To
The Members,
The Board of Directors hereby presents the report of the business and operations of
your Company, along with the audited financial statements, for the financial year ended
March 31st, 2025. 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, 2024 to 31st March, 2025.
FINANCIAL RESULTS
The performance of the company for the financial year ended 31st March, 2025 is
summarised below:
(Rs. in Lakhs)
|
For the Financial Year |
Particulars |
2024 - 25 |
2023 - 24 |
| Revenue from Operations |
0.93 |
211.99 |
| Other Income |
92.46 |
401.57 |
Total Income |
93.39 |
613.56 |
| Total Expenses |
538.25 |
1085.25 |
Profit / (Loss ) before Tax |
(444.86) |
(471.69) |
| Tax Expenses |
(0.12) |
0.12 |
Profit/ (Loss) For The Year |
(444.74) |
(471.81) |
| Other Comprehensive Income (net of tax) |
(978.52) |
453.81 |
Total Comprehensive Income For The Year |
(1423.26) |
(17.99) |
Note: The above 3gures are extracted from the Standalone Financial Statements prepared
under IND AS (Indian Accounting Standards) for the Financial Year ended on 31st March,
2025 and 31st March, 2024.
REVIEW OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS
During the Financial Year under review the Company's Revenue from Operations has been
decreased from the previous year Rs. 211.99 lakhs to Rs. 0.93 lakhs due to less recovery
of Interest Income compared to the same of the previous year. However 3nance cost,
employee bene3ts expenses and other expenses have been decreased from the previous year
3gure which results in decrease of total expenditure of the company from the previous year
Rs. 1085.25 lakhs to Rs. 538.25 lakhs.
Further during the Financial Year 2024-25 the Company's liabilities from the Secured
and Unsecured Borrowings came down to Rs. 44078.61 lakhs from the previous year which had
been Rs. 46463.99 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. 0.49 lakhs as against previous year, which was Rs. 211.52 lakhs.
Your Company succeeded to pull down its net operating loss from the previous Financial
Year's amount of Rs. 471.81 Lakhs to Rs. 444.74 Lakhs during the Financial Year 2024-25.
As per the requirements of IndAS the Investments were fair valued and the Fair Value
Changes of Investments in Equity Shares produced a negative 3gure amount of Rs.(978.86)
Lakhs as against positive 3gure of the previous Year of Rs. 453.04 Lakhs. Other
Comprehensive Income/(Loss) for the Financial Year 2024-25 resulted in negative 3gure of
Rs. (978.52) as against positive 3gure of previous year amounting to Rs. 453.82 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 the year under
review.
TRANSFER TO RESERVES
In view of the loss during the year, no amount is being transferred to General Reserve
for the year ended 31st March 2025.
SHARE CAPITAL
During the year under review, the Company has not altered/modi3ed its authorised share
capital and has not issued any shares including equity shares with di3erential 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, 2025 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
2024-25.
RESERVE BANK OF 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 of India 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,
2025 of whom two are Independent Directors, one is Woman Director and one is Non-Executive
Director & Chairman.
Ms. Natalie Ann Mookerji, ceased to be Director of the Company w.e.f 30th May, 2025 due
to her increasing personal commitments. The Board places on record its immense
appreciation for her contribution during her tenure in the Company.
Mrs. Jacqueline Audrey Monnier has been appointed as a Non-Executive & Non-
Independent Director w.e.f 27th May, 2025. The appointment of Mrs. Monnier has been
regularized by way of Postal Ballot Notice dated 18th July, 2025. 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, o3ers himself for
reappointment at the ensuing AGM. Resolution seeking Shareholders' approval for his
re-appointment along with other required details forms part of the 52nd AGM Notice.
Pursuant to the provisions of Section 203 of the Act read with the rules made there
under, Mr. Shyam Ratan Mundhra, remains to be the Chief Financial O3cer& Manager. Ms.
Ekta Benia ceased to be the Company Secretary and Compliance o3cer with e3ect from 1st
March, 2025. Ms. Anushree Biswas Dutt (Membership No. A40821) appointed as the Compliance
O3cer with e3ect from 1st March, 2025. Further, the Board at its meeting held on 27th May,
2025 based on the recommendation of Nomination and Remuneration Committee, appointed Ms.
Biswas as the Company Secretary with e3ect from 27th May, 2025. During the year under
review, the non-executive directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and reimbursement of expenses, if
any.
None of the Directors are disqualified as per provision of Section 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 of
Section 149(7) of the Act con3rming 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
con3rmed 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 ful3l the conditions speci3ed
in the Act and the rules made there under for appointment as ID's including integrity,
expertise and experience. In terms of Section 150 of the Act, read with Rule 6 of the
Companies (Appointment and Quali3cation of Directors) Rules, 2014, as amended, the names
of all the ID's of the Company have been included in the data bank maintained by the
Indian Institute of Corporate A3airs.
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
www.williamsonfinancial .in.
ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION
During the year under review, the Company has not entered into any one-time settlement
with Banks or Financial Institutions. Hence, the details of di3erence between amount of
the valuation done at the time of one-time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof is not
applicable.
NUMBER OF MEETINGS OF THE BOARD DURING THE YEAR
During the FY 2024-25, the Board of Directors met four (4) 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 of Section 134(5) of the Act that –
(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 consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of a3airs of the Company at the end of the Financial Year and of
the Profit and loss of the Company for that period.
(c) The Directors had taken proper and su3cient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and 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 e3ectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that the same were adequate and operating e3ectively.
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 the Annual Report as per
the requirements of Regulation 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 certi3cate of compliance from Vidhya Baid
& Associates, Company Secretary in Practice con3rming 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 of
Section 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 2024-25 have
been disclosed in the Financial Statement which forms part of this Report.
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 of CSR 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.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF
THIS REPORT
There are no material changes and commitments a3ecting the financial position of the
Company that have occurred between the end of the Financial Year ended 31st March, 2025 to
which the Financial Statement relates and the date of signing of this 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 Party Transactions 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 Company and 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 Party Transactions
and on dealing with Related Party Transactions. Since there are no material Related Party
Transactions 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. 31 of the Financial Statement pursuant to Ind AS, forming part of the
Annual Report. There were no materially signi3cant related party transactions which could
have potential con3ict 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. Technology absorption: 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 of CSR 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 2025,
the Board has constituted following Committees to deal with matters and monitor activities
falling within the respective terms of reference:
? Audit Committee
? 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, 2025 the Audit Committee of the Company consists of Mr. Gaurang
Shashikant Ajmera, 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 the year under review. Mrs. Jacqueline Audrey Monnier appointed as
Non – Independent Director as Member with e3ect from 27th May, 2025 in place of Ms.
Natalie Ann Mookerji.
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,
e3ectiveness 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 of criteria such as the composition of committees, e3ectiveness of committee
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, 2025 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 3ow 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 o3er
their 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 of Sections 124 and 125 of the Act and Investor
Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), dividend of a Company which remain unpaid or unclaimed for a
period of seven years from the date of transfer to 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, 2025.
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 signi3cant and material order has been passed by any
Regulator or Court or Tribunal impacting the going concern status of the Company and the
Company's operations in future.
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. The said order is still in
operation.
The Hon'ble High Court of Bombay High Court in Commercial Suit No. 161 of 2020 in Tata
Capital Limited v. Williamson Financial Services Limited has passed a decree on September
18, 2020, inter alia, directing the Company to pay a sum of Rs. 33 Crores approx. An
appeal is in the process of being 3led against the 3nal decree.
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 e3ectiveness 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 & e3ectiveness 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 noti3ed under Section 133 of the Companies Act, 2013
(the ‘Act') and other relevant provisions of the Act.
RISK MANAGEMENT
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 noti3ed 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 identi3cation 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
of risk which may threaten the existence of the Company.
CEO / CFO CERTIFICATION
As required under Regulation 17(8) read with Schedule II Part B of the Listing
Regulations, a certi3cate from the Chief Financial O3cer of the company addressed to the
Board of Directors, inter alia, con3rming the correctness of the financial statements,
compliance with the accounting standards, maintenance of internal control systems for
financial reporting and accounting policies for the year ended 31st March, 2025.
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 of Section 177 of
the Act and 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 of Section 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
against the necessity of the Company before approaching the Members for their approval.
PARTICULARS OF EMPLOYEES
The prescribed particulars of remuneration of employees pursuant to 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 of this Report.
PREVENTION OF INSIDER TRADING
The Company has adopted Code of Conduct for Prevention of Insider 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 of any other material event.
AUDITORS & AUDIT REPORT
In terms of Section 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 o3ce for a term of 5 (3ve) 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 audit for the Financial Year ended 31st March
2025 and furnished their report. In their Report dated 27th May 2025, V. Singhi &
Associates have given Qualified opinion in relation to the Financial Statements of the
Company for the Financial Year ended 31st March 2025 for the Financial Year 2024-25.
The Board's response in relation to the said opinion is as under:-
| Qualified Opinion |
Management Reply |
a) Non-recognition of Interest Expense |
The Company is under dispute/negotiations 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, 2025. |
| We draw attention to Note No. 41 of the Financial Statements 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, 2025 and unsecured inter-corporate borrowings. As the matter is under dispute /
negotiation, the Company has neither recognized nor ascertained any 3nance cost on such
secured borrowings for the year ended 31st March, 2025. Further, interest expense on
inter-corporate borrowings amounting to Rs. 3,73,686 thousand for the year ended 31st
March, 2025 has not been recognized by the Company. |
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, 3nance costs and liability on account of Interest and Total
Comprehensive Loss for the Year ended 31st March, 2025 are understated to that extent. |
|
This constitutes a departure from the requirements of Indian
Accounting Standard 109 "Financial Instruments" and accrual basis of accounting. |
|
b) Non- Recognition of Provision on Loans and Advances |
The management is of the view 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 loans
of Rs. 14,77,020 (Rs. in thousand) and interest thereon of Rs. 3,22,563 thousand remained
outstanding as on 31st March 2025 against which provision of Rs. 5,36,296 (Rs. in
thousand) has been made in the books. These loans in our opinion are doubtful of recovery
and the provision against the balance 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, 2025 is understated to that extent. Impact in this respect has
not been ascertained by the management and recognized in the Financial Statements. |
|
c) Balances of receivables, unsecured and secured loan creditors
and their balance con3rmations |
Certain Balances relating to Loans, Advances and Borrowings are subject
to reconciliation and con3rmation of the parties, impact whereof is not ascertainable to
present. Discrepancies, if any, are not quanti3able at this stage. |
| We draw attention to Note No. 26 of the Financial Statements with respect
to certain balances relating to Trade Receivables, Other Receivables, Other Payables,
Loans, Advances and Borrowings which are subject to |
Further in respect of loan to McNally Bharat Engineering Company Limited
(MBECL) which is under Corporate |
Qualified Opinion |
Management Reply |
| reconciliation and con3rmation from the parties, and in absence whereof
its impact is currently unascertainable and therefore not commented upon. |
Insolvency Resolution Process (CIRP). The company had 3led claim of Rs.
1,66,950 thousands before the Interim Resolution Professional (IRP) in the CIRP of MBECL.
The IRP has admitted the claim to the extent of the principal amounting to Rs.50,00,000
only. However, the 3nal order is still awaited. As we see, the Company's financial
performance has been adversely a3ected due to external factors beyond the control of the
Company. A negative net worth eventually occurred due to the classi3cation of certain
loans & advances as Non-Performing Assets. The Management is con3dent that with the
Lenders' and promoters' support and the e3ective measures already taken in this respect,
the Company will be able to generate su3cient cash 3ows through Profitable operations and
improve its net working capital position to discharge its current and non-current
financial obligations. |
(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 signi3cant doubt on the
Company's ability to continue as a going concern. Accordingly, the use of going concern
assumption of accounting in preparation of these financial Statements are not adequately
and appropriately supported as per the requirements of Indian Accounting Standard 1
"Presentation of Financial Statements". |
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. |
INTERNAL AUDITOR
Mr. R Dugar & Associates (Firm Registration No. 324912E), Chartered Accountant was
appointed as the Internal Auditor of the company for FY 2024-25. 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. For Financial Year 2025-26, R Dugar
& Associates, Chartered Accountants, Kolkata have been re-appointed as the Internal
Auditors of the Company.
SECRETARIAL AUDIT REPORT
The Board has 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 2024-25 and the report in prescribed
Form MR-3 is appended hereto as Annexure-6 forming part of this 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 www.williamsonfinancial
.in.
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 of Section 143 of the Companies
Act, 2013 during 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
The Company is committed to provide a work environment which ensures that every woman
employee is treated with dignity, respect and equality. There is zero-tolerance towards
sexual harassment and any act of sexual harassment invites serious disciplinary action.
The Company has adopted a policy in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
thereunder.
The Company hereby declares that no complaint has been brought to the notice of the
Management during the financial year ended on 31st March, 2025.
Statement of Complaints under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
| (a) the number of complaints of sexual harassment received in the year : |
Nil |
| (b) the number of complaints disposed o3 during the year : |
N.A. |
| (c) the number of cases pending for more than 90 days : |
Nil |
A STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT 1961 [DISCLOSURE MADE IN ACCORDANCE WITH THE COMPANIES (ACCOUNTS) SECOND
AMENDMENT RULES, 2025, NOTIFIED BY MCA ON MAY 30, 2025] The Board a3rms that the
Company remains fully committed to upholding its Maternity Policy in strict compliance
with applicable laws, including the Maternity Bene3t Act, 1961, and in alignment with
internal human resource protocols. The policy is designed to support the health,
well-being, and work-life balance of women employees during and after pregnancy.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
During the year under review, there was no application 3led by or against the Company
for the corporate insolvency process under Insolvency and Bankruptcy Code, 2016 before the
NCLT. However, after the closure of Financial year Vishnu Webtech Pvt. Ltd. have 3led
application before National Company Law Tribunal (NCLT), Guwahati for initiating Corporate
Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code, 2016 which is
being dismissed by the National Company Law Tribunal, Guwahati.
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
The Company has a Directors and O3cers Liability Insurance Policy which protects
Directors and O3cers of the company for any breach of 3duciary 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 their Annual Report. This requirement aims 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 3scal
year 2024-25. 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 52nd 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 and recently, MCA, vide General
Circular No. 09/2024 dated September 19, 2024, has extended the relaxation from sending
physical copies of financial statements (including Board's report, Auditor's report or
other documents required to be attached therewith) to the shareholders, for the AGMs
conducted till September 30, 2025. 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,
2025. In this respect the physical copies are not being sent to the shareholders. The copy
of the same would be available on the website: www.williamsonfinancial .in.
The Company is providing e-voting facility to all its Members to enable them to cast
their votes 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 (Management and
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.
