Notes to Accounts of Williamson Magor & Company Ltd.

Mar 31, 2024

2.15 Provisions, Contingent Liabilities and Contingent Assets Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made ofthe amount ofthe obligation.

When theeffectofthetimevalueofmoneyis material,theCompanydetermines the level of provision by discounting theexpectedfuture cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

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 ofthe 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 ofoneormore uncertainfutureevents not wholly within thecontrol oftheCompany.

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

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

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 ofAccounting 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 toIndAS12

Theamendments narrow the scope ofthe initial recognition exception under Ind AS 12, so that it no longerapplies to transactionsthat 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.

Nature and Purpose of Reserves:

Retained Earnings:

The Retained earnings comprises ofGeneral Reserve and Surplus which is usedfrom time to time to transfer profits by appropriations. It is a free reserve of the Company and can be utilised in accordance with the provisions of the Companies Act, 2013 and as per the approval of the Board. It includes the remeasurement of defined benefit plans as per actuarial valuations which will not be reclassified to the Standalone Statement of Profit and Loss in subsequent periods.

Statutory Reserve:

Statutory Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 ("the RBI Act"). In terms of section 45-IC ofthe RBI Act,a Non-Banking FinanceCompany is required to transferan amount not less than 20 percent of its net profitto a Reserve Fund beforedeclaring anydividend.Appropriation from this Reserve Fund is permitted onlyforthe purposesspecified by RBI.

Capital Reserve:

Capital Reserve was created through business combinations and shall be utilised as per the provisions ofthe Companies Act, 2013.

Fair value of Equity Instruments through Other Compehensive Income:

This reserve represents the cumulative effect offairvalue fluctuations of Investments made by the Company in equity instruments of other entities. The cumulative gain or loss arising on such changes are recognised through Other Comprehensive Income (OCI) and is accumulated under this reserve. The amount from this reserve will not be reclassified to the Standalone Statement of Profit and Loss in subsequent periods.

B) Other commitments

i. The Company has given an undertaking to ICICI Bank Limited not to transfer, assign, dispose of, pledge, charge or create any lien or in any way dispose of the existing Equity Shares to the extent of 13,04,748 shares or future shareholdings in McNally Bharat Engineering Company Limited without priorapproval ofthe bank.

ii. 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.

Note 38 : Financial Instruments- Fair Value Measurement (contd.)

Level 1 hierarchy includes financial instruments valued using quoted market prices. Listed equity instruments and traded debt instruments which are traded in the stock exchanges are valued using the closing price at the reporting date.

Level 2 hierarchy includes financial instruments that are not traded in active market.This includes OTC derivatives and debt instruments valued using observable market data such as yield etc. of similar instruments traded in active market. All derivatives are reported at discounted values henceare included in level 2. Borrowings have been fair valued using market rate prevailing ason the reporting date.

Level 3 if one or more significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity instruments and certain debt instruments which are valued using assumptions from market participants.

iii. Valuation techniques used for valuation of instruments categorized as level 3.

Forvaluation ofinvestments in equitysharesand associates which are unquoted, peercomparison has been performed whereveravailable. Valuation has been primarily done based on the cost approach wherein the net worth of the Company is considered and price to book multiple is used to arrive at the fair value. In cases where income approach was feasible valuation has been arrived using the earnings capitalization method. For inputs that are not observable for these instruments, certain assumptions are made based on available information. The most significant of these assumptions are the discount rate and credit spreads used in the valuation process. Forvaluation of investments in debt securities categorized as level 3, market polls which represent indicativeyields are used as assumptions by market participants when pricingtheasset.

Note 39

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.

Note 40

Financial RiskManagement

The Company has operations in India. Whilst risk is inherent in the Company''s activities, it is managed through a risk management framework, including on-going identification, measurement and monitoring subject to risk limits and other controls. The Company''s activities expose it to credit risk, liquidity risk and market risk.

a) Interestraterisk

The Companyholds shorterduration investment portfolio and thus it has a minimumfairvaluechange impact on its investment portfolio. The interest rate risk on the investment portfolio and corresponding fairvalue change impact is monitored.

On assets and liabilities

Interest rate sensitivity on fixed and floating rate assets and liabilities with differing maturity profiles is measured by using the duration gap analysis. The same is computed monthly and sensitivity of the market value of equity assuming varied changes in interest rates are presented and monitored byALCO.

b) Price risk

Company''s equity investments carry a risk of change in prices. To manage its price risk arising from investments in equity securities, Company periodically monitors the sectors it has invested in, performance of the investee companies, measures mark-to-market gains/losses and reviews the same.

c) Credit Risk

Credit riskis the riskoffinancial lossarising out ofa customerorcounterparty failing to meet theirrepayment obligations to theCompany. It has a diversified lending model and focuses on commercial lending.

Classification of financial assets under various stages

The Company classifies its financial assets in three stages having the following characteristics

Stage 1: unimpaired and without significant increase in credit risk since initial recognition on which a 12-months allowance for ECL is recognized;

Stage 2: a significant increase in credit risk since initial recognition on which a lifetime ECL is recognized; and

Stage 3: objective evidence of impairment and are therefore considered to be in default or otherwise credit impaired on which a lifetime ECL is recognized.

Unless identified at an earlier stage, all financial assets are deemed to have suffered a significant increase in credit risk when they are 30 days past due (DPD) or one installment overdue on the reporting date and are accordingly transferred from stage 1 to stage 2. For stage lanECL allowance is calculated based on a 12-months Point in Time (PIT) probability weighted probability of default (PD). For stage 2 and 3 assets a life time ECL is calculated based on a lifetime PD.

The Company has calculated ECL using three main components: PD, LGD (loss given default) and EAD (exposure at default) along with an adjustment considering forward macro-economic conditions.

The Companyhad received an order passed by the Reserve Bankoflndia ("RBI") forcancellation ofCertificateofRegistration (No. 05.05534 dated March 31,2003) vide letter no. KOLDOS.RSG.No.S949/03.03.008/2022-23 dated July 04, 2022 under Section 45-IA(7) of the Reserve Bankoflndia Act, 1934. The RBI had also instructed the Company to follow RBI Norms unless the NBFC operations are ceased by the company.

The Company had filed a petition with the Appellate Authority of NBFC Registration for the restoration ofthe Certificate of Registration. The Appellate Authority has rejected the petition and passed the final order dated May 04,2023 for cancellation of Registration. Further, a Writ Petition before the Calcutta High Court has been filed by the Company for restoration of the licence and the matter is subjudice.

The Company was registered as a NBFC and is still following the prudential norms applicable to such company vide letter no. KOL.DOS.RSG.No. S949/03.03.008/2022-23 dated July 04, 2022 under Section 45-IA(7) ofthe Reserve Bank of India Act, 1934. It is engaged in holding shares in its Group Companies in India.The Standalone Financial Statements ofthe Company for the year ended 31st March, 2024 have been prepared considering the prudential norms applicable to the Non-Banking Financial Company.

Note 44

Themain businessoftheCompany is Investment activity; hence, therearenoseparatereportablesegmentsasper IndAS 108 on ''Operating Segment.

Note 45

Based on Notification no. DNBR.009/CGM(CDS)-2015 dated 27th March, 2015, provision has been madeforstandard assetsat0.40 percent ofthe balance of such assets as at 31st March, 2024 which has been disclosed separately as "Provision for Standard Assets" in Note 19.

Note 46

During the year, the Company''s financial performance has been adversely affected due to external factors beyond the control ofthe Company due to the classification of loans and advances as Non-Performing Assets and diminution in the value of Investments resulting in negative net worth. The Company has defaulted in repayment of its loans due to the liquidity issues faced by the Company. However, the management is having constant negotiations and discussions with the lenders for early settlement of disputes and are confident that with the lenders'' support and various other measures taken by it, the Company will be able to generate sufficient cash inflows through profitable operations improving its net working capital position to discharge its current and non-current financial obligations. Accordingly, the Board of Directors have decided to prepare the Standalone Financial Statements on a going concern basis.

Note 47

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. 4,24,354 thousand on inter-corporate borrowings for the year ended 31st March, 2024 (Rs. 4,32,101 thousands for the year ended 31st March, 2023) has not been recognized in the Standalone Financial Statements.

b) Due to the disputes with the secured lenders namely Housing Development Finance Corporation Ltd. and InCred Financial Services Limited (formerly KKR Financial Services Private Limited) which are being contested at various legal forums, the Board of Directors has decided not to recognize interest expense on such borrowing.

c) Due to the disputes in earlier years, and ongoing arbitration proceedings, the company has defaulted in its repayment obligation of term loan of Rs. 10,00,000 thousand extended by InCred Financial Services Limited (formerly KKR Financial Services Private Limited).

d) A lender ofthe Company, namelyHDFC Bank Limited, has filed a suit before the Honorable High Court at Calcutta against the Company for default in repayment of loans borrowed by the Company. The Company has decided to contest and defend its case.

Note 48

The company had defaulted in redemption of Non-Convertible Debentures (NCD). Consequently, the debenture holder and/or debenture trustee have invoked various shares and securities given by the company and its group companies. In the absence of any invocation statement and/or confirmation from IL&FS, the company has adjusted the value of NCD and interest thereon from such invocation at the closing market price ofthesaid shares on thedateofinvocation,thedetailsofwhich are given here under:

As on 31st March, 2024, the Company has four directors namely, Mr. Lakshman Singh, Mr. Chandan Mitra, Mr Debashis Lahiri and Ms. Lyla Cherian who are disqualified under section 164(2)(b) ofthe Companies Act, 2013. The disqualification of the Directors of the Company have occurred pursuant to default in repayment of principal amount of Non-Convertible Debentures and payment of interest amount of NonConvertible Debentures.

Note 50

In earlier years, the Company had issued Non-Convertible Debentures worth 10,00,000 thousand to IL & FS which matured at the end of the Financial Year 2022-23. The company defaulted in repayment ofthe dues consequently, invocations were made time-to-time by the debenture trustee towards recovery of its dues.

Debenture trustee had invoked various securities owned by a group company in the earlier years to the tune of Rs. 70,802 thousand of which adjustments were not adjusted in the books of accounts due to non-communication from the debenture trustee. The same are adjusted and given effect to in the current year on communication from a Group Company.

One-time settlement agreement dated 5th May, 2023 has been signed by the Debenture-holder, the Company and Guarantors along with other borrowers. According to the agreement, the Company and other borrowers had settled their respective liability towards debt securities in partforcash consideration of Rs.4,96,700 thousand which was paid by agroupcompanyon behalfofthecompanyand other borrowers and the balance is to be settled by selling the collateral, Neemrana Land, jointly owned by Vedica Sanjeevani Projects Private Limited and Christopher Estates Private Limited bytheend oftheyear.

Cash consideration paid bytheGroupCompanyon behalfofthe Company had been adjusted with the outstanding Debentures to the tune of Rs. 1,98,860 thousand pertaining to it with corresponding credit to the Group Company under the head ''Borrowings other than debt securities'' in Note 16. However, the sale of Neemrana Land has not yet been materialized. The proceeds from the sale of Neemrana Land shall be adjusted to settle the outstanding dues only on the Final Settlement Date in the manner as may be communicated by the Debenture holderin writing.

Note 51

In earlier year, Kotak Mahindra Bank (the Investor) had invested in one of the promoter group entity namely McNally Bharat Engineering Company Limited by subscribing to 24,00,000 Compulsorily Convertible Preference Shares (CCPS) issued by it @ Rs 62/- per share aggregating to Rs. 1,48,800 thousand.The Companyhad entered into a Put Option Agreementwith the Investor.As pertheterms ofagreement, thesaid Investor exercised put option to sell the said shares to the Company. On failure to recover the amount, the investor filed an application under section 9 of Arbitration & Conciliation Act before the BombayHigh Court. An order of injunction was passed upon the Company restraining it from transferring, disposing of or alienating its assets and an undertaking was taken from the company that Rs. 5,000 thousand would be paid by it upfront which has since been paid.

The CCPS liability of Rs. 1,48,800 thousand has been settledforan amountof Rs. 63,000 thousandvideasettlement agreementdated 26th December, 2023. The Company had previously created provision for contingency. The same has been now recognized as under the head ''Other Payables'' in Note 14.The liabilityis payableas under:

The Company has paid all the instalments falling due during the year except for the instalment to the tune of Rs. 15,000 thousand for the quarter ending 31st March, 2024. KMBL shall provide a grace period of 1 month with penal interest @ 2% p.m. on default in payment of instalment.

Note 52

In theearlieryears, the company had settled and accountedforaterm loan ofRs. 6,00,000 thousand at Rs. 4,79,108thousand given by SREI as per MoU entered between borrower, lender and guarantors on 28.09.2020. However, in the earlier years, the company has received a confirmation and/or demand letter from SREI showing an outstanding amount of Rs. 11.93 crores.

In the matter, the Company has entered into a debt restructuring agreement for the balance Rs. 1,20,000 thousand which has been acknowledged as debt by the Company (shown as Unsecured Borrowings in Note 16). Provision for Contingency previously recorded has been adjusted against this liability and an additional charge of Rs. 38,200 thousand has now been recognized under the head ''Other Expense'' as disclosed in Note 29.Theloan has been guaranteed by Mr. Aditya Khaitan, PromoteroftheCompany.TheCompanyhas dulypaid themonthlyinstalmentfalling due during the Quarter.

Note 53

In earlier year, pursuant to put option agreement entered into by the Company with Aditya Birla Finance Limited ("the Investor"), the Investor had invested in one of the promoter group company namely McNally Bharat Engineering Company Limited (MBECL) by subscribing to 1,12,90,000 Compulsorily Convertible Preference Shares (CCPS) @ Rs 62/- per CCPS aggregating to Rs. 6,99,980 thousands. On the Investor''s failure to realize the amount on exercising the put option, it initiated arbitration proceedings and the Arbitral Tribunal passed an interim award upon the group companies and the Company declaring it to be jointly and severally liable to pay a sum of Rs. 8,10,000 thousand.

The Company filed an application challenging the award and the adjudication order dated 7th June, 2023 has been passed by the Arbitrator. As per the order and the consent terms agreed, one of the group companies has paid 70,000 thousands on behalf of the Company and another group company has assigned its receivables to the tune of 1,50,000 thousands in favour of the Investor. The Promoters has given post-dated cheques of Rs. 1,00,000 thousand in the capacity of Guarantors of the original arrangement. The Company has recognized the liability in the name of group companies to the tune of Rs. 2,20,000 thousand under the head ''Borrowings other than Debt Securities'' in Note 16 with the corresponding charge to Statement of Profit & Loss under the head ''Other Expenses'' in Note 29.

Note 54

During theyear,one ofthe lenders oftheCompany, Aryan Mining and Trading Corporation Private Limited has assigned its receivablefrom the Company to Danta Vyapar Kendra Limited. The Principal of Loan assigned amounts to Rs. 38,392 thousand. The Loan is repayable in 7 monthly installments starting from June 2024. The outstanding principal has been recognized in the books under Inter-Corporate Borrowings (in Note No. 16) in the name of Danta Vyapar Kendra Limited and balance liability of Rs. 21,036 thousand as per the agreement has been recognized with the corresponding charge to Statement of Profit & Loss under the head ''Finance Cost'' in Note 27.

Note 55

In theearlieryears, thecompanyhad given InterCorporate Loansand Advances to McNally Bharat Engineering Company Limited (MBECL). MBECL is under Corporate Insolvency Resolution Process (CIRP), under the provision ofthe Insolvency Bankruptcy Code, 2016 in terms of theorderdated 29 April, 2022 passed by the National Company Law Tribunal, Kolkata Branch. The company had filed claim ofRs. 15,96,621 thousand including amount as disclosed in Note No. 57 before the Interim Resolution Professional (IRP) in the CIRP of MBECL. The IRP has admitted theclaim to theextentofthe principal amounting to Rs. 1,30,000 thousand only.The Resolution Plan has been approved by NCLT on 19th December2023 but is not effective till the payment is made by the Resolution Applicant. However,theCompanyhas alreadymade provisionsagainst the Inter-corporate depositgiven and its interest of Rs. 15,01,338thousand.

In earlier year, upon exercise of put option by IL&FS Financial Services Limited for loan extended to McNally Bharat Engineering Company Limited by subscribing 1,61,29,000 CCPS issued by said group company @ Rs. 62/- per CCPS, amounting to Rs. 9,99,998 thousands the Company recognized the liabilityto that extent and showed as receivable from McNally Bharat Engineering Company Limited under ''Other Receivable'' in Note6.

Note 57

Kilburn Office Automation Limited and Kilburn Chemicals Limited had undergone Corporate Insolvency Resolution Process and pursuant to the NCLT, Kolkata order amounts receivable from both the companies were Nil. Accordingly during the year the company has written off the receivables due from them amounting to Rs. 2,777 thousand and Rs. 1,153 thousand respectively and reversed the provision thereof made in earlieryears.

Note 58

An Adjudicating Order No. Order/SM/AD/2023-24/29524 dated 28th September, 2023 was passed by SEBI Adjudicating Officer imposing a penalty of Rs. 200 thousand. The same has been paid during the year and disclosed as ''Other Expenses'' in Note 29.

Note 59

Events after Balance Sheet date but before the adoption of Financial Statements

An Adjudicating Order No. Order/SV/VC/2024-25/30271 dated 10th April, 2024 was passed by SEBI Adjudicating Officer imposing a penalty ofRs. 200 thousand.

Note 60

CorporateSocial Responsibility

As per section 135 of the Companies Act, 2013 a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility(CSR) activities. In terms of the requirement of section 135 of the Companies Act, 2013 and rules made thereunder, the Company was not required to spend on CSR activities during the Financial Year ended 31st March, 2024 since the Company had an average net loss during the immediately preceding Financial Years.

e. The Company does not have any investment in subsidiary companies and accordingly the disclosures as to whether the company has complied with the number of layers of companies prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on numberofLayers) Rules, 2017is notapplicable.

f. All the borrowings from banks and financial institutions have been used for the specific purposes for which they have been obtained.

g. Utilisation of Borrowed Funds and Share Premium

i. The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provideanyguarantee, securityorthe liketo oron behalfofthe ultimate Beneficiaries.

ii. The Company has not received any fund from any persons or entities, including foreign entities(Funding Party) with the understanding, whether recorded in writing or otherwise, that the company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide anyguarantee, securityorthelikeon behalfofthe Ultimate Beneficiaries.

h. TheCompanyhas not taken anyworking capital facilitiesfrom bankson the basis ofsecurityofcurrentassets.

i. There were no transactions which have not been recorded in the books of account but have been surrendered or disclosed as income in thetaxassessments underthe IncomeTaxAct, 1961 (43 of 1961) during theyear.

Signature to Notes 1 to 64 As per our report of even date

ForV.SINGHI&ASSOCIATES For and on behalfofthe Board ofDirectors

CharteredAccountants

Firm Registration No: 311017E ^Tabrez^Ahm^{ed Su}k«^hD°^|ui

(Director) (Director)

(A.SENGUPTA) DIN: 10570558 DIN: 10511602

Partner

MembershipNo:051371 .. , . .

SkJaved Akhtar Sudipta Chakraborty

Pl^ace:K^olk^ata (CompanySecretary) (CFOandManager)

Date:27th May, 2024 Membership No.: ACS24637

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Mar 31, 2018

(a) Term/rights attached to equity shares

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(a) Represents a free reserve not meant for any specific purpose.

(b) Created as per Section 45 IC of the Reserve Bank of India Act, 1934.

Note:

Buildings include one property (Gross Block and Net Block amounting to Rs. 912 Thousand and Rs. 236 Thousand respectively) as at March 31, 2018 (March 31, 2017: Rs. 912 Thousand and Rs. 247 Thousand respectively) located at Mumbai, the title deeds of which is not readily traceable. Necessary steps are being taken to obtain certified copy of the title deed from the appropriate authorities in respect of the said property. However, the property is in the possession of the Company.

(a) 70,00,000 shares (31st March 2017 : 57,00,000 shares) of Eveready Industries India Limited and 19,40,570 shares (31st March 2017 : 19,40,570 shares) of Mcleod Russel India Limited have been pledged with banks and financial institutions against financial assistance taken by the Company and others.

(b) McNally Bharat Engineering Company Limited has ceased to be an Associate during the year.

(c) Each Compulsorily Convertible Preference Shares to be converted into one equity share of Rs. 10 each at a premium of Rs. 52 per equity share at any time within 18 months form the date of allotment.

(d) During the year each of 1,51,51,515 Compulsorily Convertible Preference Shares of McNally Bharat Engineering Co. Limited (MBECL) alloted in the financial year 2016-17 were converted into one equity share of MBECL.

(e) The company has also subscribed to 40,00,000 Compulsorily Convertible Preference Shares of McNally Bharat Engineering Co. Limited of Rs. 10 each at a premium of Rs. 52 per share during the year.

The probable cash outflow in respect of above is not readily determinable at this stage.

Notes :

(i) Representing claim in respect of Interest on Excise Duty pending before the Hon’ble High Court at Chennai.

(ii) Representing demand as per order issued by the Commissioner of Service Tax, Kolkata in respect of various service tax matters. The above includes penalty and interest for delayed payment of the taxes which have not been quantified in the Order.

NOTE 1A COMMITMENTS:

The Company has given an undertaking to ICICI Bank Limited (the Bank) not to transfer, assign, dispose of, pledge, charge or create any lien or in any way dispose of to the extent of 13,04,748 shares (31st March 2017 : 13,04,748 shares) or future shareholdings in McNally Bharat Engineering Company Limited without prior approval of the said bank.

OPERATING LEASE

The Company has leasing arrangements in the nature of operating leases in respect of its premises for a period of 3 to 9 years which are cancellable and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of such lease rentals are recognised as rental income under Note 19.

NOTE 2 EMPLOYEE BENEFITS

I. Defined contribution Plans

Total contribution to Defined Contribution Plans amount to Rs. 457 thousand (Previous Year : Rs. 394 thousand) included in Contribution to Provident and other Funds (Refer Note 21)

II. Defined Benefit Schemes

(a) Pension (Unfunded)

The Company has a practice of paying pension to certain categories of retired employees and in certain cases to their surviving spouses based on actuarial valuation at the end of each year.

(b) Medical Insurance Premium Re-imbursement (Unfunded)

The Company has a scheme of re-imbursement of medical insurance premium to certain categories of employees and their surviving spouses, upon retirement, based on actuarial valuation at the year end subject to a monetary limit.

(c) Gratuity (Unfunded)

Gratuity benefits accrue to employees completing five years of service based on actuarial valuation at the end of the year with reference to their respective salaries and tenure of employment subject to a maximum limit of Rs. 10 lakhs which has been enhanced to Rs. 20 lakhs w.e.f. 29th March, 2018.

(d) Leave Encashment (Unfunded)

Accrued liability towards leave encashment benefits payable to employees has also been evaluated on the basis of actuarial valuation at the end of the year and has been recognized as a charge in the Statement of Profit and Loss.

Notes:

(i Cliarge for the year included in Pension and Gratuity (Note 21)

# Cliarge for the year included in Workmen and Staff Welfare (Note 21)

* Cliarge for the year included in Salaries, Wages, Compensation and Bonus (Note 21)

RELATED PARTY DISCLOSURES : IN ACCORDANCE WITH ACCOUNTING STANDARD (AS)-18

(a) Names of Related Parties and nature of relationship:

a) Associate companies:

1) Majerhat Estates & Developers Limited (MEDL)

2) Kilburn Engineering Limited (KEL)

3) Eveready Industries India Limited (EIIL)

4) McNally Bharat Engineering Co. Limited (MBECL) - ceased to be an Associate w.e.f. 31.03.2018

b) Joint Venture company:

1) D1 Williamson Magor Bio Fuel Limited (D1WM)

c) Key Management Personnel:

Mr. Tuladri Mallick (Manager)

DISCLOSUREAS PERACCOUNTINGSTANDARD(AS)-27“FINANCIALREPORTING OFINTERESTS IN JOINT VENTURE”

Name - D1 Williamson Magor Bio Fuel Limited

Proportion Ownership Interest - 15.70% (Previous year - 15.70%)

Country of Incorporation - India

NOTE 3.

EARNINGS/ (LOSS) PER Share (EPS)

Net profit/(loss) for the year has been used as the numerator and number of shares have been used as denominator for calculating the basic and diluted earnings per share.

The Company has unabsorded depreciation and carry forward business losses available for set off under Income tax Act, 1961. However, in view of inability to assess future taxable income, the extent of deferred tax assets which may be adjusted in subsequent years is not ascertainable with virtual certainty at this stage, and accordingly the deferred tax asset has been recognised only to the extent of deferred tax liability.

NOTE 4.

There are no parties registered under the Micro, Small and Medium Enterprises Development Act, 2006 based on information available with the Company.

NOTE 5. SEGMENT REPORTING

The Company is registered as a Non-Banking Financial Company and is primarily engaged in holding shares in its group companies. The Company does not have any reportable segment as envisaged in Accounting Standard (AS)-17 on “Segment Reporting”.

NOTE 6.

Based on Notification no. DNBR.009/CGM(CDS)-2015 dated 27th March, 2015, provision has been made for standard assets at 0.40 percent of the balance of such assets as at 31st March, 2018 which has been disclosed separately as ‘Contingent Provision against Standard Assets’ in Note 10.

NOTE 7.

In keeping with the directives given by the Reserve Bank of India (RBI) from time to time in the past, the Company had filed an application in the financial year 2015-16 with RBI to register itself as a Systemically Important Core Investment Company (CIC-ND-SI) in order to avail, inter-alia, exemption from complying with the stipulated Concentration of Investment/ Exposure norms etc. In response to further details required by RBI in the financial year 2017-18 in this regard the Company duly furnished the same to RBI. The matter is still under consideration of RBI.

NOTE 8. PREVIOUS YEAR FIGURES

The previous year figures have been reclassified and regrouped wherever necessary.

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Mar 31, 2016

(a) Term/rights attached to equity shares

The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Nature of security and terms of repayment for secured borrowings:

a. Outstanding Balance Nature of Security Terms of repayment 31st March, 2016 31st March, 2015 202,349 329,575 Mortgage of certainimmovable Repayablein48equatedmonthly

properties of the Company and installments beginning from pledge of3,200,000 shares of September, 2014 amounting to Eveready Industries India Limited Rs. 13,253 thousand along with and 135,000 shares of McLeod interest payable monthly@ 12.50% Russel India Limited. per annum provided the aforesaid applicable rate of interest shall be reset based on the prevailing HDFC CPLR rate at various point of time as the case may be.

b. The above outstanding amount does not include current maturities of long-term debt as mentioned in Note 9.

# Secured by mortgage of certain immovable properties of the Company and pledge of 5,700,000 shares (31st March, 2015 : 3,200,000 shares) of Eveready Industries India Limited, 1,940,570 shares (31st March 2015: 135,000 shares) of McLeod Russel India Limited and 4,287,689 shares (31st March, 2015: Nil shares) of McNally Bharat Engineering Company Limited as an extension to the security for the secured long-term loan (Refer Note 4)

(a) 5,700,000 shares (31st March 2015: 5,700,000 shares) of Eveready Industries India Limited and 1,940,570 shares (31st March 2015: 1,940,570 shares) shares of Mcleod Russel India Limited and 4,287,689 shares (31st March 2015: 1,875,000 shares) of Mcnally Bharat Engineering Co. Limited have been pledged with banks and financial institutions against financial assistance taken by the Company and others.

(b) Ceased to be an Associate during the year.

(c) Each Equity Warrant is convertible into one Equity Share in MBECL of Rs 10/- each at a premium of Rs 90/- per share, upon payment of the balance consideration ofRs75/-per share within 18 months from the Date of Allotment (i.e. 13th March, 2015). If such warrant is not exercised within the stipulated time the same will lapse and amount paid will be forfeited. Also refer Note 25 B(b).

The probable cash outflow in respect of above is not readily determinable at this stage.

Notes :

(i) Representing claim in respect of Interest on Excise Duty pending before the Hon’ble High Court at Chennai.

(ii) Representing demand as per order issued by the Commissioner of Service Tax, Kolkata in respect of various service tax matters. The above includes penalty and interest for delayed payment of the taxes which have not been quantified in the Order.

NOTE 1.B : Commitments

(a) The Company has given an undertaking to ICICI Bank Limited( the Bank) not to transfer, assign, dispose of, pledge, charge or create any lien or in any way dispose of to the extent of 1,304,748 shares (31st March 2015: 13,04,748 shares) or future shareholdings in Mcnally Bharat Engineering Company Limited without prior approval of the said bank.

(b) Balance consideration payable for Equity Warrants of MBECL [Refer Note 12(c)] at the time of exercise of such warrants anytime within 18 months from the date of allotment- Rs 187,500 thousand (31stMarch 2015: 225,000 thousand)

NOTE 2. Operating Lease

The Company has leasing arrangements in the nature of operating leases in respect of its premises for a period of 3 to 9 years which are cancellable and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of such lease rentals are recognized as rental income under Note 19.

NOTE 3.

EMPLOYEE BENEFITS

I. Defined Contribution Plans

Total contribution to Defined Contribution Plans amount to Rs. 329 thousand (Previous Year : Rs 273 thousand) included in Contribution to Provident and other Funds (Refer Note 21)

II. Defined Benefit Schemes

(a) Pension (Unfunded)

The Company has a practice of paying pension to certain categories of retired employees and in certain cases to their surviving spouses based on actuarial valuation at the end of each year.

(b) Medical Insurance Premium Re-imbursement (Unfunded)

The Company has a scheme of re-imbursement of medical insurance premium to certain categories of employees and their surviving spouses, upon retirement, based on actuarial valuation at the yearend subject to a monetary limit.

(c) Gratuity (Unfunded)

Gratuity benefits accrue to employees completing five years of service based on actuarial valuation at the end of the year with reference to their respective salaries and tenure of employment subject to a maximum limit of Rs. 10 lakhs

(d) Leave Encashment (Unfunded)

Accrued liability towards leave encashment benefits payable to employees has also been evaluated on the basis of actuarial valuation at the end of the year and has been recognized as a charge in the Statement of Profit & Loss.

NOTE 4.

Related Party Disclosures : In accordance with Accounting Standard (AS)-18 (A) Names of Related Parties and nature of relationship:

a) Associate Company

1) Majerhat Estates & Developers Limited (MEDL)

2) Kilburn Engineering Limited (KEL)

3) Eveready Industries India Limited (EIIL)

Companies that have ceased to be Associate:

1) Woodside Parks Limited (WPL) - w.e.f11.03.2016

2) Babcock Borsig Limited (BBL)- w.e.f29.03.2016

b) Joint Venture Company :

1) D1 Williamson Magor Bio Fuel Limited (D1WM)

c) Key Management Personnel:

Mr. Tuladri Mallick (Manager)

NOTE 5.

DISCLOSURE AS PER ACCOUNTING STANDARD(AS)-27 “FINANCIAL REPORTING OF INTERESTS IN JOINT VENTURE”

Name - D1 WilliamsonMagorBioFuelLimited

ProportionOwnershipInterest - 15.70%(Previousyear-15.70%)

Country of Incorporation - India

* Amount is below the rounding off norm adopted by the company

The Company has unabsorbed depreciation and carry forward business losses available for set off under Income tax Act, 1961. However, in view of inability to assess future taxable income, the extent of deferred tax assets which may be adjusted in subsequent years is not ascertainable with virtual certainty at this stage, and accordingly the deferred tax asset has been recognized only to the extent of deferred tax liability.

NOTE 6.

There are no parties registered under the Micro, Small and Medium Enterprises Development Act, 2006 based on information available with the Company.

NOTE 7.

SEGMENT REPORTING

The Company is registered as a Non-Banking Financial Company and is primarily engaged in holding shares in its group companies. The company does not have any reportable segment as envisaged in Accounting Standard (AS)-17 on “Segment Reporting”.

NOTE 8.

Exceptional Item comprises recovery of arrear rent, service charges and electricity charges aggregating Rs. Nil (31st March 2015 : Rs 72,276 thousand) pursuant to settlement of a litigation during the previous year.

NOTE 9.

Based on Notification no. DNBS.223/CGM(US)-2011 dated 17th January, 2011, provision has been made for standard assets at 0.25 percent of the balance of such assets as at 31st March, 2016 which has been disclosed separately as ‘Contingent Provision against Standard Assets’ in Note 10.

NOTE 10.

Pursuant to the requirements of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, the Company had made an application to the Reserve Bank of India (RBI) seeking extension for regularization of the requirements relating to concentration of investments and exposure norms in a phased manner.

In the meantime RBI vide its Notification No. DNBS(PD)CC. No. 197/03.10.001/2010-11 dated 12th August, 2010 and No. DNBS(PD)CC. No. 206/03.10.001/2010-11 dated 5th January, 2011 has come out with a new category of NBFC which is known as Systemically Important Core Investment Company. The Company had filed an application with RBI for the conversion of its status from Systemically Important Non Deposit Taking Non Banking Financial Company to Systemically Important Non Deposit Taking Core Investment Company as a result of which the Company would not be required to dilute its exposure in terms of Investments and loans as mentioned above.

In response to the Company’s aforesaid application, RBI had advised the Company in February, 2013to resubmit the application afresh just after attaining the stipulated criteria for a CIC-NDSI but not later than 31st March, 2015 and the Company submitted the application afresh based on audited accounts of Financial Year 2013-14 within the stipulated time as provided by the RBI. However RBI has returned the said application advising the Company to refurnish the application afresh based on latest Financials after meeting all the criterion of being a CIC- NDSI. The Company has already filed the application in the financial year 2015-16 with RBI and the matter is under consideration of RBI.

NOTE 11.

PREVIOUS YEAR FIGURES

The previous year figures have been reclassified and regrouped wherever necessary.

---

Mar 31, 2015

(a) Term/rights attached to equity shares

The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event ofliquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(a) 57,00,000 shares (31st March 2014: 32,00,000 shares) ofEveready Industries India Limited and 19,40,570 shares (31st March 2014: 19,40,750 shares) ofMcleod Russel India Limited and 18,75,000 shares (31st March 2014:

18,75,000 shares) of Mcnally Bharat Engineering Co. Limited have been pledged with banks and financial institutions against financial assistance taken by the Company and others.

(b) Each Equity Warrant is convertible into one Equity Share in MBECL of Rs. 10/- each at a premium of Rs. 90/- per share, upon payment of the balance consideration of Rs. 75/- per share within 18 months from the Date of Allotment (i.e. 13th March, 2015). If such warrant is not exercised within the stipulated time the same will lapse and amount paid will lapse and amount paid will be forfeited. Also refer Note 25B(b).

31st March, 2015 31st March, 2014 Rs. '000 Rs. '000

NOTE 2A

CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged as debts :

Excise matter sunder dispute (Notei) 711 711

Service Tax Matter sunder dispute (Noteii) 26,583 26,583

Income Tax matters under dispute - 2,383

Others 93 93

b) Guarantees given for loans granted to companies 6,350 6,350

c) Corporate Guanratees given, in respect of loans borrowed by others (Note iii) Guarantee Amount 800,000 -

Loan Balance outstanding 800,000 -

The probable cash outflow in respect of above is not readily determinable at this stage.

Notes :

(i) Representing claim in respect of Interest on Excise Duty pending before the Hon'ble High Court at Chennai.

(ii) Representing demand as per order issued by the Commissioner of Service Tax, Kolkata in respect of various service tax matters. The above includes penalty and interest for delayed payment of the taxes which have not been quantified in the Order.

(iii) Represents guarantee given to Yes Bank on behalf of loan borrowed by Mcnally Bharat Engineering Company Limited. The guarantee covers the principal as well as any interest due on such loan.

NOTE 2B

Commitments as at 31st March, 2015

(a) The Company has given an undertaking to ICICI Bank Limited (the Bank) not to transfer, assign, dispose of, pledge, charge or create any lien or in any way dispose of existing to the extent of 13,04,748 shares (31st March, 2014; 13,04,748 shares) or future shareholdings in Mcnally Bharat Engineering Company Limited without prior approval of the Bank.

(b) Balance Consideration payable for Equity Warrants ofMBECL (Refer Note 12(b)] at the time ofExercise of such warrants anytime within 18 months from the date of allotment - Rs. 225,000 thousand (31st March, 2014: NIL)

NOTE 3 Operating Lease

The Company has leasing arrangements in the nature of operating leases in respect of its premises for a period of 3 to 9 years which are cancellable and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of such lease rentals are recognised as rental income under Note 19.

NOTE 4

EMPLOYEE BENEFITS

I. Defined Contribuition Plans

Total contribuition to Defined Contribution Plans amount to Rs. 273 thousand ( Previous Year : Rs 257 thousand) included in Contribution to Provident and other Funds (Refer Note 21)

II. Defined Benefit Schemes

(a) Pension (Unfunded)

The Company has a practice of paying pension to certain categories of retired employees and in certain cases to their surviving spouses based on acturial valuation at the end of each year.

(b) Medical Insurance Premium Re-imbursement (Unfunded)

The Company has a scheme of re-imbursement of medical insurance premium to certain categories of employees and their surviving spouses, upon retirement, based on acturial valuation at the year end subject to a monetary limit.

(c) Gratuity (Unfunded)

Gratuity benefits accrue to employees completing five years of service based on acturial valuation at the end of the year with reference to their respective salaries and tenure of employment subject to a maximum limit ofRs. 10 lakhs

(d) Leave Encashment (Unfunded)

Accrued liability towards leave encashment benefits payable to employees has also been evaluated on the basis of actuarial valuation at the end of the year and has been recognized as a charge in the Statement of Profit & Loss.

The following table set forth the particulars as per actuarial valuation in respect of Defined Benefit Schemes of the Company :

NOTE 5

Related Party Disclosures : In accordance with Accounting Standard (AS)-18 (A) Names of Related Parties and nature of relationship:

a) Associate Company

1) Woodside Parks Limited (WPL)

2) Majerhat Estates & Developers Limited (MEDL)

3) Kilbum Engineering Limited (KEL)

4) Eveready Industries India Limited (EIIL)

5) Babcock Borsig Limited (BBL)

b) Joint Venture Company :

1) D1 Williamson Magor Bio Fuel Limited (D1WM)

c) Key Management Personnel:

Mr. D Pal Chowdhury(Manager)(upto 31.03.2014)

Mr. Tuladri Mallick (Manager) (with effect from 01.05.2014)

The Company has unabsorded depreciation and carry forward business losses available for set off under Income tax Act, 1961. However, in view of inability to assess future taxable income, the extent of deferred tax assets which may be adjusted in subsequent years is not ascertainable with virtual certainty at this stage, and accordingly the deferred tax asset has been recognised only to the extent of deferred tax liability.

NOTE 6

There are no parties registered under the Micro, Small and Medium Enterprises Development Act, 2006 based on information available with the Company.

NOTE 7

SEGMENT REPORTING

The Company is registered as a Non-Banking Financial Company and is primarily engaged in holding shares in its group companies. The company does not have any reportable segment as envisaged in Accounting Standard (AS)-17 on "Segment Reporting".

NOTE 8

Exceptional Item comprises recovery of arrear rent, service charges and electricity charges aggregating Rs. 72,276 thousand( 31st March 2014: Rs NIL) pursuant to settlement of a litigation during the year ended 31st March 2015.

NOTE 9

Based onNotification no. DNBS.223/CGM(US)-2011 dated 17th January, 2011, provisionhas been made for standard assets at 0.25 percent of the balance of such assets as at 31st March, 2015 which has been disclosed separately as 'Contingent Provision against Standard Assets' inNote 10.

NOTE 10

Pursuantto the requirements ofNon-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, the Company had made an application to the Reserve Bank of India (RBI) seeking extension for regularization of the requirements relating to concentration of investments and exposure norms in a phased manner. Accordingly, the Company had sold certain shares to dilute its concentration of investments to some extent and had recovered a substantial portion of its loan exposure in the past years.

In the meantime (RBI) vide its NotificationNo. DNBS(PD)CC. No. 197/03.10.001/2010-11 dated 12th August, 2010 and No. DNBS(PD)CC. No. 206/03.10.001/2010-11 dated 5th January, 2011 has come out with a new category of NBFC which is known as Systematically Important Core Investment Company. The Company had filed an application with RBI for the conversion of its status from Systematically Important Non Deposit Taking Non Banking Financial Company to Systematically Important Non Deposit Taking Core Investment Company as a result of which the Company would not be required to dilute its exposure in terms of Investments and loans as mentioned above.

In response to the Company's aforesaid application, RBI has advised the Company in February 2013 to resubmit the application afreshjust after attaining the stipulated criteria for a CIC-NDSI but not later than 31st March 2015.

The Company submitted the application afresh based on audited accounts of Financial Year 2013-14 within the stipulated time as provided by the RBI. However RBI has returned the said application advising the Company to refurnish the application afresh based on latest finacials after meeting all the criterion of being a CIC- NDSI. The Company is taking necessary steps in this regard.

NOTE 11

PREVIOUS YEAR FIGURES

The previous year figures have been reclassified and regrouped wherever necessary.

---

Mar 31, 2014

NOTE 1 Share Capital

(a) Term/rights attached to equity shares

The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

31st March, 2014 31st March, 2013 Rs. ''000 Rs. ''000

NOTE 2A

CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged as debts :

Excise matters under dispute (Note i) 711 711

Service Tax Matters under dispute (Note ii) 26,583 26,583

Income Tax matters under dispute (Note iii) 2,383 2,383

Others 93 93

b) Guarantees given for loans granted to companies within the group 6,350 6,350

The probable cash outflow in respect of above is not readily determinable at this stage.

Notes :

(i) Representing claim in respect of Interest on Excise Duty pending before the Hon''ble High Court at Chennai.

(ii) Representing demand as per order issued by the Commissioner of Service Tax, Kolkata in respect of various service tax matters. The above includes penalty and interest for delayed payment of the taxes which have not been quantified in the Order.

(iii) Representing demand raised by Income Tax Authority for certain disallowances against which appeal has been filed by the Company.

NOTE 2B

OTHER COMMITMENTS

The Company has given an undertaking during the year to ICICI Bank Limited(the Bank) not to transfer, assign, dispose of, pledge,charge or create any lien or in any way encumber or deal with or dispose of existing(to the extent of 13,04,748 shares) or future shareholdings in Mcnally Bharat Engineering Company Limited without prior approval of the Bank.

NOTE 3 OPERATING LEASE

The Company has leasing arrangements in the nature of operating leases in respect of its premises for a period of 3 years which are cancellable and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of such lease rentals are recognised as rental income under Note 18.

NOTE 4

EMPLOYEE BENEFITS

I. Defined Contribuition Plans

Total contribuition to Defined Contribution Plans amount to Rs. 212 thousand (Previous Year : Rs 257 thousand) included in Contribution to Provident and other Funds (Refer Note 20 ).

II. Defined Benefit Schemes

(a) Pension (Unfunded)

The Company has a practice of paying pension to certain categories of retired employees and in certain cases to their surviving spouses based on acturial valuation at the end of each year.

(b) Medical Insurance Premium Re-imbursement (Unfunded)

The Company has a scheme of re-imbursement of medical insurance premium to certain categories of employees and their surviving spouses, upon retirement, based on acturial valuation at the year end subject to a monetary limit.

(c) Gratuity (Unfunded)

Gratuity benefits accrue to employees completing five years of service based on acturial valuation at the end of the year with reference to their respective salaries and tenure of employment subject to a maximum limit ofRs. 10 lakhs

(d) Leave Encashment (Unfunded)

Accrued liability towards leave encashment benefits payable to employees has also been evaluated on the basis of actuarial valuation at the end of the year and has been recognized as a charge in the Statement of Profit & Loss.

NOTE 5

Related Party Disclosures : In accordance with Accounting Standard (AS)-18 (A) Names of Related Parties and nature of relationship:

a) Subsidiary Companies :

1) Woodside Parks Limited (up to 18.3.2013)

2) Majerhat Estates & Developers Limited (up to 18.3.2013)

b) Associate Company

1) Woodside Parks Limited (WPL)

2) Majerhat Estates & Developers Limited (MEDL)

3) Kilburn Engineering Limited (KEL)

4) Eveready Industries India Limited (EIIL)

5) Babcock Borsig Limited (BBL)

c) Joint Venture Company :

1) Dl Williamson Magor Bio Fuel Limited (D1WM)

d) Key Management Personnel: Mr. D Pal Choudhury

NOTE 6

There are no parties registered under the Micro, Small and Medium Enterprises Development Act, 2006 based on information available with the Company.

NOTE 7

SEGMENT REPORTING

The Company is registered as a Non-Banking Financial Company and is primarily engaged in holding shares in its group companies. The company does not have any reportable segment as envisaged in Accounting Standard (AS)-17 on "Segment Reporting".

NOTE 8

Based on Notification no. DNBS.223/CGM(US)-2011 dated 17th January, 2011, provision has been made for standard assets at 0.25 percent of the balance of such assets as at 31st March, 2014 which has been disclosed separately as ''Contigent Provision against Standard Assets'' in Note 10.

NOTE 9

Pursuant to the requirements of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, the Company had made an application to the Reserve Bank of India (RBI) seeking extension for regularization of the requirements relating to concentration of investments and exposure norms in a phased manner. Accordingly, the Company had sold certain shares to dilute its concentration of investments to some extent and had recovered a substantial portion of its loan exposure in the past years.

In the meantime RBI vide its Notification No. DNBS(PD)CC. No. 197/03.10.001/2010-11 dated 12th August, 2010 and No. DNBS(PD)CC. No. 206/03.10.001/2010-11 dated 5th January, 2011 has come out with a new category of Non Banking Financial Company which is known as Systematically Important Core Investment Company. The Company had filed an application with RBI for the conversion of its status from Systematically Important Non Deposit Taking Non Banking Financial Company to Systematically Important Non Deposit Taking Core Investment Company as a result of which the Company would not be required to dilute its exposure in terms of Investments and loans as mentioned above.

In response to the Company''s aforesaid application, RBI has advised the Company in February 2013 to resubmit the application afresh just after attaining the stipulated criteria for a CIC-NDSI but not later than 31st March 2015 and subsequently in May 2013, the Company has been granted extension by the RBI from complying with the stipulated exposure norms till 31st March,2014. The Company is taking necessary steps in this direction.

---

Mar 31, 2013

NOTE 1

CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged as debt

Excise matters under dispute (Note i) 7,11 7,11

Service Tax matters under dispute (Note ii) 2,65,83 1,92,32

Income Tax matters under dispute (Note hi) 23,83

Others 93 93

b) Guarantees given for loans granted to companies within the group 63,50 63,50

The probable cash outflow in respect of above is not readily determinable at this stage Notes: i) Representing claim in respect of Interest on Excise Duty pending before the Hon''ble High Court at Chennai. ii) Representing demand as per order issued by the Commissioner of Service Tax, Kolkata in respect of various service tax matters. The above includes penalty and interest for delayed payment of the taxes which have not been quantified in the Order. hi) Representing demand raised by Income Tax Authority for certain disallowances against which appeal has been filed by the Company.

NOTE 2

OPERATING LEASE

The Company has leasing arrangements in the nature of operating leases in respect of its premises for a period of 3 years which are cancellable and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of such lease rentals are recognised as rental income under Note 18.

NOTE 3

EMPLOYEE BENEFITS

I. Defined Contribution Plans

Total contribution to Defined Contribution Plans amount to Rs.2,57 thousand (Previous Year : Rs. 1,86 thousand) included in Contribution to Provident and other Funds (Refer Note 20)

II. Defined Benefit Schemes

(a) Pension (Unfnnded)

The Company has a practice of paying pension to certain categories of retired employees and in certain cases to their surviving spouses based on acturial valuation at the end of each year.

(b) Medical Insnrance Preminm Re-imbnrsement (Unfnnded)

The Company has a scheme of re-imbursement of medical Insurance premium to certain categories of employees and their surviving spouses, upon retirement, based on acturial valuation at the year end subject to a monetary limit.

(c) Gratnity (Unfnnded)

Gratuity benefits accrue to employees completing five years of service based on acturial valuation at the end of the year with reference to their respective salaries and tenure of employment subject to a maximum limit of Rs. 10 lakhs.

(d) Leave Encashment (Unfnnded)

Accrued liability towards leave encashment benefits payable to employees has also been evaluated on the basis of acturial valuation at the end of the year and has been recognised as a charge in the accounts.

NOTE 4

Related Party Disclosures in accordance with Acconnting Standard (AS)-18 : (a) Names of Related Parties and natnre of relationship :

a) Snbsidiary Companies:

1) Woodside Parks Limited (WPL) (upto 18.3.2013)

2) Majerhat Estates & Developers Limited (MEDL) (upto 18.3.2013)

b) Associate Companies:

l)BabcockBorsig Limited (BBL)

2) Woodside Parks Limited (WPL) (From 19.3.2013)

3) Majerhat Estates & Developers Limited (MEDL) (From 19.3.2013)

4) Kilburn Engineering Limited (KEL)

5) Eveready Industries India Limited (EIIL)

c) Joint Ventnre Company:

1) Dl Williamson Magor Bio Fuel Limited (D1WM)

d) Key Management Personnel: Mr. D Pal Choudhury

The Company has unabsorbed depreciation and carry forward business losses available for set off under Income Tax Act, 1961. However, in view of inability to assess future taxable income, the extent of deferred tax assets which may be adjusted in subsequent years is not ascertainable with virtual certainty at this stage, and accordingly the deferred tax asset has been recognised only to the extent of deferred tax liability.

NOTE 5

There are no parties registered under the Micro, Small and Medium Enterprises Development Act, 2006, based on information available with the Company.

NOTE 6

SEGMENT REPORTING

The Company is registered as a Non-Banking Financial Company and is primarily engaged in holding shares in its group companies. The company is a single segment entity as envisaged in Accounting Standard (AS)-17 on "Segment Reporting".

NOTE 7

The Company has sold a portion of its immoveable property comprising Land and Building during the year. Profit on sale of such property amounting to Rs. 14,21,13 thousand (Previous Year : Rs.29,58,15 thousand) and compensation of Rs.1,38,60 thousand (Previous Year : Rs.Nil) for vacating premises taken on lease has been disclosed as Exceptional Item in the Statement of Profit and Loss.

NOTE 8

Based on Notification no.DNBS.223/CGM(US)-2011 dated 17th January, 2011, provision has been made for standard assets at 0.25 percent of the balance of such assets as at 31st March, 2013 which has been disclosed separately as ''Contigent Provision against Standard Assets'' in Note 10.

NOTE 9

Pursuant to the requiremnts of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, the Company had made an application to the Reserve Bank of India (RBI) seeking extension for regulansation of the requirements relating to concentration of investments and exposure norms in a phased manner. Accordingly, the Company had sold certain shares to dilute its concentration of investments to some extent and had recovered a substantial portion of its loan exposure in the past years.

In the meantime the RBI vide its Notification No.DNBS(PD)CC. No.197/03.10.001/2010-11 dated 12th August, 2010 and No.DNBS(PD)CC. No.206/03.10.001/2010-11 dated 5th January, 2011 has come out with a new category of NBFC which is known as Systemically Important Core Investment Company. The Company had filed an application with RBI for the conversion of its status from Systemically Important Non Deposit Taking Non Banking Financial Company to Systemically Important Non Deposit Taking Core Investment Company as a result of which the Company would not be required to dilute its exposure in terms of Investments and Loans as mentioned above.

In response to the Company''s aforesaid application, RBI has advised the Company in February 2013 to resubmit the application afresh just after attaining the stipulated criteria for a CIC-NDSI but not later than 31st March 2015. The Company is taking necessary steps in this direction.

NOTE 10

PREVIOUS YEAR FIGURES

The previous year figures are reclassified and regrouped wherever necessary.

---

Mar 31, 2012

31st March, 2012 31st March, 2011 Rs.'000 Rs.'000

NOTE 1

CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged as debt Sales tax matters under dispute (Note I) -- 41,98 Excise matters under dispute (Note II) 7,11 7,11 Service Tax matters under dispute (Note III) 1,92,32 1,28,81 Others 93 93

b) Guarantees given for loans granted to companies within the group 63,50 63,50

The probable cash outflow in respect of above is not readily determinable at this stage

Notes :

i) Represents sales tax levied on income from license fees pending before Commissioner of Commercial Taxes, West Bengal. Provided in the current year.

ii) Representing claim in respect of Interest on Excise Duty pending before the Hon'ble High Court at Chennai.

NOTE 2

OPERATING LEASE

The Company has leasing arrangements in the nature of operating leases in respect of its premises for a period of 3 years which are cancellable and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of such lease rentals are recognised as rental income under Note 18.

NOTE 3

EMPLOYEE BENEFITS

I. Defined Contribution Plans Total contribution to Defined Contribution Plans amount to Rs.1,86 thousand (Previous Year : Rs.1,59 thousand) included in Contribution to Provident and other Funds (Refer Note 20)

II. Defined Benefit Schemes

(a) Pension (Unfunded) The Company has a practice of paying pension to certain categories of retired employees and in certain cases to their surviving spouses based on acturial valuation at the end of each year.

(b) Medical Insurance Premium Re-imbursement (Unfunded) The Company has a scheme of re-imbursement of medical Insurance premium to certain categories of emplooyees and their surviving spouses, upon retirement, based on acturial valuation at the year end subject to a monetary limit.

(c) Gratuity Gratuity benefits accrue to employees completing five years of service based on acturial valuation at the end of the year with reference to their respective salaries and tenure of employment subject to a maximum limit of Rs.10 lakhs.

(d) Leave Encashment (Unfunded) Accrued liability towards leave encashment benefits payable to employees has also been evaluated on the basis of acturial valuation at the end of the year and has been recognized as a charge in the accounts.

NOTE 4

RELATED PARTY DISCLOSURES :

(a) Names of Related Parties and nature of relationship :

a) Subsidiary Companies :

1) Woodside Parks Limited (WPL)

2) Majerhat Estates & Developers Limited (MEDL)

b) Associate Companies :

1) Kilburn Engineering Limited (KEL)

2) Eveready Industries India Limited (EIIL)

c) Joint Venture Company :

1) D1 Williamson Magor Bio Fuel Limited (D1WM) d) Key Management Personnel : Mr. D Pal Choudhury

(b) Transactions / balances

NOTE 5. In absence of information available with the Company with regard to registration of parties under the Micro, Small and Medium Enterprises Development Act, 2006, no disclosure has been made in respect of such companies, if any.

NOTE 6. SEGMENT REPORTING

The Company is registered as a Non-Banking Financial Company and is primarily engaged in holding shares in its group companies. The company does not have any reportable segment as envisaged in Accounting Standard (AS)-17 on "Segment Reporting".

NOTE 7. The Company has sold a portion of its immoveable property comprising Land and Building during the year. Profit on sale of such property amounting to Rs.29,58,15 thousand (Previous Year : Nil) has been disclosed as Exceptional Item in the Profit and Loss Statement.

NOTE 8. Based on Notification no.DNBS.223/CGM(US)-2011 dated 17th January, 2011, provision has been made for standard assets at 0.25 percent of the balance of such assets as at 31st March, 2012 which has been disclosed separately as ‘Contigent Provision against Standard Assets' in Note 10.

NOTE 9. Pursuant to the requiremnts of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, the Company has made an application to the Reserve Bank of India seeking extension for regularization of the requirements relating to concentration of investment and exposure norms in a phased manner. Accordingly the Company has sold certain shares to dilute its concentration of investments in the previous year to some extent and has recovered a substantial portion of its loan exposure during the year.

In the meantime the Reserve Bank of India vide its Notification No.DNBS(PD)CC. No.197/03.10.001/2010-11 dated 12th August, 2010 and No.DNBS(PD)CC. No.206/03.10.001/2010-11 dated 5th January, 2011 has come out with a new category of NBFC which is known as Systemically Important Core Investment Company. The Company is taking necessary steps for the conversion of its status from Systemically Important Non Deposit Taking Non Banking Financial Company to Systemically Important Non Deposit Taking Core Investment Company as a result of which the Company need not dilute its exposure in terms of Investments and Loans as mentioned above.

NOTE 10. PREVIOUS YEAR FIGURES

The financial statements for the year ended 31st March, 2011 had been prepared as per the then applicable pre-revised Schedule VI to the Companies Act, 1956. Consequent to the Notification to the Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended 31st March, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified and regrouped to this year's classification and grouping.

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Mar 31, 2010

1. Claims against the Company not acknowledged as debt 31st March, 2010 31st March, 2009 Rs.000 Rs.000

Claims against the Company not acknowledged as debt 93 93

2. Contingent Liabilities for :

(a) Sales Tax matters under dispute 41,98 41,98 (Note i)

(b) Excise matters under dispute 7,11 7,11 (Note ii)

(c) Service Tax Matters under dispute 45,80 - (Note iii)

(d) Guarantees given for loans grante d to companies within the group 63,50 6,84,47

The probable cash outflow in respect of above is not readily determinable at this stage. Notes :

i) Represents sales tax levied on income from license fees pending before Commissioner of Commercial Taxes, West Bengal.

ii) Representing claim in respect of Interest on Excise Duty pending before the Honble High Court at Chennai.

iii) Representing demand as per Show Cause Notice issued by the Commissioner of Service Tax, Kolkata in respect of various service tax matters. Demand also includes the interest for delayed payment of the taxes which has not been quantified in the demand notice.

2. In absence of information available with the Company with regard to registration of parties under the Micro, Small and medium enterprises Development Act 2006, no disclosure has been made in respect of such companies, if any.

3. Operating Lease :

The Company has leasing arrangements in the nature of operating leases in respect of its premises for a period of 3 years which are cancellable and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of such lease rentals are recognised as rental income under Schedule XI.

4. Post Employment Benefits : Defined Contribution Schemes

(a) Provident Fund:

Contributions to Provident Funds are made by the Company, based on current salaries, to recognised funds administered by the Trustees of the Company. In case of Provident Fund Schemes, contributions are also made by the employees.

The investments are made as per the rules laid down by Employees Provident Fund Organisation (EPFO). The company has an obligation to fund any shortfall in return on plan assets over the interest rates prescribed by EPFO.

The total amount contributed by the company to the Fund for the year ended 31st March 2010 was Rs.1,14 thousand (previous year- Rs.1,41 thousand).

(b) Superannuation Fund:

Contributions to Superannuation Schemes are applicable for certain categories of employees and the contribution by the Company is invested with Insurance Companies.

The total amount paid on this account during the year ended 31st March 2010 was Rs. 66 thousand (Previous year – Rs. 97 thousand).

Defined Benefit Schemes

(a) Pension (Unfunded)

The Company has a practice of paying pension to certain categories of retired employees and in certain cases to their surviving spouses.

(b) Medical Insurance Premium Re-imbursement (Unfunded)

The Company has a scheme of re-imbursement of medical insurance premium to certain categories of employees and their surviving spouses, upon retirement, subject to a monetary limit.

(c) Gratuity

Gratuity benefits accrue to employees completing five years of service bases on their respective salaries and tenure of employment subject to a maximum limit of Rs. 10 lakhs.

(d) Leave Encashment (Unfunded)

Accrued liability towards leave encashment benefits payable to employees has also been evaluated on the basis of actuarial valuation at the end of the year and has been recognized as a charge in the accounts.

The estimates of rate of inflation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment sphere.

Since the Company has adopted Accounting Standard 15 (Revised 2005) on Employee benefits in the year 2007-08, only figures for three financial years are available and disclosed.

5. Disclosures in respect of related parties as defined in Accounting Standard(AS)-18 "Related Party Disclosures" issued by the Institute of Chartered Accountants of India (ICAI), with whom transactions have taken place during the year are noted below -

a) Subsidiary Companies : b) Associate Companies :

Woodside Parks Limited Babcock Borsig Limited

Majerhat Estates & Developers Limited Kilburn Engineering Limited Eveready Industries India Limited

c) Company having significant influence - Metals Centre Limited

d) Joint Venture Company :

D1 Williamson Magor Bio Fuel Limited - Joint Venture Company with Middlesbrough Oils UK Limited.

e) Key Management Personnel : Mr. B M Khaitan

Mr. Deepak Khaitan

Mr. A Khaitan

Mr. D Pal Choudhury

6. The Company has unabsored depreciation and carried forward business losses available for set off under Income Tax Act, 1961. However, in view of inability to assess future taxable income, the extent of deferred tax assets which may be adjusted in subsequent years is not ascertainable with virtual certainty at this stage, and accordingly the deferred tax asset has been recognised only to the extent of deferred tax liability.

7. The Company is registered as a Non-Banking Financial Company and is primarily engaged in holding shares in its group companies. The Company does not have any reportable segment as envisaged in Accounting Standard (AS)- 17 on "Segment Reporting" issued by the Institute of Chartered Accountants of India (ICAI).

8. Pursuant to the requiremnts of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, the Company has made an application to The Reserve Bank of India for seeking extension for regularisation of the requirements relating to concentration of investment and exposure norms in a phased manner. Accordingly the Company has sold certain shares to dilute its concentration of investments to some extent and recovered a substantial portion of its loan exposure during the year.

9. The figures for the previous year have been regrouped and re-arranged wherever necessary.