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Williamson Magor & Company Ltd.

BSE: 519224 Sector: Financials
NSE: WILLAMAGOR ISIN Code: INE210A01017
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VOLUME 1869
52-Week high 26.98
52-Week low 10.37
P/E
Mkt Cap.(Rs cr) 21
Buy Price 18.75
Buy Qty 200.00
Sell Price 19.70
Sell Qty 50.00
OPEN 19.00
CLOSE 18.20
VOLUME 1869
52-Week high 26.98
52-Week low 10.37
P/E
Mkt Cap.(Rs cr) 21
Buy Price 18.75
Buy Qty 200.00
Sell Price 19.70
Sell Qty 50.00

Williamson Magor & Company Ltd. (WILLAMAGOR) - Auditors Report

Company auditors report

To the Members of

Williamson Magor & Co. Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of WilliamsonMagor& Co. Limited ("the Company") which comprise the Balance Sheet asat 31st March 2019 the Statement of Profit Flow Statement for the year then ended andnotes to the financialstatements including a summary of significant accounting policiesand other explanatory information ( herein after referred to as "Standalone FinancialStatements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ( "the Act" ) in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at 31st March 2019 and its profits andcash flows for the year ended on that date

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor’s Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India ( the ICAI ) togetherwith the ethical requirements that are relevant to our audit of the standalone financialthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI’s Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe standalone financial statements.

Emphasis of Matters

We draw attention to:

i. Note 34 of the Standalone Financial Statements where the management has considereddiminution in the value of certain investments as not of permanent in nature andaccordingly provision for diminution as required by AS-13 "Accounting forInvestments" has not been provided for.

ii. Note 35 of the Standalone Financial Statements where the Management has consideredrecognition of deferred tax assets during the current financial year assuming virtualcertainly supported by convincing evidence that sufficient future taxable income would beavailable against which such assets can be

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Inaddition to the matter described in the sections of our report we have determined thematters described below to be the key audit matters to be communicated in our report:

Serial No. Key Audit Matters Auditor’s Responses to Key Audit Matters
1. Provisions and Contingent Liabilities Our audit approach is combination of test of internal controls and substantive procedures which includes the following:
The Company is involved in various taxes and other disputes for which final outcomes cannot be easily predicted and which could potentially result in significant liabilities. The assessment of the risks associated with the litigations are based on complex assumptions which require the use of judgements and such judgements relates primarily to the assessment of the uncertainties connected to the prediction of the outcome of the proceeding and to the adequacy of the disclosures in the financial statements. Because of the required judgement the materiality of such litigations and the complexity of the assessment process the area is a key matter for our audit. 1. Assessing the appropriateness of the design and implementation of the Company’s controls over the assessment of litigations and completeness of disclosures.
2. Testing the supporting documentation for the decisions taken by the management conducting meetings with in-house legal counsel and/or legal team and reviewing the minutes of Board and sub- committee to confirm the operating effectiveness of these controls.
3. Assessment of assumptions used in the evaluation of potential risk and tax risks performed by the legal and tax department of the Company considering the legal precedence and other rulings in similar cases.
4. Involving our direct and indirect tax specialists to assess relevant historical and recent judgements passed by the appropriate authorities in order to challenge the basis used for the accounting treatment and resulting disclosures.

Information Other than the Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Annual Reportbut does not include the financial statements and our Auditor’s Report thereon. TheAnnual Report is expected to be made available to us after the date of this Auditor’sReport.

Our Opinion on the standalone financial statements does not cover the other informationand we do not express form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the StandaloneFinancial Statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

Responsibilities of Management and Those Charged With Governance for the StandaloneFinancial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial positionfinancial performance and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Accounting Standards specified under Section 133 of the Act. Thismaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectivelycompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the Standalone 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 the Company’sfinancial reporting process.

Auditors’ Responsibilities for the Audit of the Standalone Financial Statements:

Our objectives are to obtain reasonable assurance about whether the standalonefinancial 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 standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial fraud or error design and perform audit procedures responsive to those risksand obtain audit evidence that is sufficient and appropriate to provide a basis for ouropinion. The risk of not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgery intentionalomissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

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

• Conclude on the appropriateness of management’s use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany’s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our Auditor’s Report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our Auditor’s Report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial disclosures and whether the standalone financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourAuditor’s Report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Companies (Auditor’s Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure- A a statement on the matters specified in paragraphs 3and 4 of the Order.

2. As required by Section 143(3) of the Act were port that:

a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c) the Balance Sheet the Statement of Profit and Loss and the cash flow statementdealt with by this Report are in agreement with the books of account; comply with theAccounting Standards

d) in our opinion the aforesaid standalone financial specified under Section 133 ofthe Act.

e) on the basis of the written representations received from the directors as on 31stMarch 2019 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of Section164 (2) of the Act;

f) with respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in Annexure B ;

g) with respect to the other matters to be included in the Auditor’s Report inaccordance with the requirements of Section 197(16) of the Act(as amended) the Companyhas neither paid nor provided for any remuneration to its director during the year .

h) with respect to the other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financialpositionin its standalone financial statements. Refer Note 26 A (a) to the Standalone FinancialStatements.

ii. the Company did not have any material foreseeable losses on long-term contractsincluding derivative contracts and

iii. there were no amounts due which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended March 31 2019.

For V. SINGHI & ASSOCIATES
Chartered Accountants
Firm Registration No. : 311017E
Four Mangoe Lane
Surendra Mohan Ghosh Sarani (V.K.SINGHI)
Kolkata 700 001 Partner
Dated : 30th May 2019 Membership No. 050051

Annexure - A to Independent Auditors’ Report

(Referred to in paragraph-1 on Other Legal and Regulatory Requirements of our Reportof even date to the members of Williamson Magor& Co. Limited on the StandaloneFinancial Statements for the year ended 31st March 2019)

i. a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

b) As informed to us the fixed assets have been physically verified by the managementat regular intervals; and as informed to us no material discrepancies have been noticed onsuch verification.

c) As per records of the Company and according to the information and explanationsgiven to us the Title Deed of immovable property as disclosed in Note 11 on tangibleassets to the standalone financial statements are held in the name of the Company exceptfor the following in respect of which we are unable to comment whether the title deedsare in the name of the Company due to non-availability of such title deeds as set out inNote 11 to the Standalone Financial Statements.

Particulars Class of Asset Gross Block Amount (Rs. in thousand) Net Block Amount (Rs. in thousand)
One property located at Mumbai Buildings 912 225

ii. The Company’s nature of operations does not require it to hold any item ofinventories. Accordingly clause 3(ii) of the Order is not applicable.

iii. According to the information and explanations given to us the Company has notgranted any loan secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theAct. Accordingly clause 3(iii) (a) (b) and (c) of the Order are not applicable.

iv. According to the information and explanations given to us the Company has compliedwith theprovisions of sections 185 and 186 of the Act to the extent applicable.

v. According to the information and explanations given to us the Company has notaccepted any deposits from the public in terms of directives issued by Reserve Bank ofIndia and within the meaning of sections 73 to 76 of the Act and the rules framed thereunder to the extent notified.

vi. According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under Sub section (1) of Section 148 ofthe Act for any services rendered by the Company. Accordingly clause 3(vi) of the Orderis not applicable.

vii. (a) As per records of the Company and according to the information andexplanations given to us the Company is generally regular in depositing undisputedapplicable statutory dues including Provident Fund Income-tax Goods and Service TaxCess and any other statutory dues with the appropriate authorities and there are noundisputed amount payable in respect of the same which were in arrears as on 31st March2019 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us the Company has notdeposited the following dues on account of disputes with the appropriate authority.

Name of the Statue Nature of Dues

Amount (Rs. in thousand)

Period to which the amount relates Forum where dispute is pending
Central Excise Act1944 Interest on Duty of Excise

711

1987-1988 Hon’ble High Court of Chennai
Finance Act 1994 Service tax penalty and interest thereon

14237 and interest thereon

2005-06 2006- 072007-08 and 2008-09 Customs Excise and Service Tax Appellate Tribunal East Zonal Bench Kolkata
Finance Act 1994 Service tax penalty and interest thereon

11931 and interest thereon

2004-05 and 2005- 06 Customs Excise and Service Tax Appellate Tribunal East Zonal Bench Kolkata

viii. According to the information and explanations and on the basis of books andrecords examined by us the Company has not defaulted in repayment of any loans fromfinancial institutions or banks or Government or dues to debenture holders. Accordinglyclause 3(viii) of the Order is not applicable.

ix. According to the information and explanations given to us and based on ourexamination of the books and records we report that the company has not raise any moneyby way of initial public offer or further public offer (including debt instruments) andterm loan were applied for the purpose for which those are raised.

x. According to the information and explanations given to us neither any materialfraud by the Company or on the Company by its officers or employees has been noticed orreported during the year nor have we been informed of any such case by the management.

xi. According to the information and explanations given to us and based on ourexamination of the books and records we report that the Company has not paid or providedany managerial remuneration during the year. Accordingly clause 3(xi) of the Order is notapplicable.

xii. According to the information and explanations given to us the Company is not aNidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on ourexamination of the books and records of the Company we report that the transactions withthe related parties are in compliance with sections 177 and 188 of the Act whereapplicable and details of such transactions have been disclosed in the standalonefinancial statements as required under Accounting Standards (AS) 18 Related PartyDisclosure specifiedunder Section 133 of the Act.

xiv. According to the information and explanations given to us and based on ourexamination of the books and records we report that the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly clause 3(xiv) of the Order is not applicable.

xv. According to the information and explanations given to us and based on ourexamination of the books and records we report that the Company has not entered into anynon-cash transactions with directors or persons connected with him during the year.Accordingly clause 3(xv) of the Order is not applicable.

xvi. The Company is a Non-Banking Financial Company and has obtained registration undersection 45-IA of the Reserve Bank of India Act 1934.

For V. SINGHI & ASSOCIATES
Chartered Accountants
Firm Registration No. : 311017E
Four Mangoe Lane
Surendra Mohan Ghosh Sarani (V.K.SINGHI)
Kolkata 700 001 Partner
Dated : 30th May 2019 Membership No. 050051

Annexure B to Independent Auditors’ Report

(Referred to in paragraph-2(f) on Other Legal and Regulatory Requirements of our Reportof even date to the members of Williamson Magor& Co. Limited on the StandaloneFinancial Statements for the year ended 31st March 2019)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act

We have audited the internal financial controls over financial reporting of WilliamsonMagor& Co. Limited ("the Company") as of 31st March 2019 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internalfinancialcontrols based on the internal control over financialreporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI’). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company’s policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by the ICAI anddeemed to be prescribed under section 143(10) of the Act to the extent applicable to anaudit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our reporting included obtaining an understanding of internal financialcontrols over financial reporting assessing that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor’s judgment includingthe assessment of the risks of material misstatement of the standalone financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlssystem over financial reporting

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally acceptedaccountingprinciples.Acompany’sinternalfinancialcontrol overfinancial 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) assurance thattransactionsarerecordedasnecessarytopermitpreparationoffinancialstatements in accordancewith generally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management and directorsof the company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company’s assetsthat could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For V. SINGHI & ASSOCIATES
Chartered Accountants
Firm Registration No. : 311017E
Four Mangoe Lane
Surendra Mohan Ghosh Sarani (V.K.SINGHI)
Kolkata 700 001 Partner
Dated : 30th May 2019 Membership No. 050051