For the Financial Year ended 31st March 2018
Your Directors have pleasure in presenting the Annual Report with the audited FinancialStatement of your Company for the Financial Year ended 31st March 2018.
The key figures in the results of the Financial Year ended 31st March 2018 being asunder :
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
| ||Financial Year ||Financial Year |
| ||2017 - 18 ||2016- 17 |
|Revenue from Operations ||3527.75 ||2996.61 |
|Add : Other Income ||27.93 ||40.95 |
|Add : Provision for Diminution in the value of Long Term Investments - Written back ||124.08 ||- |
|Add : Provision for Standard Assets || || |
|- Written back ||- ||6.81 |
|Less : Expenses ||6616.93 ||4104.66 |
|Less : Depreciation ||0.87 ||1.07 |
|Less : Provision for Diminution in the value of Long Term Investments ||- ||386.97 |
|Less : Provision for Standard Assets ||20.03 ||- |
|Profit/(Loss) for the Year before tax ||(2958.07) ||(1461.95) |
|Tax Expenses ||- ||- |
|Profit/(Loss) After Tax ||(2958.07) ||(1461.95) |
In view of the loss of the Company no dividend is recommended for the Financial Year2017-18 and no amount has been transferred to the Reserves.
STATE OF AFFAIRS
During the Financial Year 2017-18 (the year') the Company's gross revenue was Rs.36.80 Crores - an overall increase of more than 21% from that of the previous FinancialYear 2016-17. The previous Financial Year 's revenue was Rs. 30.38 Crores.
There was an escalation in the financecost during the year as the Short Term and LongTerm borrowings rose to meet the requirements of the increase in operations during thisperiod. The increased finance cost adversely affected the Company's performance .
Provision for Diminution in the value of Long Term Investments to the tune of Rs. 3.87Crores had been created in the previous Financial Year 2016-17. At the year end Rs.124.08 crores of such provision was written back as the total market value of the LongTerm Investments moved upword. This in turn improved the financial position of theCompany.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. R. S. Jhawar will retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. The Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018requires inter alia passing of a Special Resolution by a Company for appointment/continuation of appointment of a person who has attained the age of 75 years as aDirector of the Company (the new Regulation'). In view of this Mr. Jhawar'sre-appointment as Director is being proposed to be passed by way of passing a SpecialResolution at the forthcoming Annual General Meeting of the Company. The requiredparticulars in respect of his re-appointment as Director being given in the Noticeconvening the Annual General Meeting.
To conform to the new Regulation the continuation of Mr. T. R. Swaminathan Mr. JatinHazarika and Mr. Gobind Saraf as Directors of the Company being proposed by way of passingSpecial Resolutions at the forthcoming Annual General Meeting of the Company.
The Company is having two Key Managerial Personnel namely Mr. Shyam Ratan MundhraManager & CFO and Mr. Prabir Bandyopadhyay Company Secretary. Mr. Mundhra has beenre-appointed by the Board as the Manager of the Company with effect from 1st April 2018for the period of two years after the expiration of his last term on 31st March 2018subject to the approval of the Members of the Company at their forthcoming Annual GeneralMeeting.
STATEMENT BY INDEPENDENT DIRECTORS
Declarations regarding meeting the criteria of independence given under Section 149(6)of the Companies Act 2013 (the Act') have been received from Independent Directorsin terms of Section 149(7) of the Act.
EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return (Form MGT-9) in terms of Section 92(3) of the Act readwith Rule12(1) of the Companies (Management and Administration) Rules 2014 is attached tothis Report as Annexure 1.
NUMBER OF BOARD MEETINGS DURING THE YEAR
During the Financial Year under consideration four meetings of the Board of Directorswere held i.e. on 26.05.1714.08.17 13.11.17 and 01.02.18.
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 hadbeen followed and there was no material departure there from.
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year and ofthe profit and loss of the Company for that period.
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 bythe Company are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that the same were adequate and operating effectively.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Remuneration Policy for Directors and Personnel in terms of Section 178 of the Actis given as an attachment vide Annexure 2 (and is also available on the Company's Websitewww.williamsonfinancial. in) which forms part of this Report. As a matter of policy apartfrom the Audit Committee's role in the recommendation regarding appointment of Directorsthe Board also considers the suitability of the candidate weighing against the necessityof the Company before approaching the Members for their approval.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company being an NBFC Section 186 of the Act does not apply to such transactionsof the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of the related party transaction entered into during the Financial Yearunder review to be given in Form AOC-2 being not applicable as there has been no suchtransaction during the year.
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
RISK MANAGEMENT POLICY
As stated in the last Year's Report the Risk Management Policy for the Company'sbusiness (the Policy') was approved by the Board. Presently in the opinion of theBoard there is no such element of risk which may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
As disclosed in the past Reports the Board and the Corporate Social ResponsibilityCommittee (CSR Committee') of the Company approved a Policy to collaborate withMcLeod Russel India Limited as permitted by Rule 4(3) of Companies (Corporate SocialResponsibility Policy) Rules 2014 in respect of CSR Activities / Projects covered bySchedule -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 by the Companyindependently- whenever the Company will be in a position to execute / perform the same atits own or through any trust / society / company.
No amount could be spent on CSR during the Financial Year 2017-18 (the year') asthe Company's average Net Profits of the three Financial Years preceding the year isnegative.
Corporate Social Responsibility Committee of the Company consists of Mr. T. R.Swaminathan (Chairman) Mr. R. S. Jhawar and Mr. K. K. Baheti.
COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee of the Company has five Members namely Mr. T. R. Swaminathan(Chairman) Mr. R. S. Khawar Mr. C. K. Pasari Mr. J. Hazarika and Mr. G. Saraf (newMember since 13th November 2017). There has been no single instance of the Board notaccepting any recommendation of the Audit Committee during the year under review.
The Independent Directors evaluate the non-Independent Directors and vice versa againstthe set parameters as previously agreed by the Board Members on the basis of theirindividual performances in the Board and Committees.
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 anyRegulator or Court or Tribunal impacting the going concern status of the Company and theCompany's operations in future.
The Vigil Mechanism in terms of Section 177 of the Act has been established by Boardwhich is supervised by the Audit Committee.
Disclosures in respect of Managerial Remuneration in terms of Section 197(12) of theAct read with Rule 5(1) [saving Rule 5(1)(vii)] of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are attached to this Report asAnnexure-3.
PARTICULARS OF EMPLOYEES
Particulars of employees qualifying for such disclosure in terms of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given inAnnexure-4 hereto.
PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
During the Year under review no case has been filed in terms of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report in terms of Section 294(1) of the Act is given separately asAnnexure-5 forming part of this Report which should also be regarded as the compliancecertificate of corporate governance in terms of Schedule V to the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
DISCLOSURE UNDER LODR
Additional disclosures under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 including Corporate GovernanceReport are given separately which forms part of this Report as Annexure 6.
VOLUNTARY DELISTING OF THE COMPANY'S SHARES FROM CSE
The Company made application pursuant to the SEBI (Delisting of Equity Shares)Regulations 2009 for Voluntary Delisting of its Shares from The Calcutta Stock ExchangeLimited (the Exchange') and the Exchange approved the Company's application forVoluntary Delisting with effect from 23rd August 2017.
At the 44th Annual General Meeting of the Company held on 21st September 2017 Messrs.Salarpuria & Partners Chartered Accountants were appointed the Auditors of theCompany from the conclusion of that Meeting till the conclusion of the 49th Annual GeneralMeeting i.e. for the period of five consecutive years in accordance with Section 139 ofthe Act. No fraud has been reported by the
Auditors in terms of Section 143 of the Companies Act 2013 during the Financial Yearunder review.
| ||For and on behalf of the Board |
| ||A. Khaitan |
|Date : 28th May 2018 ||Chairman |