Williamson Financial Services Ltd.
|BSE: 519214||Sector: Financials|
|NSE: N.A.||ISIN Code: INE188E01017|
|BSE 00:00 | 30 Jul||5.20||
|NSE 05:30 | 01 Jan||Williamson Financial Services Ltd|
Williamson Financial Services Ltd. (WILLIAMSONFIN) - Director Report
Company director report
For the Financial Year ended 31st March 2020
Your Directors have pleasure in presenting the Annual Report with theAudited Financial Statements of your Company for the Financial Year ended 31st March2020.
The key figures in the results of the Financial Year ended 31st March2020 being as under:
(Rs. in lakhs)
In view of the loss incurred by the Company no dividend is recommendedfor the Financial Year 2019-20 and no amount has been transferred to the Reserves.
STATE OF AFFAIRS
During the Financial Year under review the Company's revenue(inclusive of other income) decreased form the last year's Rs. 3977.21 Lakhs to Rs.681.30 Lakhs i.e. 82.87% due to interest income being irrecoverable for the year.However there has been a decrease in the expenses during the same period from Rs.8722.23 Lakhs to Rs. 3000.01 Lakhs i.e. 65.61%.
Due to implementation of Ind AS for the first time in 2019-2020 theinvestments are fair valued. Due to adverse market condition the market value of theinvestments was significantly low on 31st March 2020. As a result the Other ComprehensiveIncome for FY 2019-20 was Rs. -14037.15 lakhs. These Long Term Investments are notactually meant for market dealings but for strategic holdings within the group.
Provisions for Standard Assets and sub-Standard Assets have been madecomplying with the RBI Notifications.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of Section 152 of the Companies Act 2013 Mr. Aditya Khaitan(DIN: 00023788) will retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.The required particulars in respect of hisre-appointment as Director being given in the Notice convening the Annual General Meeting.
During the year under review Mr. Chandrakant Pasari resigned from theoffice of Director w.e.f. 10th April 2019 Miss Nandini Khaitan resigned from the officeof Director w.e.f. 6th May 2019 Mr. G. Saraf resigned from the office of Director w.e.f.26th June 2019 Mr.T. R. Swaminathan resigned from the office of Director w.e.f. 18thSeptember 2019 Mr.J Hazarika resigned from the office of Director w.e.f. 18th September2019 Mr.R. S. Jhawar resigned from the office of Director w.e.f. 4th October 2019 andMr. K. K. Baheti resigned from the office of Director w.e.f. 12th February 2020 and theBoard expresses its appreciation of their contributions as Directors during their tenureas such.
During the year under review Mr. Gaurang Shashikant Ajmera(DIN:00798218) Mrs. Arundhuti Dhar (DIN: 03197285) and Mr. Kumar Vineet Saraf (DIN:00206674) were appointed as Independent Directors of the Company w.e.f. 13th December2019
During the year under review the Key Managerial Personnel namely Mr.Shyam Ratan Mundhra Manager was re-appointed for a further period of two years wef. 1stApril 2020. Mr. Prabir Bandyopadhyay ceased to be Company Secretary of the Company w.e.f31st October 2019.The Board placed on record its sincere appreciation for the valuablecontribution made by Mr. Prabir Bandyopadhyay (FCS 6850) during his long tenure as CompanySecretary of the Company. Mr. Sk Javed Akhtar (ACS 24637) was appointed as ComplianceOfficer w.e.f. 11th June 2020 and subsequently was appointed as Company Secretary of theCompany w.e.f. 28th July 2020.
STATEMENT BY INDEPENDENT DIRECTORS
Declarations regarding meeting the criteria of independence given underSection 149(6) of the Companies Act 2013 (the Act') have been received fromIndependent Directors in 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 read with Rule12(1) of the Companies (Management and Administration) Rules2014 has been annexed to this Report as Annexure - 1 which forms an integral partof this Report.
NUMBER OF BOARD MEETINGS DURING THE YEAR
During the Financial Year under consideration Five Meetings of theBoard of Directors were held i.e. on 16.05.2019 29.05.2019 13.09.2019 13.12.2019 and12.02.2020
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review the Company has duly complied with theapplicable provisions of the 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).
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 applicableAccounting Standards had been followed and there was no material departure there from.
(b) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the profit and loss of the Company for that period.
(c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(d) The Directors had prepared the annual accounts on a going concernbasis.
(e) The existing internal financial controls laid down by the Directorsand followed by the Company are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that the same were adequate and operatingeffectively.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Remuneration Policy for Directors and Personnel in terms of Section178 of the Act is given as an attachment vide Annexure - 2 (and is also availableon the Company's Website www. williamsonfinancial.in) which forms part of thisReport. As a matter of policy apart from the Nomination and Remuneration Committee'srole in the recommendation regarding appointment of Directors the Board also considersthe suitability of the candidate weighing against the necessity of the Company beforeapproaching the Members for their approval.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company being a Non-Banking Financial Company (NBFC) the relevantprovisions of Section 186 of the Act do not apply to the Company.
The Company is a Non-Systemically Important Non Deposit Taking NBFC.The Company has not accepted any public deposits. Further the relevant provisions ofChapter V of the Act do not apply to the Company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEARAND THE DATE OF THIS REPORT
There are no material changes or commitments that have occurred betweenthe end of the financial year and the date of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of the related party transaction entered into duringthe Financial Year under review to be given in Form AOC-2 being not applicable as therehas been no such transaction during the year.
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 past Reports the Risk Management Policy for theCompany's business (the Policy') was approved by the Board. Presently inthe opinion of the Board there is no such element of risk which may threaten theexistence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
As disclosed in the past Reports the Board and the Corporate SocialResponsibility Committee(CSR Committee') of the Company approved a Policy tocollaborate 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 anyproject / 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. The Policy is available on theCompany's website www.williamsonfinancial.in
No amount could be spent on CSR during the Financial Year 2019 -20(the year') as the Company's average Net Profits of the three FinancialYears preceding the year is negative.
As on 31st March 2020 the Corporate Social Responsibility Committee ofthe Company consists Mr. Aditya Khaitan (Chairman) Mr. Gaurang Shashikant Ajmera and Mrs.Arundhuti Dhar.
COMPOSITION OF THE AUDIT COMMITTEE
As on 31st March 2020 the Audit Committee of the Company consists Mr.Gaurang Shashikant Ajmera (Chairman) Mrs. Arundhuti Dhar and Mr. Kumar Vineet Saraf.There has been no single instance of the Board not accepting any recommendation of theAudit Committee during the year under review.
The Independent Directors evaluate the non-Independent Directors andvice versa against the set parameters as previously agreed by the Board Members on thebasis of their individual performances in the Board and Committees.
SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OFTHE COMPANY
During the year under review no significant and material order hasbeen passed by any Regulator or Court or Tribunal impacting the going concern status ofthe Company and the Company's operations in future.
The Vigil Mechanism in terms of Section 177 of the Act has beenestablished by Board which is supervised by the Audit Committee.
Disclosures in respect of Managerial Remuneration in terms of Section197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are attached to this Report as Annexure - 3.
PARTICULARS OF EMPLOYEES
Particulars of employees qualifying for such disclosure in terms ofRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is given in Annexure - 4 hereto.
PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
During the Year under review no case has been filed in terms of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
AUDITORS & AUDIT REPORT:
At the 44th Annual General Meeting of the Company held on 21stSeptember 2017 Messrs.Salarpuria & Partners Chartered Accountants were appointed theAuditors of the Company from the conclusion of that Meeting till the conclusion of the49th Annual General Meeting i.e. for the period of five consecutive years in accordancewith Section 139 of the Act.
The Auditors' Report to the Shareholders for the year under reviewcontains the following qualifications:
(i) 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 no. 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.
The Shareholders may kindly note that the Management is in the processof business plan for improvement of the Company.
(ii) No interest has been provided Rs. 357955.00 Thousand (ascalculated by Management) for interest expenses. Refer Note No. 36 (a) & (b) on theTerm Loans and Other Loans for the financial year 31st March 2020. Further Interestincome of Rs. 44536.55 Thousand (as calculated by Management) for the financial year 31stMarch 2020 has not provided on loans given Refer Note No. 37. As a result the Net Lossand Net Worth impacted by the above same amount for the year.
The Shareholders may kindly note that the Company is not agreeable tothe processing fees & high interest already charged by the lenders. The Company willgo for restructuring so as to get relief from interest expenditure.
Most of the borrowers have been facing financial stress due to slowdown in economy. The problem further increased due to COVID 19 pandemic due to which theborrowers are not in a situation to pay interest for FY 2019-20 hence keeping conservatismapproach interest Income is not booked.
(iii) Loans and Advances and Borrowings are subject to confirmation andreconciliation. Refer Note No. 36(d).
The Shareholders may kindly note that the Estimation is not possible.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report in terms of Section 204(1) of the Act isgiven separately as Annexure - 5 forming part of this Report contains the followingqualification:
Due to cessation of woman director and majority of theIndependent Director during the year the Board could not comply with certain provisionsrelating to independent directors and their functions during the intervening period untilnew independent directors were appointed on the Board. Mr. Prabir Bandyopadhyay alsoresigned as Company Secretary w.e.f. 31st October 2019 and Mr. Sk Javed Aktar wasappointed as Compliance Officer w.e.f. 11th June 2020 and subsequently was appointed asCompany Secretary of the Company w.e.f. 28th July 2020.
The Shareholders may kindly note that Woman Director Ms NandaniKhaitan resigned on 6th May 2019 and the new Woman Independent Director Mrs. ArundhutiDhar was appointed on 13th December 2019. Further other Independent Directors viz.Mr.Gaurang Shashikant Ajmera and Mr. Kumar Vineet Saraf were also appointed on on 13thDecember 2019.
Mr. Prabir Bandyopadhyay Company Secretary resigned w.e.f. 31.10.2019.After obtaining suitable candidate Mr. Sk Javed Akhtar was appointed as ComplianceOfficer w.e.f. 11th June 2020 and subsequently was appointed as Company Secretary of theCompany w.e.f. 28th July 2020.
DISCLOSURE UNDER SEBI (LODR) REGULATIONS 2015
Additional disclosures under the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 including CorporateGovernance Report are given separately which forms part of this Report as Annexure - 6.
FRAUD REPORTING BY AUDITORS
No fraud has been reported by the Auditors in terms of Section 143 ofthe Companies Act 2013 during the financial year under review.
COST AUDIT RECORDS
In accordance with Section 148 sub section (1) of the Companies Act2013 the Company is not required to maintain the cost records as specified by CentralGovernment.
Your Directors express their sincere appreciation for the continuedco-operation and support extended to the Company by the Central Government the Governmentof Assam Government Agencies Regulatory Authorities Stock Exchange Company'sBankers Business Associates Shareholders and the Community at large.
For and on behalf of the Board of Directors