Directors Report of Williamson Financial Services Ltd.

Mar 31, 2024

The Board of Directors hereby presents the report ofthe business and operations ofyourCompany, along with the
audited financial statements, for the financial year ended March 31,2024. In line with the requirements ofthe
Companies Act, 2013 and the rules framed thereunder, this report covers the financial results and other developments
during the Financial Year 1st April, 2023 to 31st March, 2024.

FINANCIAL RESULTS

The performance ofthe companyfor the financial year ended 31st March, 2024 is summarised below:

(Rs. in Lakhs)

PARTICULARS	For the Financial Year
	2023-24	2022-2023
Revenue from Operations	211.99	361.72
Other Income	401.57	887.38
Total Income	613.56	1249.10
Total Expenses	1085.25	3099.92
Profit / (Loss) before Tax	(471.69)	(1850.82)
Tax Expenses	0.12	-
Profit/ (Loss) For The Year	(471.81)	(1850.82)
Other Comprehensive Income (net oftax)	453.81	(356.43)
Total Comprehensive Income For The Year	17.99	(2207.25)

REVIEW OF OPERATIONS AND STATE OF COMPANY AFFAIRS

During the Financial Year under review the Company''s Revenue from Operations has been decreased from the previous
year Rs. 361.72 lakhs to Rs. 211.99 due to less recovery ofInterest Income compared to the same ofthe previousyear.
However finance cost, employee benefits expenses and other expenses have been decreased from the previous year
figure which results in decrease of total expenditure ofthe companyfrom the previous year Rs. 3099.92 lakhs to Rs.
1085.25 lakhs.

Further during the Financial Year 2023-24 the Company''s liabilities from the Secured and Unsecured Borrowings came
down to Rs. 46463.99 lakhs from the previousyear which had been Rs. 46967.79 lakhs resulting in reduction ofthe
total financial liabilities ofthe company.

During the year under review the Company earned interests on Inter Corporate Deposits to the tune of Rs. 211.52
lakhs as against previous year, which was Rs. 361.25 lakhs.

Your Company succeeded to pull down its net operating loss from the previous Financial Year''s amount of Rs. 1850.82
Lakhs to Rs. 471.81 Lakhs during the Financial Year 2023-24.

As per the requirements of IndAS the Investments were fair valued and the FairValue Changes of Investments in
Equity Shares produced a positive figure amount of Rs.453.04 Lakhs as against negative figure of the previous Year
of Rs. (356.69) Lakhs. Other Comprehensive Income/(Loss) for the Financial Year 2023-24 resulted in positive figure
of Rs. 453.81 as against negative figure of previous year amounting to Rs. (356.43) Lakhs.

The above is an indication that the Company is on the path of recovery barring unforeseen circumstances. The
Company is expected to improve well in the foreseeable future.

DIVIDEND

On account ofthe accumulated loss, no dividend has been recommended for theyear under review.

TRANSFER TORESERVES

In view ofthe loss during theyear, no amount is being transferred to General Reserve fortheyear ended 31st March
2024.

SHARE CAPITAL

During the year under review, the Company has not altered/modified its authorised share capital and has not issued
any shares including equity shares with differential rights as to dividend, voting or otherwise.The Company has not
issued any sweat equity shares to its directors or employees and also has not made any buy back of shares during
the year under review.

The Issued, Subscribed and Paid-up Equity Share Capital ofthe Company as on 31st March, 2024 is Rs. 8,35,91,360
divided into 83,59,136 Shares of Rs. 10/- each fully paid up. There has been no change in the Share Capital ofthe
Company during the Financial Year 2023-24.

RESERVE BANKOF INDIA (RBI) GUIDELINES

Your Company continues to carry on its business of Non-Banking Financial Institution without accepting deposits.
The Company is a Non-Systemically Important Non-Deposit Taking Company. Further the Company has complied
with and continues to comply with all the prudent financial management norms and directions issued by the Reserve
Bank ofIndia as applicable.

PUBLIC DEPOSITS

The Company is a non-deposit taking Non-Banking Financial Company (NBFC) and therefore is not accepting any
public deposits during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the company comprises of Four Directors as on 31st March, 2024 of whom two are
Independent Directors, one is Woman Director and one is Non-Executive Director & Chairman.

During the FY 2023-24, Ms. Natalie Ann Mookerji has been appointed as a Non-Executive & Non- Independent Director
w.e.f 14th March, 2024. The appointment of Ms. Mookerji has been regularized byway of Postal Ballot Notice dated
2nd May, 2024 and the same has been passed with requisite majority on 10th June 2024.

Mrs. Maria Khan, ceased to be Director ofthe Company w.e.f 18th March, 2024 due to her increasing personal
commitments. The Board places on record its immense appreciation for her contribution during her tenure in the
Company.

Further, the Board at its meeting held on 13th August, 2024 based on the recommendation of Nomination and
Remuneration Committee, after evaluating the performance of Mr. G S Ajmera, during his first tenure as Independent
Director ofthe company, approved his re-appointment as Independent Director ofthe Companyfor second term of
five consecutive years commencing from 13th December 2024 and recommended for shareholders'' approval.
Resolution seeking Shareholders'' approval for re-appointment along with other required details forms part ofthe
51st AGM Notice.

In accordance with the provisions ofthe Act and Articles of Association ofthe Company, Mr. Aditya Khaitan (DIN:
00023788), Chairman and Director, retires by rotation and being eligible, offers himself for reappointment at the
ensuing AGM. Resolution seeking Shareholders'' approval for his re-appointment along with other required details
forms part ofthe 51st AGM Notice.

Pursuant to the provisions of Section 203 ofthe Act read with the rules made there under, Mr. Shyam Ratan Mundhra,
Chief Financial Officer & Manager and Ms. Ekta Benia, Company Secretary are the Key Managerial Personnel ofthe
Companyas on 31st March, 2024.

Mr. Shyam Ratan Mundhra has been re-appointed by the Board of Directors at its meeting held on 6th February, 2024
as Manager of the company for further period of two years from 1 st April, 2024 to 31st March, 2026. The said
appointment has been approved by the shareholders conducted through Postal Ballot Notice dated 6th February,
2024 and the same has been passed with requisite majority on 6th April, 2024.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions
with the Company, otherthan sitting fees and reimbursement ofexpenses, ifany.

None ofthe Directors are disqualified as per provision ofSection 164(2) ofthe Act.

Apart from the above,there is no change in the Directors and KMP ofthe Company since the last report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors (ID''s) ofthe Company have given declarations in terms ofSection 149(7) ofthe Act
confirming that they meet the criteria of independence as laid down under Section 149(6) ofthe Act, and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have
further confirmed compliance with the code for Independent Directors as prescribed in Schedule IV to the Companies
Act. In the opinion ofthe board, the ID''s fulfil the conditions specified in the Actand the rules made there underfor
appointment as ID''s including integrity, expertise and experience. In terms ofSection 150 ofthe Act, read with Rule
6 ofthe Companies (Appointment and Qualification of Directors) Rules, 2014,as amended, the names ofall the ID''s
ofthe Company have been included in the data bank maintained bythe Indian Institute ofCorporate Affairs.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as amended, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, copies ofthe Annual Returns ofthe Company are available
on the website ofthe Company at https://www.williamsonfinancial.in/regulatory.html

ONE-TIME SETTLEMENT WITH ANY BANKOR FINANCIAL INSTITUTION

During the year under review the Company and Aditya Birla Finance Limited (ABFL) and others have entered into
Terms of Settlementand Consent Term dated 7th June, 2023 to amicably settle the dispute with ABFL in the matter,
inter-alia, related to the term loan availed of by the company from ABFL.

NUMBEROF BOARDMEETINGS DURING THE YEAR

During the FY 2023-24,the Board ofDirectors met five (5) times and the details ofthe meetings ofthe Board and its
Committees are given in the Corporate Governance Report, which is a part of this report. The gap intervening between
two meetings was within the time prescribed under the Act and Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state in terms ofSection 134(5) ofthe Actthat -

(a) In the preparation ofthe annual accounts, the applicable Accounting Standards had been followed and there
was no material departure there from.

(b) The Directors had selected such accounting policies and applied them consistentlyand madejudgments and
estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company
at the end ofthe Financial Year and ofthe profit and loss ofthe Companyforthat period.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions ofthe Actfor safeguarding the assets ofthe Companyand 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 financial controls laid down by the Directors and followed by the Company are adequate
and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and
that the same were adequate and operating effectively.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the Company''s nature of business.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.

MANAGEMENT DISCUSSION & ANALYSIS

Report on Management Discussion& Analysis forms part oftheAnnual Report as perthe requirements ofRegulation
34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is annexed as Annexure-1.

CORPORATE GOVERNANCE

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate
Governance along with certificate of compliance from Vidhya Baid & Associates, Company Secretary in Practice
confirming compliances to the conditions of the Corporate Governance is attached as Annexure 2 and 3 to this
Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company being a Non-Banking Financial Company (NBFC), the relevant provisions ofSection 186 ofthe Act do
not apply to the Company. However, the particulars of loans given, guarantees provided and investments made by
the Company during the FY 2023-24 have been disclosed in the Financial Statement which forms part ofthis Report.

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

There are no material changes and commitments affecting the financial position ofthe Companythat have occurred
between the end ofthe Financial Year ended 31st March, 2024 to which the Financial Statement relates and the date
ofsigning ofthis report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements ofthe Act and Listing Regulations, the Company has formulated a Policy on Related
PartyTransactions which is also available on Company''s website at https://www.williamsonfinancial.in/policy.html.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions
between the Companyand Related Parties.

All the contracts/arrangements/transactions entered by the Company during the financial year under review with
related parties were in its ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which
could be considered material in accordance with the policy ofthe Company on Materiality of Related PartyTransactions
and on dealing with Related PartyTransactions. Since there are no material Related PartyTransactions and also all
the transactions with related parties are at arm''s length and are in the ordinary course of business, no transactions
are required to be reported in Form AOC - 2.

The Company has made full disclosure of transactions with the related parties as set out in Note No. 32 ofthe Financial
Statement pursuantto Ind AS, forming part ofthe Annual Report. There were no materially significant related party
transactions which could have potential conflict with interest ofthe Company at large.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as per Rule 8(3) ofthe Companies (Accounts) Rules, 2014:

A. Conservation of energy: N.A.

B. Technologyabsorption:N.A.

C. Foreign Exchange earnings and outgo: Nil

CORPORATE SOCIAL RESPONSIBILITY

As disclosed in the past Reports, the Board and the Corporate Social Responsibility Committee (''CSR Committee'') of
the Company approved a Policy to collaborate with McLeod Russel India Limited as permitted by Rule 4(3) of Companies
(Corporate Social Responsibility Policy) Rules, 2014 in respect ofCSR Activities / Projects covered by Schedule -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 in terms of the policy. The Policy is available on the Company''s website,
https://www.williamsonfinancial.in/policy.html

No amount was required to be spent on CSR during the financial year under review in terms of Section 135 of the
Companies Act, 2013.

COMMITTEES OF THE BOARD

In compliance with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board had constituted various Committees to assist in discharging its responsibilities. As on
31st March 2024, the Board has constituted following Committees to deal with matters and monitoractivities falling
within the respective terms of reference:

• AuditCommittee

• Nomination and Remuneration Committee

• Stakeholder''s Relationship Committee

Detailed composition of the above Committees, their terms of reference, number of meetings held, attendance therein
and other related details are provided in the Corporate Governance Report forming part ofthe Annual Report.There
has been no instance where the Board has not accepted the recommendations of its Committees.

COMPOSITION OF THE AUDIT COMMITTEE

As on 31st March, 2024 the Audit Committee ofthe Company consists ofMr.Gaurang ShashikantAjmera, Mr. Mohan
Dhanuka, Independent Directors and Ms. Natalie Ann Mookerji, Non - Independent Director as Members. Mr. Ajmera
is the Chairman ofthe Committee. There has been no single instance ofthe Board not accepting any recommendation
ofthe Audit Committee during theyear under review.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual
directors which include criteria for performance evaluation ofthe Non-Executive Directors and Executive Directors
pursuant to the provisions ofthe Act and the Corporate Governance requirements as prescribed by Securities &
Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance ofthe board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning,
etc.

The performance ofthe committees was evaluated by the Board after seeking inputs from the committee members
on the basis ofcriteria such as the composition ofcommittees, effectiveness ofcommittee meetings etc.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the Act and SEBI Listing Regulations, the independent directors must hold at least one meeting in a year
without the presence of non-independent directors and members of the management. Accordingly, a meeting of
Independent Director was held on 15th March, 2024 without the attendance of other directors (Non-Independent)
to review the performance of Non-Independent Directors, the Board as a whole, Chairman of the Company, after
considering the views of directors. They also assessed the quality, quantity and timelines of flow of information
between the Company Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties. It was noted that the Board is broad based, information is timely provided, decisions are taken
after due deliberations, Board members are encouraged by the Chairman to participate and offertheir independent
advise based on their experience and act in the best interest ofthe companyand its stakeholders.

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the provisions ofSections 124 and 125 ofthe Actand Investor Education and Protection Fund
(Accounting,Audit,Transferand Refund) Rules,2016 ("IEPF Rules"),dividend ofaCompany which remain unpaid or
unclaimed for a period ofseven years from the date oftransferto the Unpaid Dividend Account shall be transferred
by the Company to the Investor Education and Protection Fund ("IEPF").

In terms ofthe foregoing provisions ofthe Act,there is no dividend which remains outstanding or remain to be paid
and required to be transferred to the IEPF by the Company during the year ended 31st March, 2024.

LISTING WITH STOCK EXCHANGE

The Equity shares ofthe Company are listed at BSE Limited. The details of trading, listing fees etc. are given in the
Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions ofthe Revised Secretarial
Standards on Meetings ofthe Board of Directors (SS-1)and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (ICSI).

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 any Regulator or Court orTribunal
impacting the going concern status ofthe Companyand the Company''s operations in future.

However, in the matter ofArbitration between Aditya Birla Finance Limited (ABFL) vs McNally Bharat Engineering
Company Limited (MBECL) and others, the Sole Arbitrator, passed an Interim Order on 30th June 2020 upon the
Company to perform obligations underthe PutOption Agreement dated 24th March 2018. The Company had filed
an application for setting aside the award which was subsequently withdrawn as the disputes between the parties
was settled.

The Hon''ble High Court of Delhi at New Delhi vide its ex-parte, interim order in O.M.P.(I) (COMM.) 459/2019 in KKR
India Financial Services Limited &Anr. Vs. Williamson Magor&Co. Limited &Ors., has, inter-alia, restrained the Company
from selling, transferring, alienating, disposing, assigning, dealing or encumbering or creating third party rights on
their assets. Arbitration proceedings under the aegis of ICC has been initiated by InCred Financial Services Limited
(formerly KKR India Financial Services Limited) and the matter is currently pending.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal controls with reference to financial statements. Internal Audit is carried
out in accordance with auditing standards to review design and effectiveness of internal control system & procedures
to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend
improvement in processes and procedure and the same is placed in the Audit Committee.

The Audit committee regularly reviews audit plan, the adequacy & effectiveness of internal audit systems, and monitors
implementation of internal audit recommendations including those relating to strengthening of company''s risk
management systems.

The financial statements ofthe Company have been prepared in accordance with Indian Accounting Standards (IND
AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time notified under
Section 133 ofthe Companies Act, 2013 (the ''Act'') and other relevant provisions ofthe Act.

RISKMANAGEMENT

Pursuant to the provisions of Regulation 21 ofthe Listing Regulations, the Company is not required to constitute a
Risk Management Committee (''RMC''). However to comply with the Corporate Government requirements for NBFC
notified by the RBI the RMC was formed and a Risk Management Policy has been formulated and being followed The
Company has laid down procedures to inform Board members about the risk assessment and minimization procedures.

It has an appropriate Risk Management system in place for identification and assessment of risks, measures to mitigate
them,and mechanisms for their proper and timely monitoring and reporting. Presently, in the opinion ofthe Board,
there is no such element ofriskwhich may threaten the existence ofthe Company.

CEO AND CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II Part B ofthe Listing Regulations,a certificate from the Chief
Financial Officer ofthe company addressed to the Board of Directors, inter alia, confirming the correctness ofthe
financial statements, compliance with the accounting standards, maintenance of internal control systems for financial
reporting and accounting policies fortheyear ended 31st March, 2024.

VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting
illegal or unethical behaviour. In terms ofSection 177 ofthe Actand listing regulations, a Vigil Mechanism has been
established by the Board, which is supervised by the Audit Committee. Disclosures can be made by a whistle blower
through an e-mail or a letter to the Chairman ofthe Audit Committee. The policy is available on the company''s website
at https://www.williamsonfinancial.in/policy.html.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Remuneration Policy for Directors and Personnel in terms ofSection 178 ofthe Act is appended as Annexure-
4 and is also available on the company''s website at https://www.williamsonfinancial.in/policy.html which forms part
of this Report. As a matter of policy, apart from the Nomination and Remuneration Committee''s role in the
recommendation regarding appointment of Directors and KMP,the Board also considers the suitability ofthe candidate
weighing againstthe necessity ofthe Company before approaching the Members fortheir approval.

PARTICULARS OF EMPLOYEES

The prescribed particulars ofremuneration ofemployees pursuantto Section 197 read with Rule 5 ofthe Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration
of Managerial Personnel) Amendment Rules, 2016, are set out as Annexure-5 forming part ofthis Report.

PREVENTION OF INSIDER TRADING

The Company has adopted Code of Conduct for Prevention of I nsider Trading in compliance with the SEBI (Prohibition
of Insider Trading) Regulations, 2015. All the Directors, employees and other designated persons, who could have
access to unpublished price sensitive information ofthe company are governed by this code. The trading window
regarding dealing with equity shares of the Company is duly closed during declaration of financial results and
occurrence ofany other material event.

AUDITORS & AUDIT REPORT

In terms ofSection 139 ofthe Companies Act, 2013, V. Singhi&Associates, Chartered Accountants (Firm Registration
No. 311017E) was appointed as the Statutory Auditors ofthe Company to hold office for a term of 5 (five) consecutive
years from the conclusion of 49th Annual General Meeting held on 26th September 2022 till the conclusion ofthe
54th Annual General Meeting to be held in the year 2027.

V. Singhi &Associates have conducted auditforthe Financial Year ended 31st March 2024 and furnished their report.
In their Report dated 27th May 2024, V. Singhi &Associates have given Qualified opinion in relation to the Financial
Statements ofthe Companyfor the Financial Year ended 31st March 2024 forthe Financial Year 2023-24.

The Board''s response in relation to the said opinion is as under:-

Qualified Opinion	Management Reply
(a) Non-recognition of Interest Expense We draw attention to Note No 42 of the Financial Statement relating to non-recognition of Interest Expense on secured borrowings from InCred Financial Services Limited (formerly KKR India Financial Services Private Limited) from August, 2019 to March, 2024 and unsecured inter-corporate borrowings. As the matter is under dispute / negotiation, the Company has neither recognized nor ascertained any finance cost on such secured borrowings for the quarter and year ended 31st March, 2024. Further, interest expense on inter-corporate borrowings amounting to Rs. 3,61,831 thousand for Inter-corporate borrowings for the year ended 31st March, 2024 has not been recognized by the Company. As a result, finance costs and liability on account of Interest and Total Comprehensive Loss for the Year ended 31st March, 2024 are understated to that extent.	The Company has disputes with lenders, and therefore interest neither being provided nor paid for in the accounts on such borrowings for the quarter and year ended 31st March, 2024. Further the Company is negotiating with the Lenders. Therefore, the Board of Directors has decided not to recognise interest expense on such borrowings for the period in the Audited Financial Results as the same is unascertainable at present. Further the company has already entered into settlement process with Aditya Birla Finance Limited.
(b) Non-recognition of Provision on Loans and Advances The Company has given unsecured loans in earlier years out of which Rs. 17,18,386 (Rs. in thousand) and interest thereon of Rs. 3,26,925 thousand remained outstanding as on 31st March 2024 against which provision amounting to Rs. 5,45,542 (Rs. in thousand) has been provided in the books. These loans in our opinion are doubtful of recovery and the provision against the balance amount of loans is not made in accordance with Reserve Bank of India Prudential Norms. In the absence of adequate provision there against, the loss for the year ended 31st March, 2024 is understated to that extent. Impact in this respect has not been ascertained by the management and recognized in the Financial Statements.	The management believes that the outstanding dues, net of provision for amounts considered doubtful shall be either recovered or adjusted or restructured considering the outcome of a group level resolution plan/restructuring plan which is under process. Therefore, no further provision or adjustment is contemplated at this stage.
(c) Balances of receivables, unsecured and secured loan creditors and their balance confirmations We draw attention to Note No. 27 ofthe Financial Statement with respect to certain balances relating to Trade Receivables, Other Receivables, Other Payables, Loans, Advances and Borrowings which are subject to reconciliation and confirmation from the parties, and in absence whereof its impact thereof is currently unascertainable and therefore not commented upon.	Certain Balances relating to Loans, Advances and Borrowings are subject to reconciliation and confirmation ofthe parties, impact whereof is not ascertainable at present. Discrepancies, ifany, are not quantifiable at this stage. Further in respect of loan given to Mcnally Bharat Engineering Limited (MBECL) which is under Corporate Insolvency Resolution Process (CIRP).The company had filed claim of Rs. 1,66,950 thousands before the Interim Resolution Professional (IRP) in the CIRP of MBECL. The IRP hasadmitted the claim to the extent ofthe principal amounting to Rs. 50,00,000 only. However the final order has not been passed by NCLT.

Qualified Opinion

Management Reply

(d) Material uncertainty related to Going Concern The Company has defaulted in repayment of borrowings to its financial institutional lenders and others. In view ofthe Management, the Company would be able to improve its net working capital position to discharge its current and non-current financial obligations. However, in view of the uncertainties involved, these events and conditions indicate a material uncertainty which may cast a significant doubt on the Company''s ability to continue as a going concern. Accordingly, the use of going concern assumption of accounting in preparation of this Statement is not adequately and appropriately supported as per the requirements of Indian Accounting Standard 1 "Presentation ofFinancial Statements".

During the year, the Company''s financial performance has been adversely affected due to external factors beyond the control of the Company. A negative net worth eventually occurred due to the classification of certain loans and advances as Non-Performing Assets. The Management is confident that with the Lenders'' and promoters'' support and the effective measures already taken in this respect, the Company will be able to generate sufficient cash inflows through profitable operations and improve its net working capital position to discharge its current and non-current financial obligations. The Company is working with the lenders for engaging on settlement process of outstanding loans. Accordingly and this being a temporary situation for the time being the going concern status ofthe Company is maintained.

INTERNALAUDITOR

Mr. Sunil Kumar Dutta (Membership No. 053131), Chartered Accountantwasappointed as the Internal Auditor ofthe
company for FY 2023-24. He conducts internal audit periodically and submits his report to the Audit Committee.
These Reports have been reviewed by the Audit Committee from time to time. Mr. Dutta informed of his inability to
continue due to some personal engagement. For Financial Year 2024-25 onward, R Dugar & Associates, Chartered
Accountants (Firm Registration No. 324912E), Kolkata have been appointed as the Internal Auditors ofthe Company.

SECRETARIAL AUDIT REPORT

The Board was appointed Vidhya Baid &Co., Practicing Company Secretary as Secretarial Auditor to conduct Secretarial
Audit ofthe Company in terms of Section 204(1) ofthe Companies Act, 2013 for the Financial Year 2023-24 and the
report in prescribed Form MR-3 is appended hereto as Annexure-6forming part ofthis Report.The Secretarial Audit
report does not contain any qualifications or reservations or adverse remarks made by the Secretarial Auditor in their
Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A ofthe SEBI Listing Regulations, the Annual Secretarial Compliance Report issued by a
Practising Company Secretary (PCS) has been submitted to the Stock Exchange within the stipulated time and
uploaded on the website ofthe Company at https://www.williamsonfinancial.in/regulatory.html.

COST RECORDS AND COST AUDIT

Maintenance of Cost Records and requirement of cost audit as prescribed under the provisions of Section 148(1) of
the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

FRAUD REPORTING BY AUDITORS

No fraud has been reported by the Auditors in terms ofSection 143 ofthe Companies Act, 2013during the financial
year under review.

OPENING OF SUSPENSE ESCROW DEMAT ACCOUNT

In accordance with SEBI circular, a separate Suspense Escrow Demat Account has been opened with a Depository
Participant for crediting unclaimed shares in dematerialised form lying in the Company''s Demat Suspense Account.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

During the year under review, no case was reported in terms of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the year under review, there was no application filed by or against the Company for corporate insolvency
process under Insolvencyand BankruptcyCode, 2016 before the NCLT.

However, after the closure of Financial year Vishnu Webtech Pvt. Ltd. have filed application before National Company
LawTribunal (NCLT), Guwahati for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency and
Bankruptcy Code,2016which is being contested bytheCompany.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

The Company has a Directors and Officers Liability Insurance Policy which protects Directors and Officers of the
companyforany breach offiduciary duty.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The SEBI Listing Regulations mandates the top 1000 listed companies by market capitalization must include a Business
Responsibility & Sustainability Report (BRSR) in theirAnnual Report. This requirementaims to enhance transparency
and accountability regarding the environmental, social and governance (ESG) practices of these companies. However,
your Company is not ranked amongst the top 1000 listed entities for the fiscal year 2023-24. Consequently, we are
not required to include the BRSR in the Annual Report for this period.

GREEN INITIATIVES

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 51st AGM are
sent to all members whose email addresses are registered with the Company /Registrar/Depository Participant(s).

As per SEBI Circular SEBI/HO/CFD/PoD-2/P/CIR/2024/4 dated January 5,2023 the requirement of sending physical
copies of annual report to those shareholders who have not registered their email addresses has been dispensed
with for Listed Entities who would be conducting their AGMs till September 30, 2024. In this respect the physical
copies are not being sent to the shareholders. The copy of the same would be available on the website:
https://www.williamsonfinancial.in/financials.html.

The Company is providing e-voting facility to all its Members to enable them to cast theirvotes electronically on all
resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the
Companies (Managementand Administration) Rules, 2014.The instructions for e-voting are provided in the Notice.

INVESTOR RELAT IONS

Your Company always endeavours to keep the time of response to shareholders request / grievance at the minimum.
Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the
earliest possible time.The Shareholders'' Grievance Committee of the Board meets periodically and reviews the status
ofthe Shareholders'' Grievances.

APPRECIATION

Your Directors express their sincere appreciation for the continued co-operation and support extended to the Company
by the Central Government, the Government of Assam, Government Agencies, Regulatory Authorities, Stock Exchanges,
Company''s Bankers, Business Associates, Shareholders and the Community at large.

For and on behalf of the Board

Aditya Khaitan Gaurang S. Ajmera

Director Director

DIN:00023788 DIN:00798218

Place: Kolkata

Date: 13th August, 2024

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Mar 31, 2015

The Directors have pleasure in presenting the Annual Report with the audited Accounts of your Company for the Financial Year ended 31st March, 2015.

ACCOUNTS

The key figures in the results of the Financial Year ended 31st March, 2015 being as under :

(Rs. in Lakhs) (Rs. in Lakhs) Financial Year Financial Year 2014-15 2013-14

Revenue from Operations 1255.11 855.50

Other Income 15.87 0.85

Provision for Diminution written back in the value of Long Term Investments 2991.92 1490.33

Expenses 1738.05 1427.21

Depreciation 1.89 0.65

Provision for Standard Assets / (Written Back) 9.38 (0.08)

Profit/(Loss) for the Year before tax 2513.58 918.90

Tax Expenses (0.11) (0.26)

Profit /(Loss) After Tax 2513.47 918.64

In view of the accumulated loss of the Company no dividend is recommended for the Financial Year 2014-15 and no amount is carried to any Reserve in respect of the period.

STATE OF AFFAIRS

The comparative study of the performance in respect of the Financial Year under review with that of the previous Financial Year shows an overall improvement of the Revenue from Operations by 46.71% due to escalation in the Interest Income by 90.18 % and Dividend Income by 3.70%. Other income mainly represents rental income. Provision for diminution in the value of long term investments written back has been more than doubled on account of increase in the market price of the Shares held by the Company on long term basis. The greater in total expenses during the year is attributable to the higher interest expense for higher borrowing necessitated by the business operations. Provision for Standard Assets had to be created afresh due to the growth in the Company's assets in terms of the short term loans extended and interests receivables therefrom according to the applicable R B I Notification. As a result, the profits before tax increased from Rs.918.90 Lakhs to Rs.2513.58 Lakhs i.e., around 2.74 times of the last year's figure. So also is the rate of growth in the Profit after Tax.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board informs with heavy heart that during the Financial Year under review Mr. D. Khaitan left for his heavenly abode. The Board puts on record its appreciation for His precious contributions and His relentless guidance during His tenure as Director of the Company.

Since the last Report Mr. Amritanshu Khaitan son of Late D. Khaitan who was the elder brother of Mr. Aditya Khaitan, has been appointed as an Additional Director of the Company and he will hold office as such up to the date of the forthcoming Annual General Meeting ('the AGM') according to Section 161 of the Companies Act, 2013 ('the Act') read with the Article 89 of the Articles of Association of the Company.

A notice in terms of Section 160 of the Act has been received from a Member proposing his appointment as Director of the Company at the AGM.

Mr. R.S. Jhawarwill retire by rotation at the AGM and being eligible offers himself for re-appointment.

Mr. S. R. Mundhra has been re-appointed Manager of the Company with effect from 1st April, 2015 for the further period of three years subject to the approval of the Members of the Company at the AGM.

The particulars of appointment / reappointment of Directors at the AGM being given in the Notice convening the AGM.

STATEMENT BY INDEPENDENT DIRECTORS

Declarations regarding meeting the criteria of independence under Section 149(6) of the Act have been received from Independent Directors in terms of Section 149(7) of the Act.

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return (Form MGT-9) in terms of Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached to this Report as Annexure 1which forms part of this Report.

BOARD METINGS

During the Financial Year under consideration four Meetings of he Board of Directors were held.

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 had been followed and there was no material departures therefrom.

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period.

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) There was no instance of fraud reporting by the Auditors under Section143 (12) of the Act not to be given to the Central Government.

(e) The Directors had prepared the annual accounts on a going concern basis.

(f) The existing internal financial controls laid down by the Directors and followed by the Company are adequate and were operating effectively.

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

REMUNERATION POLICY

The Remuneration Policy for Directors and Personnel in terms of Section 178 of the Act is given in Annexure-2 which forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company being an NBFC, Section 186 of the Act does not apply to such transactions of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

No related party transaction in terms of Section 188 of the Act has been entered into during the year under review. The particulars of the ongoing contract is as per Form AOC-2 which is given in Annexure- 2A which forms part of this Report.

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

The Risk Management Committee ('the Committee') of the Company developed the Risk Management Policy for the Company's business ('the Policy') which was approved by the Board. The Policy is monitor by the Committee. Presently, in the opinion of the Board, there is no such element of risk which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY ('CSR') POLICY

Given the Company's limited infrastructure facilities (which it actually shares with other Group Companies) the Board and the Corporate Social Responsibility Committee of the Company approved a Policy to collaborate 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 under Schedule -VII to the Act.

However, at the recommendation of the CSR Committee the Board may approve any project / activity covered under Schedule VII to the Act to be undertaken by the Company independently - whenever the Company will be in a position to execute / perform the same at its own or through any trust / society / company .

COMPOSITION OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility Committee of the Company consists of Mr. T. R. Swaminathan (Chairman), Mr. R. S. Jhawar and Mr. K. K. Baheti.

SPENDING ON CSR

No amount could be spent on CSR during the Financial Year 2014-15 as the Company's average Net Profits of the three Financial Years preceding the Financial Year 2014-15 is negative.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee of the Company has four Members, namely,Mr.T. R. Swaminathan (Chairman), Mr. R. S. Jhawar, Mr. C. K. Pasari and Mr. J. Hazarika.There has been no single instance of the Board not accepting any recommendation of the Audit Committee during the year under review.

ANNUAL EVALUATION

The Independent Directors evaluated the non-Independent Directors and vice versa against the set parameters as previously agreed by the Board Members, on the basis of their individual 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 any Regulator or Court or Tribunal impacting the going concern status of the Company and the Company's operations in future.

ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism in terms of Section 177 of the Act has been established by the Board at its Meeting held on 20th May, 2014 , which is supervised by the Audit Committee.

MANAGEIAL REMUNERATION

Disclosures in respect of Managerial Remuneration in terms of Section 197(12) of the Act read with Rule 5 (1) [saving Rule 5(1)(vii)] of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-3 which forms part of this Report.

MARKET CAPITALISATION AND PRICE EARNING RATIO ETC.

Disclosure under Rule 5(1)(vii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197(12) of the Act is given in Annexure-4 which forms part of this Report.

EMPLOYEE PARTICULARS

No employee of the Company qualifies for any disclosure pursuant to Rule 5(2) read with Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as per Section 197(12) of the Act.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report is given in Annexure-5 in terms of Section 294(1) of the Act,which forms part of this Report.

DISCLOSURE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

Additional disclosures under Clause 49 of the Listing Agreements with the Stock Exchanges including Corporate Governance Report are given in Annexure-6 which forms part of this Report.

AUDITORS

At the 41st Annual General Meeting of theCompany held on 19th September, 2014 Messrs. V. Singhi & Associates, Chartered Accountants were re-appointed the Auditors of the Company from theconclusion of that Meting till the conclusion of the 44th Annual General Meeting i.e. for the period of three consecutive years in accordance with Rule 6 of the Companies (Audit and Auditors) Rules, 2014 read with Section 139 of the Act. Continuation of their appointment as Auditors is subject to ratification by the Members at the forthcoming Annual General Meeting of the Company in terms of the said Section 139.

For and on behalf of the Board

Kolkata A. Khaitan

Date : 28th May, 2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report with the audited Accounts of your Company for the Financial Year ended 31st March, 2014.

In accordance with the General Circular 08/2014 No. 1/19/2013-CL-V dated 4th April, 2014 of the Ministry of Corporate Affairs,the Financial Statements for the Financial Year 2013-14, the Auditors'' Report thereon and this Directors'' Report conform to the provisions of the Companies Act, 1956.

ACCOUNTS

The results of the Financial Year ended 31st March, 2014 are summarisedbelow :

Rs. Rs. Financial Year Financial Year 2013 - 14 2012 - 13

Total Revenue 8,56,35,538 4,87,16,017

Total Expenses 14,27,20,817 9,36,16,923

Depreciation 64,706 63,020

Provision For Diminution in Value of

Non - Current Investments / (14,90,32,283) 5,29,20,689 (Written Back)

Provision for Standard Assets / (7,793) 15,187 (Written Back)

Profit/(Loss) for the Year 9,18,90,091 (9, 78,99,802)

Taxation 25,720 -

Profit After Tax 9,18,64,371 (9, 78,99,802)

In view of the accumulated loss of the Company no dividend is recommended for the Financial Year 2013 - 14.

OPERATIONS

During the year under review the Company recorded a net profit of Rs.9.18 crore as compared to the net loss of Rs.9.79 crore incurred in the previous year. The turn around is attributable to the write back of the Provision for Diminution in the Value of Non - Current Investments as shown above. The improvement in the Stock Market during the year led to the enhancement in the value of the Company''s investments in Shares.

The increase in the expenditure as compared to the last year has been mainly due to the rise in the finance cost representing interest expenses on the short term borrowings , i.e. ICDs and a moderate elevation in the Employees'' Benefit Expenses.

DIRECTORS

According to Section 149 of the new Companies Act, 2013 (''the Act'') the Company is required to have three Independent Directors under the meaning of that Section. To comply with the Listing Agreements with the Stock Exchanges the Company has four Independent Directors as defined in the Listing Agreements, namely, Mr. T. R. Swaminathan, Mr. C. K.Pasari, Mr. J. Hazarika and Mr. G. Saraf who also conform to the meaning of Independent Director as given by Section 149 of the Act.

In accordance with Section 150 of the Act the appointments of the aforementioned Independent Directors are required to be approved by the Company at the forthcoming Annual General Meeting.

In terms of Section 149 of the Act, the Company should have one Woman Director within one year of its coming into force i.e., within 31st March, 2015. The Board will comply with the provision at the earliest opportunity.

In terms of Section 152 of the Act Mr. A. Khaitan will retire by rotation and being eligible, offers himself for re-appointment.

E-VOTING

In terms of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 , the Members may exercise their right to vote through electronic means (''e- voting'') in respect of the Resolutions to be passed at the forthcoming Annual General Meeting. The Notice convening the Meeting indicates the process and manner of e-voting as given in the separate sheet attached thereto.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance along with the Auditors'' Certificate on its compliance is attached.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm and state that:-

* In the preparation of the Accounts the applicable Accounting Standards had been followed with no material departure.

* The Directors had selected such accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and the Profit & Loss Account of the Company for that period.

* The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* The Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS :

Messrs. V. Singhi & Associates, Auditors will hold office till the conclusion of the forthcoming Annual General Meeting of the Company and being eligible signified their willingness to be reappointed. In terms of Section 139 of the Companies Act, 2013 (''the Act''), the Company being existing on or before the commencement of the Act, the Board proposes to seek re-appointment of the Auditors from the conclusion of the forthcoming Annual General Meeting, being the 41st Annual General Meeting of the Company, till the conclusion of the 44th Annual General Meeting i.e. for the period of three consecutive years in accordance with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

For and on behalf of the Board Kolkata A. Khaitan Date : 20th May, 2014 Chairman

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Mar 31, 2013

The Directors have pleasure in presenting the Annual Report with the audited Accounts of your Company for the Financial Year ended 31st March, 2013.

ACCOUNTS

The results of the Financial Year ended 31st March, 2013 are summarised below :

Financial Year Financial Year 2012-13 2011-12 (Rs.in Lakhs) (Rs.in Lakhs)

Total Revenue 487 510

Total Expenses 1466 5114

Profit/(Loss) for the Year (979) (4,604)

In view of the loss on operations no dividend is recommended for the Financial Year 2012-13.

OPERATIONS

During the year under review the Company recorded a net loss of Rs.9.79 crore as compared to net loss of Rs.46.04 crore incurred in the previous year. The substantial reduction of loss is attributable to diminution in value of non-current investments of Rs.5.29 crore as against Rs.42.61 crore made during the previous financial year in terms of the applicable Accounting Standards. The finance cost however was higher at Rs.8.79 crore as compared to Rs.7.86 crore incurred in the earlier year.

A major part of the investments of the Company are held in the Group Companies for strategic reasons on a long term basis. As such, temporary fluctuations in the value of investments in the stock market are not likely to affect the performance of the Company. However, the Company had to make provisions for diminution in value of investments following the applicable Accounting Standards. There may be reversal of the provisions when the stock market becomes steady and/or the market value of the investments held by the Company goes up.

DIRECTORS

Mr. R. S. Jhawar, Mr. K. K. Baheti and Mr. J. Hazarika retire by rotation and being eligible offer themselves for reappointment.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors'' Certificate on its compliance is attached.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm and state that:-

- In the preparation of the Accounts the applicable Accounting Standards had been followed along with along with proper explanation relating to material departures, if any.

- The Directors had selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and the Profit & Loss Account of the Company for that period.

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors had prepared the Annual Accounts on a going concern basis.

COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS ) RULES, 1988

A. Conservation of energy : N.A.

B. Technology absorption : N.A.

C. Foreign Exchange earnings and outgo : Nil

AUDITORS :

Messrs. V. Singhi & Associates will hold office up to the conclusion of the forthcoming Annual General Meeting of the Company and being eligible signified their willingness to be reappointed.

For and on behalf of the Board

Kolkata A. Khaitan

Date : 24th May, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Report with the audited Accounts of your Company for the Financial Year ended 31st March, 2012.

ACCOUNTS

The results of the Financial Year ended 31st March, 2012 are summarised below :

Financial Year Financial Year 2011-12 2010-11 (Rs.in Lakhs) (Rs.in Lakhs)

Profit/(Loss) for the Year before tax (4604) 80

Tax Expenses - Current Tax - 0.50

Profit/(Loss) after tax (4604) 79.50

In view of the loss on operations no dividend is recommended for the Financial Year 2011-12.

OPERATIONS

During the year under review, the total revenue earned by the Company has increased to Rs. 510 Lakhs as compared to Rs.416 Lakhs earned in the previous year. The Company however incurred a higher loss of Rs. 4604 Lakhs primarily due to setting aside as provision for diminution in the value of non-current investments to the tune of Rs. 4261 Lakhs in terms of the applicable accounting standards. Increase in the cost of finance, due to increase in the rate of interest on the existing borrowings and fresh borrowings made during the year had also its impact on the loss sustained by the Company.

However, the market values of some of the long term investments held by the Company have already started appreciating during the current year.

The future performance of the investee companies and the money market conditions will play a vital role to shape the Company's prospective growth.

REGISTERED OFFICE

The Registered Office of the Company has been shifted with effect from 1st February, 2012 to Udayan, House No. 147, 2nd Floor, Ganeshguri, R. G. Barua Road, Guwahati - 781005 for more operational convenience.

DIRECTORS

Mr. Deepak Khaitan, Mr. Chandra Kant Pasari and Mr. Govind Saraf retire by rotation and being eligible offer themselves for reappointment

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors' Certificate on its compliance is attached.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm and state that :-

- In the preparation of the Accounts the applicable Accounting Standards had been followed along with along with proper explanation relating to material departures, if any.

- The Directors had selected such accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and the Profit & Loss Account of the Company for that period.

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors had prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. INDUSTRY STRUCTURE & DEVELOPMENT

The year 2011-12 was a year of unfulfilled expectations for the Indian economy. There has been a slowdown in the economy visible in many sectors primarily on account of falling exports due to European economic crisis, high rate of interest caused by steep inflationary trend and unprecedented high price of crude in the global market. Many sectors including the finance and investment operations have been adversely affected by both domestic and external factors. The cost of funds being very high it was a difficult year not only for the manufacturing units but also for the Companies operating in the investment and the financial sector.

The unfavourable investment climate in the country coupled with significantly low inflow of foreign investment kept the stock market weak for the major part of the year. To increase liquidity RBI reduced CRR in the recent past and also cut the Repo rate by 50 basis points, however these measures are far below the requirement. In an effort to maintain a balance between growth and inflation, RBI is seemingly more concerned about high inflation than slow rate of growth. The financial sector is eagerly waiting for the fall in inflation followed by the rate cut which is likely to help the sector regaining its lost ground.

2. OPPORTUNITIES & THREATS, RISKS & CONCERNS AND BUSINESS OUTLOOK Opportunities : The Company mainly invests in the Companies of the Group to which it belongs, i.e. Williamson & Magor Group which has presence in diversified areas of business, e.g., tea, battery, infrastructure, engineering, etc. This widens the Company's scope of profitable investments in varied fields.

Threats, Risks & Concern : The movements in the stock market greatly influences the financial health of the Company as the Company has to make provision, according to the applicable Accounting Standard. The extraneous factors like the Reserve Bank of India's fiscal measures, especially on the interest rates, etc. influence the Company's performance and invariably generate risk on the Company's operations.

As the Company draws the major part of its revenue from the investments in its Group Companies, the Company has to keep watch on their performance. Presently, the prospects of Group Companies appear steady.

Business Outlook : The Company's investments are mainly strategic and are of long term in nature. The performances of the investee companies appear to present a satisfactory outlook.

3. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has sound Internal Control System ('the system') which is in tune with its volume and line of operations. Internal Audit Report on quarterly and monthly basis ensures effectiveness of the system and its applications. The Audit Committee reviews the internal operations with the Internal Auditors and lays down recommendations, as necessary.

The Fair Practices Code, K Y C Norms, Risk Management Policy, Code of Conduct for Directors and Senior Management Personnel adopted by the Board of Directors play vital roles in the internal control in the management of the Company.

4. HUMAN RESOURCES

There is no material development in the Human Resource front. The Company presently has two employees.

5. COMPLIANCE (PARTICULARS OF EMPLOYEES) RULES, 1975

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended to date do not apply as there is no such employee qualifying for such disclosure.

COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988



A. Conservation of energy : N.A.

B. Technology absorption : N.A.

C. Foreign Exchange earnings and outgo : Nil

AUDITORS :

Messrs. V. Singhi & Associates will hold office up to the conclusion of the forthcoming Annual General Meeting of the Company and being eligible signified their willingness to be reappointed.

For and on behalf of the Board

Kolkata A. Khaitan

Date : 28th May, 2012 Chairman

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Mar 31, 2011

For the Financial Year ended 31st March, 2011

The Directors have pleasure in presenting the Annual Report with the audited Accounts of your Company for the Financial Year ended 31st March, 2011.

ACCOUNTS

The financial results are summarised below :

2010-11 2009-10 (Rs.) (Rs.)

Profit/(Loss) for the Year before 80,11,345 1,46,17,982 tax

Tax Expenses - Current Tax 50,000 —

Profit/(Loss) after tax 79,61,345 1,46,17,982

Profit/(Loss) brought from the previous year (58,47,44,220) (59,93,62,202)

(Loss) carried to Balance Sheet (57,67,82,875) (58,47,44,220) In view of accumulated loss no dividend is recommended for the Financial Year 2010-11.

OPERATIONS

Overall business conditions of the Company during the Financial Year under review remained steady. The decrease shown in the Net Profit figure from the prior Year’s Rs. 146.11 Lakhs to the present Rs. 80.11 Lakhs is mainly attributable to the Provision for Diminution in the Value of Long Term Investments of Rs. 185 Lakhs. In the prior Year Rs. 1 Crore had been written back on this Account. Some leasing business assets which did not have any substantial value in the books were disposed of as the Company had no significant activities in the leasing business for long. So far as this business is concerned, the Board will continue to consider suitable opportunities as will be available from time to time and take steps accordingly.

DIRECTORS

Mr. Aditya Khaitan, Mr. T.R. Swaminathan and Mr. Rama Shankar Jhawar retire by rotation and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors' Certificate on its compliance is attached.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm and state that :-

- In the preparation of the Accounts the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any.

- The Directors had selected such accounting policies, applied them consistently, made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and the Profit & Loss Account of the Company for that period.

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors had prepared the Annual Accounts on a going concern basis.



COMPLIANCE (PARTICULARS OF EMPLOYEES) RULES, 1975

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 as amended to date do not apply as there is no such employee qualifying for such disclosure.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. Conservation of energy N. A.

B. Technology absorption N. A.

C. Foreign exchange earnings and outgo Nil

AUDITORS

Messrs. V. Singhi & Associates will hold office up to the conclusion of the forthcoming Annual General Meeting of the Company and being eligible signified their willingness to be re-appointed.

For and on behalf of the Board

A. Khaitan Chairman

Kolkata Date : 30th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Annual Report with the audited Accounts of your Company for the Financial Year ended 31st March, 2010.

ACCOUNTS

The financial results of the Financial Year ended 31st March, 2010 are summarised below :

2009-10 2008-09

(Rs.) (Rs.)

Profit/(Loss) for the Year before tax 1,46,17,982 (13,00,771)

Fringe Benefit tax - 15,000

Profit/(Loss) after tax 1,46,17,982 (13,15,771)

(Loss) brought from the previous year (59,93,62,202) (59,80,46,431)

(Loss) carried to Balance Sheet (58,47,44,220) (59,93,62,202)

In view of accumulated loss no dividend is recommended for the Financial Year 2009-10.

OPERATIONS

Your Directors are pleased to report that in the year under review the Company has been able to earn a net profit of Rs.146.18 lakhs against a loss of Rs.13.01 lakhs suffered in the previous year. The improvement in performance is attributed to increase in income, substantial reduction in debts resulting in saving in interest costs and writing back of the provision to the extent of Rs.1 crore made earlier for diminution in the value of long term investments. The Company during the year has recovered loans and advances to the tune of Rs.7.37 crores, a major part of which has been utilized in repayment of loans. The positive impact of this will be felt more in the current year in the form of substantial reduction in interest costs. With the revival of the Indian economy after the deep financial crisis witnessed by the major economies in the world, the capital market in India has gained considerable strength resulting in substantial increase in the market value of most of the shares held by your Company as long term investment. This has enabled the Company to write back diminution of the value of certain long term investments for which provisions were made earlier in the Accounts. This has improved the financial performance of the Company to a great extent during the year under review.

DIRECTORS

Mr. K. K. Baheti and Mr. J. Hazarika retire at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors Certificate on its compliance is attached.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm and state that :-

- In the preparation of the Accounts for the Financial Year ended 31st March, 2010 the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any.

- The Directors had selected such accounting policies, applied them consistently, made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and the Profit & Loss Account of the Company for that period.

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS REPORT :

Regarding the treatment of year-end diminution in the value of long term investments, Note : 2 in Schedule 5 is self explanatory.

COMPLIANCE (PARTICULARS OF EMPLOYEES) RULES, 1975

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees ) Rules, 1975 do not apply as there is no such employee qualifying for such disclosure.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. Conservation of energy : N. A.

B. Technology absorption : N. A.

C. Foreign exchange earnings and outgo : Nil

AUDITORS

Messrs. V. Singhi & Associates will hold office up to the conclusion of the forthcoming Annual General Meeting of the Company and being eligible signified their willingness to be re-appointed.

For and on behalf of the Board

Kolkata A. Khaitan

Date : 14th May, 2010 Chairman