For the Financial Year ended 31st March 2019
Your Directors have pleasure in presenting the Annual Report with the Audited FinancialStatement of your Company for the Financial Year ended 31st March 2019.
The key figures in the results of the Financial Year ended 31st March 2019 being asunder :
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
| ||Financial Year ||Financial Year |
| ||2018 - 19 ||2017- 18 |
|Revenue from Operations ||3742.14 ||3527.75 |
|Add : Other Income ||136.46 ||27.93 |
|Add : Provision for Diminution in the value of ||- ||124.08 |
|Long Term Investments - Written back || || |
|Less : Expenses ||8540.32 ||6616.93 |
|Less : Depreciation ||1.04 ||0.87 |
|Less : Provision for Diminution in the value of || || |
|Long Term Investments ||14302.52 ||- |
|Less : Provision for Standard Assets ||26.39 ||20.03 |
|Less : Provision for Sub - Standard Assets ||153.58 ||- |
|Profit/(Loss) for theYear before tax ||(19145.25) ||(2958.07) |
|Tax Expenses ||(92.64) ||- |
|Profit/(Loss)After Tax ||(19237.89) ||(2958.07) |
In view of the loss incurred by the Company no dividend is recommended for theFinancial Year 2018-19 and no amount has been transferred to the Reserves.
STATE OF AFFAIRS
During the Financial Year under review the Company's revenue (inclusive of otherincome) increased form the last year's Rs. 3679.77 Lakhs to Rs. 3878.60 Lakhs i.e. 5.40%.However there has been an increase in the finance cost during the same period from Rs.6317.40 Lakhs to Rs. 8240.96 Lakhs i.e. 30.24 %.
Due to the adverse market conditions which were beyond the control of the CompanyProvision for Diminution in the Value of Long Term Investments of the Company has to beprovided for to the extent of Rs. 14302.52 Lakhs in accordance with the applicableAccounting Standard. This in turn amplified the figureof the loss booked by the Companyto that extent. These Long Term Investments are not actually meant for market dealings butfor strategic holdings within the group.
Provisions for Standard Assets and sub-Standard Assets have been made complying withthe RBI Notifications.
The Net Loss for the year being Rs. 191.45 Crores includes the figures of theProvisions of Rs. 144.82 Crores in the aggregate. This means the Net Loss works out to beRs. 46.63 Crores sans Provisions.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of Section 152 of the Companies Act 2013 Mr. Amritanshu Khaitan will retireby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The required particulars in respect of his re-appointment as Directorbeing given in the Notice convening the Annual General Meeting.
Since the last Report Mr. Chandrakant Pasari and Miss Nandini Khaitan both beingIndependent Directors have resigned and the Board expresses its appreciation of theircontributions as Independent Directors during their tenure as such.
All the Independent Directors of the Company who were appointed in terms of Section 149(the Section') of the Companies Act 2013 at the Annual General Meeting of theCompany held on 19th September 2014 vacated at the expiry of 5 years thereafter in termsof the Section. To comply with the provisions of the Section the Company is required toappoint Independent Directors subject to the recommendation of its Nomination andRemuneration Committee according to Section 178 of the Companies Act 2013. The Companyhas deployed its full endeavour to meet this requirement and will do so at the earliestwhenever suitably qualified persons will be available to hold such positions.
The Company has two Key Managerial Personnel namely Mr. Shyam Ratan Mundhra Managerand Mr. Prabir Bandyopadhyay Company Secretary of the Company.
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
The Annual Return of the Company (Form MGT-9) in terms of Section 92(3) of the Act readwith Rule12(1) of the Companies (Management and Administration) Rules 2014 has beenannexed to this Report as Annexure 1 which forms an integral part of this Report.
NUMBER OF BOARD MEETINGS DURING THE YEAR
During the Financial Year under consideration Four Meetings of the Board of Directorswere held i.e. on 28.05.18 10.08.18 13.11.18 and 13.02.19.
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 accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand 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'sWebsite www.williamsonfinancial. in) which forms part of this Report. As a matter ofpolicy apart from the Nomination and Remuneration Committee's role in the recommendationregarding appointment of Directors the Board also considers the suitability of thecandidate weighing against the necessity of the Company before approaching the Members fortheir approval.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company being an NBFC the relevant provisions of Section 186 of the Act do notapply to 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 sameat its own or through any trust / society / company. The Policy is available on theCompany's website www.williamsonfinancial.in
No amount could be spent on CSR during the Financial Year 2018 -19 (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 had five Members namely Mr.T. R. Swaminathan(Chairman) Mr. R. S. Khawar Mr. C. K. Pasari Mr. J. Hazarika and Mr. G. Sarafof whichduring the financial year under review Mr. C. K. Pasari resigned w.e.f. 10.04.2019. Therehas been no single instance of the
Board not accepting any recommendation of the Audit Committee during the year underreview.
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 as Annexure3.
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 as Annexure-5forming part of this Report which should also be regarded as the compliance certificate ofconditions of corporate governance.
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 Annexure6.
FRAUD REPORTING BY AUDITORS
No fraud has been reported by the Auditors in terms of Section 143 of the CompaniesAct 2013 during the financial year under review.
COST AUDIT RECORDS
In accordance with Section 148 sub section (1) of the Companies Act 2013 the Companyis not required to maintain the cost records as specified by Central Government.
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 theCompanies Act 2013 during the Financial Year under review.
| ||For and on behalf of the Board |
| ||A. Khaitan |
|Date : 29th May 2019 ||Chairman |