The Directors present the Annual Report with the Audited Financial Statements of your Company for the year ended 31stMarch, 2025.
The Financial Results of the Company for the year ended 31st March 2025 are summarized below:
(' '000)
2024-25
2023-24
Revenue from Operations
28,549
28,899
Other Income
4,46,920
28,796
Total Revenue
4,75,469
57,695
Profit/(Loss) before Finance Costs, Depreciation and Exceptional Items and Taxation
(22,85,783)
(3,63,666)
Less: Finance Costs
12,897
30,255
Less: Depreciation and Amortization Expenses
16
28
Less: Provision for Doubtful Assets
27,15,341
-
Profit/(Loss) before Exceptional Items and Tax
(22,98,696)
(3,93,949)
Less: Exceptional Items
Profit/(Loss) before tax
Tax ExpensesCurrent Tax
Deferred Tax
(4,84,798)
(14,756)
Profit/(Loss) for the year
(18,13,898)
(3,79,192)
During the year under review, the total revenue earned by the Company was much higher at Rs. 47.55 crores as against 5.77 croresearned in the previous year. While the finance costs during the year much lower to Rs. 1.29 crores as against Rs. 3.02 crores incurredin the previous year which is mainly due to reduction of interest on intercorporate borrowings to Rs 1.02 crores as against Rs 2.53crores incurred in previous year. In view of the above, mainly due to provision for doubtful assets created Rs 271.53 crores, the netloss of your Company during the year at Rs. 181.39 crores against loss of Rs. 37.92 crores in the previous year.
The Authorised Share Capital of your Company as on March 31,2025, stood at Rs. 25,00,00,000 divided into 2,37,50,000 Equity Sharesof Face Value Rs.10/- each and 1,25,000 Preference Shares of Rs. 100/- each. The Issued, Subscribed and the Paid-Up Equity ShareCapital of the Company stood at Rs. 10,95,63,600 divided into 1,09,56,360 Equity Shares of Face Value Rs.10/- each. There has beenno change in the Share Capital of the Company during the period under review.
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, 2025 due to losses incurred.MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, aManagement Discussion and Analysis Report is attached as Annexure I and forms part of this Report.
During the year under review, the Company does not have any Subsidiaries. However, the Company had two associate companiesand 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 - Joint Venture CompanyD1 WILLIAMSON MAGOR BIO FUEL LIMITED
The operation of D1 Williamson Magor Bio Fuel Limited (D1WML) being un-economical, D1WML has suspended all its projects inview of which the Company has made provision in its Account against its entire investment in D1WML.
As required under Section 129(3) of the Companies Act, 2013, Consolidated Financial Statements of the Company, its two AssociateCompanies and one Joint Venture Company as mentioned above prepared in accordance with the applicable AccountingStandards issued by the Institute of Chartered Accountants of India and the Auditors' Report on the Consolidated FinancialStatements are appended in the Annual Report.
A statement containing the salient features of the financial statements of the Company's aforesaid two Associate Companies andone Joint Venture Company pursuant to the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 prepared inForm AOC-1 is attached to the financial statements of the Company for your information.
The Company neither invited nor accepted any deposit from the public during the financial year 2024-25. No amount on account ofprincipal or interest on deposit from public was outstanding as on the date of the balance sheet.
The Company had allotted 1000 Secured, Redeemable, Non - Convertible Debentures of Rs. 10,00,000/- each at par on 4th October2018 to the following:
a) 5 Secured, Redeemable, Freely Transferable, Non - Convertible Debentures with a face value of Rs. 10,00,000/- each on aprivate 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 aprivate placement basis to IL&FS Infrastructure Debt Fund.
The Company and IL&FS Infrastructure Debt Fund ("IDF"), IL&FS Infra Asset Management Limited and others had entered into asettlement agreement dated 5th May, 2023 to amicably settle the disputes inter-alia relating to default in payment obligations of995 Secured, Redeemable, Non-convertible Debentures (NCDs) of Face Value of Rs 10,00,000/- each.
The Company had appointed a debenture trustee for the aforesaid transaction. The detail of debenture trustee is given below:
The IL&FS Financial Centre, Plot C-22 / G Block, Bandra Kurla Complex, Bandra (East) Mumbai - 400051. Tel: 022-26593535.
During the year under review, the Company has not entered into any one-time settlement with Banks or Financial Institutions.Hence, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation donewhile taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
There are no material changes or commitments that have occurred between the end of the financial year and the date of this Report.INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place a satisfactory internal control system to ensure proper recording of financial and operational informationand to exercise proper and timely compliance of all regulatory and statutory compliances as applicable to the Company.
The Internal Audit of the various operations of the Company is periodically conducted by an outside agency which submits its reportto the Audit Committee of the Board of Directors of the Company. The Audit Committee takes the same into consideration for thepurpose 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 anappropriate Risk Management system in place for identification and assessment of risks, measures to mitigate them, andmechanisms for their proper and timely monitoring and reporting. Presently, Regulation 21 of the SEBI LODR with respect to RiskManagement Committee is not applicable to your Company. Committee of the Board of Directors of the Company monitors andreviews the risks associated with the Company's business operations and manages them effectively in accordance with the riskmanagement system of the Company. However, the Board has constituted Risk Management Committee for monitoring andreviewing of the risk assessment, mitigation and risk management plan from time to time. As on 31st March, 2025, the Committeecomprises of Mr. Debasish Lahiri, Mr. Lakshman Singh and Mr. Chandan Mitra. Mr. Debasish Lahiri was the Chairman of theCommittee.
The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, includingadherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy andcompleteness of the accounting records, and timely preparation of reliable financial disclosures.
Pursuant to requirement under section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it ishereby confirmed that:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanation relating to material departures, If any;
ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates thatare 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 financialyear and of the profit and loss of the company for that period;
iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
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 financialcontrols 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 suchsystems were adequate and operating effectively.
During the year ended 31st March 2025, Four Board Meetings were held as follows, the details of which are given in the CorporateGovernance Report:
27th May 2024, 13th August 2024, 12th November 2024 and 14th February 2025.
During the year, a separate meeting of the Independent Directors was held on 12th February 2025 in terms of requirements ofSchedule IV of the Companies Act, 2013, without the attendance of non-independent directors and members of management. Theevaluation process prescribed in paragraph VII of Schedule IV to the Act was carried out at the said Meeting.
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 respectivelyand form part of this Report.
Pursuant to provision of the Act and the Listing Regulation and based on Policy devised by the Nomination and RemunerationCommittee (NRC), the formal evaluation of the performance of the 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 on14th February 2025 for the financial year ended 31st March, 2025 in accordance with the relevant provisions of Section 134 of theAct read with the Rule related thereto and Section 178 of the Act and Schedule IV to the Act and also in accordance with theguidance note issued by the Securities and Exchange Board of India ('SEBI') vide its circular No. SEBI/HO/CFD/CIR/P/2017/004 dated5th 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 BoardComposition and structure, effectiveness of Board and information provided to the Board etc.
The performance of the committees was evaluated by the Board of the Directors based on inputs received from all the committeemembers after considering criteria such as composition and structure of committees, effectiveness of committee meetings etc.
The Board of Directors of the Company comprised of 6 Directors as on 31st March 2025 of whom two are Independent Directorsincluding two Woman Directors.
During the year under review, Mrs Ishita Ray (DIN: 10342735), Non-Executive Director resigned from the Board w.e.f. 4th April, 2024.Mr Bharat Bhatt (DIN: 10330991), Non-Executive Independent Director resigned from the Board w.e.f. 5th April, 2024. Mr SukeshDolui (DIN: 10511602) was appointed as Non-Executive Director w.e.f. 3rd April, 2024 and resigned from the Board w.e.f. 2ndOctober, 2024. Mr. Tabrez Ahmed (DIN: 10570558) was appointed as Non-Executive Independent Director w.e.f. 3rd April, 2024 andresigned from the Board w.e.f. 2nd October, 2024. Mr Suvrakanta Mukhopadhyay (DIN: 10506630) was appointed as Non-ExecutiveDirector w.e.f. 2nd October, 2024 and resigned from the Board w.e.f. 28th March, 2025. Mr. Bhaskar Chandra Chandra (DIN:10791250) was appointed as Non-Executive Independent Director w.e.f. 2nd October, 2024 and resigned from the Board w.e.f. 22ndOctober, 2024. Mr. Tapas Guha (DIN: 10812348) was appointed as Non-Executive Independent Director w.e.f. 21st October, 2024and resigned from the Board w.e.f. 28th March, 2025. Mrs. Lopamudra Chatterjee (DIN: 10818895) appointed as Non-ExecutiveDirector w.e.f. 25th March, 2025 and Mr Ashim Kumar Mookherjee (DIN: 10890238) appointed as Non-Executive IndependentDirector w.e.f. 25th March, 2025. The approval of the shareholders towards such appointments were obtained by way of postalballot notice dated 27th May, 2024, 12th November, 2024 and 4th April, 2025.
After the closure of the financial year Mr Amit Dey (DIN: 10711536) was appointed as Non-Executive Directors w.e.f 29th July, 2025and Mr Debasish Lahiri (DIN: 09451354) resigned from the Board w.e.f. 29th July, 2025. Mrs Sonali Datta Sarkar (DIN: 10078851) wasappointed as Non-Executive Directors w.e.f 13th August, 2025 and Mr Tabrez Ahmed (DIN: 10570558) was also appointed asNon-Executive Independent Director w.e.f. 13th August, 2025.
In accordance with provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 ('theAct'), Mrs. Lopamudra Chatterjee (DIN: 10818895) will retire by rotation at the forthcoming Annual General Meeting and beingeligible, offers herself for re-appointment.
A certificate of Non-Disqualification of Directors furnished by M/s. Vidhya Baid & Co., Company Secretaries as required underRegulation 34(3) read with Schedule V Para C sub-clause 10(i) of SEBI (LODR) Regulations, 2015 is Annexed as Annexure IV.
All the Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in termsof Section 149 of the Companies Act, 2013 and the Board is also of the opinion that all of them fulfill all the conditions specified inthe Act making them eligible to continue to act as Independent Directors of the Company.
The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity andproficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).
All the Directors and the Key Managerial Personnel of the Company as mentioned hereunder have confirmed compliance with theCode of Conduct as applicable to them and there are no other employees in the senior category.
Pursuant to Section 203 of the Companies Act, 2013, following are the key managerial personnel of the Company:
1. Mr Sudipta Chakraborty, Manager and Chief Financial Officer of the Company.
2. Mr Sk Javed Akhtar, Company Secretary & Compliance Officer of the Company.
The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries ofIndia.
As on 31st March 2025, the Board had three committees namely Audit Committee, Nomination and Remuneration Committee andthe Stakeholders Relationship Committee. All the Committees consist of optimum number of independent directors.
During the year there was no instances where the Board of Directors of the Company had not accepted any recommendation of theCommittees.
A detailed note on the Composition of the Committees is provided in the Corporate Governance Report.
As on 31st March 2025, the Audit Committee of the Board of Directors of the Company consisted of Mr. Ashim Kumar Mookherjeeand Ms. Lyla Cherian, Non - Executive Independent Directors and Mr. Chandan Mitra, Non - Executive Non - Independent Director.Mr. Ashim Kumar Mookherjee is the Chairperson of the Committee.
All Members of the Committee possess strong knowledge of accounting and financial management. The Company Secretary is theSecretary 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 management are presented to the Audit Committee.During the year ended 31st March, 2025 there were no instance where the Board of Directors of the Company had not accepted therecommendations of the Audit Committee.
The Company has in place a vigil mechanism/whistle blower policy the details of which are available on the Company's websitewww.wmtea.com. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issuesconcerning the interests of the employees and the Company.
The particulars required to be furnished in this regard are given in the terms of reference of the Nomination and RemunerationCommittee as specified under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations as mentionedin the attached Report on Corporate Governance and also in the Remuneration Policy of the Company attached as Annexure V tothis Report.
The particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are disclosed in the notes to thefinancial statements for the year ended 31st March, 2025.
There were no material significant transaction with the related party made by the Company during the year 2024-25.
Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm'slength basis, therefore, details required to be provided in the prescribed Form AOC - 2 are 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 canbe accessed at www.wmtea.com.
M/s V. Singhi & Associates, Chartered Accountants, the Statutory Auditors of the Company have been appointed at the Seventy FirstAnnual General Meeting of the Company held on 20th September, 2022 to hold office till the conclusion of the Seventy Sixth AnnualGeneral Meeting of the Company to be held in the year 2027.
In the Auditors Report dated 28th May, 2025, the Auditors have given Qualified Opinion in relation to the Standalone andConsolidated Financial Statements of the Company for the Financial Year ended 31st March 2025. The basis for qualified opinion andBoard's response in relation to the said opinion are as under:-
Sl.
No.
Audit Qualification
Management's Response
(a)
Non-recognition of Interest Expense
The Auditor drawn attention to Note 47 of the Standalone FinancialStatement relating to non-recognition of interest expense on securedborrowings from financial institutions and unsecured inter-corporateborrowings. As the matter is under dispute / negotiation, the Companyhas neither recognized nor ascertained any finance cost on such securedborrowings for the period given hereunder:
As the Company is under re-structuringprocess and is in continuous dialoguewith the lenders with regard to it, theBoard of Directors has decided not torecognize interest expense on itsborrowings for the current period in theAudited Financial Results as the same isunascertainable at present.
Name of the Secured Lender
Period for which interesthas not been provided for
1
InCred Financial Services Limited(formerly KKR India FinancialServices Private Limited)
From August, 2019 uptoMarch, 2025
2
HDFC Bank Limited
From April, 2021 uptoMarch, 2025
Interest expense on unsecured inter-corporate borrowings amounting toRs. 4,64,188 thousand for the year ended 31st March, 2025 including Rs.1,06,766 thousand for the quarter ended on that date has not beenrecognised by the Company. As a result, finance cost, liability on accountof interest and total Comprehensive loss is understated to that extent.Further, penal/compound interest and other adjustments in respect ofborrowings have not been recognised and amount payable to thelenders and other parties in this respect are lacking confirmation fromrespective parties and consequential reconciliation. Pending finaldetermination of amounts with respect to these, adjustments andimpacts arising therefrom have not been ascertained and as such cannotbe commented upon by us.
This constitutes a departure from the requirements of Indian AccountingStandard 109 "Financial Instruments" and accrual basis of accounting.
(b)
Default in repayment of principal and interest
The Auditor drawn attention to Note 48 of the Standalone FinancialStatement with respect to default in repayment of Principal and Intereston Non-Convertible Debentures issued to IL&FS Financial ServicesLimited and subsequent settlement agreed upon. In earlier years, Securityprovided by the Company by way of mortgage/pledge of certainproperties with the Debenture Trustee against issue of above debentureshave been invoked by the Debenture Trustee from time to time.
The Management has ascertained and decided to adjust disposalproceeds and payment made as per the settlement agreement from theoutstanding value of debentures and estimated interest as per therepayment schedule. We are unable to ascertain the effect of the same asof now due to the lack of requisite confirmations and pendingreconciliations.
The company and IL&FS InfrastructureDebt Fund (IDF) and IL&FS Infra AssetManagement Limited have entered into asettlement agreement dated 05th May,2023 for settlement of Debt. Pursuant tothe agreement entered, the claim madeby them have been settled during theyear ended 31st March 2024 and theLand owned by another company hasbeen acquired by Vistra (ITCL) IndiaLimited - Security Trustee under SARFESIAcquisition Act, 2002. In terms of thesettlement agreement, no claim liesagainst and the company's obligationhave been fully absolved.
(c)
Default in payment of interest and repayment of principal of securedand unsecured loans
The Auditor drawn attention to Note No 47(c), 47(d), 52, 53 and 54 of theFinancial Statement with respect to default in payment of interest andrepayment of principal of Loan borrowed from secured and unsecuredlenders of the Company.
The company is in dialogue with thelenders for settlement of their dues.Hence the amount is not ascertainable,so the same has not been paid. The caseswhere we have ascertained the amount,those are being paid by the companyeither partly or fully.
(d)
Recognition of Deferred Tax Assets
The Auditor drawn attention to Note 31 (c) of the Standalone FinancialStatements where the Management has considered recognition ofdeferred tax assets amounting to Rs. 14,03,564 thousand as at 31st March,2025 assuming virtual certainty supported by convincing evidence thatsufficient future taxable income would be available against which suchassets can be realised.
Considering the management's assessment of going concern assumptionin the Standalone Financial Statements, the condition of reasonablecertainty for recognizing the deferred tax assets as per Ind AS 12 "IncomeTaxes" has not been met. Consequently, deferred tax assets areoverstated and total comprehensive loss for the year ended 31st March,2025 is understated to that extent.
The Company is taking all measure torecuperate by interalia, recovering itsloans and Interest from its borrower andachieve to the extent possible thereversal of the NPA and entering into OneTime Settlements (OTS) with its lendersand generally improving its businessconditions etc.
Hence the board is of the view, that oncethe company revives and settle the duesit would be having sufficient profitsagainst which it would be able to utilizethe deferred tax assets.
(e)
Balances of receivables, unsecured and secured loan creditors andtheir balance confirmations.
The Auditor drawn attention to Note 33 to the Standalone FinancialStatements, relating to trade and other receivables and liabilitiesincluding those payable to loan creditors lacking reconciliation andconfirmation. Non-determination/ recognition of amount payable inrespect of claims pursuant to the undertaking executed between thecompany and the lenders in respect of certain group companiesregarding company's obligation in respect of the settlement arrived atwith corporate lenders. Pending determination of the company'sobligation and finalization of terms and conditions following theagreement arrived at with the parties, adjustments to be made in thisrespect are currently not ascertainable and as such cannot becommented upon by us.
The Company is in disagreement withregard to interest charged and is inconversation for waiver / reduction ofinterest. Hence, it is not quantifiable atthis point of time. Once it is finalized thebalance confirmations can be provided.
(f)
Material Uncertainty related to Going Concern
The Auditor drawn attention to Note 46 of the Standalone FinancialStatements with respect to material uncertainty related to GoingConcern. The Company has defaulted in repayment of borrowings to itsfinancial institutional lenders and others. In view of the Management, theCompany would be able to improve its net working capital position todischarge its current and non-current financial obligations. However, inview of the uncertainties involved, these events and conditions indicate amaterial uncertainty which may cast a significant doubt on theCompany's ability to continue as a going concern. Accordingly, the useof going concern assumption of accounting in preparation of thisStatement is not adequately and appropriately supported as per therequirements of Indian Accounting Standard 1 "Presentation ofFinancial Statements".
The company is taking all measures torecover its loans from its Borrowers andentering into One Time Settlement (OTS)with its lenders. The company has alreadyentered into settlement with IL& FS, SREI& Kotak Bank. Under such circumstancesthe company is assured to improve itsworking and therefore the GoingConcern status of the company is notbelieved to be compromised at this pointof time.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Board has appointed Messrs. MKB & Associates, Company Secretaries to conduct theSecretarial Audit of the Company for the year ended 31st March 2025. The Secretarial Auditors' Report is attached to this Report asAnnexure VIand 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 responseof the Company to the same is as under:-
a. Mr. Lakshman Singh, Mr. Chandan Mitra, Mr. Debasish Lahiri and Ms. Lyla Cherian, the directors of the Company have beendisqualified to become directors under Section 164(2) of the Companies Act, 2013 with effect from 30th September, 2022.
We would like to state that that Company had failed to redeem its Non-convertible Debentures (NCDs) on due date being30th 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, the directors of the Company have been disqualified to becomedirectors under Section 164(2)(b) of the Companies Act, 2013. However, during the financial year a settlement agreementdated 5th May, 2023 was entered between the Company and IL&FS Infrastructure Debt Fund, IL&FS Infra Asset ManagementLimited and others.
b. The Company has appointed Mr. Tabrez Ahmed (DIN: 10570558) and Mr. Tapas Guha (DIN: 10812348) as the IndependentDirectors of the Company through Ordinary Resolution of the Shareholders of the Company.
We would like to state that the votes cast in favour of the resolution exceed the votes cast against the resolution and thevotes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution and thus theappointment of Mr Tabrez Ahmed and Mr. Tapas Guha as an independent director is deemed to have been passed incompliance of applicable Regulations of SEBI (LODR) Regulations, 2015.
c. The Shareholding Pattern for the quarter ended June, 2024 has been uploaded on Stock Exchange with a delay of 1 (one)day. The said delay occurred due to non-receipt of Benpos from the Depository. The Depository withheld the Benpos due tonon-receipt of its fees.
We would like to state that the default occurred due to non-receipt of Benpose from the Depository. The Depositorywithheld the Benpose due to non-receipt of its fees.
d. The Company has conducted Non-Banking Financial Activities without a valid Certificate of Registration (CoR) from theReserve 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. S949/03.03.008/2022-23 dated July 04,2022 from the Reserve Bank of India (RBI) for surrender of original certificate of Registration pursuant to an order dated June29, 2022 passed by RBI for cancellation of certificate of Registration No. N.05.05534 dated March 31, 2003 issued to theCompany for Non- Banking Financial Company under Section 45-IA(6) of the Reserve Bank of India Act, 1934. In this regardthe company filed an appeal before the Appellate Authority for NBFC, Ministry of Finance against the said order which wasrejected vide order dated May 04, 2023.
The Company has filed writ petition dated January 04, 2024 in the Hon'ble High Court of Calcutta against the rejection orderof appellate authority.
During the year under review, no instances of fraud has been reported to the Audit Committee under Section 143(12) of theCompanies Act, 2013 against the Company by its officers or employees, the details of which would need to be mentioned in theBoard's Report neither by the Statutory Auditors nor the Secretarial Auditors.
The Company has undertaken an Audit of all the applicable compliances as per the SEBI Regulations and Circulars/Guidelines issuedthereunder.
The Annual Secretarial Compliance Report issued by a Practising Company Secretary (PCS) has been submitted to the StockExchanges within the stipulated time pursuant to regulation 24A of SEBI (LODR) Regulations, 2015.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31,2025 is availableon the Company's website on Form_MGT_7_2024-25.pdf (www.wmtea.com)
In terms of Section 135(5) of the Companies Act, 2013, certain class of companies are required to spend at least 2% of Average NetProfits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. YourCompany had a net loss of Rs. 181.39 Crores during the financial year ended 31st March, 2025 and there was no Average Net Profitduring the above period computed in terms of Section 198 of the Act, and hence the Company was not required to makeexpenditure in CSR Activities. A report on CSR activities voluntarily undertaken by the Company during the year is attached asAnnexure VII.
The Company however, has constituted a CSR Committee and adopted a CSR Policy which can be accessed at www.wmtea.com. TheCorporate Social Responsibility Committee of the Board as on 31st March, 2025 consisted of 3 Directors, namely, Mr. Ashim KumarMookherjee and Ms. Lyla Cherian, Non - Executive Independent Directors and Mr. Debasish Lahiri, Non - Executive Non -Independent Director. Mr. Ashim Kumar Mookherjee is the Chairperson of the Committee.
The relevant particulars required to be furnished pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Personnel) Rules, 2014 in this regard are attached as Annexure VIII to this Report.
A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms ofRule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure IX to this Report.
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 tounpublished price sensitive information of the Company are governed by this code.
The trading window regarding dealing with equity shares of the Company is duly closed during declaration of financial results andoccurrence of any other material event as per the code. During the year under review there has been due compliance with the code.
During the year under review, there were no significant or material order passed by the regulators or courts or tribunals impactingthe going concern status and the Company's operations in future.
However, the Hon'ble High Court at Calcutta vide judgment and order dated 26 February 2021 in I.A. G.A. 1 of 2019 (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 theCompany from transferring, alienating or encumbering any of its assets till the disposal of the suit. The commercial suit is presentlypending before the High Court. The written statement on behalf of the Company has been filed.
The Hon'ble High Court of Delhi at New Delhi vide its ex-parte, interim order in O.M.P.(I) (COMM.) 459/2019 in KKR India FinancialServices 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 underthe aegis of ICC was initiated by InCred Financial Services Limited (formerly KKR India Financial Services Limited). The proceedingshave been concluded, and the matter is reserved for passing award. In the meantime, parties have been given liberty to apprise theTribunal of any settlement if arrived in the meantime.
The Company received the Notice No. KOL. DOS. RSG. NO. S949/03.03.008/2022-23 dated July 04, 2022 from the Reserve Bank ofIndia (RBI) for surrender of original certificate of Registration pursuant to an order dated June 29, 2022 passed by RBI for cancellationof certificate of Registration No. N.05.05534 dated March 31, 2003 issued to the Company for Non- Banking Financial Companyunder Section 45-IA(6) of the Reserve Bank of India Act, 1934. In this regard the company filed an appeal before the AppellateAuthority 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 Hon'ble High Court of Calcutta against the rejection order ofappellate 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 Company's economic health declined due to a great portion of its Loan Assets turning into NonPerforming Assets ('NPA') as per the norms of the RBI. Further, the Company had provided security in respect of the borrowing ofsome of its Group Companies ('the Borrowers') by pledging a lot of the Company's investments in Shares in companies ('the Shares').As the Borrowers defaulted, the Lenders invoked the pledge by disposing of the Shares at any price they fetched. This ultimatelyaffected the financials of the Company on account of loss of revenue from those investments and cast adverse effect on its NetOwned Fund. The fixed overhead expenses added to the negative value of the 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 Borrowers and achieve to the maximum extent possible (if not fully) the reversal of the NPA by means of, striking One TimeSettlements (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 of the Board, the Company's goingconcern status is not believed to be threatened at this stage.
The Company's main business being investment in shares and securities, the Management regularly monitors the changing marketconditions and trends. There is no change in the nature of business of the Company.
The Company is committed to provide a safe and conducive work environment to all its employees and associates and has zerotolerance towards sexual harassment at workplace. The Company has adopted the policy against Sexual Harassment of Women atWorkplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees including permanent,temporary, on training and on contract basis at all the workplace within the company, which are based on the fundamentalprinciples of justice and fair play.
Statement of Complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
(a) the number of complaints of sexual harassment received in the year : Nil
(b) the number of complaints disposed off during the year : N.A.
(c) the number of cases pending for more than 90 days : Nil
A STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961[Disclosure made in accordance with the Companies (Accounts) Second Amendment Rules, 2025, notified by MCA on May30, 2025]
The Board affirms that the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicablelaws, including the Maternity Benefit Act, 1961, and in alignment with internal human resource protocols. The policy is designed tosupport the health, well-being, and work-life balance of women employees during and after pregnancy.
The Company has a Directors and Officers Liability Insurance Policy which protects Directors and Officers of the Company for anybreach of fiduciary duty.
As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 74th AGM are sent to allmembers whose email addresses are registered with the Company /Registrar/Depository Participant(s).
As per SEBI Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 03, 2024 the requirement of sending physicalcopies of annual report to those shareholders who have not registered their email addresses has been dispensed with for ListedEntities who would be conducting their AGMs within 30th September 2025. In this respect the physical copies are not being sent tothe shareholders. The copy of the same would be available on the website: www.wmtea.com. The initiatives were taken for askingthe shareholders to register or update their email addresses.
The Company is providing e-voting facility to all its Members to enable them to cast their votes electronically on all resolutions setforth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management andAdministration) Rules, 2014. The instructions for e-voting are provided in the Notice.
DMP Vanijya Private Limited, Vishnu Infracomplex Pvt. Limited and Vishnu Solutions Pvt. Limited have filed applications beforeNational Company Law Tribunal (NCLT), Kolkata for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency andBankruptcy Code, 2016 which are being contested by the Company.
Maintenance of Cost Records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the CompaniesAct 2013 are not applicable for the business activities carried out by the Company.
The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperationreceived from the banks and other authorities. The Board of Directors also thank the employees of the Company for their valuableservice and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and supportreceived from the shareholders of the Company.
Ashim Kumar Mookherjee(Director)DIN:10890238
Place: Kolkata (Director)
Date: 13th August, 2025 DIN: 10818895