Williamson Magor & Company Ltd Directors Report

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2024

The Directors present the Annual Report with the Audited Financial Statements of your Company for the year ended 31st March, 2024. FINANCIAL RESULTS

The Financial Results ofthe Companyfortheyearended 31st March 2024aresummarized below:

	2023-24	2022-23
Revenuefrom Operations	28,899	30,569
Other Income	28,796	5,35,179
Total Revenue	57,695	5,65,748
Profit/(Loss) before Finance Costs, Depreciation and Exceptional Items and Taxation	(3,63,666)	2,33,946
Less: Finance Costs	30,255	1,01,829
Less: Depreciation and Amortization Expenses	28	106
Profit/(Loss) before Exceptional Items and Tax	(3,93,949)	1,32,011
Less: Exceptional Items	-	-
Profit/(Loss) before tax	(3,93,949)	1,32,011
Tax Expenses
Current Tax	-	(11,026)
Deferred Tax	1,10,285	(28,150)
Profit/(Loss) for the year	(5,04,234)	1,71,187

OPERATIONS

During the year under review, the total revenue earned by the Company was much lower at Rs. 5.77 crores as against 56.57 crores earned in the previous year due to decrease in other income. While the finance costs during the year much lower to Rs. 3.02 crores as against Rs. 10.18 crores incurred in the previous year which is mainly due to reduction of interest on Debt Securities to Nil as against 9.78 crores incurred in previous year. In view ofthe above, the net loss of your Company during the year at Rs. 50.42 crores against profit of Rs. 17.11 crores in the previous year.

SHARECAPITAL

The Authorised Share Capital of your Company as on March 31,2024, stood at Rs. 25,00,00,000 divided into 2,37,50,000 Equity Shares of Face Value Rs.10/- each and 1,25,000 Preference Shares of Rs. 100/- each. The Issued, Subscribed and the Paid-Up Equity Share Capital of the Companystood at Rs. 10,95,63,600divided into 1,09,56,360 EquityShares ofFace Value Rs.10/- each.There has been nochangein theShare Capital ofthe Company during the period under review.

DIVIDEND

On account of the accumulated loss, your Directors regret their inability to recommend any dividend for the year under review. RESERVES

The Board has not transferred any amount to the General Reserve for the year ended 31st March, 2024 due to losses incurred.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In termsoftheSecurities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015,aManagement Discussion and Analysis Report is attached as Annexurelandforms part ofthis Report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

During the year under review, the Company does not have any Subsidiaries. However, the Company had two associate companies and one joint venture company as follows:-

i) Majerhat Estates & Developers Limited - Associate Company

ii) Williamson Financial Services Limited - Associate Company

iii) D1 Williamson Magor Bio Fuel Limited-JointVentureCompany

D1 WILLIAMSON MAGOR BIO FUEL LIMITED

The operation of D1 Williamson Magor Bio Fuel Limited (D1WML) being un-economical, D1WML has suspended all its projects in view of which the Companyhas made provision in its Accountagainst its entire investment in D1WML.

CONSOLIDATED FINANCIAL STATEMENTS AND AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

As required under Section 129(3) of the Companies Act, 2013, Consolidated Financial Statements of the Company, its two Associate Companies and one Joint Venture Company as mentioned above prepared in accordance with the applicable Accounting Standards issued by the InstituteofChartered Accountants of India and theAuditors Reporton theConsolidated Financial Statementsareappended in theAnnual Report.

A statement containing the salient features of the financial statements of the Companys aforesaid two Associate Companies and one Joint Venture Company pursuant to the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 prepared in Form AOC-1 is attached to the financial statements ofthe Companyfor your information.

DEPOSIT

The Company neither invited nor accepted any deposit from the public during the financial year 2023-24. No amount on account of principal or intereston depositfrom public wasoutstanding ason thedate ofthe balance sheet.

DEBENTURE AND DEBENTURE TRUSTEES

The Company had allotted 1000 Secured, Redeemable, Non - Convertible Debentures of Rs. 10,00,000/- each at par on 4th October 2018 to thefollowing:

a) 5 Secured, Redeemable, Freely Transferable, Non - Convertible Debentures with a face value of Rs. 10,00,000/- each on a private placement basis to IL&FS Financial Services Limited and;

b) 995 Secured, Redeemable, Freely Transferable, Non - Convertible Debentures with a face value of Rs. 10,00,000/- each on a private placement basis to IL&FS Infrastructure Debt Fund.

The Companyhad appointed a debenturetrusteefortheaforesaid transaction.Thedetail ofdebenturetrustee is given below:

Vistra ITCL (India) Limited

The IL&FS Financial Centre, Plot C-22/G Block, Bandra Kurla Complex, Bandra (East) Mumbai - 400051.Tel:022-26593535.

ONE-TIME SETTLEMENT WITH ANY BANKOR FINANCIAL INSTITUTION

During the year under review, the following one-time settlement was entered with Bank or Financial Institution:

• The Company and IL&FS Infrastructure Debt Fund ("IDF"), IL&FS Infra Asset Management Limited and others have entered into a settlement agreement dated 5th May, 2023 to amicablysettlethe disputes inter-alia relating to default in paymentobligations of995 Secured, Redeemable, Non-convertible Debentures (NCDs) of Face Value of Rs 10,00,000/- each.

• TheCompanyand Aditya Birla Finance Limited (ABFL) and others haveentered into Terms ofSettlementand Consent Term dated 7th June, 2023 to amicably settle the disputes with ABFL in the matter inter-alia relating to Compulsorily Convertible Preference Shares (CCPS) of McNally Bharat Engineering Company Limited (MBECL) of Rs. 70 Crores subscribed by ABFL with "Put Option" obligations on the Company.

• The Company and Kotak Mahindra Bank Limited ("KMBL") have entered into a settlement agreement dated 26th December, 2023 to amicablysettlethedisputes inter-alia relating to default in paymentobligationsoftheoutstandingdues in regard to the put-option agreement dated 12th April, 2018 executed between the Company and KMBL.

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

Thereare no material changesorcommitments that haveoccurred between the end ofthefinancial yearand thedate ofthis Report.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

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

The Internal Audit of the various operations ofthe Company is periodically conducted by an outside agency which submits its report to the Audit Committee of the Board of Directors of the Company. The Audit Committee takes the same into consideration for the purpose of evaluation of Internal Financial Controls in the Company.

The Company has in place a process to inform the Board about the risk assessment and minimization procedures. It has an appropriate Risk Management system in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timelymonitoring and reporting. Presently, Regulation 21 oftheSEBI LODRwith respect to RiskManagementCommittee is not applicable to your Company. Committee of the Board of Directors of the Company monitors and reviews the risks associated with the Companys business operations and manages them effectively in accordance with the risk management system of the Company. However, the Board has constituted Risk Management Committee for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. As on 31st March, 2024, the Committee comprises of Mr. Debasish Lahiri, Mr. Lakshman Singh and Mr. Chandan Mitra. Mr. Debasish Lahiri is the Chairman ofthe Committee.

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparationof the annual accounts,the applicable accountingstandardshadbeenfollowedalongwithproperexplanation relating to material departures, Ifany;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit andlossofthe company for that period;

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

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

v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi) the Directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS

During the year ended 31st March, 2024, Six Board Meetings were held as follows, the details of which are given in the Corporate Governance Report:

2nd May, 2023,29th May, 2023,11th August 2023,9th November 2023,26th December, 2023 and 7th February 2024.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During theyear,aseparate meeting ofthe Independent Directors was held on 29th March 2024in terms ofrequirements ofSchedule IV of the Companies Act, 2013, without the attendance of non-independent directors and members of management. The evaluation process prescribed in paragraph VII ofSchedule IVto theAct was carried outatthesaid Meeting.

REPORT ON CORPORATE GOVERNANCE

In terms of requirements of Regulation 34(3) of the Listing Regulations, a Report on Corporate Governance and the Auditors Certificate regarding Compliance to Corporate Governance requirement are attached as Annexure II and Annexure III respectively and form part of this Report.

BOARD EVALUATION

Pursuantto provision oftheAct and the Listing Regulation and based on Policydevised by the Nomination and Remuneration Committee (NRC),theformal evaluation ofthe performanceofthe Independent Directors, Non - Independent Directors,Chairperson and the Board of Directors as a whole and all Board Committees was carried out by the Board at its meeting held on 27th May 2024 for the financial year ended31st March, 2024 in accordance with the relevant provisions ofSection 134 ofthe Act read with the Rule related thereto and Section 178 of the Act and Schedule IV to the Act and also in accordance with the guidance note issued by the Securities and Exchange Board of India (SEBI) vide its circular No. SEBI/H0/CFD/CIR/P/2017/004 dated 5th January, 2017 and the same was found to be satisfactory.

The Board performance was evaluated based on inputs received from all Directors after considering criteria such as Board Composition and structure, effectiveness of Board and information provided to the Board etc.

The performanceofthe committees wasevaluated by the Board ofthe Directors based on inputs receivedfrom all thecommittee members after considering criteria such as composition and structure ofcommittees, effectiveness ofcommittee meetings etc.

BOARD OF DIRECTORS

The Board of Directors ofthe Company comprised of6Directors as on31st March 2024 ofwhom twoare Independent Directors including two Woman Directors.

During the year under review, Mrs Rekha Mukherjee (DIN: 09663627), Non-Executive Director resigned from the Board w.e.f. 4th April, 2023. Mrs Sadhana Mukherjee (DIN: 09762378), Non-Executive Independent Director resigned from the Board w.e.f. 11th April, 2023.

Further, Mrs Madhumita Singh Bhasin (DIN: 10078878) was appointed as Non-Executive Director w.e.f. 25th April, 2023 and resigned from the Board w.e.f. 20th October, 2023. Mr. Neville Allen Betreen (DIN: 09774939) was appointed as Non-Executive Independent Director w.e.f. 15th May, 2023 and resigned from the Board w.e.f. 1st November, 2023. Mrs Ishita Ray (DIN: 10342735) was appointed as Non-Executive Director w.e.f. 18th October, 2023 and resigned from the Board w.e.f. 4th April, 2024. Mr. Bharat Bhatt (DIN: 10330991) was appointed as Non-Executive Independent Director w.e.f. 18th October, 2023 and resigned from the Board w.e.f. 5th April, 2024.

After the closure of the financial year Mr. Sukesh Dolui (DIN: 10511602) was appointed as Non-Executive Director w.e.f. 3rd April, 2024 and Mr Tabrez Ahmed (DIN: 10570558) was appointed as Non-Executive Independent Director w.e.f. 3rd April, 2024. The approval of the shareholders towards such appointments were obtained by way of postal ballot - notices dated 29th May 2023,9th November, 2023 and 27th May, 2024.

In accordance with provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 (the Act), Mr. Sukesh Dolui (DIN: 10511602) will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

A certificate of Non-Disqualification of Directors furnished by M/s. Vidhya Baid & Co., Company Secretaries as required under Regulation 34(3) read with ScheduleVPara C sub-clause 10(i) ofSEBI (LODR) Regulations, 2015 is Annexed as AnnexurelV.

All the Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in terms of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that all of them fulfill all the conditions specified in the Act making them eligible to continue to act as Independent Directors ofthe Company.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 ofthe Companies (Accounts) Rules, 2014(as amended).

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

KEY MANAGERIAL PERSONNEL

Pursuantto Section 203 ofthe Companies Act, 2013,following arethe keymanagerial personnel ofthe Company:

1. Mr Sudipta Chakraborty appointed as Manager and Chieffinancial Officer of the Company w.e.f. 29 May 2023.

2. MrSk Javed Akhtar, Company Secretary & Compliance Officer of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

COMMITTEES OF THE BOARD

Ason31 March 2024,the Board had threecommittees namelyAuditCommittee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee. All the Committees consist of optimum number of independent directors.

During theyear there was no instances where the Board of Directors ofthe Company had not accepted any recommendation ofthe Committees.

A detailed note on the Composition ofthe Committees is provided in the Corporate Governance Report.

AUDIT COMMITTEE

As on 31 March 2024, the Audit Committee ofthe Board of Directors ofthe Company consisted of Mr. Bharat Bhatt and Ms. Lyla Cherian, Non - Executive Independent Directors and Mr. Chandan Mitra, Non - Executive Non - Independent Director. Mr. Bharat Bhatt is the Chairperson ofthe Committee.

All Members ofthe Committee possess strong knowledge of accounting and financial management. The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the managementare presented to theAudit Committee. During theyearended 31st March, 2024 there were no instance where the Board of Directors of the Company had not accepted the recommendations of the Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a vigil mechanism/whistle blower policy the details of which are available on the Companys website www.wmtea.com.The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests ofthe employees and the Company.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

The particulars required to befurnished in this regard aregiven in the terms ofreferenceofthe Nomination and Remuneration Committee as specified under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations as mentioned in the attached Report on Corporate Governance and also in the Remuneration Policy of the Company attached as Annexure V to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013are disclosed inthe notes to thefinancial statementsfortheyearended 31st March, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no material significant transaction with the related party made by the Company during the year 2023-24.

Since all Related Party Transactions entered into byyourCompanywerein the ordinarycourseof business and also on an arms length basis, therefore, details required to be provided in the prescribed Form AOC -2are not applicable to your Company.

The Company has formulated a Related Party Transaction Policy and the same is disclosed on the website of the Company and can be accessed at www.wmtea.com.

STATUTORYAUDITORS

M/s V. Singhi & Associates, Chartered Accountants, the Statutory Auditors of the Company have been appointed at the Seventy First Annual General Meeting of the Company held on 20th September, 2022 to hold office till the conclusion of the Seventy Sixth Annual General Meeting of the Company to be held in the year 2027.

STATUTORY AUDIT REPORT

In the Auditors Report dated 27th May, 2024, the Auditors have given Qualified Opinion in relation to the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31 March 2024. The basis for qualified opinion and Boards response in relation to the said opinion are as under:-

SI. No. Audit-Qualification	Managements Response
(a) Non-recognition of Interest Expense	The Company is under reframing process and is in constant dialogue with the lenders with regard to restructuring.
The Auditor drawn attention to Note 47 of the Standalone Financial Statement relating to non-recognition of interest expense on secured borrowings from financial institutions and unsecured inter-corporate borrowings. As the matter is under dispute / negotiation, the Company has neither recognized nor ascertained any finance cost on such secured borrowings for the period given hereunder
	As the matter is under dispute, the Board of Directors has decided not to recognize interest expense on its borrowings for the current period in the Audited Financial Results as the same is unascertainable at present.
SI. Name of the Secured Lender No.	Period for which interest has not been provided for
1 InCred Financial Services Limited (formerly KKR India Financial Services Private Limited)	From August, 2019 upto March, 2024
2 HDFCBankLimited	From April, 2021 upto March, 2024
Further, interest expense on inter-corporate borrowings amounting to Rs. 4,24,354 thousand for Inter-corporate borrowings for the year ended 31st March, 2024 has not been recognised by the Company. As a result, finance cost and liability on account of interest to that extent are understated and Total Comprehensive Income is overstated.
This constitutes a departure from the requirements of Indian Accounting Standard 109 "Financial Instruments".
(b) Default in repayment of principal and interest	The company and IL&FS Infrastructure Debt Fund (IDF) and IL&FS Infra Asset Management Limited have entered into a settlement agreement dated 05th May, 2023 for settlement of Debt. Part of the Settlement process has already been executed. Once the execution is fully completed the effect can be ascertained.
The Auditor drawn attention to Note 48 of the Standalone Financial Statement with respect to default in repayment of Principal and Interest on Non-Convertible Debentures issued to IL&FS Financial Services Limited and subsequent settlement agreed upon. In earlier years, Security provided by the Company by way of mortgage/pledge of certain properties with the Debenture Trustee against issue of above debentures have been invoked by the Debenture Trustee from time to time.
The Management has ascertained and decided to adjust disposal proceeds and payment made as per the settlement agreement from the outstanding value of debentures and estimated interest as per the repayment schedule. We are unable to ascertain the effect of the same as of now.
(c) Recognition of Deferred Tax Assets	The Company is taking all measure to recuperate by interalia, recovering its loans and Interest from its borrower and achieve to the extent possible the reversal of the NPA and entering into One Time Settlements (OTS) with its lenders and generally improving its business conditions etc.
The Auditor drawn attention to Note 31 of the Standalone Financial Statements where the Management has considered recognition of deferred tax assets amounting to Rs. 9,01,327 thousand as at 31st March, 2024 assuming virtual certainty supported by convincing evidence that sufficient future taxable income would be available against which such assets can be realised.
Considering the managements assessment of going concern assumption in the Standalone Financial Statements, the condition of reasonable certainty for recognizing the deferred tax assets as per Ind AS 12 "Income Taxes" has not been met. Consequently, deferred tax assets are overstated and total comprehensive profit for the year ended 31st March, 2024 is overstated to that extent.	Once the business revives, the company would be having sufficient profits against which it would be able to utilize the deferred tax assets.
(d) Balances of receivables, unsecured and secured loan creditors and their balance confirmations.	The Company is in disagreement with regard to Interest charged and is in conversation for waiver / reduction of interest. Hence, it is not quantifiable at this point of time. Once it is finalized the balance confirmations can be provided.
The Auditor drawn attention to Note 33 to the Standalone Financial Statements with respect to certain balances, relating to trade and other receivables and liabilities including those payable to loan creditors lacking reconciliation and confirmation. Adjustments/impact in this respect are currently not ascertainable and as such cannot be commented upon by us.
(e) Material Uncertainty related to Going Concern	The company is taking all measures to recover its loans from its Borrowers and entering into One Time Settlement (OTS) with its lenders. The company has already entered into settlement with IL& FS. Under such circumstances the company is assured to improve its working and therefore the Going Concern status ofthe company is not believed to be compromised at this point oftime.
The Auditor drawn attention to Note 46 ofthe Standalone Financial Statements with respect to material uncertainty related to Going Concern.The Company has defaulted in repayment of borrowings to its financial institutional lenders and others. In view of the Management, the Company will be able to improve its net working capital position to discharge its current and non-current financial obligations. However, in view of the uncertainties involved, these events and conditions indicate a material uncertainty which may cast a significant doubt on the Companys ability to continue asagoing concern.
Accordingly, the use of going concern assumption of accounting in preparation of this Statement is not adequately and appropriately supported as per the requirements of Indian Accounting Standard 1 "Presentation of Financial Statements".

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Messrs. MKB & Associates, Company Secretaries to conduct the Secretarial Audit of the Companyfortheyearended31st March 2024.TheSecretarial Auditors Report is attached to this Reportas AnnexureVI and forms part of the Directors Report.

There are certain qualifications or reservations or adverse remarks made by the Secretarial Auditors in their Report and the response of the Company to the same is as under:-

i. Mr. Lakshman Singh, Mr. Chandan Mitra, Mr. Debasish Lahiri and Ms. Lyla Cherian, the directors of the Company have been disqualified to become directors under Section 164(2) of the Companies Act, 2013 with effect from 30th September, 2022.

We would like to state that Company had failed to redeem its Non-convertible Debentures (NCDs) on due date being 30th September, 2021 and the period of one year expired on 30th September, 2022. Accordingly, Mr. Lakshman Singh, Mr. Chandan Mitra, Mr. Debashish Lahiri and Ms. Lyla Cherian,thedirectors ofthe Companyhave been disqualified to becomedirectors underSection 164(2)(b) of the Companies Act, 2013. However, during the financial year a settlement agreement dated 5th May, 2023 was entered between the Companyand IL&FS Infrastructure Debt Fund, IL&FS Infra Asset Management Limited and others.

ii. the Company has conducted Non-Banking Financial Activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the RBI Act, 1934.

We would like to state that the Company received the Notice No. KOL. DOS. RSG. NO. S949/03.03.008/2002-23 dated July 04, 2022 from the Reserve Bank of India (RBI) for surrender of original certificate of Registration pursuant to an order dated June 29,2022 passed by RBI for cancellation of certificate of Registration No. N.05.05534 dated March 31, 2003 issued to the Company for NonBanking Financial CompanyunderSection 45-IA(6) ofthe Reserve BankofIndia Act, 1934. In this regard thecompanyfiled an appeal before the Appellate Authority for NBFC, Ministry of Finance against the said order which was rejected vide order dated May 04,2023.

The Company has filed writ petition dated January 04, 2024 in the Honble High Court of Calcutta against the rejection order of appellateauthority.

FRAUD REPORTING BY AUDITORS

During the year under review, no instances of fraud has been reported to the Audit Committee under Section 143(12) ofthe Companies Act, 2013 against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report neither by the Statutory Auditors nor the Secretarial Auditors.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an Audit of all the applicable compliances as per the SEBI Regulations and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report issued by a Practising Company Secretary (PCS) has been submitted to the Stock Exchanges within the stipulated time pursuantto regulation 24AofSEBI (LODR) Regulations, 2015.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31,2024 is available on the Companys website on Form_MGT_7_2023-24.pdf (www.wmtea.com)

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135(5) of the Companies Act, 2013, certain class of companies are required to spend at least 2% of Average Net Profits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. Your Company had a net loss of Rs. 50.42 Crores during the financial year ended 31st March, 2024 and there was no Average Net Profit during the above period computed in terms of Section 198 ofthe Act, and hence the Company was not required to make expenditure in CSR Activities. A report on CSR activities voluntarily undertaken by the Company during the year is attached as Annexure VII.

The Company however, has constituted a CSR Committee and adopted a CSR Policy which can be accessed at www.wmtea.com. The Corporate Social ResponsibilityCommitteeofthe Board as on 31st March, 2024consisted of3 Directors, namely, Mr. Bharat Bhattand Ms. Lyla Cherian, Non - Executive Independent Directors and Mr. Debasish Lahiri, Non - Executive Non - Independent Director. Mr. Bharat Bhatt is the Chairperson ofthe Committee.

PARTICULARS OF EMPLOYEES

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

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

A statement giving details ofconservation ofenergy,technologyabsorption and foreign exchange earnings and outgo in terms of Rule 8(3) ofthe Companies (Accounts) Rules, 2014is attached as Annexure IX to this Report.

PREVENTION OF INSIDER TRADING

Your Company has adopted and implemented a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. All Directors, employees and other designated persons, who could have access to unpublished price sensitive information of the Company are governed by this code.

The trading window regarding dealing with equity shares ofthe Company is duly closed during declaration of financial results and occurrence ofany other material event as per the code. During the year under review there has been due compliance with the code.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

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

Further, the Honble High Courtat Calcuttavidejudgmentand orderdated 26 February2021 in I.A. G.A. 1 of2019 (T.A. No. 12 of2019/G.A. 2174 of 2019) with C.S. No. 177 of 2019 in IL & FS Financial Services v/s Aditya Khaitan &Ors., has, inter alia, restrained the Company from transferring, alienating or encumbering any of its assets till the disposal ofthe suit. The commercial suit is presently pending before the Honble High Court. The Written Statement on behalf of the Company has been filed.

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

Further, in an application under section9ofArbitration&Conciliation Act filed by KotakMahindra Bank Ltd.,an orderofinjunction has been passed by the Honble Bombay High Court, inter alia, restraining the Company from transferring any of its immovable properties or assets otherwise than in theordinaryand usual courseofbusiness.Thesameorderalsodirected theCompanyto makea depositofRs 14.88 crores with the Court. Subsequently, One Time Settlement (OTS) has been entered into between Kotak Mahindra Bank Ltd. and the Company. Consent Terms dated 23 February 2024 was executed by them. The Arbitral Tribunal passed the final award in terms of the said consent terms and disposed off the Arbitration.

The Company has received the Notice No. KOL. DOS. RSG. NO. S949/03.03.008/2002-23 dated July 04,2022 from the Reserve Bank of India (RBI)forsurrenderoforiginal certificate of Registration pursuanttoan orderdatedJune29,2022 passed by RBIforcancellation ofcertificate of Registration No. N.05.05534 dated March 31,2003 issued to the Company for Non- Banking Financial Company under Section 45-IA(6) of the Reserve Bank of India Act, 1934. In this regard the company filed an appeal before the Appellate Authority for NBFC, Ministry of Finance against the said order which was rejected vide order dated May 04,2023.

The Company has filed writ petition dated January 04,2024 in the Honble High Court of Calcutta against the rejection order of appellate authority.

Members attention is also invited to Notes on Contingent Liabilities, in the notes forming part of the Financial Statements.

Since the Financial Year 2018-19 the Companys economic health declined due to a great portion of its Loan Assets turning into Non Performing Assets (NPA) as per the norms of the RBI. Further, the Company had provided security in respect of the borrowing of some of its Group Companies (the Borrowers) by pledging a lot of the Companys investments in Shares in companies (the Shares). As the Borrowers defaulted, the Lenders invoked the pledge by disposing ofthe Shares at any price theyfetched.This ultimately affected the financials ofthe Company on account of loss of revenue from those investments and cast adverse effect on its Net Owned Fund. The fixed overhead expenses added to the negativevalueofthe Net Owned Fund.

The Company is taking all measures to recuperate by, inter alia, recovering its loans with interests (so long remaining unrecoverable) from its Borrowersand achieveto the maximum extent possible (ifnotfully) the reversal ofthe NPA by meansof,striking One Time Settlements (OTS) with its Lenders and thereby reducing the interest liability and generally improving its business conditions, etc. Under such circumstances, the Company is self-assured to improve its workings. In the opinion ofthe Board, the Companys going concern status is not believed to be threatened at this stage.

STATE OF COMPANYS AFFAIRS

The Companys main business being investment in shares and securities, the Management regularly monitors the changing market conditions and trends. There is no change in the nature of business ofthe Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of requirements of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, theCompanyhas associated itselfwith the Internal Complaints Committeeformed by McLeod Russel India Limited, oneoftheCompanies forming part of Williamson Magorgroup with regard to dealing with sexual harassment at workplace.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

The Company has a Directors and Officers Liability Insurance Policy which protects Directors and Officers ofthe Company for any breach offiduciaryduty.

GREEN INITIATIVES

As part of our green initiative, the electronic copies of this Annual Report including the Notice ofthe 73rd AGM are sent to all members whose email addresses are registered with the Company/Registrar/Depository Participant(s).

As per SEBI Circular No. SEBI/HO/DDHS/P/CIR/2023/0164 dated October 06, 2023 the requirement of sending physical copies of annual report to those shareholders who have not registered their email addresses has been dispensed with for Listed Entities who would be conducting their AGMs within 30th September 2024. In this respect the physical copies are not being sent to the shareholders. The copy of the same would be available on the website: www.wmtea.com. The initiatives were taken for asking the shareholders to register or update theiremail addresses.

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

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

DMPVanijya Private Limited, Vishnu Infra complex Pvt. Limited and Vishnu Solutions Pvt. Limited havefiled applications before National Company Law Tribunal (NCLT), Kolkata for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvencyand BankruptcyCode, 2016which are being contested bythe Company.

COST RECORDS AND COST AUDIT

Maintenance ofCost Records and requirement ofcost audit as prescribed underthe provisions of Section 148(1) ofthe Companies Act 2013 are not applicable for the business activities carried out by the Company.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Board of Directors also thank the employees ofthe Company for their valuable service and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders ofthe Company.

	For and on behalf of the Board
	TABREZ AHMED
	Director
	DIN:10570558
	SUKESH DOLUI
Place: Kolkata	Director
Date : 13th August 2024	DIN:10511602