Notes to Accounts of Williamson Financial Services Ltd.

Mar 31, 2015

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

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

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

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

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

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

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

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

A) List of Related Parties

i ) Name of the Key Management Personnel of the Company

a) Non Executive Directors - Mr. Aditya Khaitan

Mr. Amritanshu Khaitan

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

Mr. Deepak Khaitan

(Expired on 9th March, 2015)

Mr. T. R. Swaminathan

Mr. R. S. Jhawar

Mr. K. K. Baheti

Mr. C. K. Pasari

Mr. J Hazarika

Mr. G. Saraf

Ms. N.Khaitan

(Appointed wef19th September, 2014)

b) Manager Mr. S.R.Mundhra

c) Company Secretary Mr. P. Bandyopadhyay

d) Relative of Key Management Personnel Mrs. Krishna Mundhra

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

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

Kanta Management Services Private Limited

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

i) Transactions during the year with

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

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

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

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

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

---

Mar 31, 2014

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Notes:

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

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

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

---

Mar 31, 2013

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

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

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

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

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

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

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

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

A) List of Related Parties

i) Names of the Key Management Personnel of the Company

a) Non Executive Directors - Mr. A. Khaitan

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

b) Manager - Mr. S. R. Mundhra

c) Relative of Key

Management Personnel - Mrs. Krishna Mundhra

d) Enterprise Exercising Significant Influence - Williamson Maknam Limited

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

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

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

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

---

Mar 31, 2012

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

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

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

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

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

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

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

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

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

---

Mar 31, 2011

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

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

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

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

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

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

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

A) List of Related Parties

i) Names of the Key Management Personnel of the Company

a) Non Executive Directors - Mr. A. Khaitan

Mr. D. Khaitan

Mr. T. R. Swaminathan

Mr. R. S. Jhawar

Mr. K. K. Baheti

Mr. C. K. Pasari

Mr. J. Hazarika

Mr. G. Saraf

b) Manager Mr. S. R. Mundhra

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

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

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

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

---

Mar 31, 2010

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

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

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

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

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

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

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

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

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

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