report.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors (ID's) of the Company have given
declarations in terms ofSection 149(7) of the Act confirming that they meet the criteria
of independence as laid down under Section 149(6) of the Act, and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and they have further confirmed compliance with the code for Independent Directors as
prescribed in Schedule IV to the Companies Act. In the opinion of the board, the ID's
fulfil the conditions specified in the Actand the rules made there underfor appointment as
ID's including integrity, expertise and experience. In terms ofSection 150 of the Act,
read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014,as amended, the names ofall the ID's of the Company have been included in the data
bank maintained bythe Indian Institute ofCorporate Affairs.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act, as amended, read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, copies of the Annual Returns of the Company are available on the website of
the Company at https://www.williamsonfinancial.in/regulatory.html
ONE-TIME SETTLEMENT WITH ANY BANKOR FINANCIAL INSTITUTION
During the year under review the Company and Aditya Birla Finance
Limited (ABFL) and others have entered into Terms of Settlementand Consent Term dated 7th
June, 2023 to amicably settle the dispute with ABFL in the matter, inter-alia, related to
the term loan availed of by the company from ABFL.
NUMBEROF BOARDMEETINGS DURING THE YEAR
During the FY 2023-24,the Board ofDirectors met five (5) times and the
details of the meetings of the Board and its Committees are given in the Corporate
Governance Report, which is a part of this report. The gap intervening between two
meetings was within the time prescribed under the Act and Listing Regulations.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state in terms ofSection 134(5) of the Actthat -
(a) In the preparation of the annual accounts, the applicable
Accounting Standards had been followed and there was no material departure there from.
(b) The Directors had selected such accounting policies and applied
them consistentlyand madejudgments 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 and loss of the Companyforthat period.
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Actfor
safeguarding the assets of the Companyand for preventing and detecting fraud and other
irregularities.
(d) The Directors had prepared the annual accounts on a going concern
basis.
(e) The existing internal financial controls laid down by the Directors
and followed by the Company are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with
the provisions ofall applicable laws and that the same were adequate and operating
effectively.
CHANGE IN NATURE OF BUSINESS
During the year under review, there has been no change in the Company's
nature of business.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES The Company
does not have any Subsidiary, Joint Venture or Associate Company.
MANAGEMENT DISCUSSION & ANALYSIS
Report on Management Discussion& Analysis forms part of theAnnual
Report as perthe requirements ofRegulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and is annexed as Annexure-1.
CORPORATE GOVERNANCE
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Report on Corporate Governance along with certificate of compliance
from Vidhya Baid & Associates, Company Secretary in Practice confirming compliances to
the conditions of the Corporate Governance is attached as Annexure 2 and 3 to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company being a Non-Banking Financial Company (NBFC), the relevant
provisions ofSection 186 of the Act do not apply to the Company. However, the particulars
of loans given, guarantees provided and investments made by the Company during the FY
2023-24 have been disclosed in the Financial Statement which forms part ofthis Report.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THIS REPORT
There are no material changes and commitments affecting the financial
position of the Companythat have occurred between the end of the Financial Year ended 31st
March, 2024 to which the Financial Statement relates and the date ofsigning ofthis report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and Listing Regulations, the
Company has formulated a Policy on Related PartyTransactions which is also available on
Company's website at https://www.williamsonfinancial.in/policy.html. The Policy intends to
ensure that proper reporting, approval and disclosure processes are in place for all
transactions between the Companyand Related Parties.
All the contracts/arrangements/transactions entered by the Company
during the financial year under review with related parties were in its ordinary course of
business and on an arm's length basis.
During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material
in accordance with the policy of the Company on Materiality of Related PartyTransactions
and on dealing with Related PartyTransactions. Since there are no material Related
PartyTransactions and also all the transactions with related parties are at arm's length
and are in the ordinary course of business, no transactions are required to be reported in
Form AOC - 2.
The Company has made full disclosure of transactions with the related
parties as set out in Note No. 32 of the Financial Statement pursuantto Ind AS, forming
part of the Annual Report. There were no materially significant related party transactions
which could have potential conflict with interest of the Company at large.
THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars as per Rule 8(3) of the Companies (Accounts) Rules, 2014:
A. Conservation of energy: N.A.
B. Technologyabsorption:N.A.
C. Foreign Exchange earnings and outgo: Nil
CORPORATE SOCIAL RESPONSIBILITY
As disclosed in the past Reports, the Board and the Corporate Social
Responsibility Committee ('CSR Committee') of the Company approved a Policy to collaborate
with McLeod Russel India Limited as permitted by Rule 4(3) of Companies (Corporate Social
Responsibility Policy) Rules, 2014 in respect ofCSR Activities / Projects covered by
Schedule -VII to the Act. According to the policy, the CSR Committee and the Board may
approve any project / activity covered under Schedule VII to the Act to be undertaken in
terms of the policy. The Policy is available on the Company's website,
https://www.williamsonfinancial.in/policy.html
No amount was required to be spent on CSR during the financial year
under review in terms of Section 135 of the Companies Act, 2013.
COMMITTEES OF THE BOARD
In compliance with the requirements of Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had
constituted various Committees to assist in discharging its responsibilities. As on 31st
March 2024, the Board has constituted following Committees to deal with matters and
monitoractivities falling within the respective terms of reference:
• AuditCommittee
• Nomination and Remuneration Committee
• Stakeholder's Relationship Committee
Detailed composition of the above Committees, their terms of reference,
number of meetings held, attendance therein and other related details are provided in the
Corporate Governance Report forming part of the Annual Report.There has been no instance
where the Board has not accepted the recommendations of its Committees.
COMPOSITION OF THE AUDIT COMMITTEE
As on 31st March, 2024 the Audit Committee of the Company consists
ofMr.Gaurang ShashikantAjmera, Mr. Mohan Dhanuka, Independent Directors and Ms. Natalie
Ann Mookerji, Non - Independent Director as Members. Mr. Ajmera is the Chairman of the
Committee. There has been no single instance of the Board not accepting any recommendation
of the Audit Committee during theyear under review.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors which include criteria for
performance evaluation of the Non-Executive Directors and Executive Directors pursuant to
the provisions of the Act and the Corporate Governance requirements as prescribed by
Securities & Exchange Board of India (SEBI) under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The performance of the board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis ofcriteria such as the composition
ofcommittees, effectiveness ofcommittee meetings etc.
MEETING OF INDEPENDENT DIRECTORS
Pursuant to the Act and SEBI Listing Regulations, the independent
directors must hold at least one meeting in a year without the presence of non-independent
directors and members of the management. Accordingly, a meeting of Independent Director
was held on 15th March, 2024 without the attendance of other directors (Non-Independent)
to review the performance of Non-Independent Directors, the Board as a whole, Chairman of
the Company, after considering the views of directors. They also assessed the quality,
quantity and timelines of flow of information between the Company Management and the Board
that is necessary for the Board to effectively and reasonably perform their duties. It was
noted that the Board is broad based, information is timely provided, decisions are taken
after due deliberations, Board members are encouraged by the Chairman to participate and
offertheir independent
advise based on their experience and act in the best interest of the
company and its stakeholders
TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)
In accordance with the provisions ofSections 124 and 125 of the Actand
Investor Education and Protection Fund (Accounting,Audit,Transferand Refund) Rules,2016
("IEPF Rules"),dividend ofaCompany which remain unpaid or unclaimed for a period
ofseven years from the date oftransferto the Unpaid Dividend Account shall be transferred
by the Company to the Investor Education and Protection Fund ("IEPF").
In terms of the foregoing provisions of the Act,there is no dividend
which remains outstanding or remain to be paid and required to be transferred to the IEPF
by the Company during the year ended 31st March, 2024.
LISTING WITH STOCK EXCHANGE
The Equity shares of the Company are listed at BSE Limited. The details
of trading, listing fees etc. are given in the Corporate Governance Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with the
applicable provisions of the Revised Secretarial Standards on Meetings of the Board of
Directors (SS-1)and General Meetings (SS-2) issued by the Institute of Company Secretaries
of India (ICSI).
SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF
THE COMPANY
During the year under review, no significant and material order has
been passed by any Regulator or Court orTribunal impacting the going concern status of the
Companyand the Company's operations in future.
However, in the matter ofArbitration between Aditya Birla Finance
Limited (ABFL) vs McNally Bharat Engineering Company Limited (MBECL) and others, the Sole
Arbitrator, passed an Interim Order on 30th June 2020 upon the Company to perform
obligations underthe PutOption Agreement dated 24th March 2018. The Company had filed an
application for setting aside the award which was subsequently withdrawn as the disputes
between the parties was settled.
The Hon'ble High Court of Delhi at New Delhi vide its ex-parte, interim
order in O.M.P.(I) (COMM.) 459/2019 in KKR India Financial Services Limited &Anr. Vs.
Williamson Magor&Co. Limited &Ors., has, inter-alia, restrained the Company from
selling, transferring, alienating, disposing, assigning, dealing or encumbering or
creating third party rights on their assets. Arbitration proceedings under the aegis of
ICC has been initiated by InCred Financial Services Limited (formerly KKR India Financial
Services Limited) and the matter is currently pending.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal controls with reference to
financial statements. Internal Audit is carried out in accordance with auditing standards
to review design and effectiveness of internal control system & procedures to manage
risks, operation of monitoring control, compliance with relevant policies & procedure
and recommend improvement in processes and procedure and the same is placed in the Audit
Committee.
The Audit committee regularly reviews audit plan, the adequacy &
effectiveness of internal audit systems, and monitors implementation of internal audit
recommendations including those relating to strengthening of company's risk management
systems.
The financial statements of the Company have been prepared in
accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian
Accounting Standards) Rules, 2015 as amended from time to time notified under Section 133
of the Companies Act, 2013 (the 'Act') and other relevant provisions of the Act.
RISKMANAGEMENT
Pursuant to the provisions of Regulation 21 of the Listing Regulations,
the Company is not required to constitute a Risk Management Committee ('RMC'). However to
comply with the Corporate Government requirements for NBFC notified by the RBI the RMC was
formed and a Risk Management Policy has been formulated and being followed The Company has
laid down procedures to inform Board members about the risk assessment and minimization
procedures.
It has an appropriate Risk Management system in place for
identification and assessment of risks, measures to mitigate them,and mechanisms for their
proper and timely monitoring and reporting. Presently, in the opinion of the Board, there
is no such element ofriskwhich may threaten the existence of the Company.
CEO AND CFO CERTIFICATION
As required under Regulation 17(8) read with Schedule II Part B of the
Listing Regulations,a certificate from the Chief Financial Officer of the company
addressed to the Board of Directors, inter alia, confirming the correctness of the
financial statements, compliance with the accounting standards, maintenance of internal
control systems for financial reporting and accounting policies fortheyear ended 31st
March, 2024.
VIGIL MECHANISM
The Company promotes ethical behaviour in all its business activities
and has put in place a mechanism for reporting illegal or unethical behaviour. In terms
ofSection 177 of the Actand listing regulations, a Vigil Mechanism has been established by
the Board, which is supervised by the Audit Committee. Disclosures can be made by a
whistle blower through an e-mail or a letter to the Chairman of the Audit Committee. The
policy is available on the company's website at
https://www.williamsonfinancial.in/policy.html.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Remuneration Policy for Directors and Personnel in terms ofSection
178 of the Act is appended as Annexure- 4 and is also available on the company's website
at https://www.williamsonfinancial.in/policy.html which forms part of this Report. As a
matter of policy, apart from the Nomination and Remuneration Committee's role in the
recommendation regarding appointment of Directors and KMP,the Board also considers the
suitability of the candidate weighing againstthe necessity of the Company before
approaching the Members fortheir approval.
PARTICULARS OF EMPLOYEES
The prescribed particulars ofremuneration ofemployees pursuantto
Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial
Personnel) Amendment Rules, 2016, are set out as Annexure-5 forming part ofthis Report.
PREVENTION OF INSIDER TRADING
The Company has adopted Code of Conduct for Prevention of I nsider
Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.
All the Directors, employees and other designated persons, who could have access to
unpublished price sensitive information of the company are governed by this code. The
trading window regarding dealing with equity shares of the Company is duly closed during
declaration of financial results and occurrence ofany other material event.
AUDITORS & AUDIT REPORT
In terms ofSection 139 of the Companies Act, 2013, V.
Singhi&Associates, Chartered Accountants (Firm Registration No. 311017E) was appointed
as the Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive
years from the conclusion of 49th Annual General Meeting held on 26th September 2022 till
the conclusion of the 54th Annual General Meeting to be held in the year 2027.
V. Singhi &Associates have conducted auditforthe Financial Year
ended 31st March 2024 and furnished their report. In their Report dated 27th May 2024, V.
Singhi &Associates have given Qualified opinion in relation to the Financial
Statements of the Companyfor the Financial Year ended 31st March 2024 forthe Financial
Year 2023-24.
The Board's response in relation to the said opinion is as under:-
| Qualified Opinion |
Management Reply |
| (a) Non-recognition of Interest Expense We draw attention to
Note No 42 of the Financial Statement relating to non-recognition of Interest Expense on
secured borrowings from InCred Financial Services Limited (formerly KKR India Financial
Services Private Limited) from August, 2019 to March, 2024 and unsecured inter-corporate
borrowings. As the matter is under dispute / negotiation, the Company has neither
recognized nor ascertained any finance cost on such secured borrowings for the quarter and
year ended 31st March, 2024. |
The Company has disputes with lenders, and therefore interest
neither being provided nor paid for in the accounts on such borrowings for the quarter and
year ended 31st March, 2024. |
| Further, interest expense on inter-corporate borrowings
amounting to Rs. 3,61,831 thousand for Inter-corporate borrowings for the year ended 31st
March, 2024 has not been recognized by the Company. |
Further the Company is negotiating with the Lenders.
Therefore, the Board of Directors has decided not to recognise interest expense on such
borrowings for the period in the Audited Financial Results as the same is unascertainable
at present. |
| As a result, finance costs and liability on account of
Interest and Total Comprehensive Loss for the Year ended 31st March, 2024 are understated
to that extent. |
Further the company has already entered into settlement
process with Aditya Birla Finance Limited. |
| (b) Non-recognition of Provision on Loans and Advances |
The management believes that the outstanding dues, net of
provision for amounts considered doubtful shall be either recovered or adjusted or
restructured considering the outcome of a group level resolution plan/restructuring plan
which is under process. Therefore, no further provision or adjustment is contemplated at
this stage. |
| The Company has given unsecured loans in earlier years out of
which Rs. 17,18,386 (Rs. in thousand) and interest thereon of Rs. 3,26,925 thousand
remained outstanding as on 31st March 2024 against which provision amounting to Rs.
5,45,542 (Rs. in thousand) has been provided in the books. These loans in our opinion are
doubtful of recovery and the provision against the balance amount of loans is not made in
accordance with Reserve Bank of India Prudential Norms. In the absence of adequate
provision there against, the loss for the year ended 31st March, 2024 is understated to
that extent. Impact in this respect has not been ascertained by the management and
recognized in the Financial Statements. |
Certain Balances relating to Loans, Advances and Borrowings
are subject to reconciliation and confirmation of the parties, impact whereof is not
ascertainable at present. Discrepancies, ifany, are not quantifiable at this stage. |
| (c) Balances of receivables, unsecured and secured loan
creditors and their balance confirmations We draw attention to Note No. 27 of the
Financial Statement with respect to certain balances relating to Trade Receivables, Other
Receivables, Other Payables, Loans, Advances and Borrowings which are subject to
reconciliation and confirmation from the parties, and in absence whereof its impact
thereof is currently unascertainable and therefore not commented upon. |
Further in respect of loan given to Mcnally Bharat
Engineering Limited (MBECL) which is under Corporate Insolvency Resolution Process
(CIRP).The company had filed claim of Rs. 1,66,950 thousands before the Interim Resolution
Professional (IRP) in the CIRP of MBECL. The IRP hasadmitted the claim to the extent of
the principal amounting to Rs. 50,00,000 only. However the final order has not been passed
by NCLT. |
| (d) Material uncertainty related to Going Concern The Company
has defaulted in repayment of borrowings to its financial institutional lenders and
others. In view of the Management, the Company would be able to improve its net working
capital position to discharge its current and non-current financial obligations. However,
in view of the uncertainties involved, these events and conditions indicate a material
uncertainty which may cast a significant doubt on the Company's ability to continue as a
going concern. Accordingly, the use of going concern assumption of accounting in
preparation of this Statement is not adequately and appropriately supported as per the
requirements of Indian Accounting Standard 1 "Presentation ofFinancial
Statements". |
During the year, the Company's financial performance has been
adversely affected due to external factors beyond the control of the Company. A negative
net worth eventually occurred due to the classification of certain loans and advances as
Non-Performing Assets. The Management is confident that with the Lenders' and promoters'
support and the effective measures already taken in this respect, the Company will be able
to generate sufficient cash inflows through profitable operations and improve its net
working capital position to discharge its current and non-current financial obligations. |
|
The Company is working with the lenders for engaging on
settlement process of outstanding loans. Accordingly and this being a temporary situation
for the time being the going concern status of the Company is maintained. |
INTERNALAUDITOR
Mr. Sunil Kumar Dutta (Membership No. 053131), Chartered
Accountantwasappointed as the Internal Auditor of the company for FY 2023-24. He conducts
internal audit periodically and submits his report to the Audit Committee. These Reports
have been reviewed by the Audit Committee from time to time. Mr. Dutta informed of his
inability to continue due to some personal engagement. For Financial Year 2024-25 onward,
R Dugar & Associates, Chartered Accountants (Firm Registration No. 324912E), Kolkata
have been appointed as the Internal Auditors of the Company.
SECRETARIAL AUDIT REPORT
The Board was appointed Vidhya Baid &Co., Practicing Company
Secretary as Secretarial Auditor to conduct Secretarial Audit of the Company in terms of
Section 204(1) of the Companies Act, 2013 for the Financial Year 2023-24 and the report in
prescribed Form MR-3 is appended hereto as Annexure-6forming part ofthis Report.The
Secretarial Audit report does not contain any qualifications or reservations or adverse
remarks made by the Secretarial Auditor in their Report.
ANNUAL SECRETARIAL COMPLIANCE REPORT
Pursuant to Regulation 24A of the SEBI Listing Regulations, the Annual
Secretarial Compliance Report issued by a Practising Company Secretary (PCS) has been
submitted to the Stock Exchange within the stipulated time and uploaded on the website of
the Company at https://www.williamsonfinancial.in/regulatory.html.
COST RECORDS AND COST AUDIT
Maintenance of Cost Records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for
the business activities carried out by the Company.
FRAUD REPORTING BY AUDITORS
No fraud has been reported by the Auditors in terms ofSection 143 of
the Companies Act, 2013during the financial year under review.
OPENING OF SUSPENSE ESCROW DEMAT ACCOUNT
In accordance with SEBI circular, a separate Suspense Escrow Demat
Account has been opened with a Depository Participant for crediting unclaimed shares in
dematerialised form lying in the Company's Demat Suspense Account.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
During the year under review, no case was reported in terms of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016
During the year under review, there was no application filed by or
against the Company for corporate insolvency process under Insolvencyand BankruptcyCode,
2016 before the NCLT.
However, after the closure of Financial year Vishnu Webtech Pvt. Ltd.
have filed application before National Company LawTribunal (NCLT), Guwahati for initiating
Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy
Code,2016which is being contested bytheCompany.
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
The Company has a Directors and Officers Liability Insurance Policy
which protects Directors and Officers of the companyforany breach offiduciary duty.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The SEBI Listing Regulations mandates the top 1000 listed companies by
market capitalization must include a Business Responsibility & Sustainability Report
(BRSR) in theirAnnual Report. This requirementaims to enhance transparency and
accountability regarding the environmental, social and governance (ESG) practices of these
companies. However, your Company is not ranked amongst the top 1000 listed entities for
the fiscal year 2023-24. Consequently, we are not required to include the BRSR in the
Annual Report for this period.
GREEN INITIATIVES
As part of our green initiative, the electronic copies of this Annual
Report including the Notice of the 51st AGM are sent to all members whose email addresses
are registered with the Company /Registrar/Depository Participant(s).
As per SEBI Circular SEBI/HO/CFD/PoD-2/P/CIR/2024/4 dated January
5,2023 the requirement of sending physical copies of annual report to those shareholders
who have not registered their email addresses has been dispensed with for Listed Entities
who would be conducting their AGMs till September 30, 2024. In this respect the physical
copies are not being sent to the shareholders. The copy of the same would be available on
the website: https://www.williamsonfinancial.in/financials.html.
The Company is providing e-voting facility to all its Members to enable
them to cast theirvotes electronically on all resolutions set forth in the Notice. This is
pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies
(Managementand Administration) Rules, 2014.The instructions for e-voting are provided in
the Notice.
INVESTOR RELAT IONS
Your Company always endeavours to keep the time of response to
shareholders request / grievance at the minimum. Priority is accorded to address all the
issues raised by the shareholders and provide them a satisfactory reply at the earliest
possible time.The Shareholders' Grievance Committee of the Board meets periodically and
reviews the status of the Shareholders' Grievances.
APPRECIATION
Your Directors express their sincere appreciation for the continued
co-operation and support extended to the Company by the Central Government, the Government
of Assam, Government Agencies, Regulatory Authorities, Stock Exchanges, Company's Bankers,
Business Associates, Shareholders and the Community at large.
|
For and on behalf of the Board |
|
Aditya Khaitan |
Gaurang S. Ajmera |
|
Director |
Director |
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DIN:00023788 |
DIN:00798218 |
| Place: Kolkata |
|
|
| Date: 13th August, 2024 |
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