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Notes to Accounts of Williamson Magor & Company Ltd.

Mar 31, 2015

(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 ofliquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(a) 57,00,000 shares (31st March 2014: 32,00,000 shares) ofEveready Industries India Limited and 19,40,570 shares (31st March 2014: 19,40,750 shares) ofMcleod Russel India Limited and 18,75,000 shares (31st March 2014:

18,75,000 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) 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 of Rs. 75/- 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 lapse and amount paid will be forfeited. Also refer Note 25B(b).

31st March, 2015 31st March, 2014 Rs. '000 Rs. '000

NOTE 2A

CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged as debts :

Excise matter sunder dispute (Notei) 711 711

Service Tax Matter sunder dispute (Noteii) 26,583 26,583

Income Tax matters under dispute - 2,383

Others 93 93

b) Guarantees given for loans granted to companies 6,350 6,350

c) Corporate Guanratees given, in respect of loans borrowed by others (Note iii) Guarantee Amount 800,000 -

Loan Balance outstanding 800,000 -

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.

(iii) Represents guarantee given to Yes Bank on behalf of loan borrowed by Mcnally Bharat Engineering Company Limited. The guarantee covers the principal as well as any interest due on such loan.

NOTE 2B

Commitments as at 31st March, 2015

(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 existing to the extent of 13,04,748 shares (31st March, 2014; 13,04,748 shares) or future shareholdings in Mcnally Bharat Engineering Company Limited without prior approval of the Bank.

(b) Balance Consideration payable for Equity Warrants ofMBECL (Refer Note 12(b)] at the time ofExercise of such warrants anytime within 18 months from the date of allotment - Rs. 225,000 thousand (31st March, 2014: NIL)

NOTE 3 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 recognised as rental income under Note 19.

NOTE 4

EMPLOYEE BENEFITS

I. Defined Contribuition Plans

Total contribuition to Defined Contribution Plans amount to Rs. 273 thousand ( Previous Year : Rs 257 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 acturial 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 acturial valuation at the year end subject to a monetary limit.

(c) Gratuity (Unfunded)

Gratuity benefits accrue to employees completing five years of service based on acturial valuation at the end of the year with reference to their respective salaries and tenure of employment subject to a maximum limit ofRs. 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.

The following table set forth the particulars as per actuarial valuation in respect of Defined Benefit Schemes of the Company :

NOTE 5

Related Party Disclosures : In accordance with Accounting Standard (AS)-18 (A) Names of Related Parties and nature of relationship:

a) Associate Company

1) Woodside Parks Limited (WPL)

2) Majerhat Estates & Developers Limited (MEDL)

3) Kilbum Engineering Limited (KEL)

4) Eveready Industries India Limited (EIIL)

5) Babcock Borsig Limited (BBL)

b) Joint Venture Company :

1) D1 Williamson Magor Bio Fuel Limited (D1WM)

c) Key Management Personnel:

Mr. D Pal Chowdhury(Manager)(upto 31.03.2014)

Mr. Tuladri Mallick (Manager) (with effect from 01.05.2014)

The Company has unabsorded 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 recognised 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. 72,276 thousand( 31st March 2014: Rs NIL) pursuant to settlement of a litigation during the year ended 31st March 2015.

NOTE 9

Based onNotification no. DNBS.223/CGM(US)-2011 dated 17th January, 2011, provisionhas been made for standard assets at 0.25 percent of the balance of such assets as at 31st March, 2015 which has been disclosed separately as 'Contingent Provision against Standard Assets' inNote 10.

NOTE 10

Pursuantto the requirements ofNon-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. Accordingly, the Company had sold certain shares to dilute its concentration of investments to some extent and had recovered a substantial portion of its loan exposure in the past years.

In the meantime (RBI) vide its NotificationNo. 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 Systematically Important Core Investment Company. The Company had filed an application with RBI for the conversion of its status from Systematically Important Non Deposit Taking Non Banking Financial Company to Systematically 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 has advised the Company in February 2013 to resubmit the application afreshjust after attaining the stipulated criteria for a CIC-NDSI but not later than 31st March 2015.

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 finacials after meeting all the criterion of being a CIC- NDSI. The Company is taking necessary steps in this regard.

NOTE 11

PREVIOUS YEAR FIGURES

The previous year figures have been reclassified and regrouped wherever necessary.


Mar 31, 2014

NOTE 1 Share Capital

(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.

31st March, 2014 31st March, 2013 Rs. ''000 Rs. ''000

NOTE 2A

CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged as debts :

Excise matters under dispute (Note i) 711 711

Service Tax Matters under dispute (Note ii) 26,583 26,583

Income Tax matters under dispute (Note iii) 2,383 2,383

Others 93 93

b) Guarantees given for loans granted to companies within the group 6,350 6,350

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.

(iii) Representing demand raised by Income Tax Authority for certain disallowances against which appeal has been filed by the Company.

NOTE 2B

OTHER COMMITMENTS

The Company has given an undertaking during the year to ICICI Bank Limited(the Bank) not to transfer, assign, dispose of, pledge,charge or create any lien or in any way encumber or deal with or dispose of existing(to the extent of 13,04,748 shares) or future shareholdings in Mcnally Bharat Engineering Company Limited without prior approval of the Bank.

NOTE 3 OPERATING LEASE

The Company has leasing arrangements in the nature of operating leases in respect of its premises for a period of 3 years which are cancellable and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of such lease rentals are recognised as rental income under Note 18.

NOTE 4

EMPLOYEE BENEFITS

I. Defined Contribuition Plans

Total contribuition to Defined Contribution Plans amount to Rs. 212 thousand (Previous Year : Rs 257 thousand) included in Contribution to Provident and other Funds (Refer Note 20 ).

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 acturial 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 acturial valuation at the year end subject to a monetary limit.

(c) Gratuity (Unfunded)

Gratuity benefits accrue to employees completing five years of service based on acturial valuation at the end of the year with reference to their respective salaries and tenure of employment subject to a maximum limit ofRs. 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 5

Related Party Disclosures : In accordance with Accounting Standard (AS)-18 (A) Names of Related Parties and nature of relationship:

a) Subsidiary Companies :

1) Woodside Parks Limited (up to 18.3.2013)

2) Majerhat Estates & Developers Limited (up to 18.3.2013)

b) Associate Company

1) Woodside Parks Limited (WPL)

2) Majerhat Estates & Developers Limited (MEDL)

3) Kilburn Engineering Limited (KEL)

4) Eveready Industries India Limited (EIIL)

5) Babcock Borsig Limited (BBL)

c) Joint Venture Company :

1) Dl Williamson Magor Bio Fuel Limited (D1WM)

d) Key Management Personnel: Mr. D Pal Choudhury

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

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, 2014 which has been disclosed separately as ''Contigent Provision against Standard Assets'' in Note 10.

NOTE 9

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. Accordingly, the Company had sold certain shares to dilute its concentration of investments to some extent and had recovered a substantial portion of its loan exposure in the past years.

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 Non Banking Financial Company which is known as Systematically Important Core Investment Company. The Company had filed an application with RBI for the conversion of its status from Systematically Important Non Deposit Taking Non Banking Financial Company to Systematically 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 has advised the Company in February 2013 to resubmit the application afresh just after attaining the stipulated criteria for a CIC-NDSI but not later than 31st March 2015 and subsequently in May 2013, the Company has been granted extension by the RBI from complying with the stipulated exposure norms till 31st March,2014. The Company is taking necessary steps in this direction.


Mar 31, 2013

NOTE 1

CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged as debt

Excise matters under dispute (Note i) 7,11 7,11

Service Tax matters under dispute (Note ii) 2,65,83 1,92,32

Income Tax matters under dispute (Note hi) 23,83

Others 93 93

b) Guarantees given for loans granted to companies within the group 63,50 63,50

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. hi) Representing demand raised by Income Tax Authority for certain disallowances against which appeal has been filed by the Company.

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 years which are cancellable and are usually renewable by mutual consent on mutually agreeable terms. The aggregate of such lease rentals are recognised as rental income under Note 18.

NOTE 3

EMPLOYEE BENEFITS

I. Defined Contribution Plans

Total contribution to Defined Contribution Plans amount to Rs.2,57 thousand (Previous Year : Rs. 1,86 thousand) included in Contribution to Provident and other Funds (Refer Note 20)

II. Defined Benefit Schemes

(a) Pension (Unfnnded)

The Company has a practice of paying pension to certain categories of retired employees and in certain cases to their surviving spouses based on acturial valuation at the end of each year.

(b) Medical Insnrance Preminm Re-imbnrsement (Unfnnded)

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 acturial valuation at the year end subject to a monetary limit.

(c) Gratnity (Unfnnded)

Gratuity benefits accrue to employees completing five years of service based on acturial 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 (Unfnnded)

Accrued liability towards leave encashment benefits payable to employees has also been evaluated on the basis of acturial valuation at the end of the year and has been recognised as a charge in the accounts.

NOTE 4

Related Party Disclosures in accordance with Acconnting Standard (AS)-18 : (a) Names of Related Parties and natnre of relationship :

a) Snbsidiary Companies:

1) Woodside Parks Limited (WPL) (upto 18.3.2013)

2) Majerhat Estates & Developers Limited (MEDL) (upto 18.3.2013)

b) Associate Companies:

l)BabcockBorsig Limited (BBL)

2) Woodside Parks Limited (WPL) (From 19.3.2013)

3) Majerhat Estates & Developers Limited (MEDL) (From 19.3.2013)

4) Kilburn Engineering Limited (KEL)

5) Eveready Industries India Limited (EIIL)

c) Joint Ventnre Company:

1) Dl Williamson Magor Bio Fuel Limited (D1WM)

d) Key Management Personnel: Mr. D Pal Choudhury

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 recognised only to the extent of deferred tax liability.

NOTE 5

There are no parties registered under the Micro, Small and Medium Enterprises Development Act, 2006, based on information available with the Company.

NOTE 6

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 is a single segment entity as envisaged in Accounting Standard (AS)-17 on "Segment Reporting".

NOTE 7

The Company has sold a portion of its immoveable property comprising Land and Building during the year. Profit on sale of such property amounting to Rs. 14,21,13 thousand (Previous Year : Rs.29,58,15 thousand) and compensation of Rs.1,38,60 thousand (Previous Year : Rs.Nil) for vacating premises taken on lease has been disclosed as Exceptional Item in the Statement of Profit and Loss.

NOTE 8

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, 2013 which has been disclosed separately as ''Contigent Provision against Standard Assets'' in Note 10.

NOTE 9

Pursuant to the requiremnts 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 regulansation of the requirements relating to concentration of investments and exposure norms in a phased manner. Accordingly, the Company had sold certain shares to dilute its concentration of investments to some extent and had recovered a substantial portion of its loan exposure in the past years.

In the meantime the 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 has advised the Company in February 2013 to resubmit the application afresh just after attaining the stipulated criteria for a CIC-NDSI but not later than 31st March 2015. The Company is taking necessary steps in this direction.

NOTE 10

PREVIOUS YEAR FIGURES

The previous year figures are reclassified and regrouped wherever necessary.

 
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