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Williamson Magor & Company Ltd.

BSE: 519224 Sector: Financials
NSE: WILLAMAGOR ISIN Code: INE210A01017
BSE 00:00 | 12 Dec 53.20 -0.90
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53.20

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NSE 00:00 | 12 Dec 54.15 0.95
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HIGH

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LOW

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OPEN 52.05
PREVIOUS CLOSE 54.10
VOLUME 30
52-Week high 147.80
52-Week low 43.00
P/E
Mkt Cap.(Rs cr) 58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 52.05
CLOSE 54.10
VOLUME 30
52-Week high 147.80
52-Week low 43.00
P/E
Mkt Cap.(Rs cr) 58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018

The Directors present the Annual Report with the Audited Financial Statements of yourCompany for the year ended 31st March 2018.

FINANCIAL RESULTS

2017-18 2016-17
Profit (Loss) before Depreciation and Finance Costs 427975 555090
Less: a) Depreciation 745 906
b) Finance Costs 918353 703135
Profit/(Loss) before Exceptional Items and Tax (491123) (148951)
Exceptional Item - -
Profit/(Loss) before Tax (491123) (148951)
Tax Expense :
Current Tax - -
Earlier Period - -
Provision written back for earlier years(net) - -
Profit/(Loss) for the year (491123) (148951)
Loss brought forward previous years (628656) (479705)
Balance carried forward to Balance Sheet (1119779) (628656)

OPERATIONS

the revenue earned by the Company during the year amounted to Rs. 48.54 Crores asagainst Rs. 51.87 Crores earned in the previous year which is primarily due to lesserdividend income earned as compared to the earlier year. the other income of Rs. 3.72Crores represents mainly the provision for diminution in value of certain long terminvestments written back and recovery of certain bad debts written off in earlier years.The Company continues to have operational loss which was higher than the previous year onaccount of increased finance costs incurred during the year.

DIVIDEND

On account of the accumulated loss your Directors regret their inability to recommendany dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

In terms of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 a Management Discussion and Analysis Report isattached as Annexure 1 and forms part of this Report.

REPORT ON CORPORATE GOVERNANCE

In terms of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 a Report on Corporate Governance and theAuditors' Certificate regarding Compliance of Conditions of Corporate Governance areattached as Annexure II and Annexure III respectively and form part of this Report.

The disclosure as required pursuant to Section II of Part II of Schedule V to theCompanies Act 2013 regarding element of remuneration package details of fixed andperformance linked incentives along with performance criteria and stock option has beengiven in MGT - 9 attached to this Report. Apart from the said disclosures Mr. TuladriMallick manager has a service contract of 3 (three) years and a notice period of 3(three) months and there is no provision for any severance fees.

ASSOCIATES AND JOINT VENTURES

During the year under review the Company had four associate companies and one jointventure company as follows:-

i) Majerhat Estates & Developers Limited - Associate Company

ii) Kilburn Engineering Limited - Associate Company

iii) Eveready Industries India Limited - Associate Company

iv) McNally Bharat Engineering Co. Limited - Associate Company(ceased to be anAssociate Company w.e.f. 31.03.2018)

v) D1 Williamson Magor Bio Fuel Limited - Joint Venture Company

D1 WILLIAMSON MAGOR BIO FUEL LIMITED

D1 Williamson Magor Bio Fuel Limited (D1WML) was incorporated under a 50:50 jointventure agreement between the Company and D1 Oils Trading Ltd. UK to facilitatedevelopment of Jatropha Plantation under contract farming arrangements for production ofbio diesel from Jatropha oilseeds. Your Company presently holds 15.70% of equity capitalof D1WML.

D1WML has concentrated its efforts towards convergence of existing jatropha plantationsin the state of Jharkhand having abandoned its plantation in North East of India due toexcessive weed growth.

The gestation period of the plantation being longer than estimated time has been themajor deterrent factor towards commercial production. In addition the unprecedented fallin the price of petroleum crude oil globally has resulted in less potential price ofbiodiesel though it may be a temporary phenomena.

The Company has however made appropriate provisions in the accounts based on thepresent situation.

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

As required under Section 129(3) of the Companies Act 2013 Consolidated FinancialStatements of the Company its one Associate Company and one Joint venture Companyprepared in accordance with the applicable Accounting Standards issued by the Institute ofChartered Accountants of India and the Auditors' Report on the Consolidated FinancialStatements are appended in the Annual Report.

A statement containing the salient features of the financial statements of theCompany's aforesaid three Associate Companies and one Joint Venture Company pursuant tothe first proviso to sub-section (3) of Section 129 of the Companies Act 2013 prepared inForm AOC-1 is attached to the financial statements of the Company for your information.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND

THE DATE OF THIS REPORT

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

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place a satisfactory internal control system to ensure properrecording of financial and operational information and to exercise proper and timelycompliance of all regulatory and statutory compliances as applicable to the Company.

the Internal Audit of the various operations of the Company is periodically conductedby an outside agency which submits its report to the audit Committee of the Board ofDirectors of the Company. the audit Committee takes the same into consideration for thepurpose of evaluation of Internal Financial Controls in the Company.

the existing Risk Management Committee of the Board of directors of the Companymonitors and reviews the risks associated with the Company's business operations andmanages them effectively in accordance with the risk management system of the Company.

DIRECTORS

There has been no change in the Directorship of the Company since the last Report ofthe Board of Directors of the Company.

In accordance with Article 100 of the Articles of Association of the Company read withSection 152 of the Companies Act 2013 (‘the Act') Mr. R. S. Jhawar will retire byrotation at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment.

In terms of Regulation 17(1A) of Listing Regulations as inserted by the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) (Amendments)Regulations 2018 which is effective form 1st April 2019 the continuation of thedirectorship of Mr. B. M. Khaitan Mr. T. R. Swaminathan Mr. G. Momen Mr. R. S. JhawarDr. R. Srinivasan and Mr. H. M. Parekh who have already attained the age of 75 years isrecommended for the approval of the Members by way of Special Resolutions at theforthcoming Annual General Meeting.

All the Independent Directors have confirmed and declared that they are notdisqualified to act as an Independent Director in terms of Section 149 of the CompaniesAct 2013 and the Board is also of the opinion that all of them fulfill all the conditionsspecified in the Act making them eligible to continue to act as Independent Directors ofthe Company.

All the Directors and both the Key Managerial Personnel of the Company as mentionedhereunder have confirmed compliance with the Code of Conduct as applicable to them andthere are no other employees in the senior category.

KEY MANAGERIAL PERSONNEL

Mr. Tuladri Mallick continues as the Manager of the Company as well as the ChiefFinancial Officer of the Company for compliance of the relevant provisions of the Act andthe erstwhile Listing Agreement with the Stock Exchanges and all the relevant regulationsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Mr. H U Sanghavi Company Secretary and Compliance Officer of the Company alsocontinues as the other Key Managerial Personnel of the Company for compliance of therelevant provisions of the Act and the new Listing Agreement with the Stock Exchanges andall the relevant regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) of the Companies Act 2013 (‘the Act') yourDirectors state that:

i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures If any;

ii) 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;

iii) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv) the directors had prepared the annual accounts on a going concern basis;

v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS

during the year ended 31st March 2018 four Board Meetings were held i.e on 30th May2017 8th August 2017 9th November 2017 and 6th February 2018.

SEPERATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV to the Companies Act 2013 the Independentdirectors had a seperate meeting on 30th May 2018 without the attendence ofnon-independent directors and members of management. Five out of the Six Independentdirectors were present at the said Meeting. The evaluation process prescribed in paragraphVII of Schedule IV to the Act was carried out at the said Meeting.

BOARD EVALUATION

The formal evaluation of the performance of the Independent directors Non -Independent directors Chairperson and the Board of directors as a whole and all BoardCommittees was carried out by the Board for the financial year ended 31st March 2018 inaccordance with the relevant provisions of Section 134 of the Act read with the Rulerelated thereto and Section 178 of the Act and Schedule IV to the Act and also inaccordance with the guidance note issued by the Securities and Exchange Board of India(‘SEBI') vide its circular No. SEBI/HO/CFD/CIR/P/2017/004 dated 5th January 2017 andthe same was found to be satisfactory.

AUDIT COMMITTEE

The Audit Committee of the Board of directors of the Company consists of Mr. T. R.Swaminathan Du R Srinivasan Mr. H. M. Parekh and Mr. G. Momen as its Members.

Mr. H. U. Sanghavi Company Secretary acts as the Secretary of the Audit Committee. TheStatutory Auditors and the Manager as well as the Chief Financial officer of the Companyare permanent invitees to the Audit Committee Meetings.

During the year ended 31st March 2018 there were no instances where the Board ofDirectors of the Company had not accepted the recommendations of the Audit Committee. TheCompany has in place a vigil mechanism/whistle blower policy the details of which areavailable on the Company's website www.wmtea.com. The Company has also provided directaccess to the Chairman of the Audit Committee on reporting issues concerning the interestsof the employees and the Company.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS

The particulars required to be furnished in this regard are given in the terms ofreference of the Nomination and

Remuneration Committee as specified under section 178(3) of the Companies Act 2013 andRegulation 19 of the Listing regulations as mentioned in the attached report on CorporateGovernance and also in the remuneration Policy of the Company attached as Annexure IV tothis Report.

AUDITORS AND AUDIT REPORT

Messrs. V Singhi & Associates Chartered Accountants have been appointed as theAuditors of the Company in terms of Section 139 of the Companies Act 2013 (‘TheSection') at the Sixty Sixth Annual General Meeting of the Company held on 22nd September2017 to hold office till the conclusion of the Seventy First Annual General Meeting of theCompany to be held in the year 2022.

The Company has received the relevant certificate in terms of the Section.

There are no qualifications reservations or adverse remarks made by the Auditors intheir Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantees or investments under Section 186 of the CompaniesAct 2013 are not disclosed in this Report because they form a part of the notes to thefinancial statements for the year ended 31st March 2018 and are accordingly disclosed insuch notes forming part of the financial statements of the Company for the said financialyear.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There are no such particulars of Contracts or Arrangements made with Related Partieswhich require disclosure pursuant to clause (h) of sub - section (3) of section 134 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014 in Form No. AOC - 2.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not formed any Corporate Social Responsibility Committee because theprovisions of Section 135 of the Companies Act 2013 relating to formation of such aCommittee and the formulation of a Corporate Social Responsibility Policy do not apply tothe Company.

SECRETARIAL AUDIT REPORT

A Secretarial Audit was conducted during the year by the Secretarial Auditor M. K. B& Associates Company Secretaries in accordance with the provisions of Section 204 ofthe Companies Act 2013. The Secretarial Auditor's Report is attached herewith as AnnexureV and forms a part of this Report. There are no qualifications or observations or remarksmade by the Secretarial Auditor in his Report.

EXTRACT OF ANNUAL RETURN

An extract of the annual return as provided under Section 92(3) of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isgiven in MGT - 9 which is attached as Annexure VI to this Report and has also beenuploaded on the website of the Company www.wmtea.com and can be accessed at http://wmtea.com/images/extofar.pdf

PARTICULARS OF EMPLOYEES

The relevant particulars required to be furnished pursuant to Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofPersonnel) Rules 2014 in this regard are attached as Annexure VII to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy technology absorption and foreignexchange earnings and outgo in terms of Rule 8(3) of the Companies (accounts) Rules 2014is attached as annexure vill to this Report.

PREVENTION OF INSIDER TRADING

Your Company has adopted and implemented a code of conduct for prevention of insiderTrading in compliance with the SEBi (Prohibition of insider trading) regulations 2015.all Directors employees and other designated persons who could have access tounpublished price sensitive information of the Company are governed by this code.

the trading window for dealing with equity shares of the Company is duly closed duringdeclaration of financial results and occurence of any other material events as per thecode. during the year under review there has been due compliance with the code.

GOING CONCERN STATUS

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status of the Company and the Company's operationsin future.

OTHER DISCLOSURE

in terms of requirements of Section 4 of the Sexual Harassment of women at workplace(Prevention Prohibition and rehabilitation) AcT 2013 the Company has associated itselfwith the internal Complaints Committee formed by Mcleod russel india Limited one of theCompanies forming part of williamson Magor group with regard to dealing with sexualharassment at workplace.

For and on behalf of the Board
Kolkata A. KHAITAN - Vice Chairman
10 th August 2018 R. s. JHAWAR - Director