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Williamson Financial Services Ltd.

BSE: 519214 Sector: Financials
NSE: N.A. ISIN Code: INE188E01017
BSE 00:00 | 21 Nov 7.19 0
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NSE 05:30 | 01 Jan Williamson Financial Services Ltd
OPEN 6.85
PREVIOUS CLOSE 7.19
VOLUME 5877
52-Week high 7.35
52-Week low 3.42
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.85
CLOSE 7.19
VOLUME 5877
52-Week high 7.35
52-Week low 3.42
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Williamson Financial Services Ltd. (WILLIAMSONFIN) - Director Report

Company director report

For the Financial Year ended 31st March 2021

Your Directors have pleasure in presenting the Annual Report with the Audited FinancialStatements of your Company for the Financial Year ended 31st March 2021.

FINANCIAL RESULTS

The key figures in the results of the Financial Year ended 31st March 2021 being asunder:

(Rs. in lakhs)

PARTICULARS For the Financial Year
2020-2021 2019-2020
Total Revenue From Operations 289.62 12.48
Other Income 36.09 668.82
Total Income 325.71 681.30
Total Expenses 2288.90 3000.01
Proit Before Tax (1963.19) (2318.71)
Tax Expenses - -
Proit For The Year (1963.19) (2318.71)
Other Comprehensive Income (net of tax) 2287.34 (14037.15)
Total Comprehensive Income For The Year 324.15 (16355.86)

In view of the loss incurred by the Company no dividend is recommended for theFinancial Year 2020-21 and no amount has been transferred to the Reserves.

STATE OF AFFAIRS

During the Financial Year under review the Company's Revenue from Operations haveincreased from the last year's Rs. 12.48 Lakhs to Rs. 289.62 Lakhs i.e. 2220.69% due torecovery of interest income. However Total Revenue (inclusive of other income) decreasedform the last year's Rs. 681.30 Lakhs to Rs. 325.71 Lakhs i.e. 52.19% due to decrease inOther Income. Last year other income was mainly from Proit on Sale of investment property(Rs. 520.08 Lakhs) Interest on Fixed Deposits (Rs. 52.81 Lakhs) Interest on Income TaxRefund (Rs. 33.20 Lakhs) & Proit on Invocation on Mutual Fund (Rs. 47.07 Lakhs).

During the Financial Year under review the Company's total Expenditure decreased fromRs. 3000.01 Lakhs to Rs. 2288.90 Lakhs i.e. 23.07%.

As per the requirements of Ind AS the investments are fair valued through OtherComprehensive Income. Other Comprehensive Income for FY 2020-21 was Rs. 2287.34 Lakhs.

Provisions for Standard Assets and sub-Standard Assets have been made complying withthe RBI Notiications.

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 being eligible ofershimself for re-appointment.The required particulars in respect of his re-appointment asDirector being given in the Notice convening the

Annual General Meeting.

During the year under review Mr. Amritanshu Khaitan (DIN: 00213413) resigned from theoice of Director w.e.f. 19th December 2020 Mr. Kumar Vineet Saraf (DIN: 00206674)resigned from the oice of Director w.e.f. 11th February 2021 and the Board expresses itsappreciation of their contributions as Directors during their tenure as such.

During the year under review Mr. Mohan Dhanuka (DIN: 03610647) was appointed as anIndependent Director of the Company w.e.f. 11th February 2021

Mr. Sk Javed Akhtar (ACS 24637) was appointed as Compliance Oicer w.e.f. 11th June2020 and subsequently was appointed as Company Secretary of the Company w.e.f. 28th July2020.

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 149(7) of the Act.

ANNUAL RETURN

The Annual Return referred to in Section 92(3) of the Act is available on the websiteof the Company at www.williamsoninancial.in under the linkhttps://www.williamsoninancial.in/regulatory.html

NUMBER OF BOARD MEETINGS DURING THE YEAR

During the Financial Year under consideration Four Meetings of the Board of Directorswere held i.e. on 28.07.2020 13.09.2020 09.11.2020 and 11.02.2021.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company has duly complied with the applicableprovisions 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).

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 afairs of the Company at the end of the Financial Year and ofthe proit and loss of the Company for that period.

(c) The Directors had taken proper and suicient 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 inancial controls laid down by the Directors and followed bythe Company are adequate and were operating efectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that the same were adequate and operating efectively.

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-1 (and is also available on the Company's Websitewww.williamsoninancial. in) which forms part of this Report. As a matter of policy apartfrom the Nomination and Remuneration Committee's role in the recommendation regardingappointment of Directors the Board also considers the suitability of the candidateweighing against the necessity of the Company before approaching the Members for theirapproval.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The Company being a Non-Banking Financial Company (NBFC) the relevant provisions ofSection 186 of the Act do not apply to the Company.

PUBLIC DEPOSITS

The Company is a Systemically Important Non Deposit Taking NBFC. The Company has notaccepted any public deposits. Further the relevant provisions of Chapter V of the Act donot apply to the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OFTHIS REPORT

There are no material changes or commitments that have occurred between the end of theinancial year and the date of this Report.

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. Necessary disclosures required under the Ind AS 24 have beenmade in note no 37 of the notes to the

Financial Statements for the year ended March 31 2021.

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 past Reports the Risk Management Policy for the Company's business(‘the Policy') was approved by the Board. Presently in the opinion of the Boardthere 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. The Policy is available on the Company'swebsite www.williamsoninancial.in No amount could be spent on CSR during the FinancialYear 2020-21 (‘the year') as the Company's average Net Proits of the three FinancialYears preceding the year is negative.

As on 31st March 2021 the Corporate Social Responsibility Committee of the Companyconsists of Mr. Aditya Khaitan (Chairman) Mr. Gaurang Shashikant Ajmera and Mrs.Arundhuti Dhar.

COMPOSITION OF THE AUDIT COMMITTEE

As on 31st March 2021 the Audit Committee of the Company consists of Mr. GaurangShashikant Ajmera (Chairman) Mrs. Arundhuti Dhar and Mr. Mohan Dhanuka. There has been nosingle instance of the Board not accepting any recommendation of the Audit Committeeduring the year under review.

ANNUAL EVALUATION

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 the following signiicant and material orders have beenpassed: ? The Sole Arbitrator in the matter of Arbitration between Aditya Birla FinanceLimited vs McNally

Bharat Engineering Company Limited and others passed an Interim Award on 30 June 2020upon the Company to perform its obligations under the Put Option Agreement dated 24 March2018. Against the interim award the Company has iled an application for setting aside theaward which is presently pending before the Hon'ble Calcutta High Court. ? The Hon'bleHigh Court of Delhi at New Delhi vide its order in O.M.P.(I) (COMM.) 459/2019 in

KKR India Private Financial Services Limited & Anr. Vs. Williamson Magor & Co.Limited & Ors has inter-alia restrained the Company from selling transferringalienating disposing assigning dealing or encumbering or creating third party rights ontheir assets. The said matter is presently pending before Hon'ble High Court of Delhi.

VIGIL MECHANISM

The Vigil Mechanism in terms of Section 177 of the Act has been established by Boardwhich is supervised by the Audit Committee.

MANAGERIAL REMUNERATION

Disclosures in respect of Managerial Remuneration in terms of Section 197(12) of theAct read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are attached to this Report as Annexure-2.

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 asAnnexure-3 here to.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

During the Year under review no case has been iled in terms of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

AUDITORS & AUDIT REPORT:

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 ive conse cutive years in accordance with Section 139 ofthe Act.

The Auditors' Report to the Shareholder for the year under review contains thefollowing qualiications:

(a) Going Concern Assumption in preparation of the Statement

Due to continuous losses the net-worth of the Company has been fully eroded. TheCompany has defaulted in repayment of borrowings to its lenders. In view of theManagement the Company would be able to improve its net working capital position todischarge its total inancial obligations as described in Note 29 to the FinancialStatement. However in view of the uncertainties involved these events and conditionsindicate a material uncertainty which may cast a signiicant doubt on the Company's abilityto continue as a going concern. Accordingly the use of going concern assumption ofaccounting in preparation of this Statement is not adequately and appropriately supported.

The Shareholders may kindly note that the Management is in the process of Plan(Debt-Restructuring) for improvement of the Company.

(b) Non-recognition of Interest Expense

We draw attention to Note 34 (a & b) of the Statement relating to non-recognitionof interest expense amounting to Rs. 415151 thousand for the year ended 31st March 2021on its borrowings. As a result inance Costs liability on account of interest isunderstated and total comprehensive income for the year ended 31st March 2021 isoverstated to that extent.

These constitute a departure from the requirements of Indian Accounting Standard 109"Financial Instruments".

The Shareholders may kindly note that the company is not agreeable to the processingfees & interest already charged by lenders. Company will go for restricting so as toget relief from st expenditure.

(c) Non-recognition of Interest Income

Interest income of Rs. 135900 Thousand for the year ended 31st March 2021 notprovided on loans given Refer Note 35. As a result interest income interest receivableand total comprehensive income for the year ended 31st March 2021 are understated to thatextent.

These constitute a departure from the requirements of Indian Accounting Standard 109"Financial Instruments"

The Shareholders may kindly note that most of the borrowers have been facing inancialstress slow down in economy. The problem further increased due to COVID 19 pandemic due towhich borrowers are not in a situation to pay interest hence keeping conservatism approachInterest is not booked.

(d) Advances

The Company had given Advances to Body Corporates aggregating to Rs.285000 Thousandwhich are outstanding as on March 31 2021. In absence of appropriate audit evidence andstatus thereof we are unable to comment on the validity and recoverability of suchadvances. Due to Non provision the impact of the same on advances and total comprehensiveincome are overstated.

The Shareholders may kindly note that the Management is of view that these advances aregood in nature and will be recovered in due course.

(e) Non Conirmation of Loans and Advances

Due to Non-Conirmation and Reconciliation of Loans and Advances and Borrowingsadjustment/ impact or provisions in inancial statement if any not ascertainable in respectof this so cannot be commented by us at present.

The Shareholders may kindly note that Loans and Advances and Borrowings are subject toconirmation and reconciliation.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report in terms of Section 204(1) of the Act is given separately asAnnexure-4 forming part of this Report.

DISCLOSURE UNDER SEBI (LODR) REGULATIONS 2015

Additional disclosures under the Securities and Exchange Board of India (ListingObligations and

Disclosure Requirements) Regulations 2015 including Corporate Governance Report aregiven separately which forms part of this Report as Annexure -5.

FRAUD REPORTING BY AUDITORS

No fraud has been reported by the Auditors in terms of Section 143 of the CompaniesAct 2013 during the inancial year under review.

COST AUDIT RECORDS

In accordance with Section 148 sub section (1) of the Companies Act 2013 the Companyis not require d to maintain the cost records as speciied by Central Government.

APPRECIATION

Your Directors express their sincere appreciation for the continued co-operation andsupport extended to the Company by the Central Government the Government of AssamGovernment Agencies

Regulatory Authorities Stock Exchanges Company's Bankers Business AssociatesShareholders and the Community at large.

For and on behalf of the Board
Aditya Khaitan Gaurang S. Ajmera
Director Director
DIN: 00023788 DIN: 00798218
Date: 11th August 2021
Place: Kolkata

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