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Directors Report of Williamson Magor & Company Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report with the Audited Accounts of your Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. in Thousands) 2014-15 2013-14

Profit/(Loss)beforeDepreciationandFinanceCosts 233748 206994

Less: a) Depreciation 1935 1204

b) Finance Costs 322662 269259

Profit/(Loss) before Exceptional Items and Tax (90849) (63469)

Exceptional Item 72276 -

Profit/(Loss)before Tax (18573) (63469)

Tax Expense:

Current Tax 26500 -

EarlierPeriod 16 21023

Provision written back for earlier years (net) (3167) -

Deferred Tax 38 -

Profit/(Loss)fortheyear (41960) (84492)

Lossbroughtforwardfrompreviousyears (279222) (194730)

BalancecarriedforwardtoBalanceSheet (321182) (279222)

OPERATIONS

Your Company has recorded improved results during the year under review as compared to the earlier year. The revenue of the Company during the year has gone up from Rs. 27.20 crore to Rs. 35.83 crore which is primarily attributable to recovery of arrear rent from one of the tenants of the Company pursuant to an order passed by the Hon'ble high Court at Calcutta. The other income of the Company has grown form 28.81 lakhs to Rs. 2.82 crore. On account of the above, the loss incurred by the Company has come down to Rs. 4.20 crore as compared to Rs. 8.45 crore sustained in the earlier year.

DIVIDEND

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is attached as Annexure -1 forming part of this Report.

REPORT ON CORPORATE GOVERNANCE

In terms of requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with the Auditors' Certificate regarding Compliance of Conditions of Corporate Governance are attached as Annexure II and Annexure III respectively, forming part of this Report.

The disclosure as required pursuant to Section II ofPart IIof Schedule V to the Companies Act 2013 regarding element of remuneration package, details of fixed and performance linked incentives along with performance criteria and stock option has been given in MGT - 9 attached to this Report. Apart from the said disclosures, Mr. Tuladri Mallick, Manager has a service contract of 3 (three) years and a notice period of 3 (three) months and no severance fees.

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

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 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 of the 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 existing Risk Management Committee of the Board of Directors of the Company monitors and reviews the risks associated with the Company's business operations and manages them effectively in accordance with the risk management system of the Company.

ASSOCIATES AND JOINT VENTURES

During the year under review, the Company continued to have five associate companies and onejoint venture company as follows:-

i) Woodside Parks Limited - Associate Company

ii) Majerhat Estates & Developers Limited - Associate Company

iii) Kilburn Engineering Limited - Associate Company

iv) Eveready Industries India Limited - Associate Company

v) Babcock Borsig Limited - Associate Company

vi) D1 Williamson Magor Bio Fuel Limited - Joint Venture Company

As at the financial year ended 31st March, 2015, the Company did not have any Subsidiary Company.

D1 WILLIAMSON MAGOR BIO FUEL LIMITED

D1 Williamson Magor Bio Fuel Limited (D1WML) was incorporated under a 50:50joint venture agreement between the Company and D1 Oils Trading Ltd. UK to facilitate development of Jatropha Plantation under contract farming arrangements for production of bio diesel from Jatropha oilseeds. Your Company presently holds 15.70% of equity capital ofD1WML.

D1WML has concentrated its efforts towards convergence of existing jatropha plantations in the state of Jharkhand having abandoned its plantation in North East ofIndia due to excessive weed growth.

The gestation period of the plantation being longer than estimated time, has been the major deterrent factor towards commercial production. In addition, the unprecedented fall in the price of petroleum crude oil globally has resulted in less potential price ofbiodiesel, though it may be a temporary phenomena.

The company has, however, made appropriate provisions in the accounts based on the present situation. DIRECTORS

The Board ofDirectors of the Company ('Board') has to inform with deep regret and profound sorrow about the sad and premature demise of Mr. Deepak Khaitan, Vice Chairman of the Company on 9th March, 2015. Mr. Khaitan was a Director of the Company since the year 1981 and had also occupied the position of Managing Director of the Company in the past. The Company greatly benefitted from his guidance and also earned a very good reputation in the corporate world under his dynamic leadership. Mr. Khaitan was very much known for his generous nature, charitable activities and keen interest in sports like horse racing and golf. The Board places on record its heart felt and deep and sincere appreciation for the contribution made and the valuable services rendered by Late Deepak Khaitan during his long tenure as the Vice Chairman of the Company.

In accordance with Article 100 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 ('the Act'), Mr. B M Khaitan, will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. A Khaitan was appointed as the Vice Chairman of the Company at the Board Meeting held on31st March, 2015. Mr. Amritanshu Khaitan, son ofLate Deepak Khaitan, was appointed as an Additional Director in the aforesaid Board Meeting in terms of Section 161 of the Companies Act, 2013 ('Act'). In the same Board Meeting Ms. Sonali Singh was also appointed as an Additional Director in terms ofSection161 ofthe said Act and also as an Independent Director within the meaning of Section 149 of the said Act for a consecutive period of five years with effect from 31st March, 2015, towards compliance of the relevant provisions of the Act, and the Listing Agreement with the Stock Exchanges for appointment of a Woman Director.

The aforesaid appointments of Mr. Amritanshu Khaitan and Ms. Sonali Singh are subject to approval of the Members in the ensuing Annual General Meeting of the Company in accordance with the relevant provisions of the Act.

Mr. Padam Kumar Khaitan, Independent Director, resigned from the Directorship of the Company with effect from the close ofbusiness hours on31st March, 2015. The Board wishes to place on record its sincere appreciation for the valuable services rendered by Mr. Padam Kumar Khaitan during his long tenure of office as a Director of the Company.

Mr. T R Swaminathan, Dr R. Srinivasan, Mr Bharat Bajoria, Mr. G Momen and Mr. H M Parekh were appointed as Independent Directors at the Annual General Meeting of the Company held on 10th September, 2014 pursuant to the provisions of section 149 of the Act for a period of five years from the date of the said Annual General Meeting or up to the date of the Annual General Meeting of the Company to held in the year 2019, which ever shall be earlier.

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 said Act making them eligible to continue to act as Independent Directors of the Company.

KEY MANAGERIAL PERSONNEL

At the Annual General Meeting of the Members of the Company held on 10th September, 2014 approval of the appointment of Mr. Tuladri Mallick as Manager of the Company for a period of three years with effect from 1st May, 2014 and also of the remuneration payable to him as Manager of the Company for the said period has been obtained from the Members in accordance withthe relevantprovisions ofthe Companies Act, 2013 ('Act'). Mr. Tuladri Mallick, possessing the requisite qualification has also been designated as ChiefFinancial Officer of the Company at the Board Meeting held on 8th May, 2014 towards compliance of the relevant provisions of the Act and the Listing Agreement with the Stock Exchanges.

Mr. H U Sanghavi, Company Secretary and Compliance Officer of the Company is also a Key Managerial Personnel of the Company in terms of the relevant provisions of the Act.

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

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3) of the Companies Act, 2013 ('the Act') your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(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 or 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 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 have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

(vi) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

BOARD MEETINGS

During the year ended 31st March, 2015, Six Board Meetings were held i.e. on 8th May, 2014, 23rd May, 2014, 23rd July, 2014, 10th November, 2014, 4th February, 2015 and 31st March, 2015.

BOARD EVALUATION

The formal evaluation of the performance of the Independent Directors, Non - Independent Directors, Chairperson and the Board of Directors ('Board') as a whole and all Board Committees was carried out by the Board at the end of the financial year in accordance with the relevant provisions of Section 134 of the Act read with the Rule related thereto and Section 178 of the Act and Schedule IV to the Act and the same was found to be satisfactory.

AUDIT COMMITTEE

The Audit Committee of the Board ofDirectors of the Company consists ofMr. T. R. Swaminathan, Dr. R Srinivasan, Mr. H. M. Parekh and Mr. G. Momen as its Members. Mr. H. U. Sanghavi, Company Secretary acts as the Secretary ofthe Audit Committee. The Statutory Auditors and the Manager as well as the ChiefFinancial Officer ofthe Company are permanent invitees to the Audit Committee Meetings.

During the year there were no instances where the Board of Directors of the Company had not accepted the recommendations of the Audit Committee. The Company has formulated a vigil mechanism / whistle blower policy which has been uploaded on the Company's website www.wmtea.com. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company.

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

The particulars required to be furnished in this regard are given in the terms of reference of the Nomination and Remuneration Committee as mentioned in the attached Report on Corporate Governance and also in the Remuneration Policy which is also attached as Annexure IV to this Report.

AUDITORS

Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the Company have been appointed as Auditors of the Company in the last Annual General Meeting of the Company to hold office until the conclusion of the Annual General Meeting of the Company to be held in the year 2017 and their aforesaid appointment is subject to necessary ratification by the Members of the Company at their ensuing Annual General Meeting. There are no qualifications, reservations or adverse remarks or disclaimer made by the Auditors in their Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments made during the year under review are disclosed in the notes to the financial statements for the year ended 31st March, 2015.

PARTICULARS OF CONTACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

The particulars of a contract with the related party is given in Form AOC-2, which is attached to this Report as Annexure V.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not formed any Corporate Social Responsibility Committee because the provisions of Section 135 of the Companies Act, 2013 relating to formation of such a Committee and the formulation of a Corporate Social Responsibility Policy do not apply to the Company.

SECRETARIAL AUDIT REPORT

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Messrs M.K.B& Associates, Company Secretaries in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor's Report is attached herewith as Annexure VI and forms a part of this Report. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

EXTRACT OF ANNUAL RETURN

An extract of the annual return as provided under Section 92(3) of the Companies Act, 2013 read with the relevant Rule thereto is given in the annexure marked MGT - 9 which is attached to this Report as Annexure VII.

PARTICULARS OF EMPLOYEES

The relevant particulars required to be furnished pursuant to Section 197(12)of the Companies Act, 2013 read with

Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in this regard are attached as an Annexure VIII to this report.

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

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure IX to this Report.

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

OTHER DISCLOSURE

In terms of requirements of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rehabilitation) Act, 2013, the Company has associated itself with the Internal Complaints Committee formed by McLeod Russell India Limited, one of the Companies forming part of Williamson Magor group with regard to dealing with sexual harassment at workplace.

For and on behalf of the Board Kolkata, A. KHAITAN - Vice Chairman 27th May, 2015 R.S. JHAWAR - Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report with the Audited Accounts of your Company for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in Thousands)

2013-14 2012-13

Profit/(Loss) before Depreciation and Finance Costs 2,06,994 1,40,829

Less: a) Depreciation 1,204 1,356

b) Finance Costs 2,69,259 2,43,187

Profit/(Loss) before Taxation (63,469) (1,03,714)

Exceptional Item - 1,55,973

Profit/(Loss) before Taxation (63,469) 52,259

Tax Expense:

Current Tax - 8,500

Earlier Period 21,023 -

Provision written back for earlier years (net) - (356)

Profit/(Loss) after Taxation (84,492) 44,115

Less: Transferred to Statutory Reserve - 8,823

(84,492) 35,292

Loss brought forward from previous years(194730) (23,00,22)

Balance carried forward to Balance Sheet(279222) (19,47,30)

OPERATIONS

During the year under review the Company reported a loss of Rs. 8.45 Crore as compared to a net profit of Rs. 4.41 Crore earned in the previous year in which year the company had an item of exceptional income of Rs. 15.60 Crore. There was no such income in the year under review. Moreover there was an increase in finance costs, besides an impact of tax expenses of earlier period in the year under review. However, the Company was able to generate additional revenue from operations to the tune of Rs. 4.65 Crore as compared to the previous year. DIVIDEND

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

Dl WILLIAMSON MAGOR BIO FUEL LIMITED

Dl Williamson Magor Bio Fuel Limited (Dl WML) was incorporated under a 50:50 joint venture agreement between the Company and Dl Oils Trading Ltd. UK to facilitate development of Jatropha Plantation under contract farming arrangements for production of bio diesel from Jatropha oilseeds. Your Company presently holds 15.70% of equity capital of Dl WML.

Dl WML has abandoned its plantations in the North East on account of excessive growth of weed damaging Jatropha plantation to a great extent. In view of this, the Company has surrendered the land allocated to it by Assam Industrial Development Corporation for setting up oil expeller in Assam. The Plantation carried out in Jharkhand however, is gradually becoming productive. Long gestation period of the Plantation is a global phenomenon and Jatropha Plantation is going through similar phase in all parts. The Company has made appropriate provision in the accounts based on the uncertainty of the business.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Board is pleased to give particulars as required in an Annexure, which forms a part of the Directors'' Report.

DIRECTORS

Since the last report there has been no change in the Board of Directors of the Company. In accordance with Article 100 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 (''the Act''), Mr. R. S. Jhawar, will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

The Company, being a Listed Company, is required to have at least one third of the total number of Directors as Independent Directors according to Section 149(4) of the Act. Messrs. T. R. Swaminathan, Dr. R. Srinivasan, G. Momen, Bharat Bajoria and H. M. Parekh besides being Independent Directors of the Company in terms of Listing Agreements entered into by the Company with Stock Exchanges, also meet the criteria of Independence in terms of Section 149(6) of the Act along with Mr. Padam Kumar Khaitan, another Director of the Company. All the aforesaid Directors are being considered for appointment as Independent Directors under the Act from the date of the ensuing Annual General Meeting upto the expiry of five consecutive years or upto the date of the Annual General Meeting to be held in the year 2019, whichever is earlier. After such appointment, the said Directors will no longer be liable to retire by rotation during their tenure as Independent Directors.

CHANGE IN COMPANY LAW

The Companies Act, 2013 (''the Act'') has been passed replacing the age old Companies Act, 1956 and a large portion of the Act has already become effective. Several Rules under various Sections of the Act have also been notified. Your Company is taking necessary steps to comply with the requirements of the new Act. The Company has already formed, reconstituted and renamed various Committees in terms of the requirement of the Act and also adopted the Terms of Reference for the said Committees as prescribed in the Act. Steps are in hand to implement various other provisions of the Act to ensure compliance at the appropriate time.

MANAGER AND CHIEF FINANCIAL OFFICER

The Board of Directors of the Company has appointed Mr. Tuladri Mallick as Manager and also as Chief Financial Officer (CFO) in terms of the relevant provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges for a period of three years with effect from 1st May 2014 subject to the approval of the Members of the Company at its ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

As required in terms of the Listing Agreement with Stock Exchanges a Management Discussion and Analysis Report and a Report on Corporate Governance are annexed forming part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956 (''the Act'') your Directors confirm as under:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed with no material departures;

(ii) that 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 or loss of the company for that period;

(iii) that 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) that the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not being furnished since there was no employee during the year who was in receipt of remuneration exceeding the prescribed limits.

AUDITORS

Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting of the Company and are eligible for reappointment.

For and on behalf of the Board Kolkata, A. KHAITAN -Director

23rd May, 2014 R. S. JHAWAR - Director


Mar 31, 2013

The Directors have pleasure in presenting the Annual Report with the Audited Accounts of your Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Thousands)

2012-2013 2011-2012

Profit before Depreciation and Interest 14,08,29 8,00,96

Less: a) Depreciation 13,56 16,00

b) Interest 24,31,87 28,42,35

Profit/(Loss) before Taxation (10,37,14) (20,57,39)

Exceptional item 15,59,73 29,58,15

Profit/(Loss) before Taxation 5,22,59 9,00,76

Tax Expense:

Current Tax 85,00 3,50,00

Provision written back for earlier years (net) (3,56) (34,14)

Profit/(Loss) after Taxation 4,41,15 5,84,90

Less: Transferred to Statutory Reserve 88,23 1,16,98

3,52,92 4,67,92

Add : Transfer from Pension Reserve 45,00

Loss brought forward from previous years (23,00,22) (28,13,14)

Balance carried forward to Balance Sheet (19,47,30) (23,00,22)

OPERATIONS

During the year under review the Company posted a net profit of Rs.4.41 Crore as compared to Rs.5.85 Crore earned in the previous year which was primarily on account of lower income from sale of property being exceptional item as compared to the earlier year. However, the Company was able to reduce its finance costs to the tune of Rs.4 Crore during the year under review.

DIVIDEND

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

Dl WILLIAMSON MAGOR BIO FUEL LIMITED

Dl Williamson Magor Bio Fuel Limited (D1WML) was incorporated under a 50:50 joint venture agreement between the Company and Dl Oils Trading Ltd. UK to facilitate development of Jatropha Plantation under contract farming arrangements for production of bio diesel from Jatropha oilseeds. Your Company presently holds 15.70% of equity capital of D1WML.

D1WML has abandoned most of the plantations in the North East on account of excessive growth of weed damaging Jatropha plantation to a great extent. The Plantation in Jharkhand however is gradually becoming productive. It is now expected that the Ciompany is likely to procure oil seeds at sub-commercial scale till 2015 and on a commercial scale thereafter mainly at Jharkhand. The longer gestation period for Jatropha plantation and the poor yield as compared to initial indication has been a global phenomenon and most of the Companies engaged in this business are adversely affected. In view of abandonment of the plantations in the North East your Company has made an appropriate provision in the Accounts against the investments made byitmDlWML.

SUBSIDIARY COMPANIES

The Company disposed of its 51% Shareholding in its 100% subsidiaries namely Woodside Parks Limited and Majerhat Estates & Developers Limited on 19th March, 2013. As a consequence the aforesaid two companies ceased to be subsidiary companies of the company with effect from the said date.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Board is pleased to give particulars as required in an Annexure, which forms a part of the Directors''Report.

DIRECTORS

Since the last report there has been no change in the Board of Directors of the Company. In accordance with Article 100 of the Articles of Association of the Company Messrs. B. M. Khaitan, A. Khaitan and Padam Kumar Khaitan will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

MANAGER

The Board of Directors of the Company has reappointed Mr. D. Pal Choudhury as Manager as defined in Section 2(24) of the Companies Act, 1956 for a period of one year with effect from 1st April 2013 subject to the approval of the Members of the Company at its ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

As required in terms of the Listing Agreement with Stock Exchanges a Management Discussion and Analysis Report and a Report on Corporate Governance are annexed forming part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956 (''the Act'') your Directors confirm as under :

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed with no material departures;

(ii) that 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 or loss of the company for that period ;

(in) that 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) that the directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The information required under Section217 (2A) ofthe Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not being furnished since there was no employee during the year who was in receipt of remuneration exceeding the prescribed limits.

AUDITORS

Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

For and on behalf of the Board

24th May, 2013 A. KHAITAN - Director

Kolkata R.S. JHAWAR - Director


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report with the Audited Accounts of your Company for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in Thousands)

2009-2010 2008-2009

Profit before Depreciation and Interest 18,72,46 15,93,24

Less :a) Depreciation 21,59 22,65

b) Interest 21,82,61 20,47,18

Profit/(Loss) before Taxation (3,31,74) (4,76,59) Provision for Taxation :

a) Current Tax - -

b) Earlier years (net off write back) - 1,23,18

c) Fringe Benefit Tax (net off write back) 1,79 (4,11)

Profit/(Loss) after Taxation (3,29,95) (3,57,52)

Loss brought forward from previous years (24,92,94) (21,35,42)

Balance carried forward to Balance Sheet (28,22,89) (24,92,94)

OPERATIONS

The Company during the year under review earned interest income of Rs.9.23 crore, dividend on trade investments of Rs.3.50 crore and profit on sale of long term investments of Rs.2.33 crore.

The total income of your Company was Rs.27.31 crore as against Rs.20.82 crore earned in the previous year. The company has suffered a loss of Rs.3.30 crore during the year under review as against a loss of Rs.3.58 crore in the previous year.

DIVIDEND

On account of the loss sustained by the Company your Directors regret their inability to recommend any dividend for the year under review.

D1 WILLIAMSON MAGOR BIO FUEL LIMITED

D1 Williamson Magor Bio Fuel Ltd.(D1WML) was incorporated in July 2006 under a 50:50 Joint Venture Agreement between Williamson Magor & Co. Ltd., (WML) and D1 Oils Trading Ltd., U.K. to facilitate development of Jatropha Plantation under contract farming arrangements for production of bio diesel from Jatropha Oilseeds. Your Company presently holds 16.44% of equity capital in D1WML.

As a clean fuel, alternate to fossil fuel, the market for bio diesel has been increasing globally at a faster rate. The global production of bio diesel during the year 2008 at 11.1 Million MT registered a growth of 23% over previous year.

There has been an acute shortage of bio diesel feedstock and D1WML has developed about 132,000 hectares of plantation at different stages of maturity. The company has observed 2009-10 as the year of consolidation of plantation and estimates about 60% of the farms are duly maintained by the farmers to produce commercial crop.

The initial harvest of oilseed on young plantation carried out during 2009-10 is being used for extension and consolidation. D1WML expects sub-commercial harvest during 2010-11 for oil expelling and commercial harvest in 2011-12. The company has acquired about 28 acres of land in Balipara Industrial Growth Centre, Assam for setting up a bio diesel processing unit.

SUBSIDIARY COMPANIES

The Annual Report and Accounts of Woodside Parks Limited and Majerhat Estates & Developers Limited, Subsidiaries of the Company, as on 31st March 2010 are annexed to this Report in accordance with the provisions of Section 212 of the Companies Act, 1956

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company, its two subsidiaries, its three Associate Companies namely Eveready Industries India Limited, Kilburn Engineering Limited and Babcock Borsig Limited and one Joint Venture Company namely D1WML prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Board is pleased to give particulars as required in an Annexure, which forms a part of the Directors Report.

DIRECTORS

Since the last report there has been no change in the Board of Directors of the Company.

In accordance with Article 100 of the Articles of Association of the Company Messrs. A. Khaitan, Padam Kumar Khaitan and Dr. Raghavachari Srinivasan will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

MANAGER

The Board of Directors of the Company has reappointed Mr. D. Pal Choudhury as Manager as defined in Section 2(24) of the Companies Act, 1956 for a period of one year with effect from 1st April 2010 subject to the approval of the Members of the Company at its ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

As required in terms of the Listing Agreement with Stock Exchanges a Management Discussion and Analysis Report and a Report on Corporate Governance are annexed forming part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956 your Directors confirm as under :

(i) that in the preparation of the Annual Accounts, applicable accounting standards have been followed;

(ii) that the accounting policies are consistently followed and applied to give a true and fair view of the state of affairs of the Company ;

(iii) that proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company ;

(iv) that the Annual Accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not being furnished since there was no employee during the year who was in receipt of remuneration exceeding the prescribed limits.

AUDITORS

Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meting of the Company and are eligible for re-appointment.

For and on behalf of the Board

A. KHAITAN - Director

Kolkata, 13th August, 2010 R. S. JHAWAR -Director



 
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