Notes to Accounts of Williamson Financial Services Ltd.

Mar 31, 2024

2.12. Provision, Contingent Liabilities and Contingent Assets

a. Provisions

Provisions are recognised only when there is a present obligation (legal or constructive), as a result of past
events, and it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation, and a reliable estimate of the amount of obligation can be made at the reporting date. These
estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Provisions are
discounted to their present values, where the time value of money is material.

b. Contingent Assets/ Liabilities

A contingent liability is a present obligation that arises from past events, where it is either not probable that
an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. A
contingent liability is disclosed. Contingent liabilities are also disclosed when there is a possible obligation
arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence
ofone or more uncertain future events not wholly within the control ofthe Company.

Claims against the Company, where the possibility of any outflow of resources in settlement are remote, are
not disclosed as contingent liabilities.

Contingent assets are not recognised in the Financial Statements since this may result in the recognition of
income that may result in the recognition ofincome that may never be realised. A contingent asset is disclosed
where an inflow ofeconomic benefits is probable.

2.13. Recent Accounting Pronouncements

The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules,
2023 dated 31st March 2023 to amend the following Ind AS which are effective for annual periods beginning
on or after 1st April 2023. The company has given effect to these amendments during the reporting period.

a. Definition of Accounting Estimates - Amendments to Ind AS 8

The amendments clarify the distinction between changes in accounting estimates, changes in accounting
policies and the correction of errors. It has also been clarified how entities use measurement techniques and
inputs to develop accounting estimates.

The amendments had no impact on the company''s financial statements.

b. Disclosure of Accounting Policies - Amendments to Ind AS 1

The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing
the requirement for entities to disclose their ''significant'' accounting policies with a requirement to disclose
their ''material'' accounting policies and adding guidance on how entities apply the concept of materiality in
making decisions about accounting policy disclosures.

The amendments have had an impact on the Company''s disclosures of accounting policies, but not on the
measurement, recognition or presentation of any items in the Company''s financial statements.

c. Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to Ind AS 12

The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer
applies to transactions that give rise to equal taxable and deductible temporary differences such as leases.

The amendments had no impact on the company''s financial statements.

The Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31,2024, MCA has not notified
any new standards or amendments to the existing standards applicable to the Company.

B) Other Commitments

In the Matter of InCred Financial Services Limited (formerly KKR Financial Service Private Limited) The Company has been restrained
from selling, transferring, alienating, disposing, assigning, dealing or encumbering or creating third party rights on their assets
of the Company vide ex-parte, interim order passed by Hon''ble High Court of Delhi in O.M.P.(I) (COMM.) 459/2019 dated 13th
December, 2019.

27. Balance Confirmation

Outstanding balances of Trade Receivables, Other Receivables and Other Payables, Loans and Advances and Borrowings are subject to
confirmation from the respective parties and consequential adjustments arising from reconciliation, if any. Although the management
is of the view that there will be no material discrepancies in this regard, with respect to certain balances, including non-reconciliation
of balances with secured loan creditor and balance confirmation thereof, adjustments/impacts are currently not ascertainable and may
affect the Financial Statements materially.

B. Measurementoffairvalues

i) Financial instruments-fairvalue

Thefairvalue offinancial instruments as referred to in note (A) above havebeen classified into three categories depending on the
inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical
assets or liabilities.

(Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurement). The categories used are as follows:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices;

Level 2: Thefairvalue offinancial instruments thatarenot traded in activemarket is determined usingvaluation technique which
maximizes the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs
required tofairvalueon instrumentareobservable, the instrument is included in level 2;and

Level 3: If one or more of significant input is not based on observable market data, the instrument is included inlevel 3.

ii) Transfersbetweenlevelslandll

There has been no transfer in between level I and level II.

iii) Valuation techniques (Investment in equity instruments)

1. The majority equity instruments held by the Company are actively traded on stock exchanges with readily available active prices
on a regular basis. Such instruments are classified as level 1.

2. Equity investments in unquoted instruments are fair valued using the valuation technique and accordingly classified as level 3.

35. The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year
end, the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable
losses, details whereof need to be provided under any law/Indian Accounting Standards.

36. Risk Management

The Company''s principal financial liabilities comprise borrowings and trade payables. The main purpose of these financial liabilities
is to finance the Company''s operations and to support its operations. The Company''s financial assets include Investments, Loan,
Trade Receivables and Cash and Cash equivalents that derive directlyfrom its operations.

The Company is exposed to credit risk, liquidity riskand market risk.The Company''s board ofdirectors has an overall responsibility
for the establishment and oversight of the Company''s risk management framework. The board of directors has established the
risk management committee, which is responsible for developing and monitoring the Company''s risk management policies. The
committee reports to the board ofdirectors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed to reflect
changes in market conditions and the Company''s activities.

The Company''s risk management committee oversees how management monitors compliance with the Company''s risk management
policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

1) Credit risk

Credit risk is the risk of financial loss to the Company if a customer fails to meet its contractual obligations and arises principally
from the Company''s receivables from customers and loans. The carrying amounts of financial assets represent the maximum credit
riskexposure.

Trade Receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management
also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the
industry.

An impairmentanalysis is performedat each reporting date based on thefactsand circumstancesexistingon that date to identify
expected losses on account of time value of money and credit risk. For the purposes of this analysis, the trade receivables are
categorised into groups based on days past due. However, company has not made provision for impairment due to ongoing
restructuring process.

Cash and cash equivalent and Bankdeposits

Credit risk on cash and cash equivalent and bank deposits is limited as the Company generally invests in term deposits with banks.

2) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with its financial liabilities.
The Company''s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due.

The Company is monitoring its liquidity risk by estimating the future inflows and outflows during the start of the year and planning
accordingly the funding requirement. The Company manages its liquidity through term loans and inter-corporate deposits.

The table below summarises the maturity profile of the Company''s non-derivative financial liabilities based on contractual
undiscounted payments along with its carrying value as at the balance sheet date.

3) Market risk

Market risk is the riskthat thefairvalueoffuturecash flows ofafinancial instrument will fluctuate because ofchanges in market
prices.

Market risk includes interest rate risk and foreign currency risk. The objective of market risk management is to manage and control
market risk exposures within acceptable parameters, while optimising the return.

39. Segment Reporting

The Company is engaged in the business of Financial Services, which as per Ind AS-108 is considered the only reportable Business
Segment. The geographical segmentation is not relevant, as theCompanydid not have any overseasoperations during theyear.

40. Provision on Standard Asset

Based on Notification no. DNBR.008/CGM(CDS)-2015 dated 27th March, 2015, provisions are made for standard assets at 0.25
percent of the balance of such assets as at 31st March, 2024. In the current year the Company does not have any standard assets
as at 31st March, 2024.

41. Due to continuous losses, the Company''s Net Worth has been fully eroded. The accounts, however, have been prepared on a going-
concern basis, taking into consideration the Company''s improvement strategy, or a plan that will result in debt restructuring for
the business.ThevalueoftheCompany''s interests in theoperatingfirms ofthe group will increasesignificantlyasa result ofdebt
restructuring. TheCompany has consistently madeall required steps to collect outstanding debtfrom its borrowers.The Company
believes that in order to lower the Net Performing Assets and boost the Company''s net worth, the loan and interest recovery will
be further increased in the upcoming time. Additionally, the Company is negotiating with the secured lenders to pay off their
debts in the forthcoming financial years.

42. Non-recognition of Interest Expense

a) The Company has requested the Inter-Corporate lenders to consider the waiver of interest for the current financial year which
is yet to be confirmed. Accordingly, interest expense of Rs. 3,61,831 thousand on inter-corporate borrowings for the year
ended 31st March, 2024 (Rs. 3,62,331 thousand for the year ended 31st March, 2023) has not been recognized in the Financial
Statements.

b) The Company is in dispute with its Secured Lender, namely InCred Financial Services Limited (formerly KKR Financial Services
Limited). As the matter is under litigation, the Board of Directors has decided not to recognise interest expense on its
borrowings for the current period in the Audited Financial Statement as the same is unascertainable at present.

c) The Company had defaulted in the repayment of its term loan from its Secured Lender, namely Aditya Birla Finance Limited
and subsequently had not recorded interest expense on such borrowings. However, during the year, the Company has entered
into a settlement agreement with the respective lender as disclosed in Note No. 43 (A).

43. A. The Company had availed a term loan of Rs.15,00,000, thousands from Aditya Birla Finance Ltd. (ABFL) in 2017. However, it

defaulted in the repayment of the term loan. The Security Trustee invoked securities given by the Companyfrom time to time
without any intimation/ confirmation. The Company has entered into a settlement agreement dated 7th June, 2023 with
ABFL to make settled payment of Rs. 2,50,000 thousand, to be payable by a group company in full discharge of its remaining
balance of term loan in three tranches along with the appropriation of proceeds from the sale of Neemrana Land, mortgaged
as security by Vedica Sanjeevani Project Private Limited and Christopher Estates Private Limited. Upon fulfilment of the
aforementioned terms, the company shall bedischarged ofits liabilities against ABFL.The amount ofRs. 2,50,000thousand
payable by the Group Company under the Settlement Agreement has since been paid and has been recorded in books. The
sale of Neemrana Land is under process and the settlement process is yet to be completed in its entirety. Further adjustments
will be recorded on the completion ofthe settlement procedure in entirety.

B. In the earlier years, a Group company had entered into a Share Subscription Shareholder''s Agreement along with a Put Option
Agreement dated 24th March, 2018 with Aditya Birla Finance Limited (ABFL) by which ABFL had agreed to invest in Compulsory
Convertible Preference Shares (CCPS) to the tune of Rs. 7,00,000 thousand. On failure of ABFL to realize the amount on
invocation of the aforementioned CCPS, it initiated arbitration proceedings against the company and its group companies.
However, the Company along with its Group Companies had entered into consent terms for settling the dues on 7th June,
2023 with ABFL. Pursuant to the settlement procedure, an application for disposal of the arbitration proceedings was filed
with the Hon''ble Arbitrator, which has been disposed of vide its order dated 26th October, 2023.

C. In the earlieryears, Group companies ofthe company had issued non-convertible debentures worth Rs. 25,00,000 thousand
to IL & FS Asset Management Limited, for which the Company had given its assets as securities. The group companies had
defaulted in the repayment of the said debentures. The Debenture Trustee has invoked securities given by the Companyfrom
time to time withoutanyintimation/confirmation,effects of which have been disclosed in Note No.44.TheCompanyalong
with its groupcompanies had entered intoasettlementagreement dated 5th May, 2023 wherebythegroupcompanies have
agreed to pay a sum of Rs. 4,96,700 thousand as cash consideration along with appropriation of proceeds from the sale of
Neemrana Land, which had been mortgaged as security by Vedica Sanjeevani Project Limited and Christopher Estates Private
Limited. The impact of the above will be recognized on the completion of the settlement procedure, if any.

D. In the earlier years, the Debenture Trustee had invoked various securities owned by the company for debentures issued by
the group company to the tune of Rs. 70,802 thousand which was shown as ''Trade Receivable'' and the same has been adjusted
against ''Other Payables''ofthe Group Company on confirmation from Group Company.

E. The Term Loan taken by the Companyfrom Aditya Birla Finance Limited against security of Neemrana Land Jointly owned
by Vedica Sanjeevani Project Limited and Christopher Estates Private Limited has been acquired by Aditya Birla Financial
Limited under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. The Impact
ofthe above will be recognized upon the completion ofthe settlement process as stated above.

44. The company had pledged certain shares investments to the lenders/security trustees for loans availed by the company and by
other group of companies. Due to default in repayment of borrowings certain shares and other investments were invoked by
lendersand bytrusteeson behalfofthe lenders.Thedetails areasfollows:

• Details of invocation with the sales value and the adjustments thereof are confirmed by "Yes Bank". As per the details, the shares
pledged for loan taken by "McLeod Russel India Limited", were sold @ Rs. 60.87. The same was adjusted against the principal of
intercorporate borrowing taken from McLeod Russel India Limited by Rs. 2,38,025 thousand in FY 2019-2020. Subsequently, on
inter-company reconciliation the same is transferred and adjusted from interest payable instead of principal payable to "McLeod
Russel India Limited" in F.Y. 2020-2021.

• For the invocations done by security trustee "Vistra ITCL (India)" the details of sales value and its adjustment with the loan is not
provided by the lender and, therefore, the value has been taken at the market price on the date of invocation. Accordingly, the
Profit/Loss thereof has been calculated and adjusted with Loan taken from Aditya Birla Finance Limited (as these instruments were
pledged for Loan taken from Aditya Birla Finance Limited).

• All the invocations of pledged share on 16th June, 2020 was done by DMI Finance Private Limited for its loan. The rate at which
the invocations are done are not known to the company hence market rate of shares prevailing on the date of invocation is
considered in the Financial Statements. The value thus arrived at of the invocation is adjusted against its loan, from DMI Finance
Private Limited resulting in the lender''s Debit balance of Rs. 4,101 thousand which is shown as Other Receivable (Refer Note No.5).

• The invocation ofpledged shares on 14th July, 2020 isdone by IL&FS FinanceService Limitedforloan taken by agroup company,
namely Williamson Magor & Co. Ltd. The same has been adjusted against the payable to the Company.

• The invocation ofpledged shares on 7th Oct,2020 is done by Vistra ITCL (India) for loan taken by Babcock Borsig Limited and the
same is adjusted against the loan taken from them.

• Investmentof Williamson Magor&Co. Limited in 9,300Thousand NumberofEquitySharesofMcnally Bharat Engineering Limited
invoked by DMI Finance Private Limited in the Financial Year2020-21 and 2021-22.The Valueofinvocation ofRs.52,719Thousand
were transferred to DMI Finance Private Limited under the head ''Other Receivable'' (Refer Note 5) and credited to Williamson Magor
& Co. Limited under the head ''Other Payable''. (Refer Note 12).

As no confirmation and acknowledgement was received from the lenders or trustees of the lender except from Yes Bank, in respect
ofthe invocation ofshares pledged forthe loan taken by theCompanyand thattaken by othergroup companies, the invocation
value of shares was taken at the market rate prevailing on the date of invocation recognising the profit or loss thereon in the
respective years and adjusting the corresponding loan taken or the accounts of the group companies as the case may be.
During theearlieryears, thecompanyhad given InterCorporate Loan to McNally Bharat EngineeringCompany Limited ("MBECL").
On 29th April 2022 National Company Law Tribunal ("NCLT") Kolkata Branch II has passed the order against MBECL for initiation
oftheCorporate Insolvency Resolution Process (CIRP) as perthe provision ofthe Insolvency Bankruptcy Code, 2016. The company
hadfiled its claim of Rs. 1,66,950 (Rs. in thousand) beforethe Interim Resolution Professional (IRP) ofMBECL including unrecorded
interest of Rs. 20,635. The IRP had admitted the Claim to the extent of the principal amounting to ? 5,000 (Rs. in thousand) only.
The Company has already made provisions against the Inter-corporate deposit given and its interest of Rs. 1,46,315 (Rs. in thousand)
recorded in the books.

46. Corporate Social Responsibility

As per section 135 ofthe Companies Act 2013, the Company is required to spend, in every financial year, at least 2% of the Average
net profit made during three immediately preceding financial years. Since the Company did not meet the criteria as specified in
section 135 ofthe Companies Act, 2013 in the immediately preceding financial year, Corporate Social Responsibility was not
applicable on the Company in the current financial year.

47. Additional Regulatory Information

i. There are no immovable properties held by the company as on 31st March 2024 and 31st March 2023 so disclosure regarding
Title deeds thereof is not applicable.

ii. There is no Investment Property held by the company as on 31st March 2024 and 31st March 2023 so disclosure regarding
valuation by a registered valuer as defined under Rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017 is not
applicable.

iii. There are no intangible assets during the year so disclosure regarding valuation by a registered valuer as defined under Rule
2 ofCompanies (Registered Valuersand Valuation) Rules, 2017 is not applicable.

iv. Thereare no transactions recorded in thebooksofaccounts which have been surrendered ordisclosed as incomeduringthe
yearin theTaxAssessments underthe Income TaxAct, 1961(Such as, search orSurveyorany otherrelevant provisions ofthe
Income Tax Act,1961), unless there is immunityfor disclosure underanyscheme. Also, there is no such previously unrecorded
income and related assets have been properly recorded in the books of account during the year.

v. The Company has not undertaken anytransaction with thecompanies struckoffundersection 248ofCompanies Act, 2013
or section 560 of the Companies Act, 1956.

vi. No Proceedings have been initiated orare pendingagainstthecompanyforholdingany Benami Property underthe Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, so disclosure regarding this is not applicable.

vii. No borrowingsfrom banks andfinancial institutions have been taken by thecompanyon the basisofthesecurityofcurrent
assets.

viii. The Company has not been declared wilful defaulter by any bank or financial institution or other lender in accordance with
the guidelines issued by the Reserve Bank of India.

ix. The company has used the borrowing from banks and financial institutions for the specific purpose for which it was taken
at the Balance Sheet date, so disclosure regarding this is not applicable.

xi. The Company does not have any investment in subsidiary companies so disclosure regarding the number of layers prescribed
under clause 87 ofsection 2ofthe Act read with Companies (Restriction on NumberofLayers) Rules, 2017is notapplicable.

xii. No such scheme of arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the
Companies Act, 2013, so disclosure regarding this is not applicable.

xiii. No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (eitherfrom
borrowedfundsorshare premium oranyothersources or kind offunds) by theCompanytoorin anyother person orentity,
including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend to or invest in other persons or entities identified in any manner
whatsoever by or on behalfof the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf
ofthe Ultimate Beneficiaries.

xiv. No funds (which are material either individually or in the aggregate) have been received by the Company from any person
orentity, includingforeign entity("Funding Parties"), with the understanding, whetherrecorded in writingorotherwise,that
the Company shall, whether, directly or indirectly, lend to or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalfofthe Ultimate Beneficiaries.

48. As per RBI Master Direction DNBR. PD. 008/03.10.119/2016-17 dated September 1,2016, additional disclosures are required
in the Annual Financial Statements as follows:

i) Registration / Licence/ authorization obtained from Financial Sector Regulators:

The Company had received certificate of registration as a non-deposit taking non-systematically important Non- Banking
Financial Companyfrom Reserve BankofIndia dated 21st May, 1998 having COR Number08.00053.

ii) Ratings assigned by credit rating agencies and migration of ratings during the year:

The Company has not evaluated its credit worthiness in any manner.

iii) Penalties levied during the year:

No penalties were levied on the Company during the year ended 31st March, 2024.

iv) Off- Balance Sheet Exposure:

The Companyhas Nil Off BalanceSheet Exposureason 31st March, 2024.

v) Provision and Contingencies

Break up of Provision and Contingencies shown under the head Expenditure in the Statement of Profit & Loss

Signature to Notes 1 to 50
As per our report of even date

Forand on behalf of the Board of Directors

For V. Singhi & Associates

CharteredAccountants

AdityaKhaitan GaurangSAimera

Firm Registration No: 311017E . , ‘

(Director) (Director)

(D.PalChoudhury) DIN:00023788 DIN: 00798218

Partner

^MembershiP^{No: 01}®⁸³⁰ S.R.Mundhra Ekta Benia

Place:Kolkata (CFO&Manager) (CompanySecretary)

^{Date: 27t}h ^May, ²⁰²4 Membership No.:ACS43551

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Mar 31, 2015

1. Contingent Liabilities not provided for in respect of pledge of certain shares held by the Company in respect of loan availed by third party amounting to Rs.4723.03 Lacs.

2. The Company has been registered as a Non-Banking Financial Company with the Reserve Bank of India.

3. In respect of items of Fixed Assets covered by Revaluation as mentioned in Note 8(a) depreciation has been calculated on their respective revalued amounts and includes additional charge of Rs.86,718/ - (previous year Rs.95,884/-)which has been transferred from Revaluation Reserve, such transfer according to an authoritative professional view, being acceptable for the purpose of the Company's financial statements.

4. The Reserve Bank of India (RBI) vide its Notification No. DNBS. 223/CGM (US) - 2011 dated 17th January, 2011 has issued direction to all NBFCs to make provision of 0.25% against standard assets with immediate effect. Accordingly, the Company has made provision of Rs. 9,38,250/- for the year (previous year provision written back Rs.7,793/-) against standard assets which has been charged to the Statement of Profit and Loss.

5. Provision for diminution in the value of Long Term Investments for unquoted shares is not made in the financial statements as it is not permanent in nature.

6. Provisions for Non-Performing Assets in Note 4 to the Balance Sheet includes the following:

7. The Company is engaged in the business of financial services, which as per Accounting Standard 17 is considered the only reportable business Segment. The geographical segmentation is not relevant, as the Company did not have any overseas operations during the year.

8. Information given in accordance with the requirements of Accounting Standard 18 on Related Party Disclosures issued by the Institute of Chartered Accountants of India:

A) List of Related Parties

i ) Name of the Key Management Personnel of the Company

a) Non Executive Directors - Mr. Aditya Khaitan

Mr. Amritanshu Khaitan

(Appointed as Additional Director wef 31st March, 2015)

Mr. Deepak Khaitan

(Expired on 9th March, 2015)

Mr. T. R. Swaminathan

Mr. R. S. Jhawar

Mr. K. K. Baheti

Mr. C. K. Pasari

Mr. J Hazarika

Mr. G. Saraf

Ms. N.Khaitan

(Appointed wef19th September, 2014)

b) Manager Mr. S.R.Mundhra

c) Company Secretary Mr. P. Bandyopadhyay

d) Relative of Key Management Personnel Mrs. Krishna Mundhra

e) Enterprise Exercising Significant Influence Williamson Maknam Limited, U.K

ii) Name of the Company in which Key Management Personnel is interested

Kanta Management Services Private Limited

B) Disclosure of transactions with Key Management Personnel and the Company in which Ke Management Personnel is having substantial interest and the status of outstanding amount.

i) Transactions during the year with

iii) Details of remuneration to Key Management Personnel is disclosed in Note 26.

iv) Amount paid to relative of Key Management Personnel amounting to Rs. 2,79,600/- (Previous year Rs. 1,90,800/-)

9. The timing difference relating mainly to depreciation and unabsorbed losses results in net deferred credit as per Accounting Standard 22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India. As a prudent measure the net deferred tax asset relating to the above has not been recognized in the financial statements.

10. As per section135 of the Companies Act 2013, the Company is required to spend, in every financial year, at least 2% of the average net profit made during the three immediately preceding financial years. Since the Company has an average net loss of Rs.15,54,63,867 during the said period, hence the Company did not spend any amount in Corporate Social Responsibility activities during the current Financial Year.

11. Previous years' figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2014

1.a) i) 4,78,793 Shares out of the issued and subscribed share capital were allotted pursuant to a contract without payment received in cash.

ii) 46,76,103 Shares out of the issued and subscribed share capital were allotted pursuant to the schemes of Amalgamtion without payment received in cash.

iii) 20,78,825 Shares out of the issued and subscribed share capital were allotted as Bonus Shares by capitalisation of General Reserve.

b) The shareholders have the right to declare and approve dividends, as proposed by the Board of Directors for any financial year, to be paid to the members according to their rights and interest in the profits. However, no larger dividend shall be declared than is recommended by the Board of Directors.

c) In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

*Note: Created in accordance with the Reserve Bank of India(Ammendment) Act, 1997 as applicable to Non-Banking Financial Companies.

2. Contingent Liabilities not provided for in respect of pledge of certain shares held by the Company in respect of loan availed by third party amounting to Rs.5472.80 Lacs.

3. The Company has been registered as a Non-Banking Financial Company with the Reserve Bank of India.

4. In respect of items of Fixed Assets (covered by Revaluation as mentioned in Note 9(a) depreciation has been calculated on their respective revalued amounts and includes additional charge of Rs.95,884/ - (previous year Rs.100,931/-) which has been transferred from Revaluation Reserve, such transfer according to an authoritative professional view, being acceptable for the purpose of the Company''s financial statements.

5. The Reserve Bank of India (RBI) vide its Notification No. DNBS. 223/CGM (US) - 2011 dated 17th January, 2011 has issued direction to all NBFCs to make provision of 0.25% against standard assets with immediate effect. Accordingly, the Company has written back provision of Rs. 7,793/- for the year (previous year Rs.15,187/-) against standard assets which has been charged to the Statement of Profit and Loss.

6. Provision for diminution in the value of Long Term Investments for unquoted shares is not made in the financial statements as it is not permanent in nature.

7. The Company is engaged in the business of financial services, which as per Accounting Standard 17 is considered the only reportable business Segment. The geographical segmentation is not relevant, as the Company did not have any overseas operations during the year.

A) Disclosure of transactions with Key Management Personnel and the Company in which Key Management Personnel is having substantial interest and the status of outstanding amount.

i) Details of remuneration to Manager is disclosed in Note 27.

ii) Amount paid to relative of Key Management Personnel amounting to Rs. 1,90,800/- (Previous year Rs. 1,62,000/-)

8. The timing difference relating mainly to depreciation and unabsorbed losses results in net deferred credit as per Accounting Standard 22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India. As a prudent measure the net deferred tax asset relating to the above has not been recognized in the financial statements.

9. Previous years'' figures have been regrouped / rearranged wherever necessary.

Notes:

1 As defined in paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

2 Provisioning norms shall be applicable as prescribed in Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

3 All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or currrent in (4) above.

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Mar 31, 2013

1. Contingent Liabilities not provided for in respect of pledge of certain shares held by the Company in respect of loan availed by third party amounting to Rs. 6,109.23 Lacs.

2. The Company has been registered as a Non-Banking Financial Company with the Reserve Bank of India.

3. In respect of items of Fixed Assets [covered by Revaluation as mentioned in Note 9(a)] depreciation has been calculated on their respective revalued amounts and includes additional charge of Rs.1,00,931/- (previous year Rs.1,06,243/-) which has been transferred from Revaluation Reserve, such transfer according to an authoritative professional view, being acceptable for the purpose of the Company''s financial statements.

4. The Reserve Bank of India (RBI) vide its Notification No. DNBS. 223/CGM (US) - 2011 dated 17th January, 2011 has issued direction to all NBFCs to make provision of 0.25% against standard assets with immediate effect. Accordingly, the Company has made provision of Rs.15,187/- for the year (previous year Rs.1,08,420/-) against standard assets which has been charged to Statement of Profit and Loss.

5. Provision for diminution in the value of Long Term Investment for unquoted shares is not made in the financial statements as it is not permanent in nature.

6. Provisions for Non-Performing Assets in Note 5 to the Balance Sheet includes the following :

7. The Company is engaged in the business of financial services, which as per Accounting Standard (AS) 17 is considered the only reportable business Segment. The geographical segmentation is not relevant, as the Company did not have any overseas operations during the year.

8. Information given in accordance with the requirements of Accounting Standard (AS) 18 on Related Party Disclosures issued by the Institute of Chartered Accountants of India :

A) List of Related Parties

i) Names of the Key Management Personnel of the Company

a) Non Executive Directors - Mr. A. Khaitan

Mr. D. Khaitan Mr. T. R. Swaminathan Mr. R. S. Jhawar Mr. K. K. Baheti Mr. C. K. Pasari Mr. J. Hazarika Mr. G. Saraf

b) Manager - Mr. S. R. Mundhra

c) Relative of Key

Management Personnel - Mrs. Krishna Mundhra

d) Enterprise Exercising Significant Influence - Williamson Maknam Limited

ii) Name of the Company in which Key Management Personnel is interested Kanta Management Services Private Limited

B) Disclosure of transactions with Key Management Personnel and the Company in which Key Management Personnel is having substantial interest and the status of outstanding amount.

9. The timing difference relating mainly to depreciation and unabsorbed losses results in net deferred credit as per Accounting Standards (AS) 22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India. As a prudent measure the net deferred tax asset relating to the above has not been recognized in the financial statements.

10. Previous years'' figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2012

1. Contingent Liabilities not provided for in respect of pledge of certain shares held by the Company in respect of loan availed by third party amounting to Rs. 5225.32 Lacs.

2. The Company has been registered as a Non-Banking Financial Company with the Reserve Bank of India.

3. In respect of items of Fixed Assets (covered by Revaluation as mentioned in Note 9a) depreciation has been calculated on their respective revalued amounts and includes additional charge of Rs.1,06,243 (previous year Rs.1,11,835) which has been transferred from Revaluation Reserve, such transfer according to an authoritative professional view, being acceptable for the purpose of the Company's Accounts.

4. The Reserve Bank of India (RBI) vide its Notification No. DNBS. 223/CGM (US) - 2011 dated 17th January 2011 has issued direction to all NBFCs to make provision of 0.25% against standard assets with immediate effect. Accordingly, the Company has made provision of Rs. 1,08,420 for the year against standard assets which has been charged to Statement of Profit and Loss.

5. Provision for diminution in the value of Long Term Investment for unquoted shares is not made in the financial statement as it is not permanent in nature.

6. Provisions for Non-Performing Assets in Note 5 to the Balance Sheet includes the following :

7. The Company is engaged in the business of financial services, which as per Accounting Standard 17 is considered the only reportable business Segment. The geographical segmentation is not relevant, as the Company did not have any overseas operations during the year.

8. The timing difference relating mainly to depreciation and unabsorbed losses results in net deferred credit as per Accounting Standards 22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India. As a prudent measure the net deferred tax asset relating to the above has not been recognized in the Accounts.

9. Previous years' figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2011

1. Contingent Liabilities not provided for in respect of pledge of certain shares held by the Company in respect of loan availed by third party amounting to Rs. 113.67 Lacs.

2. The Company has been registered as a Non-Banking Financial Company with the Reserve Bank of India.

3. In respect of items of Fixed Assets (covered by Revaluation as mentioned in Note 1 in Schedule 3) depreciation has been calculated on their respective revalued amounts and includes additional charge of Rs.1,11,835 which has been transferred from Revaluation Reserve, such transfer according to an authoritative professional view, being acceptable for the purpose of the Company's Accounts.

4. As per terms of the Lease Agreement, during the year Leased Assets have been transferred to the respective lessees as they have exercised their option to purchase the Leased Assets Accordingly, Lease Equalization Fund amounting to Rs 60,01,291 has been adjusted against written down value of Assets and the balance amount of Rs. 9,35,574 has been recognised in the accounts as Profit on Sale of Assets.

5. The Reserve Bank of India (RBI) vide its Notification No. DNBS. 223/CGM (US) - 2011 dated 17th January, 2011 has issued direction to all NBFCs to make provision of 0.25% against standard assets with immediate effect. Accordingly, the Company has made provision of Rs. 87,796 for the year against standard assets which has been charged to Profit and Loss Account.

6. The Company is engaged in the business of financial services, which as per Accounting Standard 17 is considered the only reportable business Segment. The geographical segmentation is not relevant, as the Company did not have any overseas operations during the year.

7. Information given in accordance with the requirements of Accounting Standard 18 on Related Party Disclosures issued by the Institute of Chartered Accountants of India :

A) List of Related Parties

i) Names of the Key Management Personnel of the Company

a) Non Executive Directors - Mr. A. Khaitan

Mr. D. Khaitan

Mr. T. R. Swaminathan

Mr. R. S. Jhawar

Mr. K. K. Baheti

Mr. C. K. Pasari

Mr. J. Hazarika

Mr. G. Saraf

b) Manager Mr. S. R. Mundhra

c) Relative of Key Management Personnel : Mrs. Krishna Mundhra

ii) Names of the Company in which Key Management Personnel is interested Kanta Management Services Private Limited

8. The timing difference relating mainly to depreciation and unabsorbed losses results in net deferred credit as per Accounting Standard 22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India. As a prudent measure the net deferred tax asset relating to the above has not been recognized in the Accounts.

9. Previous year's figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2010

1. Contingent Liabilities not provided for in respect of pledge of certain shares held by the Company in respect of loan availed by third party amounting to Rs. 1217.45 Lacs.

2. The Company has been registered as a Non-Banking Financial Company with the Reserve Bank of India.

3. In respect of items of Fixed Assets (covered by Revaluation as mentioned in Note 1 in Schedule 4) depreciation has been calculated on their respective revalued amounts and includes additional charge of Rs.1,17,721 which has been transferred from Revaluation Reserve, such transfer according to an authoritative professional view, being acceptable for the purpose of the Companys Accounts.

4. The loan provided by IL&FS Financial Services Ltd. to the Company Rs.Nil (previous year Rs.17,50,00,000/-) is primarily secured against the maturity proceeds of cumulative security deposit placed with them, year-end deposit Rs. Nil and interest accrued Rs. Nil (previous year deposit Rs. 7,45,75,667/- and interest accrued Rs. 84,819,026).

5. Salary, Wages, Bonus etc. is net of surplus arising on Actuarial valuation amounting to Rs.2,19,273.

6. The Company is engaged in the business of financial services, which as per Accounting Standard 17 is considered the only reportable business Segment. The geographical segmentation is not relevant, as the Company did not have any overseas operations during the year.

7. Information given in accordance with the requirements of Accounting Standard 18 on Related Party Disclosures issued by the Institute of Chartered Accountants of India :

B) Disclosure of transactions with Key Management Personnel and the Company in which Key Management Personnel is having substantial interest and the status of outstanding amount.

8. The timing difference relating mainly to depreciation and unabsorbed losses results in net deferred credit as per Accounting Standards 22 "Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India. As a prudent measure the net deferred tax asset relating to the above has not been recognized in the Accounts.

9. Previous years figures have been regrouped / rearranged wherever necessary.