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Williamson Financial Services Ltd.

BSE: 519214 Sector: Financials
NSE: N.A. ISIN Code: INE188E01017
BSE 00:00 | 03 Aug 5.46 0.26
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NSE 05:30 | 01 Jan Williamson Financial Services Ltd
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VOLUME 1207
52-Week high 5.64
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Buy Price 0.00
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Sell Price 0.00
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OPEN 5.20
CLOSE 5.20
VOLUME 1207
52-Week high 5.64
52-Week low 2.73
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Williamson Financial Services Ltd. (WILLIAMSONFIN) - Auditors Report

Company auditors report

To The Members of Williamson Financial Services Limited Report on theAudit of the Financial Statements

Qualified Opinion

We have audited the financial statements of Williamson FinancialServices Limited (‘the Company') which comprise the Balance Sheet as at 31stMarch 2020 and the Statement of Profit and Loss (including Other Comprehensive Income)Statement of Changes in Equity and the statement of Cash Flows for the year then endedand Notes to the Financial Statements including a Summary of Significant AccountingPolicies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us except for the effects of the matter described in the Basis forQualified Opinion section of our report the aforesaid financial statements give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at 31st March 2020 and the loss and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Qualified Opinion

The Company has defaulted in repayment of the obligations to itslenders and is outstanding as on March 312020 and Net Worth of the Company fully erodedRefer Note. 29 which indicate material uncertainty exists that may cast a significantdoubt on the Company's ability to continue as a Going Concern. As per the Managementthe Company is in the process of business plan for the improvement and accordingly thefinancial statements of the Company have been prepared on a "Going Concern"basis.

No interest has been provided Rs. 357955.00 (Thousand as calculated byManagement) for interest expenses. Refer Note No. 36 (a) & (b) on the Term Loans andOther Loans for the financial year 31st March 2020. Further Interest income of Rs.44536.55 (Thousand as calculated by Management) for the financial year 31st March 2020has not provided on loans given Refer Note No. 37. As a result the Net Loss and Net Worthimpacted by the above same amount for the year.

Loans and Advances and Borrowings are subject to confirmation andreconciliation. Refer Note No. 36 (d).

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act. 2013 and we have fulfilledour other ethical responsibilities in accordance with these requirements and ICAI Code ofEthics. We belive that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our qualified opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion there on and we do not provide a separate opinion onthese matters. We have determined the matters described below to be the Key Audit Mattersto be communicated:

Key Audit Matters

a) First Time Adoption of IND AS

in accordance with the road map for implementation of IND AS forNon-Banking Financial Companies as announced by the Ministry of Corporate Affairs thecompany has adopted IND AS from 1st April 2019 with and effective date of 1st April 2019with and effective date of 1st April 2018 for such transition. For periods upto andincluding the year 31st March 2019 the company had prepared and presented its financialstatements in accordance with the erstwhile Generally Accepted Accounting Policies (IndianGAAP). In order to give effect of the transition to the IND AS these IND AS financialstatements for the year ended March 312020 together with the comparative financialinformation for the pervious year ended March 312019 and the transition date balancesheet as at April 12018 have been prepared under IND AS. The transition has involvedsignificant changes in the Company's policies and processes for financial reportingincluding generation of supportable information and applying estimates to inter-aliadetermine the impact of IND AS on accounting and disclosure requirements prescribed by theReserve Bank of India (RBI) directions.

In view of the complexity involved IND AS transition and thepreparation of IND AS financial statements subsequent to the transition date.

How our audit addressed the same?

• Read the IND AS impact assessment performed by the Managementand the resultant by the Management and the resultant changes made to the accountingpolicies considering the requirements of the new framework.

• We understood the exemption availed by the management inapplying the first time adoption principles of IND AS 101.

• We understood the IND AS financial statements closure process(including disclosure in notes to accounts) and the additional controls established by thecompany for transition to IND AS. We have tested the design and operating effectiveness ofkey controls for processes identified by the company for impact assessment. We understandthe changes made to the accounting policies in light of the requirements of the newframework.

• We performed test of details on the accounting adjustmentsposted as at the transition date and in respect of the previous year to convert thefinancial information reported under erstwhile Indian GAAP to IND AS.

• We assessed the disclosures included in the IND AS financialstatements in accordance with the

requirements of IND AS 101 with respect to the previous yearspresented.

b) Fair Value of investments in Financial Instruments

As detailed in Note No 6 the company has investments in UnquotedDebentures Unquoted Convertible Preference Shares Quoted Equity Shares Unquoted EquityShares and other financial instruments. Such investment are categorized under the‘fair value through profit and loss' and ‘other comprehensive income'category as per IND AS 109 - Financial Instruments. The valuation method considered inmeasuring such investments are based on inputs that are not observable by third partiesand for which valuation is provided by the management. The valuation of such investmentsis important to our audit considering the value and use of managements estimates.

We have carried out the following procedure in respect of Investments :

* held discussions with management and obtained understanding ofvaluation process including management determination and approval of assumptions and data.

* evaluated the design and tested operating effectiveness of controlsrelated to the data considered in the valuation related calculations and review of reportprovided by management.

We evaluated fair valuation of such investments taking into account therequirements of IND AS 109 - Financial Instruments.

Information Other than the Financial Statements and Auditor'sReport Thereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Boards Reportincluding Annexures to Boards Report and Shareholders Information but does not includethe financial statements and our auditors report thereon. The Board Report includingAnnexures to Boards Report is expected to be made available to us after the date of thisauditors report.

Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements ourresponsibility is to read the other information identified above when it becomes availableand in doing so consider whether the other information is materially inconsistent withthe financial statements or our knowledge obtained during the course of our audit orotherwise appears to be materially misstated.

Management's and Those Charged With Governance responsibility forthe Financial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these financialstatements that give a true and fair view of the financial position financial performanceincluding other comprehensive income cash flows and changes in equity of the Company inaccordance with the Ind AS and other accounting principles generally accepted in India.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design

implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's responsibilities for the Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial control relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Companies Act 2013 we are also responsiblefor expressing our opinion on whether the Company has adequate internal financial controlssystem in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our auditor's report. Howeverfuture events or conditions

may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationship and other matters that may reasonably be thought tobear on our independence and where applicable related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central

Government of India in term of sub-section (11) of Section 143 of theCompanies Act 2013 we

give in the Annexure A statement on the matters specified in paragraphs3 and 4 of the Order.

2. As required by Section 143(3) of the Act based on our audit wereport that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

b) In our opinion proper books of accounts as required by law havebeen kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income the Statement of Cash Flows and the Statement of Changes in Equitydealt with by this Report are in agreement with the relevant books of account;

d) In our opinion the aforesaid financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on 31st March 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2020 from being appointed as a director interms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure B". Our report expresses and unmodifiedopinion on the adequacy and operating effectiveness on the Company's internalfinancial control over financial reporting subject to certain improvement.

g) With respect to the other matters to be included in theAuditor's Report in accoudance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and accordingto the explanations given to us:

i) The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements - Refer Note 33 to the Ind AS financialstatements.

ii) The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses;

iii) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

For SALARPURIA & PARTNERS
Chartered Accountants
Firm ICAI Reg. No. 302113E
Nihar Ranjan Nayak
Chartered Accountant
Membership No. : 57076
Partner
UDIN : 20057076AAAAAY3411
Date : 28th July 2020
Place : Kolkata

Annexure A to Independent Auditors' Report on the Audit of theFinancial Statements

The Annexure referred to in independent Auditors Report to the membersof the Company on the financial statements for the year ended 31st March 2020 we reportthat :

i. a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

b) As explained to us fixed assets have been physically verified bythe management at reasonable intervals. According to the information and explanation givento us no discrepancies were noticed on such verification.

c) The Company does not have any immoveable properties so Paragraph3(i)(c) of the said order is not applicable.

ii) The Company's nature of operations does not require it to holdany item of Inventories. Accordingly Clause 3(ii) of the Order is not applicable.

iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to Companies Firms LLP or Otherparties covered under section 189 of the Companies Act 2013.

iv) According to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act. with respectto the Loans Investments made and Guarantees given.

v) According to the information and explanations given to us there isno such deposits taken by the company for which directives issued by the Reserve Bank ofIndia and the provisions of section 73 to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framed there under are required to be complied with.

vi) According to the information and explanations given to us theCentral Government has not prescribed the maintenance of cost records under Sub-section 1of Section 148 of the Act for any of the services rendered by the Company. Accordinglyclause 3(vi) of the Order is not applicable to the Company.

vii) a) According to the records of the Company and as per theinformation and explanation given

to us it has been regular in depositing undisputed statutory dues likeProvident Fund Income Tax Goods and Service Tax Cess and any other statutory dues withthe appropriate authorities. Save and except irregularities noticed in payment of TaxDeducted at Source Rs. 49596 (thousand) remains outstanding for more than 6 months as at31st March 2020 in the same time interest on loans also not paid.

b) According to the information and explanations given to us theCompany has not deposited the following dues on account of dispute with the appropriateauthority.

Name of the Statute Nature of Dues Amount (Rs.) Period to which the amount relates Forum where dispute is pending
Income Tax Act. 1961 Income Tax 69309.98 A.Y 2017 - 18 CIT (Appeal)

viii) The Company does not have any loans or borrowings from financialinstitutions banks and government or any debenture holders during the year. However theCompany has secured loans from other NBFC's and defaulted in repayment andobligation. Refer Note 36.

ix) According to the information and explanations given to us andbased on our examination of books and records of the company we report that the Companyhas not taken term loans during the year.

x) According to the information and explanations given to us no fraudby the Company or on the Company by its Officer or Employees has been noticed or reportedduring the course of our audit nor have we been informed of any such case by themanagement.

xi) According to the information and explanations given to us and basedon our examinations of the records of the Company Managerial Remuneration has beenpaid/provided by the Company in accordance with section 197 read with Schedule V to theCompanies Act 2013.

xii) In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Accordingly 3(xii) of the Order is notapplicable.

xiii) According to the information and explanations given to us andbased on our examinations of the records of the company transactions with related partiesare in compliance with section 177 and 188 of the Act were applicable and it is of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

xiv) According to the information and explanations given to us andbased on our examination of the records of the company the Company has not made anypreferential allotment or private placement of shares or fully or partly paid debenturesduring the year. Hence comment on Paragraph on 3(xiv) of Order is not applicable.

xv) According to the information and explanations given to us theCompany has not entered into any non-cash transactions with directors or persons connectedwith him. Accordingly Paragraph 3(xv) of the Order is not applicable.

xvi) The company has obtained Registration under section 45-IA ofReserve Bank of India Act 1934. However the Company fails to achieve the threshold limitof Net Owned Funds as per RBI Act as its Net Worth became negative.

For SALARPURIA & PARTNERS
Chartered Accountants
Firm ICAI Reg. No. 302113E
Nihar Ranjan Nayak
Chartered Accountant
Membership No. : 57076
Partner
UDIN : 20057076AAAAAY3411
Date : 28th July 2020
Place : Kolkata

Annexure B to Independent Auditors' Report on the Audit of theFinancial Statements

(Referred to in Para 2(g) of ‘Report on other Legal and RegulatoryRequirements' of our report of even date)

We have audited the Internal Financial Controls Over FinancialReporting of Williamson Financial Services Limited ("the Company") as of 31stMarch 2020 in conjunction with our audit of the Ind AS financial statements of the Companyfor the year ended on that date.

Management's responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control state in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India(‘ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting of the Company based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") issued by the ICAI andthe Standards on Auditing prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining and understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlover financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31st March 2020 basedon the criteria for internal financial control over financial reporting established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India subject to certain improvements in connectionwith periodic reconciliation and confirmation of borrowings and loads and advances.

For SALARPURIA & PARTNERS
Chartered Accountants
Firm ICAI Reg. No. 302113E
Nihar Ranjan Nayak
Chartered Accountant
Membership No. : 57076
Partner
UDIN : 20057076AAAAAY3411
Date : 28th July 2020
Place : Kolkata

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