WILLIAMSON MAGOR & CO. LIMITED

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WILLIAMSON MAGOR & CO. LIMITED

ANNUAL REPORTAND

ACCOUNTS2007 - 2008

ESTD. 1868



C O N T E N T S

Board of Directors

Details of Williamson Magor Group,Subsidiary and Associate Companies

Financial Highlights

Report of the Directors

Corporate Governance

Report of the Auditors

Balance Sheet

Profit & Loss Account

Cash Flow Statement

Schedules

Notes forming part of the Accounts

Statement relating to the Subsidiaries

Schedule under Reserve Bank of India Directions

Accounts of Subsidiary Companies

Woodside Parks Limited

Majerhat Estates & Developers Limited

Consolidated Accounts with Schedules

Page

1

2

3

4

9

20

24

25

26

28

37

46

47

50

61

70



DIRECTORS B. M. KHAITAN - Chairman

DEEPAK KHAITAN - Vice Chairman

A. KHAITAN

T. R. SWAMINATHAN

R. S.JHAWAR

PAD AM KUMAR KHAITAN

D. K. PAL - Nominee oflCICI Bank Ltd.

G.MOMEN

DR. R. SRINIVASAN

SECRETARY

AUDITORS

S. PHILIP

LOVELOCK & LEWESChartered Accountants

BANKERS HDFC BANK LTD.

STANDARD CHARTERED BANK

UNITED BANK OF INDIA

ICICI BANK LTD.

CENTURIAN BANK LTD.

AMERICAN EXPRESS BANK LTD.

SHARE TRANSFER AGENTS

REGISTERED OFFICE

MAHESHWARI DATAMATICS PVT. LTD.

6, MANGOE LANE, 2ND FLOOR

KOLKATA-700001

TEL : 033-2243-5809; 033-2243-5029; 033-2248-2248

FAX: 033-2248-4787

E-mail: [email protected]

FOUR MANGOE LANE

SURENDRA MOHAN GHOSH SARANI

KOLKATA-700001

TEL : 033-2243-5391,033-2248-9434,

033-2248-9435,033-2210-1221

FAX : 033-2248-8114,033-2248-3683

E-mail: [email protected]



WILLIAMSON MAGOR GROUP

WILLIAMSON MAGOR & CO. LTD. PRINCIPAL ACTIVITIES -

NON-BANKING FINANCE & PROPERTY OWNERS

SUBSIDIARIES WOODSIDE PARKS LIMITEDMAJERHAT ESTATES & DEVELOPERS LIMITED

ASSOCIATES EVEREADY INDUSTRIES INDIA LIMITEDMcLEOD RUSSEL INDIA LIMITEDDl WILLIAMSON MAGOR BIO FUEL LIMITED

ENGINEERING :

KILBURN ENGINEERING LIMITEDMcNALLY BHARAT ENGINEERING CO. LIMITED

OTHERS:

BABCOCK BORSIG LIMITEDMETALS CENTRE LIMITEDBORELLI TEA HOLDINGS LIMITED (U.K.)

McLEOD RUSSEL INDIA LIMITED59 Tea Estates in the States of Assam and West Bengal as under:

ESTATE

Dekorai, Mijicajan, Monabarie, Pertabghur

Behora, Bukhial

Baghjan, Bordubi, Koomsong, Phillobari

Bargang, Behali, Boroi, Dufflaghur, Halem, Nya Gogra

Hunwal

Attareekhat, Bhooteachang, Borengajuli, Corramore, Dimakusi, Paneery

Bogapani, Dehing, Dirok, Margherita, Namdang

Dirai, Rajmal

Addabarie, Harchurah/Nilpur, Phulbari, Rupajuli, Tarajulie, Tezpore & Gogra

Dirial, Itakhooli, Keyhung, Mahakali

Attabarrie

Lepetkatta, Moran, Sepan

Bhatpara, Central Dooars, Chuapara

Jainti/Chuniajhora, Mathura/Jaibirpara

Beesakopie/Daimukhia, Raidang/Hansara.Samdang/Messaijan/Panikhowa

LOCATION

Bishnauth, Assam

Dhunseri, Assam

Doom Dooma, Assam

East Boroi, Assam

Jorhat, Assam

Mangaldai, Assam

Margherita, Assam

Moran, Assam

Thakurbari, Assam

Tingri, Assam

Sibsagar, Assam

Dibrugarh, Assam

Dooars, West Bengal

Dooars, West Bengal

Doom Dooma, Assam


FIVE YEAR FINANCIAL SUMMARY

Total Income

Expenses

Profit/(Loss) Before Taxation

Taxation - Current

- Earlier years (net of write back)

- Deferred

- Fringe Benefit Tax

Profit/(Loss) after Taxation

Exceptional Items

Balance

Transfer to Statutory Reserve

Retained Profits/(Loss)

Funds Employed

Employment of Funds

Net Block of Fixed Assets

Investments

Net Current Assets

Miscellaneous Expenditure(to the extent not written off)

Deferred Tax Liability

2007-08

2,210.53

2,294.75

(84.22)

—

24.08

24.08

8.44

(116.74)

116.74

—

(116.74)

33,534.95

7,142.87

19,277.63

7,114.45

—

—

2006-07

4,410.22

1,218.02

3,192.20

130.00

—

—

6.50

3,055.70

3,055.70

611.14

2,444 .56

29,444.48

7,258.31

15,786.24

6,399.93

—

—

2005-06

5,545.54

1.632.53

3,913.01

—

—

(8.39)

7.43

3,913.97

3,913.97

782.80

3,131.17

20,892.58

7,400.59

13,139.32

352.67

—

—

(WM)

(Rupees in Lakh)

2004-05

9,334.04

4,469.88

4.864.16

60.00

—

(57.37)

—

4,861.53

4,861.53

972.30

3,889.23

18,879.05

7,573.37

10,517.83

796.24

—

(8.39)

2003-04

1,792.03

3,759.43

(1,967.40)

—

—

51.50

—

(2,018.90)

(2,018.90)

—

(2,018.90)

21,648.31

9,005.72

12,207.82

422.34

78.19

(65.76)



REPORT OF THE DIRECTORSFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2008

The Directors have pleasure in presenting the Annual Report for the Audited Accounts of your Company for the year ended 31 stMarch, 2008. ^

FINANCIAL RESULTS

Profit before Depreciation and Interest

Less: a) Depreciationb) Interest

Profit/(Loss) before Taxation

Provision for Taxation :a) Current Year

b) Earlier years (net of written back)c) Fringe Benefit Tax

Profit/(Loss) after Taxation


Loss brought forward from previous years

Balance carried forward to Balance Sheet

2007-2008

11,65,21

17,8112,31,62

(84,22)

24,088,44

(1,16,74)

(1,16,74)

(20,18,68)

(21,35,42)

(Rs. in Thousands)2006-2007

36,96,94

13,474,91,27

31,92,20

1,30,00

6,50

30,55,70

6,11,14

24,44,56

(44,63,24)

(20,18,68)

OPERATIONSDuring the year under review the total income of your Company was Rs.22.11 crore compared to Rs.44.10 crore (whichincluded an amount of Rs.6.06 crore on disposal of some of its investments, Rs.5.65 crore as a one-time Non-Compete Fee anddividend on investments amounting to Rs.16.31 crore) earned in the previous year. The Company during the year under reviewearned a profit of Rs.1.89 crore on disposal of some of its investments, recovered Establishment Expenses amounting to Rs.3.84crore and earned interest amounting to Rs.7.13 crore. The Company was successful in recovering some of the advances whichhad earlier been provided as non-performing assets and consequently, an amount of Rs.4.77 crore was written back in theAccounts for the year under review. Loss arising from non-conversion of share warrants into shares was Rs. 4.53 crore and theloss after tax for the year amounted to Rs. 1.17 crore.

DIVIDENDOn account of accumulated losses your Directors regret their inability to recommend any dividend for the year under review.

Dl WILLIAMSON MAGOR BIO FUEL LIMITEDDl Williamson Magor Bio Fuel Limited of which your company is one of the promoters has completed its second year ofoperation. The Compuny has been promoting its systematic cultivation by way of developing selected varieties of plantingmaterials, supervision of plantation, assisting farmers with necessary bank loans for plantation.

The demand for bio fuel is increasing in the world due to depletion of petroleum fuel and its increasing trend of price. TheCompany expects to market the bio diesel manufactured from Jatropha oil seeds at a price comparable to cost of production ofpetroleum diesel.

ACQUISITION OFTHE MORAN TEA COMPANY (INDIA) LIMITEDMcLeod Russel India Limited, an Associate of your Company has acquired the controlling interest in The Moran Tea Company(India) Limited (Moran India) from its Holding Company Moran Holdings Pic. by way of acquiring 15,20,000 Equity Shares of


WILLIAMSON MAGOR & CO. LIMITED (WM)

Rs.lO/- each representing 72.38% of the share capital of Moran India. Your Company along with McLeod Russel India Limitedand Ichhamati Investments Private Limited had made an Open Offer to acquire upto 4,20,000 equity shares of Rs.lO/- each ofMoran India representing 20% of the paid up share capital of the said Company. All the shares which had been tendered in theopen offer and found valid have been acquired by McLeod Russel India Limited. The High Court at Calcutta has approved theScheme of Amalgamation of The Moran Tea Company (India) Limited with McLeod Russel India Limited vide its Order dated16th April 2008.

SUBSIDIARY COMPANIES

The Annual Report and Accounts of Woodside Parks Limited and Majerhat Estates & Developers Limited, subsidiaries of theCompanies as on 31st March 2008 are annexed to this Report in accordance with the provisions of Section 212 of theCompanies Act, 1956.

The consolidated financial statements with the Subsidiary Companies and other Associate Companies viz. Babcock BorsigLimited, Kilburn Engineering Limited, Dl Williamson Magor Bio Fuel Limited and Eveready Industries India Limited inwhich your Company holds more than 20% of the said Company's share capital, forms part of this Report & Accounts.

COMPANIES (DISCLOSURE OF PARTICULARS IN THEREPORT 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 theDirectors' Report.

DIRECTORS

Since the last report there was no change in the composition of Board of Directors of your Company except that Mr. R. S.Jhawar ceased to be a Wholetime Director. However, he continues to be a Director of the Company.

In accordance with the Articles of Association Messrs. R.S. Jhawar, G. Momen and A. Khaitan will retire by rotation at theforthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Brief resume of the directorsproposed to be re-appointed, nature of their expertise, names of companies in which they hold directorships and membership/chairmanship on Board Committees, shareholding and relationships between Directors inter se, as stipulated under clause 49 ofthe Listing Agreement with the Stock Exchanges in India are provided in the Report on Corporate Governance.

MANAGER

The Board of Directors of the Company has appointed Mr. D. Pal Choudhury, as Manager as defined in Section 2(24) of theCompanies Act, 1956 for a period of one year with effect from 1st April 2008 subject to the approval of the Members of theCompany at its ensuing Annual General Meeting.

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 ofthe Company ;

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORTAND REPORT ON CORPORATE GOVERNANCE

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



PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975, as amended, is given in the Annexure forming part of the Report.

AUDITORS

Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the Company retire and are eligible for re-appointment.

For and on behalf of the Board

A.KHAITAN - DirectorKolkata, 30th June, 2008 R. S.JHAWAR - Director

ANNEXURE TO DIRECTORS' REPORTMANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENT

The principal business of the Company is investing and lending funds. The financial market turbulence in developed economiesfollowing the US sub-prime mortgage crisis has reduced financial leverage, lowered credit availability and negative wealth effect.The market currently is in the phase of adjustments. Once stability returns there would be clarity on what is going to be next year'sgrowth. Growth is greatly affected by inflation and the on going steep rise in the crude price in the global market.

OPPORTUNITIES AND THREATS, RISKS AND CONCERNS i

Significant funds of the Company have been used in investment and lending activities, which are the Company's principal business.The Company is a part of the Williamson Magor Group possessing good business infrastructure. The overall performance ofCompanies in which the Company has invested and lent funds has been satisfactory.

Your Company has entered into a joint venture with Oils Trading Limited, U.K. to facilitate the development of Jatropha Oil seedsfor production of bio-fuel to be blended with petroleum fuel which has tremendous scope.

The fundamentals of the equity market have changed significantly. Inflation rate is higher and the crude prices are also ruling high.Interest rates have hardened, all commodities are getting more and more expensive and the rise in cost of inputs is keeping pressureon margins. The Government and Reserve Bank of India are taking all possible measures to contain inflation and it is expected thatthe country's growth rate will not be adversely affected.

FINANCIAL PERFORMANCE

The financial performance of the Company during the year resulted in a loss of Rs. 1.17 crore. The performance was mainly affecteddue to rise in the interest costs and lower income from investments.

OUTLOOK

The high oil price coupled with rising inflation and volatility in the Indian Capital Markets are causes of concern. However, subjectto the improvement in performance of the Companies in which your Company has invested funds and in view of better utilization ofthe immoveable property that the Company owns, barring unforeseen circumstances, your Company hopes to do well in the future.

INTERNAL CONTROL SYSTEM

The Company maintains a system of internal control commensurate with its size. The Internal Auditors regularly conduct review ofthe operations. The Audit Committee reviews the adequacy of internal control system at regular intervals and provides guidance forimprovement. The Risk Management Policy adopted by the Company is expected to further strengthen the Internal Control System.



CAUTIONARY STATEMENT

Statement in the Management Discussion & Analysis Report in regard to projections, estimates and expectations has been made ingood faith. Several unforeseen factors may come into play and affect the actual results, which could be different from what theDirectors envisage in terms of future performance and outlook. Market information contained in this Report have been based oninformation gathered from various published and unpublished reports, and their accuracy, reliability and completeness cannot beassured.


A.KHATTAN - Director

Kolkata, 30th June, 2008 . R.S. JHAWAR - Director



ANNEXURE TO DIRECTORS' REPORT

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

Pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

FORMACONSERVATION OF ENERGY

A) Power & Fuel Consumption Nil

B) Consumption per unit of production Nil

FORMBRESEARCH AND DEVELOPMENT Nil

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION Nil

FOREIGN EXCHANGE EARNINGS & OUTGO

Total Foreign Exchange:

Earned NilOutgo Rs.14.73 lakh


A.KHAITAN - Director

Kolkata, 30th June, 2008 R. S. JHAWAR - Director

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISION OF SECTION 217(2A) OF THE COMPANIES ACT, 1956.

Name

Jhawar, R.S.

Mukherjee, S

Designation/Nature of

Duties

Wholetime Director

GroupAdvisor

Remuneration(Rs.)

47,61,669

32,96,077

Qualifications

B. Com., LLBFCA, ACMA

B. Com (Hons.),FCA

Experience(Years)

47

31

Date of AgeEmployment

01.04.2005 69

01.04.2005 53

PreviousEmployment/Position held

Eveready IndustriesIndia Ltd.

Wholetime Director

Eveready IndustriesIndia Ltd.President

Notes : 1. The above employees were wholetime employees during the financial year ended March 31, 2008.2. The above employees are not related to any Director of the Company within the meaning of Section 6 of the Companies Act, 1956.


A. KHAITAN - DirectorKolkata,30thJune,2008 R.S.JHAWAR - Director



REPORT ON CORPORATE GOVERNANCE1. COMPANY'S PHILOSOPHYThe Company's philosophy on Corporate Governance is aimed at efficient conduct of its business and in meeting its obligationstowards various Stakeholders. The Company gives due emphasis on transparency, professionalism and accountability. YourCompany also gives due importance to its social obligations and compliance of various regulatory provisions. The Companyhas implemented the mandatory requirements regarding Corporate Governance as mentioned in Clause 49 of the ListingAgreement.

2. BOARD OF DIRECTORS(i) Composition

The Board of Directors of your Company consists of nine Directors, Mr. B. M. Khaitan, a Non-Executive Director is theChairman of the Board. All other Directors except Mr. R.S. Jhawar are non-executive and not less than one third of theBoard comprises Independent Directors. No Director is related to any other Director on the Board in terms of the definitionof 'relative' given under the Companies Act, 1956, except Mr. D. Khaitan and Mr. A. Khaitan who are brothers and are alsosons of Mr. B. M. Khaitan.

(ii) Board Meetings and Annual General Meeting

During the year ended 31 st March, 2008,6 Board Meetings were held on 18.05.2007,04.06.2007,29.06.2007,31.07.2007,30.10.2007 and 29.01.2008 and the Annual General Meeting was held on 31.07.2007.

(iii) Particulars of Directors as on 31st March, 2008 and other Directorships and position held in Board Committeesof the Companies :

Name ofDirectors

MR. B. M. KHAITAN

MR. D. KHAITAN

MR. A. KHAITAN

MR. T.R.SWAMINATHAN

MR. R.S. JHAWAR

MR. PADAMKUMAR KHAITAN

MR. D.K.PAL

DR. R.SRINIVASAN

MR. G. MONEN

Category

NON-EXECUTIVECHAIRMAN

NON-EXECUTIVEVICE-CHAIRMAN

NON-EXECUTIVE

NON-EXECUTIVE& INDEPENDENT

EXECUTIVE

NON-EXECUTIVE

NON-EXECUTIVE& INDEPENDENT

(NOMINEE OF ICICIBANK LTD)

NON-EXECUTIVE& INDEENPDENT

NON-EXECUTIVE& INDEENPDENT

No. ofBoard

Meetings

Held duringtenure

6

6

6

6

6

6

6

6

6

Attended

4

2

6

6

5

4

4

6

6

Whetherattended lastAGMheldon31st July 2007

NO

NO

YES

YES

YES

NO

YES

YES

YES

No. ofDirectorshipsin other public

limitedcompanies*

7

7

7

3

7

12

8

8

No. of Committeeposition held in

other publiclimited

companies**

AsChairman

-

-

1

5

1

2

3

1

AsMember (#)

-

1

2

6

4

4

8

8

(#) Including Chairmanship



* The Directorships do not include Alternate Directorships, Directorships of Foreign Companies, Companies under Section 25 ofthe Companies Act and Private Limited Companies.

** Membership/Chairmanship in Committees includes only Membership/Chairmanship of Audit Committee and Shareholders'/Investors' Grievance Committee.

(iv) The Board of Directors plays an important role in ensuring good governance and have laid down a Code of Conductfor all Board Members and Senior Management Personnel of the Company.

The Code has been posted on the website of the Company. All Members of the Board and Personnel in the SeniorManagement have confirmed compliance of the Code of Conduct.

3. AUDIT COMMITTEE

i) Composition

The Audit Committee of the Board was reconstituted by the Board of Directors of the Company at its meeting held on29.3.2005 and it comprised Messrs. T. R. S waminathan, Dr. R. Srinivasan, Mr. Padam Kumar Khaitan and Mr. D. K.Pal. Mr. T. R. Swaminathan, a Non-Executive Independent Director, having adequate financial and accountingqualification and background, is the Chairman of the Audit Committee. Mr. S. Philip, Company Secretary acts as theSecretary of the Audit Committee. The Statutory Auditors are invitees to the Meetings of the Audit Committee.

ii) Attendance

Five Meetings of the Audit Committee were held during the financial year ended 31st March, 2008 and theattendance of the Members are as follows:

Name of Memberof the Audit Committee

MR. T. R. SWAMINATHANMR. PADAM KUMAR KHAITANMR. D. K. PAL

DR. R. SRINWASAN

Whether attended the Meetings held on

18.05.2007

YESNONO

YES

04.06.2007

YESNOYES

YES

31.07.2007

YESYESYES

YES

30.10.2007

YESYESYES

YES

29.01.2008

YESYESYES

YES

The role and terms of reference of the Audit Committee covers the matters specified for Audit Committee underClause 49 of the Listing Agreement and the provision of Section 292A of the Companies Act, 1956.

iii) The terms of reference of the Audit Committee are as follows :

(a) Recommending the appointment and removal of external auditors, fixation of audit fee and also approvalfor payment for any other services.

(b) Reviewing with management the annual financial statements before submission to the Board, focusingprimarily on :

• Matters required to be included in the Directors' Responsibility Statement, as required for the report ofthe Board of Directors.Any changes in accounting policies and practices.Major accounting entries based on exercise of judgment by management.Qualifications in draft audit report.Significant adjustments arising out of audit.The going concern assumption.Compliance with accounting standards.Compliance with stock exchange and legal requirements concerning financial statements.Any related party transactions i.e. transactions of the Company of material nature, with promoters or themanagement, their subsidiaries or relatives etc. that may have potential conflict with the interests of theCompany at large.

10



(c) Reviewing, with the management, the quarterly financial statements before submission to the Board.(d) Reviewing with the management, external and internal auditors, the adequacy of internal control systems.(e) Reviewing the adequacy of internal audit function, including the structure of the internal audit department,

staffing and seniority of the official heading the department, reporting structure coverage and frequency ofinternal audit.

(f) Discussion with internal auditors any significant findings and follow up thereon.(g) Reviewing the findings of any internal investigations by the internal auditors into matters when there is a

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting thematter to the Board.

(h) Discussion with external auditors before the audit commences on nature and scope of audit as well as havepost audit discussion to ascertain any area of concern,

(i) Reviewing the Company's financial and risk management policies,(j) To look into the reasons for substantial default in the payment to the depositors, debenture holders,

shareholders, (in case of non-payment of declared dividends) and Creditors.(k) Reviewing the management discussion and analysis of financial condition and results of operations.(1) Reviewing the management letter/letters of internal control weakness, if any.(m) Reviewing the internal audit reports relating to the internal control weakness,(n) Recommending appointment, removal and terms of remuneration of Internal Auditor.

iv) SubsidiaryThe Company does not have any material non-listed Subsidiary. The Minutes of the Board Meeting, the financialstatements as well as the significant transactions of the unlisted Subsidiary Companies are placed once in a yearbefore the Board for review.

4. REMUNERATION COMMITTEEThe Remuneration Committee of the Board was reconstituted by the Board of Directors of the Company at its meeting heldon 29th March, 2005 and it comprised Dr. R. Srinivasan, Messrs. T. R. Swaminathan, Padam Kumar Khaitan and D. K. Pal.Dr. R. Srinivasan is the Chairman of the Remuneration Committee. The Remuneration Committee approves the remunerationpayable to the Managerial Personnel appointed pursuant to Section 269 of the Companies Act, 1956. One Meeting of theRemuneration Committee was held on 18.05.2007 during the financial year ended 31st March, 2008.

5. REMUNERATION OF NON-EXECUTIVE DIRECTORSRemuneration by way of Sitting Fees for attending Board Meetings and Committee Meetings are paid to the Non-ExecutiveDirectors at the rate of Rs. 10,0007- per Meeting of the Board and Committees thereof. Apart from sitting fees, no othercompensation is paid to the Non-Executive Directors. The details of sitting fees paid during 2007-2008 to the Non-ExecutiveDirectors of the Company are as under:

Name of Director

MR.B.M.KHATTANMR. D. KHAITANMR. A. KHAITANMR. T. R. SWAMINATHANMR.R.S.JHAWARMR. PADAM KUMAR KHAITAN*MR. D. K. PAL**DR. R. SRINIVASANMR. G. MOMENTOTAL

Sitting Fees Paid (Rs.)

Board Meeting

40,00020,00060,00060,000

—40,00040,00060,00060,000

3,80,000

Committee Meeting———

80,000—

40,00040,00060,000

—2,20,000

No. of Shares held as on 31 .3.2008

12,840

——2,340

—————

* Paid to Messrs. Khaitan & Co. of which Mr. Padam Kumar Khaitan is a Partner.** Paid to ICICI Bank Limited of which Mr. O.K. Pal is a nominee on the Board.

11


WILLIAMSON MAGOR & CO. LIMITED :WM)

6. SHAREHOLDERS' GRIEVANCE COMMITTEE

The Shareholders' Grievance Committee is headed by Mr. T. R. Swaminathan, a Non-Executive and Independent Director.The other members of the Committee are Mr. Padam Kumar Khaitan and Mr. G. Momen. Mr. S. Philip, Company Secretary,is the Compliance Officer of the Company.

During the financial year 2007-2008, 6 complaints were received from the shareholders and investors. All the complaintshave been solved to the satisfaction of the complainants. The Company has acted upon all valid requests for share transfersreceived during 2007-2008 and no such transfer is pending. All requests for dematerialisation and rematerialisation ofshares during the aforesaid period were confirmed/rejected into the NSDL/CDSL system.

One Meeting of the Shareholders' Grievance Committee was held during the financial year ended 31 st March, 2008 and theattendance of the Members are as follows :

Name of Member of theShareholders' Grievance Committee

MR. T.R. SWAMINATHAN

MR. PADAM KUMAR KHAITAN

MR. G. MOMEN

Whether attended the Meetings held on13.03.2008

YES

YESNO

7. GENERAL BODY MEETINGS

a) Location and time of last three Annual General Meetings were held as under :

Financial Year

31.03.2007

31.03.2006

31.03.2005

Date

31.07.2007

19.09.2006

31.08.2005

Time

10.30A.M.

3.00 P.M.

4.00 P.M.

Venue

Williamson Magor Hall of The BengalChamber of Commerce & Industry.6 N. S. Road, Kolkata - 700 001



No resolution was required to be put through postal ballot last year.

8. DISCLOSURES

i) There have been no materially significant related party transactions between the Company and its key managementpersonnel or their relatives, subsidiaries and associates except for those disclosed in Note No. 10 of Schedule XVto the Accounts in the Annual Report.

ii) There has not been any non-compliance, penalties or strictures imposed on the Company by the Stock Exchanges,SEBI or any other statutory authority, on any matter relating to the capital markets during the last 3 years.

iii) Presently, the Company does not have a whistle blower policy.

iv) All the mandatory requirements have been appropriately complied with and the non-mandatory requirementshave been dealt with at the end of this report.

9. MEANS OF COMMUNICATION

i) The Half-yearly results are published in the newspapers in terms of Clause 41 of the Listing Agreement and notsent to the Shareholders.

12



ii) The Quarterly results, Half-yearly results and Annual Audited results are published in the Business Standard andAajkal (Vernacular).

iii) The Company displays the financial results and certain other information on its web site : www.wmtea.com

iv) The Company is complying with EDIFAR requirements as directed by SEBI. The Shareholders can view thevarious information/statements uploaded by the Company by logging on to the web site: www.sebiedifar.nic.in

v) Management Discussion and Analysis Report has been annexed to and forms part of the Report of the Directorsto the Shareholders.

10. SHAREHOLDERS' GENERAL INFORMATION

i)

ii)

iii)

iv)

v)

vi)

Annual General Meeting 2007-2008

Date and Time : 25th August 2008 at 10.30 a.m.

Venue : Williamson Magor Hall of The Bengal Chamber of Commerce and Industry,'Royal Exchange', 6, N. S. Road, Kolkata - 700 001

Financial Year : 1 st April to 31 st March.

Financial Calender :

Annual Results of previous year (audited)

First Quarter Results (30th June)

Annual General Meeting

Second Quarter Results (30th September)

Third Quarter Results (31st December)

Financial Reporting for the year ending 31st March 2009

Dates of Book Closure

End June 2008

End July 2008

Last week of August/September 2008

End October 2008

End January 2009

End June 2009

The Share Transfer Books and Register of Members of the Company will remain closed from 14th August, 2008 to25th August, 2008 (both days inclusive).

Dividend

The Board of Directors of the Company has not recommended any dividend for the year ended 31st March, 2008.

Listing on Stock Exchange and Stock Code

The Company's shares are listed on the following Stock Exchanges and the Annual Listing Fee for the year2008-2009 has been paid to each of them :

Name of the Stock Exchange

Bombay Stock Exchange Limited

National Stock Exchange of India Limited

The Gauhati Stock Exchange Limited

The Calcutta Stock Exchange Association Limited

Stock Code No.

519224

WILLAMAGOREQ

L/558

33013

13



vii) Stock Price Data :

Month

APRIL 2007

MAY 2007

JUNE 2007

JULY 2007

AUGUST 2007

SEPTEMBER 2007

OCTOBER 2007

NOVEMBER 2007

DECEMBER 2007

JANUARY 2008

FEBRUARY 2008

MARCH 2008

BOMBAY STOCK EXCHANGE LTD.High (Rs.)

45.05

43.10

42.50

57.00

50.00

48.00

47.90

61.00

75.95

91.80

57.40

52.90

Low (Rs.)

38.35

39.25

39.10

41.30

38.10

40.20

39.00

38.00

50.55

53.05

45.75

34.10

NATIONAL STOCK EXCHANGEHigh (Rs.)

44.80

44.90

42.50

59.90

50.00

48.00

47.00

60.00

76.45

93.00

58.10

51.45

Low (Rs.)

38.30

38.15

39.30

41.45

38.75

42.00

36.20

36.50

49.65

52.15

48.00

33.70

viii) Performance in comparison to BSE Sensex :

Share Price Performance (April 2007 to March 2008)

A Share Price (Closing) • Sensex (Closing)

P e r f o r m a n c e o f S h a r e P r i c eC o m p a r i s o n t o B S E S e n s e x

4cn

8L.

0_0rorCO

1 AH

1O.fi

nu100 -on -auou/UenDU

5040 -302010

In

o-mnnm B^

s^~ *~ "\

^ "* B-̂

• m^^ "~ *̂

• •*" . • •

A/ \

AX ^A A

-A ±- A A A A L^"^ -^

APR MAY2007 2007

1Q5004 onfln— louuu

— 16500-15000-13500-12000^ 10500-9000h-7500-6000-4500-3000

n

Sensex

JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR2007 2007 2007 2007 2007 2007 2007 2008 2008 2008

A Share Price (Closing) Hi — Sensex (Closing)

ix) Share Transfer System

The request for transfer of shares held in physical mode should be lodged at the office of the Company's Registrar & ShareTransfer Agents, Maheshwari Datamatics Private Limited (Registered by SEBI), 6 Mangoe Lane, 2nd Floor, Surendra

14



Mohan Ghosh Sarani,Kolkata 700 001 or at the Registered Office of the Company. The Board of Directors has unanimouslydelegated the powers of share transfer, transmission, sub-division and consolidation to a Share Transfer Committee comprisingMessrs. B. M. Khaitan, D. Khaitan, T. R. Swaminathan and R. S. Jhawar in order to expedite transfer, transmission etc. inthe physical form. The Committee generally meets once in every fortnight for approving Share Transfers and for otherrelated activities. Share Transfers are registered and returned in the normal course within an average period of 20 days, if thetransfer documents are found technically in order and complete in all respects.

x(a) Shareholding Pattern as on 31st March, 2008

Category

A Promoter's holding :

1 Indian Promoters

2 Foreign Promoters

Persons acting in concert

Sub-Total (A)

B Public Shareholding

1 Institution

a Mutual Funds and UTI

b Financial Institutions/Banks

c Central Government/State Government(s)

d Insurance Companies

e Foreign Institutional Investors

Sub-Total (B)(l)

2 Non-Institutions

a Bodies Corporate

b Individuals -

i. Individual Shareholders holding nominalshare capital upto Rs.l lakh

ii. Individual Shareholders holding nominalshare capital upto of Rs.l lakh

c Any Other (specify)

Non-Resident Individuals

Foreign National

Foreign Bodies Corporate

Sub-Total (B)(2)

C Shares held by Custodians and againstwhich Depository Receipts have been issued

Total (A) + (B) + (C)

No. ofShareholder

Accounts

6——

6

—4

—

1—

5

3036528

34

275

—

6897

—

6908

No. ofSharesheld

6843839

——

6843839

—

6880

—

509520

—

516400

670220

1865701

998304

39976

21920

—3596121

—

10956360

Percentageof holding

%

62.46

—

—62.46

—

0.06

—

4.65

—

4.71

6.12

17.03

9.11

0.37

0.20

—32.83

—

100.00

15



x(b) Categories of Shareholders as on 31st March, 2008

Categories of Shareholders

Resident Individuals

Resident Companies

Mutual Funds and UTI

Financial Institutions

Banks

Insurance Companies

Foreign Institutional Investors

Non-Resident Individuals

Foreign National

Total

No. ofShareholder

Accounts

6562

309

——

4

1

—

27

^ 5

6908

No. ofShares

held

2864005

7514059

——

6880

509520

—

39976

21920

10956360

Percentageof holding

%

26.14

68.58

——

0.06

4.65

. —

0.37

0.20

100.00

x(c) Distribution of Shareholding as on 31st March, 2008

Size of holding

1 to 500

501 to 1000

1001 to 2000

2001 to 3000

3001 to 4000

4001 to 5000

5001 to 10000

10001 and above

Total

No. of holders

5991

418

249

83

43

27

49

48

6908

Percentage

86.73

6.05

3.60

1.20

0.62

0.39

0.71

0.70

100.00

No. of Shares

619900

336189

357839

216134

154305

129429

361673

8780891

10956360

Percentage

5.66

3.07

3.27

1.97

1.41

1.18

3.30

80.14

100.00

As on 31st March, 2008, 94.53% of the Company's total shares representing 10357438 Shares were held in the dematerializedform and the balance 5.47% representing 598922 Shares were in the physical form.

xi) Dematerialisation of shares and liquidity

The shares of the Company are compulsorily traded in dematerialised form under depository systems of both the NationalSecurities Depository Ltd. (NSDL) and the Central Depository Services (India) Ltd. (CDSL). Requests for dematerializationof shares are processed and confirmation is given to the respective Depositories Code No. allotted by NSDL & CDSL. TheISIN for the Company's Shares in Demat Form is INE 210A01017.

xii) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments :

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

xiii) Plant Location :

The Company is not engaged in any manufacturing activity.

16


WILLIAMSON MAGOR & CO. LIMITED (WM

xiv) Insider Trading Regulation

The code of Internal Procedure & Conduct as suggested under the SEBI (Prohibition of Insider Trading) Regulations, 1992as amended by the Notification of 20th February, 2002 are in force since 26th July, 2002.

xv) CEO / CFO Certification

The Company is duly placing a certificate to the Board from the CEO/CFO in accordance with the provisions of Clause49(v) of the Listing Agreement. The aforesaid certificate duly signed by the CEO/CFO in respect of the financial year ended31st March, 2008 has been placed before the Board at the Meeting held on 30th June, 2008.

xvi) Auditors' Certificate on Corporate Governance

As required under clause 49 of the Listing Agreement, the Auditors' Certificate on compliance of the corporate governancenorms is attached.

xvii) Address for Correspondence :

Any assistance regarding share transfers and transmission, change of address, non-receipt of share certificate/duplicateshare certificate, demat and other matters and for redressal of all share-related complaints and grievances, the Members arerequested to please write to or contact the Registrar & Share Transfer Agents or the Share Department of the Company forall their queries or any other matters relating to their shareholdings in the Company at the addresses given below :

i) The Company's Registered Office is situated at:

Tour Mangoe Lane', Surendra Mohan Ghosh Sarani, Kolkata-700 001.TEL : 033-2243-5391, 033-2248-9434, 033-2248-9435FAX: 91-33-2248-8114, 91-33-2248-3683E-mail: [email protected]

ii) Appointment of Common Agency for Share Registry Work :

In accordance with the SEBI directive vide Circular No.D&CC/FTTTC/CIR-15/2002 dated 27th December, 2002 and D&CC/FITTC/CIR-18/2003 dated 12th February 2003, Messrs. Maheshwari Datamatics Private Limited, a SEBI registered Registrar& Share Transfer Agent is handling all the work related to Share Registry of the Company for both physical and electronicmode at their Registered Office at :-

MAHESHWARI DATAMATICS PVT. LTD.Unit: WILLIAMSON MAGOR & CO. LIMITED6, Mangoe Lane, 2nd floor, Surendra Mohan Ghosh Sarani, Kolkata - 700 001Tel: 033-2243-5809, 2243-5029,2248-2248Fax: (033) 2248-4787

In case of any difficulty, the Compliance Officer at the Registered Office of the Company may be contacted.

Special E-mail ID : [email protected]

Risk Management:

The Company has formulated a Risk Management Framework for laying down procedures to inform Board Members aboutthe risk assessment and minimization procedures. A Risk Management Committee has been formed comprising Mr. T.R.Swaminathan, Mr. R.S. Jhawar and Mr. S. Philip. A meeting of the Committee was held on 31st March, 2008.

Compliance of Non-Mandatory Requirements :

i) Chairman of the Board :

During the year under review, no expenses were incurred in connection with the office of the Chairman.

17



ii) Remuneration Committee :

The Company has Remuneration Committee comprising Dr. R. Srinivasan, Mr. T. R. Swaminathan,Mr. Padam Kumar Khaitan and Mr. D. K. Pal as stated in item no. 4 above.

iii) Shareholder Rights :

Half-yearly results including summary of the significant events are presently not being sent to the Shareholders ofthe Company.

iv) Audit Qualification :

The Company endeavours to present unqualified financial statements. There are no audit qualifications in the financialstatements of the Company for the year under reference.

v) Training of Board Members :

There was no Directors' Training Programme during the year under review,

vi) Mechanism for evaluating Non-Executive Board Members :

There is no mechanism for evaluating Non-Executive Board Members at present,

vii) Whistle Blower Policy :

There is no Whistle Blower Policy at present as stated in item No. 8(iii) above.


A. KHAITAN - DirectorKolkata, 30th June, 2008 R. S. JHAWAR - Director

CERTIFICATE OF COMPLIANCE OF THE CODE OF CONDUCT OF THE COMPANY

The Company has duly adopted a Code of Conduct at the meeting of the Board of Directors held on

31st October, 2005. After adoption of the Code of Conduct, the same was circulated to all the Board

Members and Senior Management Personnel for Compliance. The Code of Conduct has been posted on

the website of the Company. The Company has since received declarations from all the Board Members

and Senior Management Personnel affirming compliance of the Code of Conduct of the Company in

respect of the financial year ended 31st March, 2008.

Kolkata, 30th June, 2008 R. S. Jhawar

Director

18



AUDITORS' CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OFCORPORATE GOVERNANCE

To the Members of Williamson Magor & Co. Limited

We have examined the compliance of conditions of Corporate Governance by Williamson Magor & Co. Limited, for theyear ended 31st March, 2008, as stipulated in Clause 49 of the Listing Agreements of the said Company with StockExchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company's management. Ourexamination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (asstipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and waslimited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditionsof Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the above mentioned ListingAgreements.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

PARTHA MITRAFannerMembership No.50553

For and on behalf of

Plate : Kolkata LOVELOCK & LEWESDate : 30th June, 2008 Chartered Accountants

19



AUDITORS' REPORTTO THE MEMBERS OF WILLIAMSON MAGOR & CO. LIMITED

1. We have audited the attached Balance Sheet of Williamson Magor & Co, Limited as at 31st March, 2008 and therelated Profit and Loss Account for the year ended on that date and Cash Flow Statement for the year ended on that

date annexed thereto, which we have signed under reference to this report. These financial statements are theresponsibility of the management of the Company. Our responsibility is to express an opinion on these financialstatements based on our audit.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. Those Standardsrequire that we plan and perform the. audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. Our audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. Our audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. Webelieve that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies' (Auditor's Report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of thecompany as we considered appropriate and according to the information and explanations given to us, we give inthe Annexure I a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. On the basis of such checks of the books and records of the Company as we considered appropriate and informationand explanations given to us in the course of our audit we give in the attached Annexure II a statement on specifiedmatters as required under Non Banking Financial Companies' Auditor's Report (Reserve Bank) Directions, 1998.

5. We report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief werenecessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the company so far as appearsfrom our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are inagreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by thisreport have been prepared in compliance with the applicable Accounting Standards referred to in Section211(3C)oftheAct;

(e) On the basis of written representations received from the directors, as on 31st March, 2008, and taken onrecord by the Board of Directors of the Company, none of the directors is disqualified as on 31st March,2008 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the saidfinancial statements together with the notes thereon and attached thereto, give in the prescribed manner theinformation required by the Act and give a true and fair view in conformity with the accounting principlesgenerally accepted in India

20



(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008;

(ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

PARTHA MITRAPartnerMembership Number 50553For and on behalf of

LOVELOCK & LEWESKolkata, 30th June, 2008 Chartered Accountants

Annexure I to the Auditors' Report[Referred to in paragraph 3 of the Auditors' Report of even date to the members of Williamson Magor & Co. Limited onthe financial statements for the year ended 31st March, 2008]

1. (a) The company is maintaining proper records showing full particulars including quantitative details and situationof fixed assets.

(b) The fixed assets of the company have been physically verified by the management at intervals, which in ouropinion are reasonable having regard to the size of the company and the nature of its assets and discrepanciesbetween the book records and the physical inventory, which are not material, have been appropriately adjusted.

(c) In our opinion and according to the information and explanations given to us, there has not been any substantialdisposal of fixed assets by the Company during the year.

2. (a) The company has granted unsecured loans to three companies covered in the register maintained under Section301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregatesto Rs.5,86,500 thousand and Rs.4,17,000 thousand respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicialto the interest of the company.

(c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are alsoregular in payment of interest, where applicable. The payment terms are in accordance with the demand / callloan policy framed by the Company under Clause 6A of the NBFCs Prudential Norms (RBI Directions), 1998issued by the Reserve Bank of India.

(d) In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lakh.

(e) The company has taken unsecured loans, from five companies covered in the register maintained under Section301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregatesto Rs.1,570 thousand and Rs. 1,565 thousand respectively.

(f) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicialto the interest of the company.

(g) In respect of the aforesaid loans, the company is regular in repaying the principal amounts as stipulated and isalso regular in payment of interest, where applicable.

3. In our opinion and according to the information and explanations given to us, there are adequate internal controlprocedures commensurate with the size of the Company and the nature of its business for the sale of services.Further, on the basis of our examination of the books and records of the Company, and according to the information

21



and explanations given to us, we have neither come across nor have been informed of any continuing failure tocorrect major weaknesses in the aforesaid internal control procedures.

4. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts orarrangements referred to in Section 301 of the Act have been entered in the register required to be maintainedunder that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuanceof such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party duringthe year have been made at prices which are reasonable having regard to the prevailing market prices at therelevant time.

5. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of theAct and the rules framed there under.

6. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

7. (a) According to the information and explanations given to us and the records of the Company examined by us, inour opinion, the Company is generally regular in depositing the undisputed statutory dues including providentfund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax,service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriateauthorities.

There are no undisputed dues outstanding in respect of income tax, sales tax, wealth tax, service tax, customsduty and excise duty as at 31st March, 2008 for a period of more than six months from the date they becamepayable.

Further, since the Central Government has till date not prescribed the amount of cess payable under section441A of the Act, we are not in a position to comment upon the regularity or otherwise of the Company indepositing the same.

(b) According to the information and explanations given to us and the records of the Company examined by us, theparticulars of dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess as at31st March, 2008 which have not been deposited on account of a dispute, are as follows :-

Name ofthe statute

CentralExcise Act,

1944

Nature of dues

Interest onExcise Duty

Amount(Rs. '000)

7,11

Period to which theamount relates

1987-88

Forum where thedispute is pending

Stay Order by theHon'ble High Court

of Chennai

8. The Company has accumulated losses which is not exceeding 50 percent of its net worth as at 31st March, 2008 and ithas not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

9. According to the records of the Company examined by us and the information and explanation given to us, theCompany has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at thebalance sheet date. All dues have been paid subsequently.

10. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debenturesand other securities.

11. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicableto the Company.

12. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

13. In our opinion and according to the information and explanations given to us, the terms and conditions of the guaranteesgiven by the company, for loans taken by others from banks or financial institutions during the year, are not prejudicialto the interest of the Company.

22



14. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans havebeen applied for the purposes for which they were obtained.

15. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to theinformation and explanations given to us, there are no funds raised on a short-term basis which have been used forlong-.term investment.

16. The Company has not made any preferential allotment of shares to parties and companies covered in the registermaintained under Section 301 of the Act during the year.

17. The Company has not issued any debentures during the year and no debentures are outstanding at theyear-end.

18. The Company has not raised any money by public issues during the year.

19. During the course of our examination of the books and records of the Company, carried out in accordance with thegenerally accepted auditing practices in India, and according to the information and explanations given to us, wehave neither come across any instance of fraud on or by the,Company, noticed or reported during the year, nor havewe been informed of such case by the management.

20. The other clauses, 2 and 8 of paragraph 4 of the Companies (Auditor's Report) Order 2003, as amended by the Companies(Auditor's Report) (Amendment) Order, 2004, are not applicable in the case of the company for the current year, sincein our opinion there is no matter which arises to be reported in the aforesaid order.

PARTHA MTTRAPartnerMembership Number 50553For and on behalf of


ANNEXURE H TO AUDITORS' REPORT[Referred to in paragraph 4 of the Auditors' Report of even date to the members of Williamson Magor & Co. Limited onthe financial statements for the year ended 31st March, 2008]

1. The Company had been granted a certificate of registration by the Reserve Bank of India as provided in Section45 IA of the Reserve Bank of India Act, 1934.

2. The Board of Directors of the Company has passed a resolution for non acceptance of public deposits.

3. The Company has not accepted any public deposits during the year.

4. The Company has complied with the prudential norms relating to income recognition, Accounting Standards, assetclassification and provisioning of bad and doubtful debts as applicable to it.

PARTHA MTTRAPartnerMembership Number 50553For and on behalf of


23


WBLUAMSON MAGOR & CO. LIMITED

BALANCE SHEETAS AT 3 1ST MARCH 2008

Schedule 3 1 st March, 2008

I. SOURCES OF FUNDSShareholders' Funds

CapitalReserves & Surplus

Loan FundsSecured LoansUnsecured Loans

Total

II. APPLICATION OF FUNDSFixed Assets

Gross BlockLess: Depreciation

Net Block

Investments

Current Assets, Loans and AdvancesSundry DebtorsOther Current AssetsCash and Bank BalancesLoans and Advances

Less: Current Liabilities and ProvisionsLiabilitiesProvisions

Net Current Assets

Profit & Loss Account Debit BalanceLess: General Reserve as per Contra

Total

Significant Accounting Policies

Notes on Accounts

No.

IIIIII

rv

V

VIVIIvmIX

X

XIV

XV

Rs. '000 Rs.'OOO

10,95,641,89,18,50 2,00,14,14 1,

1,18,70,1316,50,68 1,35,20,81

3,35,34,95

90,03,1318,60,26

71,42,87

1,92,77,63

3,59,883,90,292,45,19

68,25,01

78,20,37

5,80,811,25,117,05,92

71,14,45

21,35,4221,35,42 —

3,35,34,95

(WM)

3 1st March, 2007Rs.'OOO

10,95,6492,86,17

75,01,2715,61,40

89,97,8317,39,52

1,86,6234,63

9,89,6453,66,68

65,77,57

1,59,1818,46

1,77,64

20,18,6820,18,68

Rs.'OOO

2,03,81,81

90,62,67

2,94,44,48

72,58,31

1,57,86,24

63,99,93

—2,94,44,48

The Schedules referred to above form an integral part of the Balance Sheet.This is the Balance Sheet referred to in our Report of even date.

Kolkata, 30th June, 2008

PARTHA MITRAPartner

Membership No. 50553For and on behalf of


A. KHAITAN - DirectorR. S.JHAWAR - Director

S.PHILIP - Secretary

24



PROFIT & LOSS ACCOUNTFOR THE YEAR ENDED 31ST MARCH 2008

INCOME

Total Income

EXPENDITUREExpensesInterest

Depreciation

Profit / (Loss) before Taxation

Provision for Taxation:Current Tax- current year

- earlier years (net of write back)

Deferred TaxFringe Benefit Tax

Profit / (Loss) after Taxation


Balance brought forward from previous year

Un-appropriated balance carried forward

Basic and Diluted Earnings per share


Notes on Accounts

ScheduleNo.

XI

XII

XIII

31st March, 2008Rs.'OOO

22,10,53

22,10,53

10,45,3212,31,62

17,81

22,94,75

'(84,22)

24,08

8,44

(1,16,74)

(1,16,74)(20,18,68)

(21,35,42)

(1-07)

31st Marc/1,2007Ry 'MM

44,10,22

44,10,22

7,13,28

4,91,27}3,47

12,18$2

31,92,20

1,30,00

6,50

30,55,70

6,11,14

24,44,56(44,63,24)

(20,18,68)

27.89

xrvxv

The Schedules referred to above form an integral part of the Profit & Loss Account.

This is the Profit & Loss Account referred to in our Report of even date.

PARTHAMITRAPartner





25



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH,

31st

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before tax and extraordinary itemsAdjustment for :DepreciationDividend/Interest income on investmentsProfit on sale of investmentsInterest incomeInterest paidProvision for doubtful debtsProvision for doubtful advancesProvision for Diminution in Value of InvestmentsProvision written back net of write offLoss for Assets ScrappedLiabilities written backProvision for Pension, Leave & medical benefitLoss on non conversion of share warrantsOperating profit before working capital changesAdjustment for :Trade and other receivablesTrade payableProvision

Cash generated from operations

Interest received on refund of income taxDirect tax refund (net)Net cash from operating activities

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assetsSale of fixed assetsSale of investmentsPurchase of InvestmentsInterest receivedDividend/Interest received on investments

Net cash from investing activities

2008

March, 2008(Rs.'OOO)

(84,22)

17,81(1,84,63)(1,89,06)(7,12,78)12,31,62

16,258,77

17,53(4,77,44)

1,65

(6)8,11

4,52,681,06,23

(18,31,13)4,01,54(15,69)

(13,39,05)

12,5135,18

(12,91,36)

(42,21)4

2,32,14(34,02,00)

3,27,641,84,63

(26,99,76)

(WA)

31st March, 2007(Rs.'OOO)

3], 92,20

13,47

(16,31,43)

(6,05,70)

(4,11,64)

4,91,27

2,46

7,61

97,57

(2,73,18)

—

———

8,82,63

(42,14,63)

(4,80,87)

—

(38,12,87)

1,45,04

34,26

(36,33,57)

(16,61)

—10,58,17

(31,20,96)

6,94,25

16,31,43

2,46,28

26



C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from long term borrowings

Repayment of long term borrowingsProceeds from short term borrowings

Repayment of short term borrowingsInterest paid


55,00,00(11,32,20)

20,00(5,00)

(11,36,13)

32,46,67

(7,44,45)9,89,64

2,45,19


55,00,00(5,64,71)

7,60,00(30,00)

(5,17,69)

51,47,60

17,60,31(7,70,67)

9,89,64

Net Cash used in financing activities

Net increase/ (decrease) in cash and cash equivalentsCash and cash equivalents (Opening Balance)

Cash and cash equivalents (Closing Balance)

Notes to the Cash Flow Statement for the year ended 31st March, 2008 :

1. Cash and Cash equivalents represent cash and bank balances only.

2. The above cashflow statement has been prepared under the 'Indirect Method' as set out in the AccountingStandard-3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

3. Previous year's figures have been rearranged and regrouped wherever necessary.

This is the Cash Flow Statement referred to in our Report of even date.


PARTHAMTTRAPartner



A. KHATTAN - Director.R. S.JHAWAR - Director


27



SCHEDULE I

SHARE CAPITALAuthorised -

125,000 Preference Shares of Rs. 1007- each23,750,000 Equity Shares of Rs.10/- each

Issued and Subscribed -10,956,360 Equity Shares of Rs. 10/- each fully paid-up

Of these —

a) 14,99,930 Shares were allotted as fullypaid-up pursuant to a contract withoutpayment being received in cash ;

b) 12,39,090 Shares were allotted as fullypaid-up pursuant to a Scheme ofAmalgamation sanctioned by the Courtwithout payment being received in cash ; and

c) 82,17,270 Shares were allotted as fullypaid-up by way of Bonus Shares by capitalisationof Preference Share Capital Redemption Reserve,Capital Reserve and General Reserve


1,25,0023,75,00

25,00,00

10,95,64


1,25,00

23,75,00

25,00,00

10,95,64

10,95,64 10,95,64

SCHEDULE II

RESERVES & SURPLUS

Capital Reserves

Capital Reserve

Revaluation Reserve

As per last Account

31st March, 2008Rs. '000 Rs.'OOO

69,63,42

65,18

31st Marc/i, 2007Rs.'OOO Rs.'OOO

71,08,84

65,18

Less: Withdrawal on account of depreciationon amount added on revaluation 1,38,15

68,25,27

68,90,45

1,45,42

69,63,42

70,28,60

28


WILLIAMSON MAGOR & CO. LIMITED v—^

SCHEDULE II (Contd.)Revenue Reserves

General ReserveAs per last AccountLess : Net adjustments for Employee Benefits

Liability in accordance with the transitionalprovisions of Accounting Standard (AS)-15(Revised 2005) "Employee Benefits"

Less : Profit & Loss Account as per ContraStatutory Reserve

As per last AccountAdd : Transfer from Profit & Loss Account

Pension ReserveAs per last Account

SCHEDULE IIILOAN FUNDS

Secured LoansTerm LoansOther than BanksInterest accrued and due


1,18,65,01

March, 2007fty.'OOO

1,18,65,01

.'000

1,12,7821,35,42

23,66,24

96,16,81

23,66,24

45,001,20,28,05

20,18,68

17,55,106,11,14

98,46,33

23,66,24

45,00

1,22,57,57

1,89,18,50 1,92,86,17

1,18,68,961,17

1,18,70,13

75,01,16

75,02,27Notes : The above includes :

i) loans from HDFC secured by way of- mortgage of certain immovable properties of the Company- pledge of shares of Eveready Industries India Limited (Refer Note 2 of Schedule V)

ii) loans from IL&FS and IL&FS Financial Services Limited secured by way ofcorporate guarantee from McLeod Russel India Limited- additional mortgage of certain immovable properties by way of second charge pending finalisation of its registration.- pledge of shares of Eveready Industries India Limited and shares of McLeod Russel India Limited

(Refer Note 2 of Schedule V).iii) loans from ICICI Home Finance Ltd secured by way of

- mortgage of certain immovable properties by way of a parri passu charge pending no objection certificate fromHDFC

- pledge of shares of McLeod Russel India Ltd., Mcnally Bharat Engineering Co. Ltd. and Kilburn Engineering Ltd.(Refer Note 2 of Schedule V)

Unsecured LoansShort Term Loans and Advances

From Other than Banks 15,65,00 75,50,00Interest accrued and due 85,68 H>40

16,50,68

1,35,20,81

15,61,40

90,62,67

29

WILLIAMSON MAGOR & CO.

SCHEDULE IV

FIXED ASSETS

Land-Freehold

Buildings

Plant & Machinery

Motor Vehicles

Furniture & Fittings

Electric Installation

Water Supply

Total

Previous Year

LIMITED

GROSS BLOCK AT COST OR VALUATION

As at Addition3 1 st March during the

2007 year

Rs. '000 Rs. '000

43,24,71 —

44,70,84 —

44,61 41,66

25,22 -

95,27 55

32,20 —

4,98 —

89,97,83 42,21

89,81,22 16,61

Disposal/Adjustment As atduring the 3 1st March

year 2008

Rs. '000 Rs. '000

— 43,24,71

— 44,70,84

2,55 83,72

4,54 20,68

29,82 66,00

— 32,20

— 4,98

36,91 90,03,13

- 89,97,83

As at3 1st March

2007

Rs. '000

—

15,76,20

34,78

12,01

85,58

26,21

4,74

17,39,52

15,80,63

D E P R E C I A T I O N

Provisionfor theyear

Rs.'OOO

—

1,44,73

4,67

3,41

2,29

83

3

1,55,96

1,58,89

Deductionon account As atof disposal 31st March

etc. 2008

Rs. '000 Rs. '000

— —

— 17,20,93

2,28 37,17

4,50 10,92

28,44 59,43

— 27,04

— 4,77

35,22 18,60,26

- 77,59,52

(:WM)

NET BLOCK

As at3 1st March

2008

Rs.'OOO

43,24,71

27,49,91

46,55

9,76

6,57

5,16

21

71,42,87

72,58,31

As at31st March

2007

Rs.'OOO

43,24,71

28,94,64

9,83

13,21

9,69

5,99

24

72,58,31

Note:Land and Buildings and Plant & Machinery at certain locations were revalued several times in the past. Land and Buildings at two locations were revalued as at 31st March,2001 on current cost basis and as such the net asset was written up by Rs. 84,68,47 diousand and disclosed under Revaluation Reserve.

30



SCHEDULE VINVESTMENTS - LONG TERMTrade InvestmentsQuotedEquity Shares - fully paid-up

WPEL LimitedMcnally Bharat Engineering Company Limited.(Refer to Note 2 below)

$ The Standard Batteries Limited (Re. 0.50 each)Kilburn Engineering Limited (Refer to Note 2 below)

$ Eveready Industries India Limited (Rs. 5 each)(Refer to Note 2 below)

$ McLeod Russel India Limited (Rs. 5 each)(Refer to Note 2 below)Kilburn Chemicals LimitedKilburn Office Automation LimitedIndia Foils LimitedWilliamson Financial Services Limited

UnquotedEquity Shares - fully paid-up

Dewrance Macneill & Company Limited(In Liquidation)Babcock Borsig Limited (Refer to Note 2 below)Kilburn Electricals LimitedManor Travels LimitedJohnston Castings & Allied Industries LimitedD 1 Williamson Magor Bio Fuel Limited

Other than Trade Investments

QuotedPreference Shares- fully paid-up

Metal Box India LimitedEquity Shares - fully paid-up

Coastal Roadways LimitedEssar Shipping LimitedJ J Leasing & Hiring LimitedMarigold Glass Industries Limited(formerly Marigold Securities Limited)Suryachakra Sea Foods Limited

UnquotedDebenture Stock - Non-Redeemable

dYi% The Bengal Chamber of Commercej& Industry5% Woodlands Hospital and Medical Research Centre Ltd.Vi% Woodlands Hospital and Medical Research Centre Ltd.

31

31st March, 2008Nos.

80919,247

577,2504,319,043

16,756,841

11,771,645

855,00089,000

—576,250

1,200,000

2,508,01314,00012,0002,500

3,333,273

2,000

—300

1,0007,500

50,000

24

106,5001,39

Rs.'OOO

13,00,15

1,60,0510,69,5693,59,01

67,87,55

4,42,1610,62

—1,91,09

—

3,73,331,401,20

—5,99,99

66

—3310

1,13

9,00

241,07

9

(WM)

31st March, 2007Nos.

p

801,032,408

577,2504,319,043

16,450,578

8,709,742

- 555,00089,000

20076,250

1,200,000

2,508,01314,00012,0002,500

—

2,000

30,400300

1,0007,500

50,000

24106,500

1,39

Rs.'OOO'

13,37,10

1,60,0510,69,5691,81,20

40,68,78

4,42,1610,62

585,66

—

3,73,331,401,20

——

66

6,083310

1,13

9,00

241,07

9



31st March, 2008Nos. Rs.'OOO


SCHEDULE VINVESTMENTS - LONG TERM (Continued)OTHER THAN TRADE INVESTMENTS

Unquoted

Preference Shares — fully paid-up

9% Irredeemable Cumulative Preference Shares ofIndia General Navigation & Railway CompanyLimited (in Voluntary Liquidation)(Rs.424)

Equity Shares — fully paid-up$ Arvindnagar Goodwill & Co-operative

Housing Society Limited of Rs.50 each (Rs.250)

$ Seema Apartments Co-operative HousingSociety Limited of Rs. 50 each

Kornafuli Association Limited

Rivers Steam Navigation Company Limited (Re.l)

Delhi Golf & Country Club Pvt.Limited.

Cosepa Fiscal Industries Limited

ABC Tea Workers Welfare Services

Gouripore Electric Supply Co.Limited(In Voluntary Liquidation)

Subsdiary CompaniesUnquoted

Equity Shares - fully paid up

Dl Williamson Magor Bio Fuel Limited

Woodside Parks Limited


Total Investments

Less: Provision for Diminution in value of investments

Aggregate value of Quoted InvestmentsUnquoted Investments

228

80

327

135,810

45,000

350,000

10,567

3,000

2,200,001

3,000,000

45,00

35,00

1,06

2,20,00

3,00,00

1,99,09,84

6,32,21

1.92.77,63

1,83,31,4115,78,43

1,99,09,84

1,79,90,84

228

80

327

135,810

45,000

350,000

10,567

3,000

499,940

2,200,001

3,000,000

45,00

35,00

1,06

50,00

2,20,00

3,00,00

1,64,00,92

6,14,68

1,57,86,24

1,53,72,4910,28,43

1,64,00,92

2,01,31,93Market Value of Quoted Investments

Notes :

1. All shares except as indicated by $ are of Rs. 10 each fully paid-up.

2. 1,57,93,825 shares of Eveready Industries India Limited, 97,04,979 shares of Mcleod Russel India Limited, 25,08,013shares of Babcock Borsig Limited, 30,00,000 shares of Kilburn Engineering Limited and 9,00,000 shares of McnallyBharat Engineering Co. Limited have been pledged against financial assistance taken by the Company and others.

32




SCHEDULE VI

SUNDRY DEBTORS

UnsecuredDebts outstanding for a period exceeding six monthsConsidered goodConsidered doubtful

Other Debts - considered good

Less : Provision for Doubtful Debts

1,72,753,83,251,87,137,43,13

3,83,25

3,59,88


44,85

4,12,771,41,77

5,99,39

4,12,77

1,86,62

SCHEDULE

OTHER CURRENT ASSETS

Interest Receivable -Considered goodConsidered doubtful *

Less: Provision for Doubtful Receivables

* Includes due from subsidiary companies

3,90,297,91,42

11,81,717,91,423,90,29

4,35,94

34,63

10,69,3811,04,01

10,69,3834,63

5,18,30

SCHEDULE VIII

CASH AND BANK BALANCES

Cash in hand

Cheques in hand

With Scheduled Banks -

On Current Accounts

On Deposit Accounts

On Dividend Accounts

On Redeemed Preference Share Accounts

2,64

6,20

2,33,11

74

87

1,63

2,45,19

3,91

9,81,67

72

1,711,63

9,89,64

33





SCHEDULE LX

LOANS AND ADVANCES

Advances recoverable in cash or in kind or forvalue to be received - unsecured

Considered good

Considered doubtful

Excise, Customs and Port Trust Authorities

Deposits

Advance Tax (Net of Provision Rs.23,73,06 thousand)(Previous Year Rs.Rs3l, 18,79 thousand)

Less: Provision for Doubtful Advances

Notes:

Amount due from subsidiaries -


Maximum amount outstanding during the year


61,09,86

19,12,16

12

35,78

6,79,25

87,37,17

19,12,16

68,25,01

9,74,50

10,24,50

49,18,10

22,40,17

12

35,78

4,12,68

76,06,85

22,40,17

53,66,68

10,24,50

10,24,50

SCHEDULEX

CURRENT LIABILITIES AND PROVISIONS

Liabilities

Sundry Creditors

Security Deposits

Other Liabilities

Provisions

For Retirement Benefits

Fringe Benefit Tax (Net of advance tax Rs. 13,50 thousand)(Previous Year Rs.6,50 thousand)

78,06

47,64

4,55,11

5,80,81

1,23,67

1,44

1,25,11

58,92

47,64

52,62

1,59,18

18,46

18,46

34



SCHEDULE XI 31st March, 2008TOTAL INCOME

* Services* Rental Income* Recovery of Establishment Expenses

Dividends on Investments* Interest

Profit on Sale of InvestmentsNon-Compete FeeRecovery against advances written offProvisions written back (Net of Bad Debts/Advanceswritten off of Rs. 1,83,06 thousand, previous year -Rs. 1,58,83 thousand)Miscellaneous Income

* Tax deducted at source

SCHEDULE XnEXPENSES

Salaries, Wages, Compensation and BonusContribution to Provident and Other FundsPension and GratuityEstablishment and General ExpensesTravelling ExpensesWorkmen and Staff WelfareDirectors' FeesFinancial ChargesInsuranceRentRates and TaxesLegal & ProfessionalPower and FuelRepair to BuildingsRepair to MachineryGeneral Repairs and RenewalsAudit FeeLoss for Assets Scrapped/Disposed (net)Provision for Doubtful DebtsProvision for Doubtful AdvanceProvision for Diminution in the value of InvestmentsLoss on non conversion of share warrants

Rs.'OOO1,30,381,31,893,84,001,84,637,12,781,89,06

—

—4,77,44

3522,10,53

2,05,19

1,22,2115,90

6637,2759,5636,53

6,0037,5016,138,61

33,3941,6235,1554,92

1,5837,414,001,65

16,258,77

17,534,52,68

(WM)

31st March, 2007Rs.'OOO1,11,041,13,29

3,15,7916,31,434,11,646,05,705,64,65

3,35,00

2,73,18

48,5044,10,22

85,14

98,6313,1429,3344,7656,5344,35

3,9042,8115,4217,3219,49

1,15,8136,3219,833,56

40,444,00

—2,467,61

97,57

—10,45,32 7,13,28

35



31st March, 2008 31st March, 2007SCHEDULE Xm Rs.OOO

INTERESTFixed Loans 12,31,17 4,86,98Others 45 4,29

12,31,62 4,91,27

SCHEDULE XIV

SIGNIFICANT ACCOUNTING POLICIESFORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2008(a) BASIS FOR PREPARATION OF ACCOUNTS

The accounts have been prepared to comply with all material aspects with applicable principles in India,theapplicable Accounting Standards notified under Section 211(3C) of the Companies Act,1956, and other relevantprovisions of the said Act.

(b) BASIS OF ACCOUNTINGThe financial statements have been prepared in accordance with the historical cost convention as modified byrevaluation of certain fixed assets.

(c) FIXED ASSETS AND DEPRECIATIONTangible fixed assets are stated at cost of acquisition or at revaluation on current cost basis, as relevant.Depreciation on fixed assets is provided on reducing balance method ( except for assets at erstwhile EngineeringDivision which is on straight line method) in accordance with Schedule XIV of the Companies Act, 1956. Addi-tional charges of depreciation for the year on differential increase in values arising out of revaluation is adjustedagainst withdrawal from Revaluation Reserve.An impairment loss is recognised where applicable when the carrying value of Fixed Assets exceeds their marketvalue or value in use, whichever is higher.Profit or loss on disposal of fixed assets is recognised in the Profit and Loss Account.

(d) INVESTMENTSInvestments which are of long term nature are stated at cost less amounts written off when the directors are of theopinion that permanent diminutions in their carying values have taken place.

(e) EMPLOYEE BENEFITSi) Short term employee benefits :

These are recognised at the undiscounted amount in the profit and loss account for the year in which therelated service is rendered .

ii) Post Employment Benefit Plans :Contributions under Defined Contribution Plans are recognised on accrual basis as expenses for the year .In case of Defined Benefit Plans, the cost of providing the benefit is determined on the basis of actuarialvaluation using the Projected Unit Cost Method at each Balance Sheet date.Actuarial gains and losses are recognised immediately in the profit and loss account. The retirement benefitobligation provided in the Balance Sheet represents the present value of the defined benefit obligation.

(f) TAXES ON INCOMECurrent Tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax isrecognised, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, beingthe difference between taxable income and accounting income that originate in one period and are capable ofreversal in one or more subsequent periods.Deferred Tax Assets in respect of carried forward losses and/or unab-sorbed depreciation are recognised only when it is virtually certain and in respect of other assets where there isreasonable certainty that sufficient future taxable income will be available against which such deferred tax assetscan be realised.Fringe Benefit Tax is accounted for based on the estimated value of fringe benefit for the period as per the relatedprovision of the Income Tax Act, 1961.

(g) SERVICES / RENTAL INCOMEThese are accounted for based on business arrangements in existence,

(h) INCOME FROM INVESTMENTS AND INTERESTDividend from investments is accounted for as and when right is established. Interest is accounted for on accrualbasis, and guided by the Rules framed for Non Banking Financial Company by the Reseve Bank of India.

36



SCHEDULE XV

NOTES ON ACCOUNTS31st March, 2008 31st March, 2007

Rs.'OOO Rs.WO

1. Claims against the Company not acknowledged as debt 93 932. Contingent Liabilities for :

(a) Agricultural Income Tax matters — 78,24

(b) Sales Tax matters under dispute 41,98 41,98(Note i)

(c) Excise matters under dispute 7,11 7,77(Note ii)

(d) Guarantees given for loans granted to companies within the group 13,61,88 20,39,31

The probable cash outflow in respect of above is not determinable at this stage.

Notes:

i) Represents sales tax levied on income from license fees pending before Commissioner of Commercial Taxes,West Bengal.

ii) Representing claim in respect of Interest on Excise Duty pending before the Hon'ble High Court at Chennai.

3. Sundry Creditors in Schedule X include Rs. 10 thousand (Previous year - Rs. 30 thousand) due to Directors.

4. Depreciation charged to the Profit and Loss Account is net of withdrawal from Revaluation Reserve to the extent ofRs. 1,38,15 thousand (Previous year - Rs. 1,45,42 thousand).

31st March, 2008 31st March, 2007Rs.'OOO Rs.'OOO

5. Other Directors' Remuneration :Fee 6,00 3,90

6. Remuneration paid/payable to Wholetime DirectorSalary & Allowances 41,10 27,30Contribution to Provident Fund & Other Funds 5,67 4,05Perquisites 85 13,02

47,62 44,37

7. Pension paid to former directors during the year 1,38 1,45

8. In addition to the fees payable to the Auditors,the following amounts were paid/payable to them -As remuneration for services rendered for:a) Audit of Miscellaneous Certificates / Reports 7,52 6,96b) Fees for Audit u/s 44AB of the Income Tax Act, 1961 1,50 7,50

c) In respect of expenses 1,61 7,729. Expenditure incurred in Foreign Currency :

Pension to Non-Residents 6,57 8,77Foreign Travel 8,16 9,60

14,73 77,77

37


WILLIAMSON MAGOR & CO. LIMITED (M

10. Post Employment Benefits :

The Company has adopted Accounting Standard (AS)-15 (Revised 2005) on "Employee Benefits" issued by the

Institute of Chartered Accountants of India (ICAI) during the current year. Pursuant to the transitional provisions of

AS 15 (Revised 2005) on "Employee Benefits" an amount of Rs. 1,12,78 thousand (net of taxes) being the shortfall in

opening liability has been debited to General Reserve.

Defined Contribution Schemes

(a) Provident Fund:

Contributions to Provident Funds are made by the Company, based on current salaries, to recognised funds administered

by the Trustees of the Company. In case of Provident Fund Schemes, contributions are also made by the employees.

The investments are made as per the rules laid down by Employees Provident Fund Organisation (EPFO). The company

has an obligation to fund any shortfall in return on plan assets over the interest rates prescribed by EPFO.

In regard to any future obligation arising due to shortfall between the interest to be paid on provident fund scheme and

the interest earned on investment, pending the issuance of a Guidance Note from the Institute of Actuaries of India, the

actuary has expressed his inability to reliably measure the same.

The total amount contributed by the company to the Fund for the year ended 31st March 2008 was Rs. 7,34 thousand

(previous year-Rs.6,16 thousand).

(b) Supernnuation Fund:

Contributions to Superannuation Schemes are applicable for certain categories of employees and the contribution by

the Company is invested with Insurance Companies.

The total amount paid on this account during the year ended 31 st March 2008 was Rs. 8,56 thousand (Previous year -

Rs. 6,98 thousand).

Defined Benefit Schemes

(a) Pension (Unfunded)

The Company has an informal practice of paying pension to certain categories of retired employees and in certain

cases to their surviving spouses.

(b) Medical Insurance Premium Reimbursement (Unfunded)

The Company has a scheme of re-imbursement of medical insurance premium to certain categories of employees and

their surviving spouses, upon retirement, subject to a monetary limit.

(c) Leave Encashment

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 accounts.

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

Company for the year ended 31 st March, 2008.

38


WIlUAfVSSON MAGOR & CO. LIFTED

Changes in present value of defined benefitobligations during the year ended31st March 2008.

Present Value of obligation as at 01.04.2007

Interest Cost

Current Service Cost

Benefits Paid

Actuarial loss (gain)on obligations


Pension

(Rs.'OOO)

89,55

7,02

-

(13,82)

(6,54)

76,21

Medical Insurance

(Rs.'000)

29,69

2,44

-

(1,87)

(1,16)

29,10

Leave Encashment

(Rs.'000)

12,01

1,03

6

-

5,26

18,36

Changes in the fair value of plan assetsduring the year ended 31st March 2008.

Fair Value of Plan Assets as at 01 .04.2007

Expected Return on Plan Asset

Contributions

Benefits Paid

Actuarial gain on Plan Asset

Fair Value of Plan Asset as at 31.03.2008

Pension(Rs.'000)

Not applicable

as the Scheme

is unfunded

Medical Insurance(Rs.'000)

Not applicable

as the Scheme

is unfunded

Leave Encashment(Rs.'OOO)

Not applicable

as the Scheme

is unfunded

Amount recognized in Balance Sheet


Fair value of Plan Asset as at 31.03.2008

Net Asset/(Liability) recognized in Balance Sheet

Pension(Rs.'000)

76,21

-

(76,21)


29,10

-

(29,10)


18,36

-

(18,36)

Expense Recognized in Profit and LossAccount


Interest Cost

Expected Return of Plan Asset

Actuarial loss/ (gain) recognized in the year

Expense /(gain) Recognized in statementof Profit /Loss

Pension(Rs.'000)

-

7,02

-

(6,54)

48


-

2,44

-

0,16)

1,28

Leave Encashment(Rs.'000)

6

1,03

-

5,26

6,35

39



Category of Plan Assets Pension(Rs.'OOO)

Not applicableas the Scheme

is unfunded

Medical Insurance(Rs.'OOO)


is unfunded



is unfunded

Principal Actuarial Assumptions

Mortality Table

Superannuation Age

Early Retirement & Disablement

Discount Rate

Inflation Rate

Return of Asset

Remaining Working Life

Formula Used

Pension(Rs.'OOO)

LICI 1994-1996

58

10 PerThousandP.A6 above age 453 between 29

and 451 below age 29

8.5

-

-

-

Projected UnitCredit Method


LICI 1994-1996

58

10 PerThousand P.A6 above age 453 between 29


8.5

-

-

0-3


Leave Encashment(Rs.'000)

LICI 1994-1996

58



8.5

5.00

-

4


The estimates of rate of inflation in salary considered in actuarial valuation, take into account inflation, seniority, promotionand other relevant factors including supply and demand in the employment sphere.

This being the first year of disclosure, previous years' figures have not been furnished.

11. Disclosures in respect of related parties as defined in Accounting Standard(AS)-18 "Related Party Disclosures"issued by the Institute of Chartered Accountants of India (ICAI), with whom transactions have taken place duringthe year are noted below -

a) Subsidiary Companies :

Woodside Parks LimitedMajerhat Estates & Developers LimitedDl Williamson Magor Bio Fuel Limited- ceased to be a subsidiary w.e.f. 14.05.2007

c) Joint Venture Company :

b) Associate Companies :

Babcock Borsig LimitedMetals Centre LimitedKilburn Engineering LimitedEveready Industries India Limited

Dl Williamson Magor Bio Fuel Limited - Joint Venture Company with Dl Oils Trading Limited w.e.f. 14thMay, 2007, subsequently with Middlesbrough Oils UK Limited vide Novation Agreement dated 8th November,2007.

40



d) Key Management Personnel : Mr. B M KhaitanMr. Deepak KhaitanMr. A KhaitanMr. R S Jhawar

Nature of transactions

Dividend

Rental Income

Recovery of Expenses fromother companies

Service Charges

Purchase of Investments

Provision during the year

Provision written back

Inter Corporate Loan given

Interest on Inter Corporate Loan given

Inter Corporate Loan taken

Interest on Inter Corporate Loan taken

Sitting Fees

Remuneration

Year Subsidiaries

Rs.'OOO

2007-08 —2006-07 —

2007-08 —2006-07 —

2007-08 —2006-07 —

2007-08 —2006-07 —

2007-08 —2006-07 50,00

2007-08 —2006-07 10

2007-08 1,32,362006-07 1,14,50

2007-08 6,502006-07 —

2007-08 182006-07 —

2007-08 —2006-07 —

2007-08 —2006-07 —

2007-08 —2006-07 —

2007-08 —2006-07 —

Associates

Rs.'OOO

70,2216.09,17

2,404,20

2,64,002,04,00

20

17,78127,22,92

6,76

43,9720

——

7,00,00

49,0040,95

—

KeyManagement

PersonnelRs.'OOO

—

—

—

——

—

—

—

—

—1,2060

47,6244,37

Total

Rs.'OOO

70,2216,09,17

2,404,20

2,64,002,04,00

20

17,78127,72,92

6,7610

1,76,331,14,70

6,50

18

7,00,00

49,0040,95

1,2060

47,6244,37

41


WILLIAMSON MAGOR &


Outstanding as onBalance Sheet date

Investments

Provision for Diminution inthe value of Investments

Receivables

Inter Corporate Deposits

Interest on InterCorporate Deposits

Debtors

Loans and Advances

Provisions forDoubtful Debts

Provision forDoubtful Advances

Provision for OtherCurrent Assets

Payables

Interest on InterCorporate Loan taken

Guarantees

CO. LIMITED

Year

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

Subsidiaries

Rs.'OOO

5,20,005,69,99

2,77,692,77,69

9,73,6510,23,65

4,35,945,18,30

—

855,36,57

—

9,74,3210,24,32

4,35,945,18,30

—

—

Associates

Rs.'OOO

1,08,01,911,06,24,10

—

—

—

2,93,721,63,89

55,2767,34

1,2332,72

5,5311,25

—

49,00

12,98,3919,75,81

(WM)

KeyManagement Total

PersonnelRs.'OOO Rs.'OOO

— 1,13,21,91— 1,11,94,09

- 2,77,69— 2,77,69

— 9,73,65— 10,23,65

— 4,35,94— 5,18,30

— 2,93,72— 1,63,89

— 56,12— 6,03,91

— 1,23— 32,72

— 9,79,85— 10,35,57

— 4,35,94— 5,18,30

— 49,00

— 12,98,39— 19,75,81

Transactions/ Outstanding with Joint Venture:

Investment made during the year

Investment outstanding as at 31st March, 2008

Outstanding Payable as at 31st March, 2008

- Rs.

- Rs.

- Rs.

5,49,99,990

5,99,99,390

3,51,84,116

42



Disclosure as per Accounting Standard(AS)-27 "Financial Reporting of Interests in Joint Venture" issued by theInstitute of Chartered Accountants of India (ICAI):

Name

Proportion Ownership Interest

Country of Incorporation

Dl Williamson Magor Bio Fuel Limited

33.45%

India

Company's Financial with Joint Venture:

Company's Financial

Assets:

Fixed Assets (Net Block)

Current Assets, Loans & Advances

Inventory

Cash & Bank Balances

Other Current Assets

Loans & Advances

Liabilities

Income

Other Income

Expenditure

Expenses

Depreciation

12. Earning Per Share (EPS)

Profit/(Loss) after Tax as perProfit & Loss Account (Rs. thousand)

Average number of Equity Shares(Face Value Rs. 10 each)

Basic and Diluted EPS (in Rupees)

Proportionate interest in Joint Venture31 st March

2008Amount (Rs'OOO)

31st March2007

Amount (Rs'OOO)

11,69

79

16,21

7,53

7,57,14

2,42,76

5,33

7,93,36 -

1,89,50 —

1,44,33 -

2,48,09 —

31st March, 2008 31st March, 2007

(1,16,74)

1,09,56,360

(1.07)

30,55,70

1,09,56,360

27.89

13. The Company has unabsored depreciation and carried forward business losses available for set off under IncomeTax Act, 1961. However, in view of inability to assess future taxable income, the extent of deferred tax assets whichmay be adjusted in subsequent years is not ascertainable with virtual certainty at this stage, and accordingly inkeeping with the requirement of Accounting Standard (AS) - 22 on "Accounting for Taxes on Income" issued by theInstitute of Chartered Accountants of India (ICAI) it has been decided to retain the deferred tax asset only to theextent of deferred tax liability resulting into a net deferred tax position of Rs. NIL as disclosed below -

43



31.03.2008 31.03.2007Rs.'OOO Rs. '000

Deferred Tax assets and liabilities areattributable to the following items :

Liabilities:DepreciationAssets: 43,62 46,54

Unabsorbed Business Losses 10,18,20 8,82,56

Unabsorbed Depreciation 21,30 22,69Unabsorbed Capital Losses 39,49 38,79

Tax effect of opening liability pursuant toTransitional provision of AS-15 (Revised 2005) 40,53 —Recognised to the extent of Liability 43,62 46,54

14. The Company is registered as a Non-Banking Financial Company and is primarily engaged in holding shares in itsgroup companies. The Company does not have any reportable segment as envisaged in Accounting Standard (AS)-17 on "Segment Reporting" issued by the Institute of Chartered Accountants of India (ICAI).

15. The figures for the previous year have been regrouped and re-arranged wherever necessary.

Signatures to Schedules I to XV

A. KHATTAN - Director

R. S.JHAWAR - Director

Kolkata, 30th June, 2008 S.PHILIP - Secretary

44



BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE.(In terms of amendment to Schedule VI Part IV)

I. Registration Details

Registration No.

Balance Sheet Date

1

3

7

1

7 1 5

0 3 2 0 0 8

Capital Raised During the year (Amount in Rs. Thousands)Public Issue

N IBonus Issue

NIE. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

Total Liabilities

0

Sources of Funds Paid-Up Capital

0| 9

Secured Loans

7 0

Application of Funds Net Fixed Assets

Net Current Assets

Accumulated Losses

IV. Performance of the Company (Amount in Rs. Thousands)

V. Generic Names of Principal Products of the Company (as per monetary terms)

Item Code No. (TTC Code)

Product Description

State Code 2 1

Right Issue

N I L

Private Placement

N I

Total Assets

0 8

Reserve & Surplus

1

1

8 9 1 8 5 0

Unsecured Loans

1 6 5 0 6 8

Investments

9 2 7 7 6 3Misc. Expenditure

Total Expenditure9| 4

Profit/Loss After Tax

ZJDividend Rate %

N I

N 0

T

0

R

W

T

A

N

D

E

I

R

A P P L I C A B

N

S

G »

&

I N V E

|T E A

S|T M

W|A

L E

E

R

N | T | ,

E H

P

o|uR

S

0

I

P

N

E

G

R T Y


A.KHAITAN

R. S.JHAWAR

S. PHILIP

Director

Director

Secretary

45



STATEMENT PURSUANT TO SECTION 212(l)(e) OF THE COMPANIES ACT, 1956.

The net aggregate amount so far as they concern members of the Holding Company and are not dealt with in the Company'sAccounts of the Subsidiary's profits after deducting its losses and vice-versa.

NAME OF THE SUBSIDIARYCOMPANIES

Extent of Interest(All shares arefully paid-up)

For the Financial For the previousyear of the Financial YearsSubsidiaries since becoming

subsidiaries(Rs. '000) (Rs. WO)

Woodside Parks Limited 100% Equity Shareof Rs. 10 each

11,77 (5,40,46)

Majerhat Estates & Developers Limited 100% Equity Shareof Rs. 10 each

1,05 (56,38)

The net aggregate amount of the Subsidiary Companies' profitsless losses dealt with in the Company's accounts :

Woodside Parks Limited Nil

Majerhat Estates & Developers Limited Nil

Note : Dl Williamson Magor Bio Fuel Ltd. ceased to be a subsidiary w.e.f. 14.05.2007.

Kolkata, 30h June, 2008A. KHATTAN - Director

R. S.JHAWAR - Director

46



FINANCIAL YEAR 2007-2008Schedule to the Balance Sheet(As required in terms of Paragraph 9BB ofNon-Banking Financial Companies PrudentialNorms (Reserve Bank) Directions, 1998

(Rs. in lakh)Amount

outstandingParticularsLiabilities side :

(1) Loans and advances availed by the Companyinclusive of interest accrued thereon but not paid :

(a) Debentures : Secured Nil: Unsecured Nil

(other than failing within thethe meaning of public deposits)

(b) Deferred Credits Nil

(c) Term Loans 11,870.13

(d) Inter-corporate loans and borrowings 1,650.68

(e) Commercial Paper Nil

(f) Public Deposits Nil

(g) Other Loans (Cash Credit/Demand Loans/ Overdrafts) Nil

(2) Break-up of (1) (f) above (Outstanding public depositsinclusive of Interest accrued thereon but not paid) :

(a) In the form of unsecured debentures N/A

(b) In the form of partly secured debentures N/Ai.e. debentures where there is a shortfallin the value of securities

(c) Other Public deposits N/A

Assets side :

(3) Break-up of Loans and Advances including billsreceivables (other than those included in (4) below):

(a) Secured Nil

(b) Unsecured 10,662.01

* including Deposits and interest accrued onLoans and Deposits

47



(Rs. in lakh)Amount

outstanding

(4) Break-up of Leased Assets and stock on hire andhypothecation loans counting towards EL/HP activities

(i) Lease assets including lease rentals N/Aunder sundry debtors:

(a) Financial lease (net of Lease Terminal N/AAdjustment and advance from Lessee)

(b) Operating lease N/A

(ii) Stock on hire including hire chargesunder sundry debtors:

(a) Assets on hire N/A(b) Repossessed Assets N/A

(iii) Hypothecation loans counting towardsEL/HP activities(a) Loans where assets have been repossessed N/A(b) Loans other than (a) above N/A

(5) Break-up of Investments :

Current Investments:

1. Quoted:(i) Shares : (a) Equity Nil

(b) Preference Nil

(ii) Debentures and Bonds Nil(iii) Units of mutual funds Nil(iv) Government Securities Nil

(v) Others Nil

2. Unquoted:(i) Shares : (a) Equity Nil

(b) Preference Nil

(ii) Debentures and Bonds Nil(iii) Units of mutual funds Nil(iv) Government Securities Nil

(v) Others Nil

Long Term Investments (Net of provisions):

1. Quoted:(i) Shares : (a) Equity 18,060.54

(b) Preference —

(ii) Debentures and Bonds Nil(iii) Units of mutual funds Nil

(iv) Government Securities Nil(v) Others Nil

48



2. Unquoted :(i) Shares : (a) Equity

(b) Preference(ii) Debentures and Bonds

(iii) Units of mutual funds

(iv) Government Securities(v) Others

(Rs. in lakh)Amount outstanding

1,217.09

——

NilNilNil

(WM)

(6) Borrower group-wise classification of all leasedassets, stock-in-hire and loans and advances :

Category

1. Related Parties(a) Subsidiaries

(b) Companies in the same group

(c) Other related parties

2. Other than related parties

Total

(7) Investor group-wise classification of all Investments(current and long term) in shares and securities(both quoted and unquoted):

Category

1. Related Parties

(a) Subsidiaries

(b) Companies in the same group(c) Other related parties

2. Other than related parties

Total

(8) Other Information

Particulars

(i) Gross Non-Performing Assets (a+b)(a) Related parties

(b) Other than related parties

(ii) Net Non-Performing Assets (a+b)(a) Related parties(b) Other than related parties

(iii) Assets acquired in satisfaction of debt

Amount net of provisionSecured Unsecured Total

0.18

342.22

7,232.78

7,575.18

Market value/Break-up or

fair valueorNAV

243.35

9,37.96

9,740.83

19,922.14

Amount

3,154.901,471.74

1,683.16

68.1161.01

7.10

0.18

342.22

7.232.78

7,575.18

Book value(Net of

Provision)

242.31

11,401.89

7,633.43

19,277.63

49


WOODSIDE PARKS LIMITED

DIRECTORS A.KHAITAN

PAD AM KUMAR KHATTAN

M. R. PASARI

K. K. BAHETI

AUDITORS MESSRS. KABIRAJ & CO.Chartered Accountants

BANKERS ING VYSYA BANK LIMITED

HDFC BANK LTD.

REGISTERED OFFICE FOUR MANGOE LANESURENDRA MOHAN GHOSH SARANIKOLKATA-700001.

50


WOODSEDE PARKS LIMITED

REPORT OF THE DIRECTORSFOR THE YEAR ENDED 31ST MARCH, 2008

The Directors submit their Report and the Accounts of the Company for the year ended 31st March, 2008.

FINANCIAL RESULTS Rs. in '000

Profit/(Loss) for the year after taxation 1,177

Loss brought forward from previous year (54,046)

Loss carried forward (52,869)

DIVIDEND

On account of accumulated losses your Directors regret their inability to recommended any dividend for the year under review.

OPERATIONS

The year ended 31st March, 2008 was not a very favourable year for your Company. The Company earned an income ofRs. 136.01 lakh during the year under review by way of sale of its entire space in the Commercial Complex located at22, Camac Street, Kolkata - 700 017 compared to Rs.451.90 lakh in the previous year. The Company posted a post tax profit ofRs.11.77 lakh during the year under review compared to a profit of Rs.202.86 lakh earned in the previous year.

DIRECTORS

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

Pursuant to the provisions of the Articles of Association of the Company Mr. K. K. Baheti retires by rotation and, being eligible,offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT


(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 ofthe Company.

(iii) that proper and sufficient care has been taken for the maintenance of accounting records in accordance with theprovisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities.

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

AUDITORS

Messrs. Kabiraj & Co., Chartered Accountants, the Auditors of the Company, retire and, being eligible, shall subject to Section224(2) of the Companies Act, 1956 be re-appointed.

The Company did not have any employee during the period under review.

On behalf of the Board

M. R. PASARIKolkata, 14th May, 2008 K. K. BAHETI

51

/• Directors



AUDITORS' REPORTTO THE MEMBERS OF WOODSIDE PARKS LIMITED

1. We have audited the attached Balance Sheet of WOODSIDE PARKS LIMITED as at 31st March, 2008, and the annexedProfit and Loss Account for the year ended on that date. These financial statements are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significant estimates made by management,as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis forour opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifiedin paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

I. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary forthe purpose of our audit;

n. In our opinion proper books of account as required by law have been kept by the Company so far as appears from ourexamination of those Books;

IE. The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the Books of Account;

IV. In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the accounting standardsreferred to in sub-section (3c) of Section 211 of the Companies Act, 1956 ;

V. Based on information received from Directors and taken on record by the Board of Directors, we report that none of theDirectors is disqualified as on 31st March, 2008 from being appointed as a Director in terms of amended Section 274 (1)(g) of the Companies Act, 1956 ;

VI. In our opinion, and to the best of our information and according to the explanations given to us, the said accountstogether with the schedules annexed and read with the notes thereon give the information required by the CompaniesAct, 1956 in the manner so required and gives a true and fair view in conformity with the accounting principlesgenerally accepted in India :

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008.

b) In the case of the Profit & Loss Account, of the profit for the year ended on that date.

For KABIRAJ&CO.Chartered Accountants

S. KABIRAJPlace: Kolkata FannerDated : May 14,2008 Membership No. 50879

52



ANNEXURE TO THE AUDITORS' REPORT(Referred to in paragraph 3 of our report of even date to the members of Woodside Parks Limited)

i) a) The company has maintained proper records showing full particulars including quantitative details and situation ofall fixed assets.

b) The fixed assets have been physically verified by the Management at reasonable intervals which in our opinion, isreasonable having regard to the size of the Company and the nature of its assets. No material discrepancies have beennoticed.

c) The Company has disposed off it's fixed assets during the year but the same has not affected the materiality of thegoing concern.

ii) According to the information and explanations given to us, the Company did not have any inventory during the year underaudit and as such provisions of this clause are not applicable.

iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties as covered in the registermaintained under Section 301of the Companies Act, 1956. Therefore, sub clauses (b) to (d) of this clause are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedurescommensurate with the size of the Company and the nature of its business for the purchase of building materials and otherassets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure tocorrect the major weaknesses in internal control system.

v) According to the information and explanations given to us the transactions that needed to be entered in the registermaintained under Section 301 of the Companies Act, 1956 are duly entered.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any depositfrom the public during the year in terms of Section 58A, 58AA or any other relevant provisions of the Companies Act,1956 and rules framed thereunder.

vii) In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

viii) Provisions of Section 209 (1) (d) of the Companies Act, 1956 regarding maintenance of cost records are not applicable tothe Company.

ix) a) According to the information and explanations given to us, the Company is not coming under the purview of ProvidentFund Act, ESI Act and Sales Tax Act and the Company did not have any liability for Wealth Tax, Service Tax,Excise Duty, Customs Duty and for Investor Education Protection Fund or any cess. The Company is regular indepositing other material statutory dues applicable on it, excepting Income Tax.

b) According to the information and explanations given to us, no undisputed awards payable in respect of Wealth Tax,Sales Tax, Service Tax, Customs Duty, Excise Duty and cess were in arrears, as at 31st March, 2008 for a period ofmore than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, CustomsDuty, Wealth Tax, Excise Duty and cess which have not been deposited on account of any dispute.

x) The Company has accumulated losses at the end of the year amounting to Rs. 528.69 lac and the Company has notincurred cash losses during the year under audit but there were cash losses in the immediately preceeding financial year.The accumulated loss is more than the networth of the Company.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the

53



repayment of dues to financial institutions, banks and debenture holders and therefore Clause 4 (xi) of the Order is notapplicable to the Company.

xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures or othersecurities and therefore Clause 4 (xii) of the Order is not applicable to the Company.

xiii) In our opinion the Company is not a Chit Fund, Nidhi or Mutual Benefit Fund / Society and therefore Clause 4 (xiii) of theOrder is not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures or other investments and thereforeClause 4 (xiv) of the Order is not applicable to the Company.

xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions and thereforeClause 4 (xv) of the Order is not applicable to the Company.

xvi) The Company has not availed any term loan during the year and therefore Clause 4 (xvi) of the Order is not applicable tothe Company.

xvii) The Company has not raised any fund on short term basis during the year for using the same for long term investment andtherefore Clause 4 (xvii) of the Order is not applicable to the Company.

xviii) The Company has not made any preferential allotment of shares to companies, firms or parties covered in the registermaintained under Section 301 of the Companies Act, 1956 and therefore Clause 4 (xviii) of the Order is not applicable tothe Company.

xix) The Company has not issued any debentures and therefore Clause 4 (xix) of the Order is not applicable to the Company.

xx) The Company has not raised any money by public issue during the year and therefore Clause 4 (xx) of the Order is notapplicable to the Company.

xxi) According to the information or explanations given to us, no fraud on or by the Company has been noticed or reportedduring the course of our audit.


S. KABIRAJ

Place: Kolkata FannerDated : May 14, 2008 Membership No. 50879

54



BALANCESHEETAS AT 31ST MARCH, 2008

SOURCES OF FUNDS

Shareholders' FundsCapitalReserves & Surplus

Loan FundsUnsecured LoansTotal

APPLICATION OF FUNDS

Fixed AssetsGross BlockLess: Depreciation


Sundry DebtorsCash and Bank BalancesLoans and Advances

Less: Current Liabilities & ProvisionsLiabilitiesProvisions

Deferred TaxDeferred Tax LiabilityNet Current AssetsProfit and Loss Account

Total

Notes on Accounts

As atSchedule 31st March, 2008

No. Rs. '000 Rs.'OOO

As at31 st March, 2007

Rs, '000 Rs.'OOO

In

m

rv

V

VI

vn

2,20,001 2,20,01

3,12,055,32,06

4545 —

19,0510,8110,17

40,03

3,541,434,97

31,693,37

5,28,69

5,32,06

2,20,001

1,26,873,14

19,0514

4,38

23,57

14,4825,0739,55

33,80

2,20,01

3,94,40

6,14,41

1,23,73

(49,78)5,40,46

6,14,41

IX



Kolkata, 14th May, 2008S. KABIRAJ

PartnerM. R. PASARIK. K. BAHETI

Directors

55



PROFIT & LOSS ACCOUNTFOR THE YEAR ENDED 31ST MARCH, 2008

INCOME

Sale of assets

EXPENDITURE

Cost of assets

ExpensesInterest

Depreciation

Profit before Taxation

Less : Provision for TaxationCurrent

Deferred

Profit after Taxation

Loss brought forward

Loss carried forward

Notes on Accounts

ScheduleNo.

vni

31st March, 2008Rs. '000

1,36,01

1,36,01

1,17,54

1,00

18

6,19

1,24,91

11,10

1,43

-2,10


4,51,90

4,51,90

2,21,23

69

6,48

2,28,40

2,23,50

(67)

11,77

(5,40,46)

(5,28,69)

22,52

-2,18 20,64

2,02,86

(7,43,32)

(5,40,46)

The Schedules referred to above form an integral part of the Profit & Loss Account.

This is the Profit & Loss Account referred to in our report of even date.


Kolkata, 14th May, 2008S. KABIRAJ

PartnerM. R. PASARIK. K. BAHETI

Directors

56




SCHEDULE I

SHARE CAPITAL

Authorised

1,000 11 % Redeemable Cumulative Preference Sharesof Rs. 100 each

1,49,90,000 Equity Shares of Rs. 10 each

Issued and Subscribed :

22,00,001 Equity Shares of Rs. 10 each fully paid-up.Of these:

a) 40,000 shares were allotted as fully paid up pursuantto a contract without payment being received in cash.

b) 22,00,001 shares are held by Williamson Magor & Co. Ltd.,the Holding Company

1,00

14,99,00

15,00.00

2,20,00


],0014,99,00

15,00,00

2,20,00

22,000 22,000

SCHEDULE II

RESERVES AND SURPLUS

Capital Redemption Fund

SCHEDULE in

UNSECURED LOANS

Interest accrued and due on loans fromthe Holding Company 2,05,96 2,88,31

Interest accrued and dueon loans from others 1,06,09

3,12,05

1,06,09

3,94,40

57



SCHEDULE IV

FIXED ASSETS

Land & Building

Office Equipment

Total

Previous Year

GROSS BLOCK AT COSTAs at Additions Disposal/ As at

31st March during. Transfer 31st March2007 the Year during 2008

the YearRs. '000 Rs. '000 Rs. '000 Rs. '000

1,26,42 — 1,26,42 —

45 — — 45

1,26,87 — 1,26,42 45

4,34,48 - 3,07,61 1,26,87

DEPRECIATIONAs at Provision Deduction As at

31st March for the on account 31stMarch2007 Year of disposal 2008

Rs. '000 Rs. '000 Rs. '000 Rs. '000

2,69 6,19 8,88 —

45 — — 45

3,14 6,19 8,88 45

83,04 6,48 86,38 3,14

NET BLOCKAs at As at

3 1st March 3 1st March2008 2007

Rs. '000 Rs. '000

— 1,23,73

— 1,23,73

1,23,73

SCHEDULEVCASH AND BANK BALANCES

Cash in handWith Scheduled Bank

On Current Account

SCHEDULE VI

LOANS AND ADVANCES

Advance TaxTax deducted at source


1

10,80

10,81

5,794,38

10,17


2

12

14

4,38

4,38

SCHEDULE VIICURRENT LIABILITIES AND PROVISIONS

Sundry CreditorsTemporary Bank OverdraftTax deducted at sourceAdvance from customers

3,48

6

3,54

3,49

5,99

5,00

14,48

58



31st March, 2008 31st March, 2007Rs.'OOO Rs.WO

SCHEDULE VIII

EXPENSES

Rates & Taxes 5 4

Filing Fee 2 2

Legal Charges 63 34

Auditors' Remuneration:

For Statutory Audit 15 15

For Tax Audit 8 8

Office Expenses 4 3

Miscellaneous Expenses 3 3

1,00 69_

SCHEDULE IX

NOTES ON ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICIES

a) The Financial Statements have been prepared in accordance with the Accounting Standards specified under Section211(3C) of the Companies Act, 1956 and relevant presentational requirements of the Companies Act, 1956.

b) Accounting Convention

The financial statements have been prepared in accordance with historical cost convention.

c) Fixed Assets and Depreciation

Depreciation on Fixed Assets is provided on Written Down Value Method in accordance with Schedule XTV of theCompanies Act, 1956 and at the end of the year fixed asset has become nil.

d) Income and expenditure are accounted on accrual basis.

2. Deferred tax has been accounted for in accordance with the requirements of Accounting Standard - 22 and as required bythe said standard. This year Rs. 2.10 lac as deferred tax asset has been adjusted with deferred tax liability.

Keeping in view the past trends and the prevailing condition, the management is of the view that adequate taxable incomemay not be available so as to set off the deferred taxable asset created on carry forward losses. Hence, deferred tax asset isnot created out of carry forward losses.

3. Figures for the previous year have been re-arranged and re-grouped wherever necessary.

Signature to Schedules I to Di

M.R.PASARI "I _.Kolkata, 14th May, 2008 K.K.BAHETI J mc °"

59



PART IV OF SCHEDULE VI OF THE COMPANIES ACT, 1956 (AS AMENDED)BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

Registration Details

Registration No.

Balance Sheet Date 3

3

1

4

0

8

3

4

0

0

8

Capital raised during the year (Amount in Rs. Thousands)Public Issue

N I LBonus Issue

Position of Mobilisation and Deploymen

Sources of Funds

Application of Funds

Performance of the Company (Amount i

N I L

t of Funds (Amount in Rs. Thousands)

Total Liabilities

5 6 8 7 2

Paid-Up Capital

2 2 0 0 0

Secured Loans

N I L

Net Fixed Assets

N I L

Net Current Assets

3 3 7

Accumulated Loss

5 2 8 6 9

ti Rs. Thousands)Turnover

1 3 6 0 1

Profit before tax

1 1 1 1 0

Earning Per Share Rs.

1° 5 3

Generic Name of Principal ProductsProducts of Company

Item Code No. (TTC Code)

Product Description

Right Issue

N I

Private PlacementN I

Total Assets

Reserves & Surplus

Unsecured Loans

3 1 2 0 5

Investments

N I

Misc. Expenditure

N I

Total Expenditure1 2 4 9 1

Profit after Tax

7 7

Dividend Rate %N I

N

N

N

0

0

0

T

T

T

A

A

A

P

P

P

P

P

P

L

L

L

I

I

I

C

C

C

A

A

A

1

B L

E

E

E

Kolkata, 14th May, 2008

M. R. PASARI

K. K. BAHETIDirectors

60


MAJERHAT ESTATES & DEVELOPERS LIMITED

DIRECTORS K. K. BAHETI

A. GUHA SARKAR

D.PALCHOUDHURY

AUDITORS SAMANTA & co.Chartered Accountants

BANKERS UNITED BANK OF INDIA

REGISTERED OFFICE FOUR MANGOE LANE

SURENDRA MOHAN GHOSH SARANI

CALCUTTA-700 001.

61



REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31ST MARCH, 2008.

The Directors submit their Report and the Accounts of the Company for the year ended 31st March, 2008 :

FINANCIAL RESULTS Rs.

Profit/(Loss) for the year 1,04,762

Loss brought forward from previous year (57,69,445)

Loss to be Carried Forward. (56,64,683)

DIRECTORS

Pursuant to the provisions of the Articles of Association of the Company Mr. D. Pal Choudhury retires by rotation and, beingeligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANTTO SECTION 217(2AA) OF THE COMPANIES ACT, 1956


(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 ofthe Company.

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

(iv) that the annual accounts have been prepared on a going concern basis.

AUDITORS

Messrs. Samanta & Company, Chartered Accountants, the Auditors of the Company, retire and, being eligible, shall, subject toSection 224(2) of the Companies Act, 1956 be re-appointed.

Since the Company is not engaged in manufacturing activity and had no transaction in foreign exchange, it has nothing to reportpursuant to Section 217(l)(e) of the Companies Act, 1956 relating to conservation of Energy, Technology Absoption, ForeignExchange earnings and outgo.

The Company did not have any employee during the period under review.


K. K. BAHETI ")Kolkata, 19th June, 2008 D. PAL CHOUDHURY / Directors

62



AUDITORS' REPORT TO THE SHAREHOLDERS

1. We have audited the attached Balance Sheet of MAJERHAT ESTATES & DEVELOPERS LIMITED as at 31st March,2008 and the annexed Profit & Loss Account for the year ended on that date annexed thereto. These financial statementsare the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statementsbased on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statements presentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms ofsub-section (4A) of Section 227 of the Companies Act, 1956, we give the Annexure a statement on the matters specifiedin paragraphs 4 & 5 of the said Order.

4. Further to the above, we report that:

i) We have obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit.

ii) In our opinion, proper books of accounts have been kept by the Company as required by law so far as appearsfrom our examination of those books.

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books ofaccount.

iv) In our opinion, the Profit and Loss Account and the Balance Sheet comply with the requirements of the AccountingStandard referred to in Sub-Section 3C of Section 211 of the Companies Act, 1956.

v) In our opinion, and based on information and explanations given to us, none of the Directors are disqualified as on31st March 2008, from being appointed as Director in terms of clause (g) of Sub-Section (1) of Section 274 ofthe Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accountsread together with other notes thereon, give the information required by the Companies Act, 1956, in the mannerso required and give a true and fair view in conformity with the accounting principles generally accepted inIndia-

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008

a n d

ii) in the case of Profit & Loss Account, of the profit for the year ended on that date.

For SAMANTA & CO.Chartered Accountants

S. K. SAMANTAPlace: Kolkata ProprietorDate: 19th June, 2008 Membership No.9317

63



ANNEXURE TO THE AUDITORS' REPORT(Referred to in Paragraph 3 of the Auditors' Report of even date to the members of MAJERHAT ESTATES AND DEVELOPERS LIMITED

on the Financial Statement for the year ended 31st March, 2008)

1) The Company has no Fixed Assets. Therefore clauses (i)(a), (i)(b), (i)(c) of Paragraph 4 are not applicable to the Company.

2) The Company does not have any stock of inventory. Therefore clauses (ii)(a), (ii)(b), (ii)(c) of Paragraph 4 are notapplicable to the Company.

3) The Company has taken unsecured loan from its Holding Company and the rate of interest and other terms and conditionsof such loan are prima facie not prejudicial to the interest of the Company.

4) In our opinion, the company has an internal control system commensurate with its size and nature of its business. Therehas been no continuing failure to correct major weakness in internal control.

5) There have been no transactions that are needed to be entered in a register in pursuance of Sec. 301 of the Act. Thereforeclauses (v)(a) and (v)(b) of Paragraph 4 are not applicable to the Company.

6) The Company has not accepted deposits from the public under the provisions of Sec. 58A and Sec. 58AA of the Act andthe rales framed thereunder.

7) In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business.

8) There is no amount outstanding as on 31st March, 2008 in respect of undisputed Income Tax, Sales Tax, Custom Dutyand Excise Duty which was due for more than six months from the date they become payable.

9) The accumulated losses of the Company at the end of the Financial Year are less than 50% of its net worth and it hasincurred cash losses during the financial year and in the financial year immediately preceding such financial year.

10) The Company does not default in repayment of dues to Financial Institution or Bank or debenture-holder. During theyear the Company has not taken any loan from the Financial Institution or Bank or issued any debenture.

11) The Company has granted loans and advances and repayment of principal and interest are as per arrangement with theCompany!

12) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debenturesand other similar securities.

13) The Company has not dealt or traded in shares, securities, debentures and other investments during the year.

14) The Company has not obtained any term loans during the year.

15) In our opinion, no funds raised on short terms basis have been used for long term by the Company and vice versa.

16) The Company has not issued any shares and debentures during the year.

17) There is no case of fraud noticed or reported during the year on the basis of representation made by the Company.


S.;K. SAMANTAPlace: Kolkata ProprietorDate : 19th June, 2008 Membership No.9317

64



BALANCESHEETAS AT 31ST MARCH, 2008

SOURCES OF FUNDS

Shareholders' Funds

Share Capital

Unsecured Loan

Total

ScheduleNo.

I

n

As at31st March, 2008Rs. Rs.

30,000,000

166,913,684

196,913,684

As at31st March, 2007Rs. Rs.

30,000,000

163,487,725

193,487,725

APPLICATION OF FUNDS


Cash & Bank Balances

Other Current Assets

Loans & Advances

Less : Current Liabilities & Provisions

Net Current Assets

Profit & Loss Account

Total

mIV

V

VI

174,177

909,319

193,461,297

194,544,793

3,295,792

191,249,001

5,664,683

13,865

9,09,319

187,610,049

188,533,233

814,953

187,718,280

5,769,445

196,913,684 193,487,725

Significant Accounting Policies &Notes on Accounts vn


Place: KolkataDate : 19th June, 2008


S. K. SAMANTAProprietor

Membership No. 9317

K. K. BAHETID.PALCHOUDHURY

Directors

65



PROFIT & LOSS ACCOUNTFOR THE YEAR ENDED 31ST MARCH, 2008

INCOME

Interest (Gross)

EXPENDITURE

Filing Fee

Rates & Taxes

Bank Charges

Audit Fee

Legal & Professional

Interest

Miscellaneous Expenses

Profit / (Loss) before Taxation

Provision for Taxation


Profit / (Loss) brought forward from previous year

Profit / (Loss) carried forward

Significant Accounting Policies &Notes on Accounts

ScheduleNo.

31st March, 2008Rs.

11,071,875

11,071,875

2,056

4,800

152

3,000

50,307

10,894,698

10,955,013

116,862

12,100

104,762

(5,769,445)

(5,664,683)

31st March, 2007Rs.

2,000

4,467

110

3,000

3,088

1,122

13,787

(13,787)

(13,787)

(5,755,658)

(5,769,445)

VII

The Schedules referred to above form an integral part of the Profit & Loss Account.This is the Profit & Loss Account referred to in our Report of even date.

Place: KolkataDate: 19th June, 2008



Membership No. 9317


Directors

66



SCHEDULE I

SHARE CAPITAL

Authorised

50,00,000 Equity Shares of Rs. 10/- each

Issued and Subscribed

30,00,000 Equity Shares of Rs. 10/- each fully paid-up in cash(all the shares are held by Williamson Magor andCo. Limited - the Holding Company except7 shares held by it along with its nominee).

SCHEDULE II

UNSECURED LOAN

From Holding Company

Interest accrued and due

31st March, 2008Rs.

50,000,000

50,000,000

30,000,000

30,000,000

97,365,000

69,548,684

166,913,684

31st March, 2007Rs.

50,000,000

50,000,000

30,000,000

30,000,000

102,365,000

61,J 22,72 5

163,487,725

SCHEDULE III

CASH AND BANK BALANCE

With Scheduled Banks

On Current Account 174,177

174,177

13,865

13,865

SCHEDULE IV

OTHER CURRENT ASSETS

Interest Accrued on Deposits

Interest Receivable from others

SCHEDULE V

LOANS & ADVANCES

Advance recoverable in cash orin kind or for value to be received

Considered good

Other Advances:

Interest Receivable

Tax deducted at source

570,319

339,000

909,319

178,150,000

11,580,177

3,731,120

193,461,297

570,319

339,000

909,319

125,000,000

56,515,227

6,094,822

187,610,049

67



31st March, 2008Rs.

31st March, 2007Rs.

SCHEDULE VI

CURRENT LIABILITIES & PROVISIONSCurrent Liabilities

Sundry CreditorsInterest Accrued

Tax deducted at source

Provisions

Provision for Tax

111,838

703,115

2,468,739

12,100

3,295,792

111,838

703,115

814,953

SCHEDULE VH

SIGNIFICANT ACCOUNTING POLICIES &NOTESONACCOUNTS

(A) Significant Accounting Policies :a) Accounting Convention

The accompanying financial statements have been prepared in accordance with historical cost convention.

b) Income and Expenditure :Income and Expenditure are accounted for on accrual basis.

(B) Notes on Accounts :

a) Loans and advance include deposit of Rs. 17,81,50,0007-.

b) The figures for the previous year have been rearranged and re-grouped wherever necessary.

c) Notes annexed to and forming part of the Balance Sheet and Profit & Loss Account for the year ended 31stMarch, 2008.

Related Party disclosures:

Related parties with whom there were transactions during the year are listed below -

Holding Company - the Company is a wholly owned subsidiary of Williamson Magor & Co. Limited.

Advance received during the year

Other payables outstanding

(Rupees)

16,69,98,925

PlaceDate

Kolkata19th June, 2008

Signatures to Schedules I to VII



Membership No. 9317

K.K.BAHETI \D.PALCHOUDHURYJ

Directors

68



H.

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILEAS PER SCHEDULE VI OF THE COMPANIES ACT, 1956

Registration Details

Registration No.

Balance Sheet Date

5

3

9

1

5 | 6 9

0 3 2 0 0 8

State Code

Capital Raised During the year (Amount in Rs. Thousands)Public Issue

N IBonus Issue

N I

ffl. Details of Mobilisation and Development of Funds(Amount in Rs. Thousands)

Total Liabilities

Sources of Funds0 0 0

Paid-Up Capital (Rs.)

0| 0 0 0

Secured Loans

Application of FundsN

Net Fixed Assets

N I

Net Current Assets

Accumulated Losses

IV. Performance of the Company (Amount in Rs. Thousands)

Earning Per Share in Rs.

0 0

V. Generic Names of Three PrincipalProducts/Services of the Company

Item Code

Product Description

N

N

N

0| T

0

0

T

T

A

A

A

P

L_P_

P

P

P P

L

L

L

I

I

I

C A

LC_ A

rc~ A

B

B

B

L

L

L

E

E

E

Rights Issue

|N| IPrivate Placement (Rs.)

N I

Total Assets

2 | 0 | 0 | 2 | 0 | 9

Reserves & Surplus

N I

Unsecured Loans

1 6 6 9 1 4

Investments

N I

Misc. Expenditure

N I

Total Expenditure

1 0

Profit after Tax

Place : KolkataDate : 19th June, 2008


69



REPORT OF THE AUDITORS TO THE BOARD OF DIRECTORS OFWILLIAMSON MAGOR & COMPANY LTD.

1) We have examined the attached consolidated Balance Sheet of Williamson Magor & Co. Limited and its subsidiariesand a joint venture company (the group) as at 31st March, 2008 and also the consolidated Profit and Loss Accountand the consolidated Cash Flow Statement for the year ended on that date, annexed thereto. These financial statementsare the responsibility of the Company's management. Our responsibility is to express an opinion on these financialstatements based on our audit.

2) We conducted our audit in accordance with auditing standards generally accepted in India. These standards requirethat we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, inall material respects, in accordance with an identified financial reporting framework and are free of materialmisstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonablebasis for our opinion.

3) We did not audit the financial statements of the subsidiaries and joint venture, whose financial statements reflecttotal assets of Rs.27,78,82 thousand as at 31st March, 2008 and total revenues of Rs. 3,67,01 thousand and net cashoutflows amounting to Rs.1,14,24 thousand for the year ended on that date. We also did not audit the financialstatements of the associates whose financial statements reflect the group's share of profit of Rs. 4,18,85 thousandas at 31st March, 2008 and for the year ended on that date. These financial statements and other information havebeen audited by other auditors whose reports have been furnished to us, and our opinion, in so far as it relates to theamounts included in respect of the subsidiaries, joint venture and associates, is based solely on the reports of theother auditors.

4) We report that the consolidated financial statements have been prepared by the Company's management in accordancewith the requirements of Accounting Standard 21, "Consolidated Financial Statements", Accounting Standard 23,"Accounting for Investments in Associates in Consolidated Financial Statements" issued by the Institute of CharteredAccountants of India.

5) Based on our audit and on consideration of reports of other auditors on separate financial statements and on the otherfinancial information of the components, in our opinion and to the best of our information and according to theexplanations given to us, the attached consolidated financial statements give a true and fair view in conformity withthe accounting principles generally accepted in India:

a) in the case of Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March, 2008;

b) in the case of Consolidated Profit and Loss Account, of the results of the Group for the year ended on that date;and

c) in the case of Consolidated Cash How Statement, of the cash flows of the Group for the year ended on thatdate.

PARTHA MITRAPartnerMembership No. 50553For and on behalf of

LOVELOCK & LEWESKolkata, 30th lune, 2008 Chartered Accountants

70



CONSOLIDATED BALANCE SHEET OF WILLIAMSON MAGOR & CO. LIMITED,IT'S SUBSIDIARIES AND JOINT VENTURE COMPANY AS AT 31ST MARCH, 2008

Schedule 3 1st March, 2008 31st March, 2007No. Rs. '000 Rs.'OOO Rs.'OOO Rs.'OOO

I. SOURCES OF FUNDSShareholders' Funds

Capital I 10,95,64 10,95,64Reserves & Surplus II 2,02,83,51 2,13,79,15 2,12,83,44 2,23,79,08

Loan FundsSecured LoansUnsecured Loans

Deferred TaxDeferred Tax Liability

Total

II. APPLICATION OF FUNDSFixed Assets

Gross BlockLess : DepreciationNet Block

InvestmentsCurrent Assets, Loans and Advances

InventoriesSundry DebtorsOther Current AssetsCash and Bank BalancesLoans and Advances

Less : Current Liabilities and ProvisionsLiabilities

Provision

Net Current Assets

Profit & Loss Account Debit BalanceLess : General Reserve as per contra

Total


Notes on Accounts

in1,18,70,13

23,25,67 1,41,95,80rv

31,69

3,56,06,64

V90,63,1618,66,47

71,96,69VI 1,87,55,14

79VII 3,78,93Vin 5,22,71IX 2,73,95X 92,91,70

1,04,68,08

XI6,88,16

1,25,11

8,13,2796,54,81

20,75,8220.75.82 —

3,56,06,64

XV

XVI

75,01,2721,52,13

91,32,3217,43,93

13,063,83,736,08,87

11,38,6364,38,6185,82,90

3,32,12

19,67

3,51,79

21.92,6121.92.61 .

96,53,40

33,80

3,20,66,28

73,88,391,64,46,78

82,31,11

3,20,66,28


PARTHAMTrRAPartner



A. KHATTAN - DirectorR. S. JHAWAR - Director

S. PHILIP - Secretary

71



CONSOLIDATED PROFIT & LOSS ACCOUNT OF WILLIAMSONIT'S SUBSIDIARIES AND JOINT VENTURE COMPANY FOR THE

Schedule 31stNo.

INCOME

Sale of assets

Other Income XII

EXPENDITURE

Cost of assetsExpenses XIII

Interest XIVDepreciation

Profit / (Loss) before TaxationProvision for Taxation

Earlier years (net of write back)Deferred Tax for current year

Fringe Benefit Tax


Share of earnings from Associates

Less : Transfer to Statutory Reserve

* Balance brought forward from previous year

Un-appropriated balance carried forward

Basic and Diluted Earnings per share (Rs.)

MAGOR & COYEAR ENDED

March, 2008Rs.'OOO

1,36,01

23,08,9824,44,99

1,17,5412,47,05

13,42,75

28,44

27,35,78

(2,90,79)1,55

24,08(2,10)

8,44

(3,22,76)

3,65,20

42,44

—(21,18,26)

(20,75,82)

0.39

(WM)

. LIMITED31ST MARCH 2008


4,51,90

45,70,71

50,22,61

2,21,23

10,60,83

4,91,27

21,24

17,94,57

32,28,04

1,52,82

—

(2,18)

7,71

30,69,69

1,43,43

32,13,12

(6,11,14)

(47,94,59)

(21,92,61)

29.33

* Excludes loss of Rs.74,35 thousand on a subsidiary becoming a joint venture in the current year.

Significant Accounting Policies XVNotes on Accounts XVI

The Schedules referred to above form an integral part of the Profit & Loss Account.This is the Profit & Loss Account referred to in our Report of even date.

PARTHA MTTRAPartner


LOVELOCK & LEWESChartered AccountantsKolkata, 30th June, 2008



72



CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 21

(WM)

108

31st March, 2008 31st March, 2007(Rs.'OOO) (Rs.'OOO)

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and extraordinary items

Adjustment for :

Depreciation

Dividend/Interest income on investments

Profit on disposal of fixed assets

Interest income

Interest paid

Profit on sale of investment

Provision for doubtful debts

Provision for doubtful advance

Provision for farmer's assistance

Provision for diminution in value of investment

Provision for Pension

Loss due to non conversion of share warrants

Loss for assets scrapped

Advance written off

Liabilities written back

Provision written back (Net)

Operating profit before working capital changes

Adjustment for :

Trade and other receivables

Trade payable

Inventories

Provision

Cash generated from operations

Interest received on refund of income tax

Direct tax refund (net of paid)

Net cash from operating activities

(2,90,79)

28,44

(1,84,63)

(18,47)

(8,23,31)

13,42,75

(1,89,06)

16,25

8,77

86,33

17,53

8,11

4,52,68

1,65

96

(40)

(3,45,08)

1,11,73

(30,27,72)

3,42,28

12,27

(15,69)

(25,77,13)

16,52

52,12

(25,08,49)

32,28,04

21,24

(16,31,43)

(2,30,67)

(4.11,64)

4,91,27

(6,05,70)

2,46

7,51

—97,57

—

—

—

—

—(1,58,68)

8,09,97

(42,88,36)

(4,81,69)

(13,06)

—

(39,73,14)

1,45,04

25,16

(38,02,94)

73



B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets

Sale of investments

Purchase of investmentsInterest receivedDividend/Interest received on investments

Net cash from investing activities

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings

Repayment of short term borrowingsProceeds from long term borrowings

Repayment of long term borrowings

Interest paidShare Premium

Net cash used in financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents (Opening Balance)

Cash and cash equivalents (Closing Balance)


(57,11)1,36,05

2,32,14

(30,02,00)

7,76,991,84,63

(17,29,30)

55,00,00(11,32,20)

20,00

(5,00)(11,36,14)

1,32,44

33,79,10

(8,58,69)

11,32,64

2,73,95


(24,24)

4,51,90

10,58,67

(30,70,96)

5,79,75

16,31,43

6,26,55

55,00,00

(5,64,71)

7,60,00

(30,00)

(5,90,21)

50,75,08

18,98,69

(7,66,05)

11,32,64

Notes to the Cash Flow Statement for the year ended 31st March, 2008 :

1. The above cashflow statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard-

2.

3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

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

This is the Cash Flow Statement referred to in our Report of even date.


PARTHA MITRAPartner



A. KHAITAN - DirectorR. S. JHAWAR - Director


74





SCHEDULE I

SHARE CAPITAL

Authorised -

1,25,000 Preference Shares of Rs. 1007- each

2,37,50,000 Equity Shares of Rs.10/- each

1,25,00

23,75,00

25,00,00

1,25,00

23,75,00

25,00,00

Issued and Subscribed -

1,09,56,360 Equity Shares of Rs. 107- eachfully paid-up

Of these —

a) 14,99,930 Shares were allotted as fullypaid-up pursuant to a contract withoutpayment being received in cash ;

b) 12,39,090 Shares were allotted as fullypaid-up pursuant to a Scheme ofAmalgamation sanctioned by the Courtwithout payment being received in cash ; and

c) 82,17,270 Shares were allotted as fullypaid-up by way of Bonus Shares by capitalisationof Preference Share Capital Redemption Reserve,Capital Reserve and General Reserve

10,95,64 10,95,64

10,95,64 10,95,64

75




31st March, 2007Rs.'OOO Rs.'OOO

SCHEDULEH

RESERVES & SURPLUS

Capital Reserves

Capital Reserve *

Capital Redemption Fund

Revaluation Reserve

Opening Balance as on 1.4.2007

Less : Withdrawal on account of depreciationon amount added on revaluation

Less : Withdrawal on account of depreciationon amount added on revaluation in associates

Revenue Reserves

Security Premium Account

Pension Reserve

Statutory Reserve

As per last Account

Addition during the year

Add : Share of associates on consolidation

General Reserve

As per last account

Less : Net adjustments for Employee BenefitsLiability in accordance with the transitionalprovisions of Accounting Standard (AS-15) -Employee Benefit

Add : Net share of associates on consolidation

Amalgamation Adjustment Account

** Less: Debit Balance in Profit and Loss Account

* Includes Rs.13,18,04 thousand and Rs.49,72 thousandarising out of consolidation with subsidiaries andassociate respectively

Share of Joint Venture included above : Rs.45,98 thousand

14,32,94

1

69,63,42

1,38,15

4,16,22 64,09,05

71,08,84

1,45,42

78,42,00

1,32,44

45,00

1,21,56,29

1,12,78

(7,08,56) 1,13,34,95

69,26

1,19,33,59

13,83,79

1

69,63,42

83,47,22

45,00

29,27,54 18,66,08

— 6,11,14

8,14 29,35,68 4,50,32 29,27,54

2,22,70 1,21,56,29

1,45,17,33(20,75,82)

1,24,41,51

2,02,83,51

1,51,28,83

(21,92,61)

1,29,36,22

2,12,83,44

76



SCHEDULE III

LOANFUNDS

Secured Loans

Term loans

From other than Banks 1,18,68,96

Interest accrued and due 1,17

Notes :

The above includes:i) loan from HDFC secured by way of

- mortgage of certain immovable properties of the Company- pledge of shares of Eveready Industries India Limited

(Refer Note 2 of Schedule VI)ii) loan from IL&FS and IL&FS Financial Services Limited

secured by way ofcorporate guarantee from McLeod Russel India Limitedadditional mortgage of certain immovable properties byway of second charge pending finalisation of its registration,pledge of shares of Eveready Industries India Limited andshares of McLeod Russel India Limited(Refer Note 2 of Schedule VI)

iii) loan from ICICI Home Finance Ltd. secured by way of- mortgage of certain immovable properties by way of a parri

passu charge pending no objection certificate from HDFC.- pledge of shares of McLeod Russel Ltd., Mcnally Bharat

Engineering Co. Ltd. and Kilburn Engineering Ltd.(Refer Note 2 of Schedule VI)

Unsecured Loans

Short Term Loans and Advances

From Other than Banks

Interest accrued and due

Share of Joint Venture included above : Rs.Nil

SCHEDULE IV

DEFERRED TAX

Deferred Tax Assets and Liabilities areattributable to the following items :

Liabilities

Depreciation



31st March, 2007Rs.'OOO Rs.'OOO

1,18,70,13

1,18,70,13

75,01,16

11 75,01,27

75,01,27

15,65,00

7.60.67

23,25,67

1,41,95,80

15,50,00

6.02.13

21,52,13

96,53,40

31,69 33,80

31,69 33,80

11


SCHEDULEV

CONSOLIDATED FIXED ASSETS OF WILLIAMSON MAGOR & CO. LIMITED, IT'S SUBSIDIARIES AND JOINT VENTURE COMPANIES

GROSS BLOCK AT COST OR VALUATION D E P R E C I A T I O N NET BLOCK

Goodwill

Land-Freehold

Buildings

Plant & Machinery

Motor Vehicles

Furniture & Fittings

Electric Installation

Water Supply

Total

Previous Year

As at31st March

2007

Rs. '000

47,00,30

42,21,67

44,60

30,98

97,59

32,20

4,98

91,32,32

94,16,02

Additionduring the

year

Rs. '000

42,14

—

—

44,80

8,50

3,81

—

—

99,25

24,24

Disposal/Adjustmentduring the

year

Rs. '000

—

1,26,42

2,55

8,37

31,07

—

—

1,68,41

3,07,94

As at31st March

2008

Rs. '000

42,14

47,00,30

40,95,25

86,85

31,11

70,33

32,20

4,98

90,63,16

91,32,32

As at31st March

2007

Rs. '000

—

15,78,90

34,78

12,65

86,65

26,21

4,74

17,43,93

16,63,65

Provisionfor theyear

Rs. '000

—

1,50,92

6,55

5,57

3,58

83

3

1,67,48

1,66,66

Deductionon accountof disposal

etc.

Rs. '000

—

8,88

2,28

4,92

28,86

—

—

44,94

86,38

As at31st March

2008

Rs. '000

—

17,20,94

39,05

13,30

61,37

27,04

4,77

18,66,47

17,43,93

As at31st March

2008

Rs. '000

42,14

47,00,30

23,74,31

47,80

17,81

8,96

5,16

21

71,96,69

73,88,39

As at31st March

2007

Rs. WO

47,00,30

26,42,77

9,82

18,33

10,94

5,99

24

73,88,39

Notes:1. Goodwill includes Rs.42,14 thousand on account of 33.45% holding in the Joint Venture Company Dl Williamson Magor Bio Fuel Limited as per proportionate consolidation

principle. Goodwill arising out of consolidation of subsidiaries has been netted with provision on investments made in the books of the parent company.2. Land, Buildings and Plant & Machinery at certain locations were revalued several times in the past. Land and Buildings at two locations were revalued as at 31st March, 2001

on current cost basis and as such the net asset was written up by Rs. 84,68,47 thousand and disclosed under Revaluation Reserve.3. Provision for depreciation during the year includes Rs.89 thousand representing depreciation at the time of aquisition and has been adjusted with goodwill.4. Net Book Value as on 31st March, 2008 includes Rs.l 1,69 thousand representing share of Joint Venture.

78


WILLIAMSON MAGOR & CO.

SCHEDULE VI

INVESTMENTS - LONG TERM

Trade Investments

Quoted

Equity Shares - fully paid-up

WPIL Limited

Mcnally Bharat Engineering Company Limited

$ The Standard Batteries Limited (Re.0.50 each)

$ McLeod Russel India Limited (Rs. 5 each)(Refer to Note 2 below)

Kilburn Chemicals Limited

Kilburn Office Automation Limited

India Foils Limited

Williamson Financial Services Limited

UnquotedEquity Shares - fully paid-up

Dewrance Macneill & Company Limited(In Liquidation)

Kilburn Electricals Limited

Manor Travels Limited

Jhonston Castings & Allied Industries Ltd.


Quoted

Preference Shares- fully paid-up

Metal Box India Limited

Equity Shares - fully paid-up

Coastal Roadways Limited

Essar Shipping Limited

J J Leasing & Hiring Limited

Marigold Securities Limited

Suryachakra Sea Foods Limited

LIMITED

31st March, 2008

Nos.

80

9,19,247

5,77,250

1,17,71,645

8,55,000

89,000

—

5,76,250

12,00,000

14,000

12,000

2,500

2,000

—

300

1,000

7,500

50,000

Rs.'OOO

1

3,00,15

1,60,05

67,87,55

4,42,16

10,62

—1,91,09

—

1,40

1,20

—

66

—

33

10

1,13

9,00

(WM)

31st March, 2007

Nos.

80

10,32,408

5,77,250

87,09,742

8,55,000

89,000

200

76,250

12,00,000

14,000

12,000

2,500

2,000

30,400

300

1,000

7,500

50,000

Rs.'OOO

1

3,37,10

1,60,05

40,68,78

4,42,16

10,62

5

85,66

—

1,40

1,20

—

66

6,08

33

10

1,13

9,00

79




3'1st March, 2007Nos. Rs.'OOO

SCHEDULE VI

INVESTMENTS - LONG TERM (Continued)


Unquoted

Debenture Stock - Non-Redeemable&/i% Bengal Chamber of Commerce & Industry5% Woodlands Medical Centre Ltd.5% Woodlands Medical Centre Ltd.

Preference SharesIndia General Navigation & Railway CompanyLimited (in Voluntary Liquidation)(Rs.424)

Equity Shares$ Arvindnagar Goodwill & Co-operative Housing

Society Limited of Rs.50 each (Rs.250)$ Seema Apartments Co-operative Housing

Society Limited of Rs. 50 eachKornafuli Association Limited

$ Rivers Steam Navigation Company Limited (Re. 1)Delhi Golf & Country Club Pvt. LimitedCosepa Fiscal Industries LimitedABC Tea Workers Welfare ServicesGouripore Electric Supply Co. Limited(In Voluntary Liquidation)

Investments in Associates

Eveready Industries India Limited(Refer to Note 2 below)

Kilburn Engineering Ltd.

Babcock Borsig Ltd.

Less: Provision for Diminution in valueof investments

Aggregate value of Quoted InvestmentsUnquoted Investments

Market Value of Quoted Investments

Share of Joint Venture included above : Rs. Nil

24

1,06,500

139

228

5

80327

1,35,81045,000

3,50,00010,5673,000

1,67,56,841

4,31,90,43

25,08,013

24

1,07

9

—

—

4

——

45,0035,001,06

78,76,94

20,52,70

11,92,07

1,91,09,66

3,54,52

1,87,55,14

1,83,31,417,78,25

1,91,09,66

24

1,06,500

139

228

5

80327

1,35,81045,000

3,50,00010,5673,000

1,64,50,578

4,31,90,43

25,08,013

241,07

9

1,79,90,84

45,0035,00

1,06

91,81,20

11,62,23

12,33,51

1,67,83,77

3,36,99

1,64,46,78

1,53,72,4914,11,28

1,67,83,77

2,01,31,93

80



SCHEDULE VIINVESTMENTS - LONG TERM (Continued)

Notes :

1. All Shares except as indicated by $ are Rs. 10 each fully paid-up.2. 1,57,93,825 shares of Eveready Industries India Limited, 97,04,979 shares of Mcleod Russel India Limited, 25,08,013

shares of Babcock Borsig Limited and 3,00,000 shares of Kilburn engineering Limited and 9,00,000 shares ofMcnally Bharat Engineering Co. Limited have been pledged against financial assistance taken by the Company andothers.

4. Investments in AssociatesKilburn Engineering LimitedShare in net assets on acquisitonAdd: GoodwillCost of acquisitionAdd : Share in net assets after acquisition[Share of Profit of Rs.8,88,72 thousand(Previous Year - 94,55 thousand)]

Babcock Borsig LimitedShare in net assets on acquisitionAdd : Goodwill on acquisitionCost of acquisitionAdd : share in net assets after acquisition[share of loss of Rs. 53,65 thousand(Previous year - Rs. 48,88 thousand)]

Eveready Industries India Ltd.Share in net assets on acquisitionLess: Capital ReserveCost of acquisitionLess : share in net assets after acquisition[share of loss of Rs.46,987 thousand]

SCHEDULE VII

SUNDRY DEBTORSUnsecured

Debts outstanding for a period exceeding six monthsConsidered goodConsidered doubtfulOther Debts - considered good

Less: Provision for Doubtful Debts



14,4610,55,1010,69,56

9,83.1420,52,70

2,62,771,10.573,73,34

8,18.7311,92,07

1,40,67,1747,08,1693,59,01

14.82,0778,76,94

1,91.803,83.251,87,137,62,183,83.253,78,93


14,4610,55,1010,69,56

92,6711,62,23

2,62,771,10,573,73,34

8,60,17

12,33,51

1,36,15,8044,34,6091,81,20

91,81,20

2,41,964,12,771,41,777,96,504,12,773,83,73

81




SCHEDULE VHI

OTHER CURRENT ASSETSInterest/Other Receivable -Considered good

Considered doubtful

Less: Provision for Doubtful Receivables


SCHEDULE IX

CASH AND BANK BALANCESCash in handCheques in handWith Scheduled Banks:

On Current AccountsOn Deposit AccountsOn Dividend AccountsOn Redeemed Preference Share Accounts

Share of Joint Venture included above : Rs. 16,21 thousand

5,22,714,58,879,81,584,58,875,22,71

2,656,20

2,61,867487

1,632,73,95


6.08,87

6,54,48

12,63,35

6,54,486,08,87

3,93

11,30,64

72

1,71

1,6311,38,63

SCHEDULE X

LOANS AND ADVANCES

Advances recoverable in cash or in kind or for valueto be received — unsecured

Considered goodConsidered doubtful

Excise.Customs and Port Trust AuthoritiesDepositsAdvance Tax (Net of Provision Rs.23,33,84 thousand)(Previous Year Rs.31,43,86 thousand)

Less : Provision for Doubtful Advances

Share of Joint Venture included above : Rs.6,39,45 thousand

85,30,6210,41,43

1235,78

7,25,18

1,03,33,1310,41,43

92,91,70

59,49,7712,15,85

12

35,784,52,94

76,54,4612,15,85

64,38,61

82




SCHEDULE XI

CURRENT LIABILITIES AND PROVISIONSLiabilities

Sundry Creditors

Security Deposits

Other Liabilities

Interest accrued but not due on Loans

Share of Joint Venture included above : Rs. 18,950 thousand

Provisions

Leave Encashment

Fringe Benefit Tax 14,94

Less : paid 13,50

SCHEDULE XII

OTHER INCOME

* Services

* Rental Income

* Recovery of Establishment Expenses

Dividend on Investments

* Other Interest

Profit on sale of Investments

Non compete Fee

Bad Debt Recovery

Provision written back (Net of bad debts / advances written off)

Liabilities written back

Sale of manure/Jatropha Plant

Miscellaneous Income

* Tax deducted at source

81,81

47,64

5,51,68

7,03

6,88,16

1,23,67

1,44

1,25,11

1,30,38

1,31,89

3,84,00

1,84,63

8,23,31

1,89,06

——

3,45,08

40

1,13,67

6,56

23,08,98

2,05,28

(WM)


2,47,67

47,64

29,78

7,03

3,32,12

18,46

7,71

6,50 1,21

19,67

1,11,04

1,13,28

3,15,79

16,31,43

4,11,64

6,05,70

5,64,65

3,35,00

1,58,68

—

2,75,00

48,50

45,70,71

85,18

Share of Joint Venture included above : Rs. 1,20,28 thousand

83



3 1st March, 2008 31st March, 2007

SCHEDULE Xm

EXPENSES

Salaries, Wages, Compensation and Bonus

Provident and Superannuation Fund Contributions

Pension and Gratuity

Establishment and General expenses

Travelling Expenses

Workmen and Staff Welfare

Directors' Fees

Financial Charges

Insurance

Rent

Rates and Taxes

Legal & Professional

Power and Fuel

Repair to Buildings

Repair to Machinery

General Repairs and Renewals

Audit Fee

Loss for assets scrapped

Consumption of Stores

Nursery & Agro Facilitation charges

Freight

Advance written off

Provision for Doubtful Debts

Provision for Doubtful Advance

Provision for Diminution in Value of Investments

Provision for Farmers Assistance

Loss due to non-payment of dues for convertible warrents


SCHEDULE XIV

INTEREST

Fixed Loans

Others

Rs.'OOO Rs.'OOO

1,22,21 98,63

15,90 13,14

66 29,35

44,61 1,08,80

71,25 82,00

40,78 44,35

6,00 3,90

37,50 42,87

16,13 15.42

8,64 77,57

33,49 79,66

54,72 7,75,87

35,15 36,32

54,92 79,83

148 3,56

38,07 40,44

5,57 6,78

1,65 -

13,45 86,40

47,41 7,60,09

14,84 9,05

96 -

16,25 2,46

8,77 7,57

17,53 97,57

86,33 —

4,52,68 —

12,47,05 10,60,83

13,42,30 4,86,98

45 4,29

13,42,75 4,91,27


84


WILLIAMSON MAGOR & CO. LIMITED (WM)^—^

SCHEDULE XV

SIGNIFICANT ACCOUNTING POLICIESFORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FORTHE YEAR ENDED 31ST MARCH, 2008

(a) BASIS FOR PREPARATION OF ACCOUNTSThe accounts have been prepared to comply with all material aspects with applicable principles in India, the applicableAccounting Standards notified under Section 211(3C) of the Companies Act, 1956, and other relevant provisions ofthe said Act.

(b) BASIS OF ACCOUNTINGThe financial statements have been prepared in accordance with the historical cost convention as modified by revaluationof certain fixed assets.

(c) FIXED ASSETS AND DEPRECIATIONTangible fixed assets are stated at cost of acquisition or at revaluation on current cost basis, as relevantDepreciation on fixed assets is provided on reducing balance method ( except for assets at erstwhile EngineeringDivision which is on straight line method) in accordance with Schedule XTV of the Companies Act, 1956. Additionalcharges of depreciation for the year on differential increase in values arising out of revaluation is adjusted againstwithdrawal from Revaluation Reserve.An impairment loss is recognised where applicable when the carrying value of Fixed Assets exceeds their marketvalue or value in use, whichever is higher.Profit or loss on disposal of fixed assets is recognised in the Profit and Loss Account.

(d) INVESTMENTSInvestments which are of long term nature are stated at cost less amounts written off when the directors are of theopinion that permanent diminutions in their carying values have taken place.

(e) INVENTORIESInventories are valued at cost representing material costs and other costs incurred for bringing them to their presentlocation / condition or net realisable value, whichever is lower and are determined on FIFO methods of valuation.

(f) EMPLOYEE BENEFITSi) Short term employee benefits: These are recognised at the undiscounted amount in the profit and loss account forthe year in which the related service is rendered.ii) Post Employment Benefits Plans : Contributions under Defined contribution Plans are recognised on accrualbasis as expenses for the year. In case of Defined benefit Plans, the cost of providing the benefit is determined on thebasis of actuarial valuation using the Projected Unit Cost Method at each Balance sheet date.Actuarial gains and losses are recognised immediately in the profit and loss account. The retirement benefit obligationprovided in the Balance Sheet represents the present value of the defined benefit obligation.

(g) TAXES ON INCOMECurrent Tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax isrecognised, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being thedifference between taxable income and accounting income that originate in one period and are capable of reversal inone or more subsequent periods. Deferred Tax Assets in respect of carried forward losses and/or unabsorbed epreciationare recognised only when it is virtually certain and in respect of other assets where there is reasonable certainty thatsufficient future taxable income will be available against which such deferred tax assets can be realised.Firing Benefit Tax is accounted for based on the estimjated value of fringe benefit for the period as per the relatedprovision of the Income Tax Act, 1941.

(h) SERVICES / RENTAL INCOMEThese are accounted for based on business arrangements in existence.

(i) INCOME FROM INVESTMENTS AND INTERESTDividend from investments is accounted for as and when right is established. Interest is accounted for on accrualbasis, and guided by the Rules framed for Non Banking Financial Company by the Reseve Bank of India.

85


WILLIAMSON MAGOR & CO. LIMITED (WM)v. s

SCHEDULE XVI

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1) Principles of Consolidation :The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS 21) onConsolidated Financial Statements, Accounting Standard 23 (AS 23) on Accounting for Investments in Associatesand Accounting Standard 27 (AS 27) on Accounting for Investments in Joint Ventre in Consolidated FinancialStatements, issued by the Institute of Chartered Accountants of India.

a) The consolidated financial statements pertain to Williamson Magor & Co. Limited (the Company), its whollyowned subsidiaries (the Group) and its joint venture company as detailed below :

Name of the Country of % of ownership % of ownershipCompany Incorporation interest held as on interest held as on

31st March 2008 31st March 2007

SubsidiariesWoodside Parks Limited India 100% 100%

Majerhat Estates & Developers Limited India 100% 100%

Dl Williamson Magor Bio Fuel Limited India - 99.99%

Joint Venture

Dl Williamson Magor Bio Fuel Limited India 33.45%

i) The financial statements of the Company and its subsidiaries have been compiled by adding together on line byline basis the book value of like items of assets, liabilities, incomes and expenses, after eliminating the intragroup balances and intra group transactions. The Company's interest in its joint venture company, Dl WilliamsonMagor Bio Fuel Limited has been consolidated using the proportionate consolidation principle based on theaudited financial statements drawn upto 31st March 2008.

ii) The excess / (deficit) of the cost to the Company of its investments over its share in equity of the subsidiarycompanies and joint venture company as on date (or as near to the date as practicable) of takeover is recognizedin the consolidated financial statements as goodwill / capital reserve.

b) The consolidated financial statements also include the company's interest in the following associate companies:

Name of the Country of % of ownership % of ownershipCompany Incorporation interest held as on interest held as on

31st March 2008 31st March 2007

Babcock Borsig Limited India 36.66% 36.66%

Kilburn Engineering Limited India 32.00% 32.00%

Eveready Industries India Limited India 23.05%. 22.63%

i) These investments have been accounted for using the equity method whereby the investment is initially recordedat cost, identifying goodwill/capital reserve as the case may be arising at the time of acquisition and adjustedthereafter for the post acquisition change in the Group's share of net assets.

ii) The financial statements of Babcock Borsig Limited, considered in the consolidated accounts, are drawn upto30th September, 2007.

c) The consolidated financial statements have been prepared using the same accounting policies as that mentionedin Schedule XV except that straight line method of depreciation is followed by Kilburn Engineering Limitedand in case of certain assets by Eveready Industries India Limited at the rates and in the manner specified inSchedule XIV of the Companies Act, 1956. In case of certain buildings, furniture and fixtures, office



equipments and motor vehicles depreciation is provided at the rates of 4%, 10%, 33.33% and 16.67% respectivelyby Eveready Industries India Limited.

However, it is not practicable to make necessary adjustments for these differences in the financial statements of theassociates.

2) Estimated amount of Contracts remaining to be executed on capital account

31st March, 2008 31st March, 2007Rs.'OOO Rs.'OOO

Share of Associates :Kilburn Engineering Limited 91,23 20,58Eveready Industries India Limited 1,17,11 50,17

3) Claims against the Company not acknowledged as debt 93 93Share of Associates :Kilburn Engineering Limited 26 53,68Eveready Industries India Limited 44,09 43,32

4) Contingent Liabilities for :

(a) Income Tax/Agricultural Income Tax under appeal — 78,24(b) Salex Tax matters under dispute 41,98 47,98

(Note i)

(c) Excise matters under dispute 7,11 7,11(Note ii)

(d) Guarantee given for loans granted to 13,61,88 20,39,3]companies within the group

The probable cash outflow in respect of matters (b), (c) and (d) above is not determinable at this stage.Notes:-

(i) Represents sales tax levied on income from license fees pending before the Commissioner of CommercialTaxes, West Bengal,

(ii) Representing claim in respect of interest on Excise Duty pending before the Hon' ble High Court at Chennai.The share of contingent liabilities in Associates is as follows:In respect of Kilburn Engineering Limited :

31 st March, 2008 31st March, 2007Rs.'OOO Rs.'OOO

(a) Sales Tax matters under dispute — 3,30,65

(b) Guarantees issued by Banks 9,49,83 5,95,55(Note iii)

(c) Demand from DGFT 43,84 43,84(Note iv)

Notes:-(iii) Represents Guarantees issued by Banks against certain FDRs pledged with Banks,(iv) Represents dues for non-fulfilling of export obligations.

87


WILLIAMSON MAGOR & CO. LIMITED ;WM)

In respect of Eveready Industry India Limited

(a) Excise Matters under dispute(b) Sales Tax matters under dispute(c) Income Tax matters(d) Guarantees given(e) Bank Guarantees

5) Post Employment Benefits:

31st March, 2008Rs.'OOO2,76,72

18,451,83,79

13,3545,86

31st March, 2007Rs.'OOO2,71,07

13,741,80,43

13,1126,88

The Company has adopted Accounting Standard (AS)-15 (Revised 2005) on "Employee Benefits" issued by theInstitute of Chartered Accountants of India (ICAI) during the current year. Pursuant to the transitional provisions ofAS 15 (Revised 2005) on "Employee Benefits" an amount of Rs.l,12,78 thousand (net of taxes) being the shortfallin opening liability has been debited to General Reserve.

Defined Contribution Schemes

(a) Provident Fund:

Contributions to Provident Funds are made by the Company, based on current salaries, to recognised fundsadministered by the Trustees of the Company. In case of Provident Fund Schemes, contributions are also madeby the employees.

The investments are made as per the rules laid down by Employees Provident Fund Organisation (EPFO). Thecompany has an obligation to fund any shortfall in return on plan assets over the interest rates prescribed byEPFO.

In regard to any future obligation arising due to shortfall between the interest to be paid on provident fundscheme and the interest earned on investment, pending the issuance of a Guidance Note from the Institute ofActuaries of India, the actuary has expressed his inability to reliably measure the same.

The total amount contributed by the company to the Fund for the year ended 31st March 2008 was Rs. 7,34thousand (previous year- Rs.6,16 thousand).

(b) Supernnuation Fund:

Contributions to Superannuation Schemes are applicable for certain categories of employees and the contributionby the Company is invested with Insurance Companies.

The total amount paid on this account during the year ended 31st March 2008 was Rs. 8,56 thousand (Previousyear - Rs. 6,98 thousand).

Defined Benefit Schemes

(a) Pension (Unfunded)

The Company has an informal practice of paying pension to certain categories of retired employees and incertain cases to their surviving spouses.

(b) Medical Insurance Premium Re-imbursement (Unfunded)

The Company has a scheme of re-imbursement of medical insurance premium to certain categories of employeesand their surviving spouses, upon retirement, subject to a monetary limit.



(c) Leave Encashment

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

The following table set forth the particulars as per actuarial valuation in respect of Defined Benefit Schemes ofthe Company for the year ended 31st March, 2008.

Changes in present value of definedbenefit obligations during the yearended 31st March 2008.


Interest Cost


Benefits Paid

Actuarial loss /(gain)on obligations


Pension

(Rs.'OOO)

89,55

7,02

—

(13,82)

(6,54)

76,21

MedicalInsurance(Rs.'OOO)

29,69

2,44

—

(1,87)

(1,16)

29,10

LeaveEncashment

(Rs.'000)

12,01

1,03

6

—

5,26

18,36

Changes in present value of plan assetsduring the year ended 31.03.2008

Fair Value of Plan Assets as at 01.04.2007

Expected Return on Plan Asset

Contributions

Benefits Paid

Actuarial gain on Plan Asset

Fair Value of Plan Asset as at 31.03.2008

Pension

(Rs.'OOO)

Not applicable

as the Scheme

is unfunded

MedicalInsurance(Rs.'000)

Not applicable

as the Scheme

is unfunded

LeaveEncashment

(Rs.'OOO)

Not applicable

as the Scheme

is unfunded

Amount recognized in Balance Sheet


Fair value of Plan Asset as at 3 1 .03.2008

Net Asset/(Liability) recognized in Balance Sheet

Pension

(Rs.'OOO)

76,21

-

(76,21)


29,10

-

(29,10)

LeaveEncashment

(Rs.'000)

18,36

-

(18,36)

89



Expense Recognized in Profit and LossAccount


Interest Cost

Expected Return of Plan Asset

Actuarial loss/ (gain) recognized in the year

Expense /(gain) Recognized in statement ofProfit / Loss

Pension

(Rs.'OOO)

-

7,02

-

(6,54)

48


-

2,44

-

(1,16)

1,28

LeaveEncashment

(Rs.'OOO)

6

1,03

-

5,26

6,35

Category of Plan Assets Pension

(Rs.'000)


is unfunded



is unfunded

LeaveEncashment

(Rs.'OOO)


is unfunded

Category of Plan Assets

Mortality Table

Superannuation Age

Early Retirement & Disablement

Discount Rate

Inflation Rate

Return of Asset

Remaining Working Life

Formula Used

Pension

(Rs.'OOO)

LICI 1994-1996

58



8.5

-

-

-



LICI 1994-1996

58



8.5

-

-

0-3


LeaveEncashment

(Rs.'000)

LICI 1994-1996

58



8.5

5.00

• -

4


The estimates of rate of inflation in salary considered in actuarial valuation, take into account inflation, seniority, promotionand other relevant factors including supply and demand in the employment sphere.

This being the first year of disclosure, previous years' figures have not been furnished

90



6) Disclosures in respect of related parties as defined in Accounting Standard (AS)-18 "Related Party Disclosures"issued by the Institute of Chartered Accountants of India (ICAI), with whom transactions have taken place duringthe year are noted below -

a) Associate Companies -Babcock Borsig LimitedMetals Centre LimitedKilburn Engineering LimitedEveready Industries India Limited


Dividend

Rental Income

Recovery of Expenses from other companies

Purchase of Investments

Provision during the year

Provision written back

Inter Corporate Loan taken

Interest on InterCorporate Loan taken

Sitting Fees

Remuneration

Investment

Receivables

Debtors

Loans and Advances

b)

Year

Key Management Personnel •Mr. B. M. KhaitanMr. Deepak KhaitanMr. A. KhaitanMr. R. S. Jhawar

Associates Key ManagementPersonnel

Total

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082005-06

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

2007-082006-07

Rs.'OOO70,22

16,09,17

2,404,20

2,64,002,04,00

17,78127,22,92

43,9720

6,76

7,00,00

49,0040,95

—

1,08,01,911,06,24,10

2,93,721,63,89

55,2767,34

Rs.'OOO Rs.'OOO— 70,22— 16,09,17

— 2,40— 4,20

— 2,64,00— 2,04,00

— 17,781— 27,22,92

— 43,97— 20

— 6,76

— 7,00,00

49,00— 40,95

1,20 1,2060 60

47,62 47,6244,37 44,37

— 1,08,01,91— 1,06,24,10

— 2,93,72— 1,63,89

— 55,27— 67,34

91



Provision for Doubtful Debts

Provision for Doubtful Advances

PayablesInterest on InterCorporate Loan taken

Guarantees

8) Earning Per Share (EPS)

Profit / (Loss) after Tax as per Profit &Loss Account (Rs. thousand)

Average number of Equity Shares(Face Value Rs. 10 each)

Basic and Diluted EPS (in Rupees)

2007-082006-07

2007-082006-07

2007-082005-06

2007-082006-07

1,2332,72

5,5311,25

49,00

12,98,3919,75,81

2007-08

42,44

1,09,56,360

0.39

(WM)

— 1,23— 32,72

— 5,53— 11,25

— 49,00

— 12,98,39— 19,75,81

2006-07

32,13,12

1,09,56,360

29.33

9) The Company is registered as a Non Banking Financial Company and is primarily engaged in holding shares in itsgroup companies. The Company does not have any reportable segment as envisaged in AS 17 on Segment Reportingissued by the Institute of Chartered Accountants of India.

10) The figures for the previous year have been regrouped and re-arranged wherever necessary.

Signatures to Schedules I to XV


A. KHATTAN - DirectorR.S.JHAWAR - Director


92


Notes


TIMIR • 93397 21779 / 98301 65883

WILLIAMSON MAGOR & CO. LIMITED

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