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NOTES TO ACCOUNTS

Williamson Magor & Company Ltd.

You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (₹) 24.16 Cr. P/BV 0.34 Book Value (₹) 64.60
52 Week High/Low (₹) 89/21 FV/ML 10/1 P/E(X) 0.87
Bookclosure 18/09/2018 EPS (₹) 25.46 Div Yield (%) 0.00
Year End :2016-03 

(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.

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