Directors Report of Williamson Magor & Company Ltd.

Mar 31, 2025

The Directors present the Annual Report with the Audited Financial Statements of your Company for the year ended 31st
March, 2025.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March 2025 are summarized below:

('' ''000)

	2024-25	2023-24
Revenue from Operations	28,549	28,899
Other Income	4,46,920	28,796
Total Revenue	4,75,469	57,695
Profit/(Loss) before Finance Costs, Depreciation and Exceptional Items and Taxation	(22,85,783)	(3,63,666)
Less: Finance Costs	12,897	30,255
Less: Depreciation and Amortization Expenses	16	28
Less: Provision for Doubtful Assets	27,15,341	-
Profit/(Loss) before Exceptional Items and Tax	(22,98,696)	(3,93,949)
Less: Exceptional Items	-	-
Profit/(Loss) before tax	(22,98,696)	(3,93,949)
Tax Expenses Current Tax
Deferred Tax	(4,84,798)	(14,756)
Profit/(Loss) for the year	(18,13,898)	(3,79,192)

OPERATIONS

During the year under review, the total revenue earned by the Company was much higher at Rs. 47.55 crores as against 5.77 crores
earned in the previous year. While the finance costs during the year much lower to Rs. 1.29 crores as against Rs. 3.02 crores incurred
in the previous year which is mainly due to reduction of interest on intercorporate borrowings to Rs 1.02 crores as against Rs 2.53
crores incurred in previous year. In view of the above, mainly due to provision for doubtful assets created Rs 271.53 crores, the net
loss of your Company during the year at Rs. 181.39 crores against loss of Rs. 37.92 crores in the previous year.

SHARE CAPITAL

The Authorised Share Capital of your Company as on March 31,2025, stood at Rs. 25,00,00,000 divided into 2,37,50,000 Equity Shares
of Face Value Rs.10/- each and 1,25,000 Preference Shares of Rs. 100/- each. The Issued, Subscribed and the Paid-Up Equity Share
Capital of the Company stood at Rs. 10,95,63,600 divided into 1,09,56,360 Equity Shares of Face Value Rs.10/- each. There has been
no change in the Share Capital of the Company during the period under review.

DIVIDEND

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

The Board has not transferred any amount to the General Reserve for the year ended 31st March, 2025 due to losses incurred.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
Management Discussion and Analysis Report is attached as Annexure I and forms part of this Report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

During the year under review, the Company does not have any Subsidiaries. However, the Company had two associate companies
and one joint venture company as follows:-

i) Majerhat Estates & Developers Limited - Associate Company

ii) Williamson Financial Services Limited - Associate Company

iii) D1 Williamson Magor Bio Fuel Limited - Joint Venture Company
D1 WILLIAMSON MAGOR BIO FUEL LIMITED

The operation of D1 Williamson Magor Bio Fuel Limited (D1WML) being un-economical, D1WML has suspended all its projects in
view of which the Company has made provision in its Account against its entire investment in D1WML.

CONSOLIDATED FINANCIAL STATEMENTS AND AUDITORS'' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

As required under Section 129(3) of the Companies Act, 2013, Consolidated Financial Statements of the Company, its two Associate
Companies and one Joint Venture Company as mentioned above prepared in accordance with the applicable Accounting
Standards issued by the Institute of Chartered Accountants of India and the Auditors'' Report on the Consolidated Financial
Statements are appended in the Annual Report.

A statement containing the salient features of the financial statements of the Company''s aforesaid two Associate Companies and
one Joint Venture Company pursuant to the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 prepared in
Form AOC-1 is attached to the financial statements of the Company for your information.

DEPOSIT

The Company neither invited nor accepted any deposit from the public during the financial year 2024-25. No amount on account of
principal or interest on deposit from public was outstanding as on the date of the balance sheet.

DEBENTURE AND DEBENTURE TRUSTEES

The Company had allotted 1000 Secured, Redeemable, Non - Convertible Debentures of Rs. 10,00,000/- each at par on 4th October
2018 to the following:

a) 5 Secured, Redeemable, Freely Transferable, Non - Convertible Debentures with a face value of Rs. 10,00,000/- each on a
private placement basis to IL&FS Financial Services Limited and;

b) 995 Secured, Redeemable, Freely Transferable, Non - Convertible Debentures with a face value of Rs. 10,00,000/- each on a
private placement basis to IL&FS Infrastructure Debt Fund.

The Company and IL&FS Infrastructure Debt Fund ("IDF"), IL&FS Infra Asset Management Limited and others had entered into a
settlement agreement dated 5th May, 2023 to amicably settle the disputes inter-alia relating to default in payment obligations of
995 Secured, Redeemable, Non-convertible Debentures (NCDs) of Face Value of Rs 10,00,000/- each.

The Company had appointed a debenture trustee for the aforesaid transaction. The detail of debenture trustee is given below:

Vistra ITCL (India) Limited

The IL&FS Financial Centre, Plot C-22 / G Block, Bandra Kurla Complex, Bandra (East) Mumbai - 400051. Tel: [phone].

ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

During the year under review, the Company has not entered into any one-time settlement with Banks or Financial Institutions.
Hence, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

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

There are no material changes or commitments that have occurred between the end of the financial year and the date of this Report.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place a satisfactory internal control system to ensure proper recording of financial and operational information
and to exercise proper and timely compliance of all regulatory and statutory compliances as applicable to the Company.

The Internal Audit of the various operations of the Company is periodically conducted by an outside agency which submits its report
to the Audit Committee of the Board of Directors of the Company. The Audit Committee takes the same into consideration for the
purpose of evaluation of Internal Financial Controls in the Company.

The Company has in place a process to inform the Board about the risk assessment and minimization procedures. It has an
appropriate Risk Management system in place for identification and assessment of risks, measures to mitigate them, and
mechanisms for their proper and timely monitoring and reporting. Presently, Regulation 21 of the SEBI LODR with respect to Risk
Management Committee is not applicable to your Company. Committee of the Board of Directors of the Company monitors and
reviews the risks associated with the Company''s business operations and manages them effectively in accordance with the risk
management system of the Company. However, the Board has constituted Risk Management Committee for monitoring and
reviewing of the risk assessment, mitigation and risk management plan from time to time. As on 31st March, 2025, the Committee
comprises of Mr. Debasish Lahiri, Mr. Lakshman Singh and Mr. Chandan Mitra. Mr. Debasish Lahiri was the Chairman of the
Committee.

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and
completeness of the accounting records, and timely preparation of reliable financial disclosures.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures, If any;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial
year and of the profit and loss of the company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively;

vi) the Directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

BOARD MEETINGS

During the year ended 31st March 2025, Four Board Meetings were held as follows, the details of which are given in the Corporate
Governance Report:

27th May 2024, 13th August 2024, 12th November 2024 and 14th February 2025.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year, a separate meeting of the Independent Directors was held on 12th February 2025 in terms of requirements of
Schedule IV of the Companies Act, 2013, without the attendance of non-independent directors and members of management. The
evaluation process prescribed in paragraph VII of Schedule IV to the Act was carried out at the said Meeting.

REPORT ON CORPORATE GOVERNANCE

In terms of requirements of Regulation 34(3) of the Listing Regulations, a Report on Corporate Governance and the Auditors''
Certificate regarding Compliance to Corporate Governance requirement are attached as Annexure II and Annexure III respectively
and form part of this Report.

BOARD EVALUATION

Pursuant to provision of the Act and the Listing Regulation and based on Policy devised by the Nomination and Remuneration
Committee (NRC), the formal evaluation of the performance of the Independent Directors, Non - Independent Directors,
Chairperson and the Board of Directors as a whole and all Board Committees was carried out by the Board at its meeting held on
14th February 2025 for the financial year ended 31st March, 2025 in accordance with the relevant provisions of Section 134 of the
Act read with the Rule related thereto and Section 178 of the Act and Schedule IV to the Act and also in accordance with the
guidance note issued by the Securities and Exchange Board of India (''SEBI'') vide its circular No. SEBI/HO/CFD/CIR/P/2017/004 dated
5th January, 2017 and the same was found to be satisfactory.

The Board performance was evaluated based on inputs received from all Directors after considering criteria such as Board
Composition and structure, effectiveness of Board and information provided to the Board etc.

The performance of the committees was evaluated by the Board of the Directors based on inputs received from all the committee
members after considering criteria such as composition and structure of committees, effectiveness of committee meetings etc.

BOARD OF DIRECTORS

The Board of Directors of the Company comprised of 6 Directors as on 31st March 2025 of whom two are Independent Directors
including two Woman Directors.

During the year under review, Mrs Ishita Ray (DIN: 10342735), Non-Executive Director resigned from the Board w.e.f. 4th April, 2024.
Mr Bharat Bhatt (DIN: 10330991), Non-Executive Independent Director resigned from the Board w.e.f. 5th April, 2024. Mr Sukesh
Dolui (DIN: 10511602) was appointed as Non-Executive Director w.e.f. 3rd April, 2024 and resigned from the Board w.e.f. 2nd
October, 2024. Mr. Tabrez Ahmed (DIN: 10570558) was appointed as Non-Executive Independent Director w.e.f. 3rd April, 2024 and
resigned from the Board w.e.f. 2nd October, 2024. Mr Suvrakanta Mukhopadhyay (DIN: 10506630) was appointed as Non-Executive
Director w.e.f. 2nd October, 2024 and resigned from the Board w.e.f. 28th March, 2025. Mr. Bhaskar Chandra Chandra (DIN:
10791250) was appointed as Non-Executive Independent Director w.e.f. 2nd October, 2024 and resigned from the Board w.e.f. 22nd
October, 2024. Mr. Tapas Guha (DIN: 10812348) was appointed as Non-Executive Independent Director w.e.f. 21st October, 2024
and resigned from the Board w.e.f. 28th March, 2025. Mrs. Lopamudra Chatterjee (DIN: 10818895) appointed as Non-Executive
Director w.e.f. 25th March, 2025 and Mr Ashim Kumar Mookherjee (DIN: 10890238) appointed as Non-Executive Independent
Director w.e.f. 25th March, 2025. The approval of the shareholders towards such appointments were obtained by way of postal
ballot notice dated 27th May, 2024, 12th November, 2024 and 4th April, 2025.

After the closure of the financial year Mr Amit Dey (DIN: 10711536) was appointed as Non-Executive Directors w.e.f 29th July, 2025
and Mr Debasish Lahiri (DIN: 09451354) resigned from the Board w.e.f. 29th July, 2025. Mrs Sonali Datta Sarkar (DIN: 10078851) was
appointed as Non-Executive Directors w.e.f 13th August, 2025 and Mr Tabrez Ahmed (DIN: 10570558) was also appointed as
Non-Executive Independent Director w.e.f. 13th August, 2025.

In accordance with provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 (''the
Act''), Mrs. Lopamudra Chatterjee (DIN: 10818895) will retire by rotation at the forthcoming Annual General Meeting and being
eligible, offers herself for re-appointment.

A certificate of Non-Disqualification of Directors furnished by M/s. Vidhya Baid & Co., Company Secretaries as required under
Regulation 34(3) read with Schedule V Para C sub-clause 10(i) of SEBI (LODR) Regulations, 2015 is Annexed as Annexure IV.

All the Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in terms
of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that all of them fulfill all the conditions specified in
the Act making them eligible to continue to act as Independent Directors of the Company.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and
proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

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

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, following are the key managerial personnel of the Company:

1. Mr Sudipta Chakraborty, Manager and Chief Financial Officer of the Company.

2. Mr Sk Javed Akhtar, Company Secretary & Compliance Officer of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of
India.

COMMITTEES OF THE BOARD

As on 31st March 2025, the Board had three committees namely Audit Committee, Nomination and Remuneration Committee and
the Stakeholders Relationship Committee. All the Committees consist of optimum number of independent directors.

During the year there was no instances where the Board of Directors of the Company had not accepted any recommendation of the
Committees.

A detailed note on the Composition of the Committees is provided in the Corporate Governance Report.

AUDIT COMMITTEE

As on 31st March 2025, the Audit Committee of the Board of Directors of the Company consisted of Mr. Ashim Kumar Mookherjee
and Ms. Lyla Cherian, Non - Executive Independent Directors and Mr. Chandan Mitra, Non - Executive Non - Independent Director.
Mr. Ashim Kumar Mookherjee is the Chairperson of the Committee.

All Members of the Committee possess strong knowledge of accounting and financial management. The Company Secretary is the
Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit

observations and corrective actions as may be required and taken by the management are presented to the Audit Committee.
During the year ended 31st March, 2025 there were no instance where the Board of Directors of the Company had not accepted the
recommendations of the Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a vigil mechanism/whistle blower policy the details of which are available on the Company''s website
www.wmtea.com. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues
concerning the interests of the employees and the Company.

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

The particulars required to be furnished in this regard are given in the terms of reference of the Nomination and Remuneration
Committee as specified under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations as mentioned
in the attached Report on Corporate Governance and also in the Remuneration Policy of the Company attached as Annexure V to
this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are disclosed in the notes to the
financial statements for the year ended 31st March, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no material significant transaction with the related party made by the Company during the year 2024-25.

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm''s
length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to your Company.

The Company has formulated a Related Party Transaction Policy and the same is disclosed on the website of the Company and can
be accessed at www.wmtea.com.

STATUTORY AUDITORS

M/s V. Singhi & Associates, Chartered Accountants, the Statutory Auditors of the Company have been appointed at the Seventy First
Annual General Meeting of the Company held on 20th September, 2022 to hold office till the conclusion of the Seventy Sixth Annual
General Meeting of the Company to be held in the year 2027.

STATUTORY AUDIT REPORT

In the Auditors Report dated 28th May, 2025, the Auditors have given Qualified Opinion in relation to the Standalone and
Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2025. The basis for qualified opinion and
Board''s response in relation to the said opinion are as under:-

Sl. No.	Audit Qualification					Management''s Response
(a)		Non-recognition of Interest Expense The Auditor drawn attention to Note 47 of the Standalone Financial Statement relating to non-recognition of interest expense on secured borrowings from financial institutions and unsecured inter-corporate borrowings. As the matter is under dispute / negotiation, the Company has neither recognized nor ascertained any finance cost on such secured borrowings for the period given hereunder:				As the Company is under re-structuring process and is in continuous dialogue with the lenders with regard to it, the Board of Directors has decided not to recognize interest expense on its borrowings for the current period in the Audited Financial Results as the same is unascertainable at present.
		Sl. No.	Name of the Secured Lender	Period for which interest has not been provided for
		1	InCred Financial Services Limited (formerly KKR India Financial Services Private Limited)	From August, 2019 upto March, 2025
		2	HDFC Bank Limited	From April, 2021 upto March, 2025

Sl. No.	Audit Qualification	Management''s Response
	Interest expense on unsecured inter-corporate borrowings amounting to Rs. 4,64,188 thousand for the year ended 31st March, 2025 including Rs. 1,06,766 thousand for the quarter ended on that date has not been recognised by the Company. As a result, finance cost, liability on account of interest and total Comprehensive loss is understated to that extent. Further, penal/compound interest and other adjustments in respect of borrowings have not been recognised and amount payable to the lenders and other parties in this respect are lacking confirmation from respective parties and consequential reconciliation. Pending final determination of amounts with respect to these, adjustments and impacts arising therefrom have not been ascertained and as such cannot be commented upon by us. This constitutes a departure from the requirements of Indian Accounting Standard 109 "Financial Instruments" and accrual basis of accounting.
(b)	Default in repayment of principal and interest The Auditor drawn attention to Note 48 of the Standalone Financial Statement with respect to default in repayment of Principal and Interest on Non-Convertible Debentures issued to IL&FS Financial Services Limited and subsequent settlement agreed upon. In earlier years, Security provided by the Company by way of mortgage/pledge of certain properties with the Debenture Trustee against issue of above debentures have been invoked by the Debenture Trustee from time to time. The Management has ascertained and decided to adjust disposal proceeds and payment made as per the settlement agreement from the outstanding value of debentures and estimated interest as per the repayment schedule. We are unable to ascertain the effect of the same as of now due to the lack of requisite confirmations and pending reconciliations.	The company and IL&FS Infrastructure Debt Fund (IDF) and IL&FS Infra Asset Management Limited have entered into a settlement agreement dated 05th May, 2023 for settlement of Debt. Pursuant to the agreement entered, the claim made by them have been settled during the year ended 31st March 2024 and the Land owned by another company has been acquired by Vistra (ITCL) India Limited - Security Trustee under SARFESI Acquisition Act, 2002. In terms of the settlement agreement, no claim lies against and the company''s obligation have been fully absolved.
(c)	Default in payment of interest and repayment of principal of secured and unsecured loans The Auditor drawn attention to Note No 47(c), 47(d), 52, 53 and 54 of the Financial Statement with respect to default in payment of interest and repayment of principal of Loan borrowed from secured and unsecured lenders of the Company.	The company is in dialogue with the lenders for settlement of their dues. Hence the amount is not ascertainable, so the same has not been paid. The cases where we have ascertained the amount, those are being paid by the company either partly or fully.
(d)	Recognition of Deferred Tax Assets The Auditor drawn attention to Note 31 (c) of the Standalone Financial Statements where the Management has considered recognition of deferred tax assets amounting to Rs. 14,03,564 thousand as at 31st March, 2025 assuming virtual certainty supported by convincing evidence that sufficient future taxable income would be available against which such assets can be realised. Considering the management''s assessment of going concern assumption in the Standalone Financial Statements, the condition of reasonable certainty for recognizing the deferred tax assets as per Ind AS 12 "Income Taxes" has not been met. Consequently, deferred tax assets are overstated and total comprehensive loss for the year ended 31st March, 2025 is understated to that extent.	The Company is taking all measure to recuperate by interalia, recovering its loans and Interest from its borrower and achieve to the extent possible the reversal of the NPA and entering into One Time Settlements (OTS) with its lenders and generally improving its business conditions etc. Hence the board is of the view, that once the company revives and settle the dues it would be having sufficient profits against which it would be able to utilize the deferred tax assets.

Sl. No.	Audit Qualification	Management''s Response
(e)	Balances of receivables, unsecured and secured loan creditors and their balance confirmations. The Auditor drawn attention to Note 33 to the Standalone Financial Statements, relating to trade and other receivables and liabilities including those payable to loan creditors lacking reconciliation and confirmation. Non-determination/ recognition of amount payable in respect of claims pursuant to the undertaking executed between the company and the lenders in respect of certain group companies regarding company''s obligation in respect of the settlement arrived at with corporate lenders. Pending determination of the company''s obligation and finalization of terms and conditions following the agreement arrived at with the parties, adjustments to be made in this respect are currently not ascertainable and as such cannot be commented upon by us.	The Company is in disagreement with regard to interest charged and is in conversation for waiver / reduction of interest. Hence, it is not quantifiable at this point of time. Once it is finalized the balance confirmations can be provided.
(f)	Material Uncertainty related to Going Concern The Auditor drawn attention to Note 46 of the Standalone Financial Statements with respect to material uncertainty related to Going Concern. The Company has defaulted in repayment of borrowings to its financial institutional lenders and others. In view of the Management, the Company would be able to improve its net working capital position to discharge its current and non-current financial obligations. However, in view of the uncertainties involved, these events and conditions indicate a material uncertainty which may cast a significant doubt on the Company''s ability to continue as a going concern. Accordingly, the use of going concern assumption of accounting in preparation of this Statement is not adequately and appropriately supported as per the requirements of Indian Accounting Standard 1 "Presentation of Financial Statements".	The company is taking all measures to recover its loans from its Borrowers and entering into One Time Settlement (OTS) with its lenders. The company has already entered into settlement with IL& FS, SREI & Kotak Bank. Under such circumstances the company is assured to improve its working and therefore the Going Concern status of the company is not believed to be compromised at this point of time.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board has appointed Messrs. MKB & Associates, Company Secretaries to conduct the
Secretarial Audit of the Company for the year ended 31st March 2025. The Secretarial Auditors'' Report is attached to this Report as
Annexure VIand forms part of the Directors'' Report.

There are certain qualifications or reservations or adverse remarks made by the Secretarial Auditors in their Report and the response
of the Company to the same is as under:-

a. Mr. Lakshman Singh, Mr. Chandan Mitra, Mr. Debasish Lahiri and Ms. Lyla Cherian, the directors of the Company have been
disqualified to become directors under Section 164(2) of the Companies Act, 2013 with effect from 30th September, 2022.

We would like to state that that Company had failed to redeem its Non-convertible Debentures (NCDs) on due date being
30th September, 2021 and the period of one year expired on 30th September, 2022. Accordingly, Mr. Lakshman Singh, Mr.
Chandan Mitra, Mr. Debashish Lahiri and Ms. Lyla Cherian, the directors of the Company have been disqualified to become
directors under Section 164(2)(b) of the Companies Act, 2013. However, during the financial year a settlement agreement
dated 5th May, 2023 was entered between the Company and IL&FS Infrastructure Debt Fund, IL&FS Infra Asset Management
Limited and others.

b. The Company has appointed Mr. Tabrez Ahmed (DIN: 10570558) and Mr. Tapas Guha (DIN: 10812348) as the Independent
Directors of the Company through Ordinary Resolution of the Shareholders of the Company.

We would like to state that the votes cast in favour of the resolution exceed the votes cast against the resolution and the
votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution and thus the
appointment of Mr Tabrez Ahmed and Mr. Tapas Guha as an independent director is deemed to have been passed in
compliance of applicable Regulations of SEBI (LODR) Regulations, 2015.

c. The Shareholding Pattern for the quarter ended June, 2024 has been uploaded on Stock Exchange with a delay of 1 (one)
day. The said delay occurred due to non-receipt of Benpos from the Depository. The Depository withheld the Benpos due to
non-receipt of its fees.

We would like to state that the default occurred due to non-receipt of Benpose from the Depository. The Depository
withheld the Benpose due to non-receipt of its fees.

d. The Company has conducted Non-Banking Financial Activities without a valid Certificate of Registration (CoR) from the
Reserve Bank of India as per the RBI Act, 1934.

We would like to state that the Company received the Notice No. KOL. DOS. RSG. NO. S949/03.03.008/2022-23 dated July 04,
2022 from the Reserve Bank of India (RBI) for surrender of original certificate of Registration pursuant to an order dated June
29, 2022 passed by RBI for cancellation of certificate of Registration No. N.05.05534 dated March 31, 2003 issued to the
Company for Non- Banking Financial Company under Section 45-IA(6) of the Reserve Bank of India Act, 1934. In this regard
the company filed an appeal before the Appellate Authority for NBFC, Ministry of Finance against the said order which was
rejected vide order dated May 04, 2023.

The Company has filed writ petition dated January 04, 2024 in the Hon''ble High Court of Calcutta against the rejection order
of appellate authority.

FRAUD REPORTING BY AUDITORS

During the year under review, no instances of fraud has been reported to the Audit Committee under Section 143(12) of the
Companies Act, 2013 against the Company by its officers or employees, the details of which would need to be mentioned in the
Board''s Report neither by the Statutory Auditors nor the Secretarial Auditors.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an Audit of all the applicable compliances as per the SEBI Regulations and Circulars/Guidelines issued
thereunder.

The Annual Secretarial Compliance Report issued by a Practising Company Secretary (PCS) has been submitted to the Stock
Exchanges within the stipulated time pursuant to regulation 24A of SEBI (LODR) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31,2025 is available
on the Company''s website on Form_MGT_7_2024-25.pdf (www.wmtea.com)

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135(5) of the Companies Act, 2013, certain class of companies are required to spend at least 2% of Average Net
Profits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. Your
Company had a net loss of Rs. 181.39 Crores during the financial year ended 31st March, 2025 and there was no Average Net Profit
during the above period computed in terms of Section 198 of the Act, and hence the Company was not required to make
expenditure in CSR Activities. A report on CSR activities voluntarily undertaken by the Company during the year is attached as
Annexure VII.

The Company however, has constituted a CSR Committee and adopted a CSR Policy which can be accessed at www.wmtea.com. The
Corporate Social Responsibility Committee of the Board as on 31st March, 2025 consisted of 3 Directors, namely, Mr. Ashim Kumar
Mookherjee and Ms. Lyla Cherian, Non - Executive Independent Directors and Mr. Debasish Lahiri, Non - Executive Non -
Independent Director. Mr. Ashim Kumar Mookherjee is the Chairperson of the Committee.

PARTICULARS OF EMPLOYEES

The relevant particulars required to be furnished pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Personnel) Rules, 2014 in this regard are attached as Annexure VIII to this Report.

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

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

PREVENTION OF INSIDER TRADING

Your Company has adopted and implemented a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015. All Directors, employees and other designated persons, who could have access to
unpublished price sensitive information of the Company are governed by this code.

The trading window regarding dealing with equity shares of the Company is duly closed during declaration of financial results and
occurrence of any other material event as per the code. During the year under review there has been due compliance with the code.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant or material order passed by the regulators or courts or tribunals impacting
the going concern status and the Company''s operations in future.

However, the Hon''ble High Court at Calcutta vide judgment and order dated 26 February 2021 in I.A. G.A. 1 of 2019 (T.A. No. 12 of
2019/G.A. 2174 of 2019) with C.S. No. 177 of 2019 in IL & FS Financial Services v/s Aditya Khaitan & Ors., has, inter alia, restrained the
Company from transferring, alienating or encumbering any of its assets till the disposal of the suit. The commercial suit is presently
pending before the High Court. The written statement on behalf of the Company has been filed.

The Hon''ble High Court of Delhi at New Delhi vide its ex-parte, interim order in O.M.P.(I) (COMM.) 459/2019 in KKR India Financial
Services Limited & Anr. Vs. Williamson Magor & Co. Limited & Ors., has, inter-alia, restrained the Company from selling, transferring,
alienating, disposing, assigning, dealing or encumbering or creating third party rights on their assets. Arbitration proceedings under
the aegis of ICC was initiated by InCred Financial Services Limited (formerly KKR India Financial Services Limited). The proceedings
have been concluded, and the matter is reserved for passing award. In the meantime, parties have been given liberty to apprise the
Tribunal of any settlement if arrived in the meantime.

The Company received the Notice No. KOL. DOS. RSG. NO. S949/03.03.008/2022-23 dated July 04, 2022 from the Reserve Bank of
India (RBI) for surrender of original certificate of Registration pursuant to an order dated June 29, 2022 passed by RBI for cancellation
of certificate of Registration No. N.05.05534 dated March 31, 2003 issued to the Company for Non- Banking Financial Company
under Section 45-IA(6) of the Reserve Bank of India Act, 1934. In this regard the company filed an appeal before the Appellate
Authority for NBFC, Ministry of Finance against the said order which was rejected vide order dated May 04, 2023.

The Company has filed writ petition dated January 04, 2024 in the Hon''ble High Court of Calcutta against the rejection order of
appellate authority.

Members'' attention is also invited to Notes on Contingent Liabilities, in the notes forming part of the Financial Statements.

Since the Financial Year 2018-19 the Company''s economic health declined due to a great portion of its Loan Assets turning into Non
Performing Assets (''NPA'') as per the norms of the RBI. Further, the Company had provided security in respect of the borrowing of
some of its Group Companies (''the Borrowers'') by pledging a lot of the Company''s investments in Shares in companies (''the Shares'').
As the Borrowers defaulted, the Lenders invoked the pledge by disposing of the Shares at any price they fetched. This ultimately
affected the financials of the Company on account of loss of revenue from those investments and cast adverse effect on its Net
Owned Fund. The fixed overhead expenses added to the negative value of the Net Owned Fund.

The Company is taking all measures to recuperate by, inter alia, recovering its loans with interests (so long remaining unrecoverable)
from its Borrowers and achieve to the maximum extent possible (if not fully) the reversal of the NPA by means of, striking One Time
Settlements (OTS) with its Lenders and thereby reducing the interest liability and generally improving its business conditions, etc.
Under such circumstances, the Company is self-assured to improve its workings. In the opinion of the Board, the Company''s going
concern status is not believed to be threatened at this stage.

STATE OF COMPANY''S AFFAIR

The Company''s main business being investment in shares and securities, the Management regularly monitors the changing market
conditions and trends. There is no change in the nature of business of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company is committed to provide a safe and conducive work environment to all its employees and associates and has zero
tolerance towards sexual harassment at workplace. The Company has adopted the policy against Sexual Harassment of Women at
Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees including permanent,
temporary, on training and on contract basis at all the workplace within the company, which are based on the fundamental
principles of justice and fair play.

Statement of Complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

(a) the number of complaints of sexual harassment received in the year : Nil

(b) the number of complaints disposed off during the year : N.A.

(c) the number of cases pending for more than 90 days : Nil

A STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961
[Disclosure made in accordance with the Companies (Accounts) Second Amendment Rules, 2025, notified by MCA on May
30, 2025]

The Board affirms that the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable
laws, including the Maternity Benefit Act, 1961, and in alignment with internal human resource protocols. The policy is designed to
support the health, well-being, and work-life balance of women employees during and after pregnancy.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

The Company has a Directors and Officers Liability Insurance Policy which protects Directors and Officers of the Company for any
breach of fiduciary duty.

GREEN INITIATIVES

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 74th AGM are sent to all
members whose email addresses are registered with the Company /Registrar/Depository Participant(s).

As per SEBI Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 03, 2024 the requirement of sending physical
copies of annual report to those shareholders who have not registered their email addresses has been dispensed with for Listed
Entities who would be conducting their AGMs within 30th September 2025. In this respect the physical copies are not being sent to
the shareholders. The copy of the same would be available on the website: www.wmtea.com. The initiatives were taken for asking
the shareholders to register or update their email addresses.

The Company is providing e-voting facility to all its Members to enable them to cast their votes electronically on all resolutions set
forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

DMP Vanijya Private Limited, Vishnu Infracomplex Pvt. Limited and Vishnu Solutions Pvt. Limited have filed applications before
National Company Law Tribunal (NCLT), Kolkata for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency and
Bankruptcy Code, 2016 which are being contested by the Company.

COST RECORDS AND COST AUDIT

Maintenance of Cost Records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies
Act 2013 are not applicable for the business activities carried out by the Company.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation
received from the banks and other authorities. The Board of Directors also thank the employees of the Company for their valuable
service and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support
received from the shareholders of the Company.

For and on behalf of the Board

Ashim Kumar Mookherjee
(Director)
DIN:10890238

Lopamudra Chatterjee

Place: Kolkata (Director)

Date: 13^th August, 2025 ^{DIN: 10818895}

---

Mar 31, 2024

The Directors present the Annual Report with the Audited Financial Statements of your Company for the year ended 31st March, 2024. FINANCIAL RESULTS

The Financial Results ofthe Companyfortheyearended 31st March 2024aresummarized below:

(^''000)

	2023-24	2022-23
Revenuefrom Operations	28,899	30,569
Other Income	28,796	5,35,179
Total Revenue	57,695	5,65,748
Profit/(Loss) before Finance Costs, Depreciation and Exceptional Items and Taxation	(3,63,666)	2,33,946
Less: Finance Costs	30,255	1,01,829
Less: Depreciation and Amortization Expenses	28	106
Profit/(Loss) before Exceptional Items and Tax	(3,93,949)	1,32,011
Less: Exceptional Items	-	-
Profit/(Loss) before tax	(3,93,949)	1,32,011
Tax Expenses
Current Tax	-	(11,026)
Deferred Tax	1,10,285	(28,150)
Profit/(Loss) for the year	(5,04,234)	1,71,187

OPERATIONS

During the year under review, the total revenue earned by the Company was much lower at Rs. 5.77 crores as against 56.57 crores earned in the previous year due to decrease in other income. While the finance costs during the year much lower to Rs. 3.02 crores as against Rs. 10.18 crores incurred in the previous year which is mainly due to reduction of interest on Debt Securities to Nil as against 9.78 crores incurred in previous year. In view ofthe above, the net loss of your Company during the year at Rs. 50.42 crores against profit of Rs. 17.11 crores in the previous year.

SHARECAPITAL

The Authorised Share Capital of your Company as on March 31,2024, stood at Rs. 25,00,00,000 divided into 2,37,50,000 Equity Shares of Face Value Rs.10/- each and 1,25,000 Preference Shares of Rs. 100/- each. The Issued, Subscribed and the Paid-Up Equity Share Capital of the Companystood at Rs. 10,95,63,600divided into 1,09,56,360 EquityShares ofFace Value Rs.10/- each.There has been nochangein theShare Capital ofthe Company during the period under review.

DIVIDEND

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

The Board has not transferred any amount to the General Reserve for the year ended 31st March, 2024 due to losses incurred. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In termsoftheSecurities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015,aManagement Discussion and Analysis Report is attached as Annexurelandforms part ofthis Report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

During the year under review, the Company does not have any Subsidiaries. However, the Company had two associate companies and one joint venture company as follows:-

i) Majerhat Estates & Developers Limited - Associate Company

ii) Williamson Financial Services Limited - Associate Company

iii) D1 Williamson Magor Bio Fuel Limited-JointVentureCompany

D1 WILLIAMSON MAGOR BIO FUEL LIMITED

The operation of D1 Williamson Magor Bio Fuel Limited (D1WML) being un-economical, D1WML has suspended all its projects in view of which the Companyhas made provision in its Accountagainst its entire investment in D1WML.

CONSOLIDATED FINANCIAL STATEMENTS AND AUDITORS'' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

As required under Section 129(3) of the Companies Act, 2013, Consolidated Financial Statements of the Company, its two Associate Companies and one Joint Venture Company as mentioned above prepared in accordance with the applicable Accounting Standards issued by the InstituteofChartered Accountants of India and theAuditors'' Reporton theConsolidated Financial Statementsareappended in theAnnual Report.

A statement containing the salient features of the financial statements of the Company''s aforesaid two Associate Companies and one Joint Venture Company pursuant to the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 prepared in Form AOC-1 is attached to the financial statements ofthe Companyfor your information.

DEPOSIT

The Company neither invited nor accepted any deposit from the public during the financial year 2023-24. No amount on account of principal or intereston depositfrom public wasoutstanding ason thedate ofthe balance sheet.

DEBENTURE AND DEBENTURE TRUSTEES

The Company had allotted 1000 Secured, Redeemable, Non - Convertible Debentures of Rs. 10,00,000/- each at par on 4th October 2018 to thefollowing:

a) 5 Secured, Redeemable, Freely Transferable, Non - Convertible Debentures with a face value of Rs. 10,00,000/- each on a private placement basis to IL&FS Financial Services Limited and;

b) 995 Secured, Redeemable, Freely Transferable, Non - Convertible Debentures with a face value of Rs. 10,00,000/- each on a private placement basis to IL&FS Infrastructure Debt Fund.

The Companyhad appointed a debenturetrusteefortheaforesaid transaction.Thedetail ofdebenturetrustee is given below:

Vistra ITCL (India) Limited

The IL&FS Financial Centre, Plot C-22/G Block, Bandra Kurla Complex, Bandra (East) Mumbai - 400051.Tel:[phone].

ONE-TIME SETTLEMENT WITH ANY BANKOR FINANCIAL INSTITUTION

During the year under review, the following one-time settlement was entered with Bank or Financial Institution:

• The Company and IL&FS Infrastructure Debt Fund ("IDF"), IL&FS Infra Asset Management Limited and others have entered into a settlement agreement dated 5th May, 2023 to amicablysettlethe disputes inter-alia relating to default in paymentobligations of995 Secured, Redeemable, Non-convertible Debentures (NCDs) of Face Value of Rs 10,00,000/- each.

• TheCompanyand Aditya Birla Finance Limited (ABFL) and others haveentered into Terms ofSettlementand Consent Term dated 7th June, 2023 to amicably settle the disputes with ABFL in the matter inter-alia relating to Compulsorily Convertible Preference Shares (CCPS) of McNally Bharat Engineering Company Limited (MBECL) of Rs. 70 Crores subscribed by ABFL with "Put Option" obligations on the Company.

• The Company and Kotak Mahindra Bank Limited ("KMBL") have entered into a settlement agreement dated 26th December, 2023 to amicablysettlethedisputes inter-alia relating to default in paymentobligationsoftheoutstandingdues in regard to the put-option agreement dated 12th April, 2018 executed between the Company and KMBL.

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

Thereare no material changesorcommitments that haveoccurred between the end ofthefinancial yearand thedate ofthis Report. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place a satisfactory internal control system to ensure proper recording of financial and operational information and to exercise proper and timely compliance of all regulatory and statutory compliances as applicable to the Company.

The Internal Audit of the various operations ofthe Company is periodically conducted by an outside agency which submits its report to the Audit Committee of the Board of Directors of the Company. The Audit Committee takes the same into consideration for the purpose of evaluation of Internal Financial Controls in the Company.

The Company has in place a process to inform the Board about the risk assessment and minimization procedures. It has an appropriate Risk Management system in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timelymonitoring and reporting. Presently, Regulation 21 oftheSEBI LODRwith respect to RiskManagementCommittee is not applicable to your Company. Committee of the Board of Directors of the Company monitors and reviews the risks associated with the Company''s business operations and manages them effectively in accordance with the risk management system of the Company. However, the Board has constituted Risk Management Committee for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. As on 31st March, 2024, the Committee comprises of Mr. Debasish Lahiri, Mr. Lakshman Singh and Mr. Chandan Mitra. Mr. Debasish Lahiri is the Chairman ofthe Committee.

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparationof the annual accounts,the applicable accountingstandardshadbeenfollowedalongwithproperexplanation relating to material departures, Ifany;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit andlossofthe company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi) the Directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS

During the year ended 31st March, 2024, Six Board Meetings were held as follows, the details of which are given in the Corporate Governance Report:

2nd May, 2023,29th May, 2023,11th August 2023,9th November 2023,26th December, 2023 and 7th February 2024.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During theyear,aseparate meeting ofthe Independent Directors was held on 29th March 2024in terms ofrequirements ofSchedule IV of the Companies Act, 2013, without the attendance of non-independent directors and members of management. The evaluation process prescribed in paragraph VII ofSchedule IVto theAct was carried outatthesaid Meeting.

REPORT ON CORPORATE GOVERNANCE

In terms of requirements of Regulation 34(3) of the Listing Regulations, a Report on Corporate Governance and the Auditors'' Certificate regarding Compliance to Corporate Governance requirement are attached as Annexure II and Annexure III respectively and form part of this Report.

BOARD EVALUATION

Pursuantto provision oftheAct and the Listing Regulation and based on Policydevised by the Nomination and Remuneration Committee (NRC),theformal evaluation ofthe performanceofthe Independent Directors, Non - Independent Directors,Chairperson and the Board of Directors as a whole and all Board Committees was carried out by the Board at its meeting held on 27th May 2024 for the financial year ended31st March, 2024 in accordance with the relevant provisions ofSection 134 ofthe Act read with the Rule related thereto and Section 178 of the Act and Schedule IV to the Act and also in accordance with the guidance note issued by the Securities and Exchange Board of India (''SEBI'') vide its circular No. SEBI/H0/CFD/CIR/P/2017/004 dated 5th January, 2017 and the same was found to be satisfactory.

The Board performance was evaluated based on inputs received from all Directors after considering criteria such as Board Composition and structure, effectiveness of Board and information provided to the Board etc.

The performanceofthe committees wasevaluated by the Board ofthe Directors based on inputs receivedfrom all thecommittee members after considering criteria such as composition and structure ofcommittees, effectiveness ofcommittee meetings etc.

BOARD OF DIRECTORS

The Board of Directors ofthe Company comprised of6Directors as on31st March 2024 ofwhom twoare Independent Directors including two Woman Directors.

During the year under review, Mrs Rekha Mukherjee (DIN: 09663627), Non-Executive Director resigned from the Board w.e.f. 4th April, 2023. Mrs Sadhana Mukherjee (DIN: 09762378), Non-Executive Independent Director resigned from the Board w.e.f. 11th April, 2023.

Further, Mrs Madhumita Singh Bhasin (DIN: 10078878) was appointed as Non-Executive Director w.e.f. 25th April, 2023 and resigned from the Board w.e.f. 20th October, 2023. Mr. Neville Allen Betreen (DIN: 09774939) was appointed as Non-Executive Independent Director w.e.f. 15th May, 2023 and resigned from the Board w.e.f. 1st November, 2023. Mrs Ishita Ray (DIN: 10342735) was appointed as Non-Executive Director w.e.f. 18th October, 2023 and resigned from the Board w.e.f. 4th April, 2024. Mr. Bharat Bhatt (DIN: 10330991) was appointed as Non-Executive Independent Director w.e.f. 18th October, 2023 and resigned from the Board w.e.f. 5th April, 2024.

After the closure of the financial year Mr. Sukesh Dolui (DIN: 10511602) was appointed as Non-Executive Director w.e.f. 3rd April, 2024 and Mr Tabrez Ahmed (DIN: 10570558) was appointed as Non-Executive Independent Director w.e.f. 3rd April, 2024. The approval of the shareholders towards such appointments were obtained by way of postal ballot - notices dated 29th May 2023,9th November, 2023 and 27th May, 2024.

In accordance with provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 (''the Act''), Mr. Sukesh Dolui (DIN: 10511602) will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

A certificate of Non-Disqualification of Directors furnished by M/s. Vidhya Baid & Co., Company Secretaries as required under Regulation 34(3) read with ScheduleVPara C sub-clause 10(i) ofSEBI (LODR) Regulations, 2015 is Annexed as AnnexurelV.

All the Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in terms of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that all of them fulfill all the conditions specified in the Act making them eligible to continue to act as Independent Directors ofthe Company.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 ofthe Companies (Accounts) Rules, 2014(as amended).

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

KEY MANAGERIAL PERSONNEL

Pursuantto Section 203 ofthe Companies Act, 2013,following arethe keymanagerial personnel ofthe Company:

1. Mr Sudipta Chakraborty appointed as Manager and Chieffinancial Officer of the Company w.e.f. 29 May 2023.

2. MrSk Javed Akhtar, Company Secretary & Compliance Officer of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India. COMMITTEES OF THE BOARD

Ason31 March 2024,the Board had threecommittees namelyAuditCommittee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee. All the Committees consist of optimum number of independent directors.

During theyear there was no instances where the Board of Directors ofthe Company had not accepted any recommendation ofthe Committees.

A detailed note on the Composition ofthe Committees is provided in the Corporate Governance Report.

AUDIT COMMITTEE

As on 31 March 2024, the Audit Committee ofthe Board of Directors ofthe Company consisted of Mr. Bharat Bhatt and Ms. Lyla Cherian, Non - Executive Independent Directors and Mr. Chandan Mitra, Non - Executive Non - Independent Director. Mr. Bharat Bhatt is the Chairperson ofthe Committee.

All Members ofthe Committee possess strong knowledge of accounting and financial management. The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the managementare presented to theAudit Committee. During theyearended 31st March, 2024 there were no instance where the Board of Directors of the Company had not accepted the recommendations of the Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a vigil mechanism/whistle blower policy the details of which are available on the Company''s website www.wmtea.com.The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests ofthe employees and the Company.

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

The particulars required to befurnished in this regard aregiven in the terms ofreferenceofthe Nomination and Remuneration Committee as specified under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations as mentioned in the attached Report on Corporate Governance and also in the Remuneration Policy of the Company attached as Annexure V to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013are disclosed inthe notes to thefinancial statementsfortheyearended 31st March, 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no material significant transaction with the related party made by the Company during the year 2023-24.

Since all Related Party Transactions entered into byyourCompanywerein the ordinarycourseof business and also on an arm''s length basis, therefore, details required to be provided in the prescribed Form AOC -2are not applicable to your Company.

The Company has formulated a Related Party Transaction Policy and the same is disclosed on the website of the Company and can be accessed at www.wmtea.com.

STATUTORYAUDITORS

M/s V. Singhi & Associates, Chartered Accountants, the Statutory Auditors of the Company have been appointed at the Seventy First Annual General Meeting of the Company held on 20th September, 2022 to hold office till the conclusion of the Seventy Sixth Annual General Meeting of the Company to be held in the year 2027.

STATUTORY AUDIT REPORT

In the Auditors Report dated 27th May, 2024, the Auditors have given Qualified Opinion in relation to the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31 March 2024. The basis for qualified opinion and Board''s response in relation to the said opinion are as under:-

SI. No.	Audit-Qualification				Management''s Response
(a)	Non-recognition of Interest Expense The Auditor drawn attention to Note 47 of the Standalone Financial Statement relating to non-recognition of interest expense on secured borrowings from financial institutions and unsecured inter-corporate borrowings. As the matter is under dispute / negotiation, the Company has neither recognized nor ascertained any finance cost on such secured borrowings for the period given hereunder				The Company is under reframing process and is in constant dialogue with the lenders with regard to restructuring. As the matter is under dispute, the Board of Directors has decided not to recognize interest expense on its borrowings for the current period in the Audited Financial Results as the same is unascertainable at present.
	SI. No.	Name of the Secured Lender	Period for which interest has not been provided for
	1	InCred Financial Services Limited (formerly KKR India Financial Services Private Limited)	From August, 2019 upto March, 2024
	2	HDFC BankLimited	From April, 2021 upto March, 2024
	Further, interest expense on inter-corporate borrowings amounting to Rs. 4,24,354 thousand for Inter-corporate borrowings for the year ended 31st March, 2024 has not been recognised by the Company. As a result, finance cost and liability on account of interest to that extent are understated and Total Comprehensive Income is overstated. This constitutes a departure from the requirements of Indian Accounting Standard 109 "Financial Instruments".
(b)	Default in repayment of principal and interest The Auditor drawn attention to Note 48 of the Standalone Financial Statement with respect to default in repayment of Principal and Interest on Non-Convertible Debentures issued to IL&FS Financial Services Limited and subsequent settlement agreed upon. In earlier years, Security provided by the Company by way of mortgage/pledge of certain properties with the Debenture Trustee against issue of above debentures have been invoked by the Debenture Trustee from time to time. The Management has ascertained and decided to adjust disposal proceeds and payment made as per the settlement agreement from the outstanding value of debentures and estimated interest as per the repayment schedule. We are unable to ascertain the effect of the same as of now.				The company and IL&FS Infrastructure Debt Fund (IDF) and IL&FS Infra Asset Management Limited have entered into a settlement agreement dated 05th May, 2023 for settlement of Debt. Part of the Settlement process has already been executed. Once the execution is fully completed the effect can be ascertained.
(c)	Recognition of Deferred Tax Assets The Auditor drawn attention to Note 31 of the Standalone Financial Statements where the Management has considered recognition of deferred tax assets amounting to Rs. 9,01,327 thousand as at 31st March, 2024 assuming virtual certainty supported by convincing evidence that sufficient future taxable income would be available against which such assets can be realised. Considering the management''s assessment of going concern assumption in the Standalone Financial Statements, the condition of reasonable certainty for recognizing the deferred tax assets as per Ind AS 12 "Income Taxes" has not been met. Consequently, deferred tax assets are overstated and total comprehensive profit for the year ended 31st March, 2024 is overstated to that extent.				The Company is taking all measure to recuperate by interalia, recovering its loans and Interest from its borrower and achieve to the extent possible the reversal of the NPA and entering into One Time Settlements (OTS) with its lenders and generally improving its business conditions etc. Once the business revives, the company would be having sufficient profits against which it would be able to utilize the deferred tax assets.

SI. No.	Audit-Qualification	Management''s Response
(d)	Balances of receivables, unsecured and secured loan creditors and their balance confirmations. The Auditor drawn attention to Note 33 to the Standalone Financial Statements with respect to certain balances, relating to trade and other receivables and liabilities including those payable to loan creditors lacking reconciliation and confirmation. Adjustments/impact in this respect are currently not ascertainable and as such cannot be commented upon by us.	The Company is in disagreement with regard to Interest charged and is in conversation for waiver / reduction of interest. Hence, it is not quantifiable at this point of time. Once it is finalized the balance confirmations can be provided.
(e)	Material Uncertainty related to Going Concern The Auditor drawn attention to Note 46 ofthe Standalone Financial Statements with respect to material uncertainty related to Going Concern.The Company has defaulted in repayment of borrowings to its financial institutional lenders and others. In view of the Management, the Company will be able to improve its net working capital position to discharge its current and non-current financial obligations. However, in view of the uncertainties involved, these events and conditions indicate a material uncertainty which may cast a significant doubt on the Company''s ability to continue asagoing concern. Accordingly, the use of going concern assumption of accounting in preparation of this Statement is not adequately and appropriately supported as per the requirements of Indian Accounting Standard 1 "Presentation of Financial Statements".	The company is taking all measures to recover its loans from its Borrowers and entering into One Time Settlement (OTS) with its lenders. The company has already entered into settlement with IL& FS. Under such circumstances the company is assured to improve its working and therefore the Going Concern status ofthe company is not believed to be compromised at this point oftime.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Messrs. MKB & Associates, Company Secretaries to conduct the Secretarial Audit of the Companyfortheyearended31st March 2024.TheSecretarial Auditors'' Report is attached to this Reportas AnnexureVI and forms part of the Directors'' Report.

There are certain qualifications or reservations or adverse remarks made by the Secretarial Auditors in their Report and the response of the Company to the same is as under:-

i. Mr. Lakshman Singh, Mr. Chandan Mitra, Mr. Debasish Lahiri and Ms. Lyla Cherian, the directors of the Company have been disqualified to become directors under Section 164(2) of the Companies Act, 2013 with effect from 30th September, 2022.

We would like to state that Company had failed to redeem its Non-convertible Debentures (NCDs) on due date being 30th September, 2021 and the period of one year expired on 30th September, 2022. Accordingly, Mr. Lakshman Singh, Mr. Chandan Mitra, Mr. Debashish Lahiri and Ms. Lyla Cherian,thedirectors ofthe Companyhave been disqualified to becomedirectors underSection 164(2)(b) of the Companies Act, 2013. However, during the financial year a settlement agreement dated 5th May, 2023 was entered between the Companyand IL&FS Infrastructure Debt Fund, IL&FS Infra Asset Management Limited and others.

ii. the Company has conducted Non-Banking Financial Activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the RBI Act, 1934.

We would like to state that the Company received the Notice No. KOL. DOS. RSG. NO. S949/03.03.008/2002-23 dated July 04, 2022 from the Reserve Bank of India (RBI) for surrender of original certificate of Registration pursuant to an order dated June 29,2022 passed by RBI for cancellation of certificate of Registration No. N.05.05534 dated March 31, 2003 issued to the Company for NonBanking Financial CompanyunderSection 45-IA(6) ofthe Reserve BankofIndia Act, 1934. In this regard thecompanyfiled an appeal before the Appellate Authority for NBFC, Ministry of Finance against the said order which was rejected vide order dated May 04,2023.

The Company has filed writ petition dated January 04, 2024 in the Hon''ble High Court of Calcutta against the rejection order of appellateauthority.

FRAUD REPORTING BY AUDITORS

During the year under review, no instances of fraud has been reported to the Audit Committee under Section 143(12) ofthe Companies Act, 2013 against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report neither by the Statutory Auditors nor the Secretarial Auditors.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an Audit of all the applicable compliances as per the SEBI Regulations and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report issued by a Practising Company Secretary (PCS) has been submitted to the Stock Exchanges within the stipulated time pursuantto regulation 24AofSEBI (LODR) Regulations, 2015.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31,2024 is available on the Company''s website on Form_MGT_7_2023-24.pdf (www.wmtea.com)

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135(5) of the Companies Act, 2013, certain class of companies are required to spend at least 2% of Average Net Profits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. Your Company had a net loss of Rs. 50.42 Crores during the financial year ended 31st March, 2024 and there was no Average Net Profit during the above period computed in terms of Section 198 ofthe Act, and hence the Company was not required to make expenditure in CSR Activities. A report on CSR activities voluntarily undertaken by the Company during the year is attached as Annexure VII.

The Company however, has constituted a CSR Committee and adopted a CSR Policy which can be accessed at www.wmtea.com. The Corporate Social ResponsibilityCommitteeofthe Board as on 31st March, 2024consisted of3 Directors, namely, Mr. Bharat Bhattand Ms. Lyla Cherian, Non - Executive Independent Directors and Mr. Debasish Lahiri, Non - Executive Non - Independent Director. Mr. Bharat Bhatt is the Chairperson ofthe Committee.

PARTICULARS OF EMPLOYEES

The relevant particulars required to be furnished pursuant to Section 197(12) ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014 in this regard are attached as Annexure VIII to this Report.

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

A statement giving details ofconservation ofenergy,technologyabsorption and foreign exchange earnings and outgo in terms of Rule 8(3) ofthe Companies (Accounts) Rules, 2014is attached as Annexure IX to this Report.

PREVENTION OF INSIDER TRADING

Your Company has adopted and implemented a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. All Directors, employees and other designated persons, who could have access to unpublished price sensitive information of the Company are governed by this code.

The trading window regarding dealing with equity shares ofthe Company is duly closed during declaration of financial results and occurrence ofany other material event as per the code. During the year under review there has been due compliance with the code.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

However, in the matter of Arbitration proceedings between Aditya Birla Finance Limited (ABFL) vs McNally Bharat Engineering Company Limited (MBECL) and others, the Sole Arbitrator, passed an Interim Award on 30 June 2020 upon the Company to perform its obligations under the Put Option Agreement dated 24 March 2018. The Company had filed an application for setting aside the award which was subsequently withdrawn as the disputes between the parties was settled.

Further, the Hon''ble High Courtat Calcuttavidejudgmentand orderdated 26 February2021 in I.A. G.A. 1 of2019 (T.A. No. 12 of2019/G.A. 2174 of 2019) with C.S. No. 177 of 2019 in IL & FS Financial Services v/s Aditya Khaitan &Ors., has, inter alia, restrained the Company from transferring, alienating or encumbering any of its assets till the disposal ofthe suit. The commercial suit is presently pending before the Hon''ble High Court. The Written Statement on behalf of the Company has been filed.

The Hon''ble High Court of Delhi at New Delhi vide its ex-parte, interim order in O.M.P.(I) (COMM.) 459/2019 in KKR India Financial Services Limited & Anr. Vs. Williamson Magor & Co. Limited & Ors., has, inter-alia, restrained the Company from selling, transferring, alienating, disposing, assigning, dealing or encumbering or creating third party rights on their assets. Arbitration proceedings under the aegis of ICC has been initiated by InCred Financial Services Limited (formerly KKR India Financial Services Limited) and the matter is currently pending.

Further, in an application under section9ofArbitration&Conciliation Act filed by KotakMahindra Bank Ltd.,an orderofinjunction has been passed by the Hon''ble Bombay High Court, inter alia, restraining the Company from transferring any of its immovable properties or assets otherwise than in theordinaryand usual courseofbusiness.Thesameorderalsodirected theCompanyto makea depositofRs 14.88 crores with the Court. Subsequently, One Time Settlement (OTS) has been entered into between Kotak Mahindra Bank Ltd. and the Company. Consent Terms dated 23 February 2024 was executed by them. The Arbitral Tribunal passed the final award in terms of the said consent terms and disposed off the Arbitration.

The Company has received the Notice No. KOL. DOS. RSG. NO. S949/03.03.008/2002-23 dated July 04,2022 from the Reserve Bank of India (RBI)forsurrenderoforiginal certificate of Registration pursuanttoan orderdatedJune29,2022 passed by RBIforcancellation ofcertificate of Registration No. N.05.05534 dated March 31,2003 issued to the Company for Non- Banking Financial Company under Section 45-IA(6) of the Reserve Bank of India Act, 1934. In this regard the company filed an appeal before the Appellate Authority for NBFC, Ministry of Finance against the said order which was rejected vide order dated May 04,2023.

The Company has filed writ petition dated January 04,2024 in the Hon''ble High Court of Calcutta against the rejection order of appellate authority.

Members'' attention is also invited to Notes on Contingent Liabilities, in the notes forming part of the Financial Statements.

Since the Financial Year 2018-19 the Company''s economic health declined due to a great portion of its Loan Assets turning into Non Performing Assets (''NPA'') as per the norms of the RBI. Further, the Company had provided security in respect of the borrowing of some of its Group Companies (''the Borrowers'') by pledging a lot of the Company''s investments in Shares in companies (''the Shares''). As the Borrowers defaulted, the Lenders invoked the pledge by disposing ofthe Shares at any price theyfetched.This ultimately affected the financials ofthe Company on account of loss of revenue from those investments and cast adverse effect on its Net Owned Fund. The fixed overhead expenses added to the negativevalueofthe Net Owned Fund.

The Company is taking all measures to recuperate by, inter alia, recovering its loans with interests (so long remaining unrecoverable) from its Borrowersand achieveto the maximum extent possible (ifnotfully) the reversal ofthe NPA by meansof,striking One Time Settlements (OTS) with its Lenders and thereby reducing the interest liability and generally improving its business conditions, etc. Under such circumstances, the Company is self-assured to improve its workings. In the opinion ofthe Board, the Company''s going concern status is not believed to be threatened at this stage.

STATE OF COMPANY''S AFFAIRS

The Company''s main business being investment in shares and securities, the Management regularly monitors the changing market conditions and trends. There is no change in the nature of business ofthe Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In terms of requirements of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, theCompanyhas associated itselfwith the Internal Complaints Committeeformed by McLeod Russel India Limited, oneoftheCompanies forming part of Williamson Magorgroup with regard to dealing with sexual harassment at workplace.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

The Company has a Directors and Officers Liability Insurance Policy which protects Directors and Officers ofthe Company for any breach offiduciaryduty.

GREEN INITIATIVES

As part of our green initiative, the electronic copies of this Annual Report including the Notice ofthe 73rd AGM are sent to all members whose email addresses are registered with the Company/Registrar/Depository Participant(s).

As per SEBI Circular No. SEBI/HO/DDHS/P/CIR/2023/0164 dated October 06, 2023 the requirement of sending physical copies of annual report to those shareholders who have not registered their email addresses has been dispensed with for Listed Entities who would be conducting their AGMs within 30th September 2024. In this respect the physical copies are not being sent to the shareholders. The copy of the same would be available on the website: www.wmtea.com. The initiatives were taken for asking the shareholders to register or update theiremail addresses.

The Company is providing e-voting facility to all its Members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 ofthe Companies Act, 2013 and Rule 20 ofthe Companies (Management and Administration) Rules, 2014.The instructionsfor e-voting are provided in the Notice.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

DMPVanijya Private Limited, Vishnu Infra complex Pvt. Limited and Vishnu Solutions Pvt. Limited havefiled applications before National Company Law Tribunal (NCLT), Kolkata for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvencyand BankruptcyCode, 2016which are being contested bythe Company.

COST RECORDS AND COST AUDIT

Maintenance ofCost Records and requirement ofcost audit as prescribed underthe provisions of Section 148(1) ofthe Companies Act 2013 are not applicable for the business activities carried out by the Company.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Board of Directors also thank the employees ofthe Company for their valuable service and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders ofthe Company.

For and on behalf of the Board

TABREZ AHMED Director DIN:10570558

SUKESH DOLUI

Place: Kolkata Director

Date : 13th August 2024 DIN:10511602

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Mar 31, 2018

The Directors present the Annual Report with the Audited Financial Statements of your Company for the year ended 31st March, 2018.

financial results

(Rs. in thousands)

Profit (Loss) before Depreciation and Finance Costs	2017-18 4,27,975		2016-17 5,55,090
Less: a) Depreciation	745		906
b) Finance Costs	9,18,353		7,03,135
Profit/(Loss) before Exceptional Items and Tax	(4,91,123)		(1,48,951)
Exceptional Item	-		-
Profit/(Loss) before Tax	(4,91,123)		(1,48,951)
Tax Expense : Current Tax
Earlier Period	-		-
Provision written back for earlier years(net)	-		-
Profit/(Loss) for the year	(4,91,123)		(1,48,951)
Loss brought forward previous years	(6,28,656)		(4,79,705)
Balance carried forward to Balance Sheet	(11,19,779)		(6,28,656)

OPERATIONS

the revenue earned by the Company during the year amounted to Rs. 48.54 Crores as against Rs. 51.87 Crores earned in the previous year which is primarily due to lesser dividend income earned as compared to the earlier year. the other income of Rs. 3.72 Crores represents mainly the provision for diminution in value of certain long term investments written back and recovery of certain bad debts written off in earlier years. The Company continues to have operational loss which was higher than the previous year on account of increased finance costs incurred during the year.

DIVIDEND

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is attached as Annexure 1 and forms part of this Report.

REPORT ON CORPORATE GOVERNANCE

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and the Auditors’ Certificate regarding Compliance of Conditions of Corporate Governance are attached as Annexure II and Annexure III respectively and form part of this Report.

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

ASSOCIATES AND JOINT VENTURES

During the year under review, the Company had four associate companies and one joint venture company as follows:-

i) Majerhat Estates & Developers Limited - Associate Company

ii) Kilburn Engineering Limited - Associate Company

iii) Eveready Industries India Limited - Associate Company

iv) McNally Bharat Engineering Co. Limited - Associate Company(ceased to be an Associate Company w.e.f. 31.03.2018)

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

D1 WILLIAMSON MAGOR BIO FUEL LIMITED

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

As required under Section 129(3) of the Companies Act, 2013, Consolidated Financial Statements of the Company, its one Associate Company and one Joint Venture Company prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the Auditors’ Report on the Consolidated Financial Statements are appended in the Annual Report.

A statement containing the salient features of the financial statements of the Company’s aforesaid three Associate Companies and one Joint Venture Company pursuant to the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 prepared in Form AOC-1 is attached to the financial statements of the Company for your information.

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

There are no material changes or commitments that have occurred between the end of the financial year and the date of this Report.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place a satisfactory internal control system to ensure proper recording of financial and operational information and to exercise proper and timely compliance of all regulatory and statutory compliances as applicable to the Company.

The Internal Audit of the various operations of the Company is periodically conducted by an outside agency which submits its report to the Audit Committee of the Board of Directors of the Company. The Audit Committee takes the same into consideration for the purpose of evaluation of Internal Financial Controls in the Company.

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

DIRECTORS

There has been no change in the Directorship of the Company since the last Report of the Board of Directors of the Company.

In accordance with Article 100 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 (‘the Act’), Mr. R. S. Jhawar will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

In terms of Regulation 17(1A) of Listing Regulations as inserted by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendments) Regulations, 2018, which is effective form 1st April, 2019, the continuation of the directorship of Mr. B. M. Khaitan, Mr. T. R. Swaminathan, Mr. G. Momen, Mr. R. S. Jhawar, Dr. R. Srinivasan and Mr. H. M. Parekh who have already attained the age of 75 years is recommended for the approval of the Members by way of Special Resolutions at the forthcoming Annual General Meeting.

All the Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in terms of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that all of them fulfill all the conditions specified in the Act making them eligible to continue to act as Independent Directors of the Company.

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

KEY MANAGERIAL PERSONNEL

Mr. Tuladri Mallick continues as the Manager of the Company as well as the Chief Financial Officer of the Company for compliance of the relevant provisions of the Act and the erstwhile Listing Agreement with the Stock Exchanges and all the relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. H U Sanghavi, Company Secretary and Compliance Officer of the Company also continues as the other Key Managerial Personnel of the Company for compliance of the relevant provisions of the Act and the new Listing Agreement with the Stock Exchanges and all the relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, If any;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS

During the year ended 31st March, 2018, four Board Meetings were held i.e on 30th May 2017, 8th August, 2017, 9th November, 2017 and 6th February, 2018.

SEPERATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV to the Companies Act, 2013, the Independent Directors had a separate meeting on 30th May, 2018 without the attendance of non-independent directors and members of management. Five out of the Six Independent Directors were present at the said Meeting. The evaluation process prescribed in paragraph VII of Schedule Iv to the Act was carried out at the said Meeting.

BOARD EVALUATION

The formal evaluation of the performance of the Independent Directors, Non - Independent Directors, Chairperson and the Board of Directors as a whole and all Board Committees was carried out by the Board for the financial year ended 31st March, 2018 in accordance with the relevant provisions of Section 134 of the Act read with the Rule related thereto and Section 178 of the Act and Schedule IV to the Act and also in accordance with the guidance note issued by the Securities and Exchange Board of India (‘SEBI’) vide its circular No. SEBI/HO/CFD/CIR/P/2017/004 dated 5th January, 2017 and the same was found to be satisfactory.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consists of Mr. T. R. Swaminathan, Dr. R Srinivasan, Mr. H. M. Parekh and Mr. G. Momen as its Members.

Mr. H. U. Sanghavi, Company Secretary acts as the Secretary of the Audit Committee. The Statutory Auditors and the Manager as well as the Chief Financial Officer of the Company are permanent invitees to the Audit Committee Meetings.

During the year ended 31st March, 2018 there were no instances where the Board of Directors of the Company had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism/whistle blower policy the details of which are available on the Company’s website www.wmtea.com. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company.

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

The particulars required to be furnished in this regard are given in the terms of reference of the Nomination and

Remuneration Committee as specified under section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations as mentioned in the attached Report on Corporate Governance and also in the Remuneration Policy of the Company attached as Annexure IV to this Report.

AUDITORS AND AUDIT REPORT

Messrs. V Singhi & Associates, Chartered Accountants have been appointed as the Auditors of the Company in terms of Section 139 of the Companies Act, 2013 (‘The Section’) at the Sixty Sixth Annual General Meeting of the Company held on 22nd September, 2017 to hold office till the conclusion of the Seventy First Annual General Meeting of the Company to be held in the year 2022.

The Company has received the relevant certificate in terms of the Section.

There are no qualifications, reservations or adverse remarks made by the Auditors in their Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are not disclosed in this Report because they form a part of the notes to the financial statements for the year ended 31st March, 2018 and are accordingly disclosed in such notes forming part of the financial statements of the Company for the said financial year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There are no such particulars of Contracts or Arrangements made with Related Parties which require disclosure pursuant to clause (h) of sub - section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC - 2.

CORPORATE SOCIAL RESPONSIBILITY

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

SECRETARIAL AUDIT REPORT

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

EXTRACT OF ANNUAL RETURN

An extract of the annual return as provided under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in MGT - 9 which is attached as Annexure VI to this Report and has also been uploaded on the website of the Company www.wmtea.com and can be accessed at http://wmtea.com/images/extofar.pdf

PARTICULARS OF EMPLOYEES

The relevant particulars required to be furnished pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014 in this regard are attached as Annexure VII to this Report.

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

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

PREVENTION OF INSIDER TRADING

Your Company has adopted and implemented a code of conduct for prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. All Directors, employees and other designated persons, who could have access to unpublished price sensitive information of the Company are governed by this code.

The trading window for dealing with equity shares of the Company is duly closed during declaration of financial results and occurence of any other material events as per the code. During the year under review there has been due compliance with the code.

GOING CONCERN STATUS

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

OTHER DISCLOSURE

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

For and on behalf of the Board Kolkata

A. KHAITAN - Vice Chairman

10th August, 2018 R. S. JHAWAR - Director

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Mar 31, 2016

REPORT OF THE DIRECTORS FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2016

The Directors present the Annual Report with the Audited Financial Statements of your Company for the year ended 31st March, 2016.

FINANCIAL RESULTS

(Rs. in Thousands)

	2015-16	2014-15
Profit (Loss) before Depreciation and Finance Costs	267981	233748
Less: a) Depreciation	1132	1935
b) Finance Costs	440341	322662
Profit/(Loss) before Exceptional Items and Tax	(173492)	(18573)
Exceptional Item	-	72276
Profit/(Loss) before Tax	(173492)	(18573)
Tax Expense :
Current Tax	-	26500
Earlier Period	4291	16
Provision written back for earlier years(net)	(19260)	(3167)
Deferred Tax	-	38
Profit/(Loss) for the year	(158523)	(41960)
Loss brought forward previous years	(321182)	(279222)
Balance carried forward to Balance Sheet	(479705)	(321182)

OPERATIONS

Your Company’s results during the year under review have declined as compared to the earlier year. The revenue of the Company during the year has gone down from Rs. 35.83 crore to Rs. 34.67 crore which is primarily due to receipt of lesser dividend on long term investments as compared to the earlier year. The other income has also decreased to Rs. 1.51crore from Rs. 2.82 crore as compared to the earlier year. Moreover there was no exceptional income during the year under review as against Rs.7.23 crore exceptional income earned in the earlier year. On account of all these factors mainly, the loss incurred by the Company has increased to Rs. 15.85 crore from Rs. 4.20 crore sustained in the earlier year.

DIVIDEND

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is attached as Annexure I and forms part of this Report.

REPORT ON CORPORATE GOVERNANCE

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and the Auditors’ Certificate regarding Compliance of Conditions of Corporate Governance are attached as Annexure II and Annexure III respectively and form part of this Report. The disclosure as required pursuant to Section II of Part II of Schedule V to the Companies Act, 2013 regarding element of remuneration package, details of fixed and performance linked incentives along with performance criteria and stock option has been given in MGT - 9 attached to this Report. Apart from the said disclosures, Mr. Tuladri Mallick, Manager has a service contract of 3 (three) years and a notice period of 3(three) months and there is no provision for any severance fees.

ASSOCIATES AND JOINT VENTURES

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

i) Woodside Parks Limited-Associate Company (till 10/03/2016)

ii) Majerhat Estates & Developers Limited - Associate Company

iii) Kilburn Engineering Limited - Associate Company

iv) Eveready Industries India Limited - Associate Company

v) Babcock Borsig Limited - Associate Company (till 28/03/2016)

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

D1 WILLIAMSON MAGOR BIO FUEL LIMITED

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

As required under Section 129(3) of the Companies Act, 2013, Consolidated Financial Statements of the Company, its five Associate Companies and one Joint Venture Company as mentioned above prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the Auditors’ Report on the Consolidated Financial Statements are appended in the Annual Report.

A statement containing the salient features of the financial statements of the Company’s aforesaid five Associate Companies and one Joint Venture Company pursuant to the first proviso to sub - section (3) of Section 129 of the Companies Act, 2013 prepared in Form AOC - 1 is attached to the financial statements of the Company for your information.

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

There are no material changes or commitments that have occurred between the end of the financial year and the date of this Report.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place a satisfactory internal control system to ensure proper recording of financial and operational information and to exercise proper and timely compliance of all regulatory and statutory compliances as applicable to the Company.

The Internal Audit of the various operations of the Company is periodically conducted by an outside agency which submits its report to the Audit Committee of the Board of Directors of the Company. The Audit Committee takes the same into consideration for the purpose of evaluation of Internal financial controls in the Company.

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

DIRECTORS

There has been no change in the Directorship of the Company since the last Report of the Board of Directors of the Company.

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

Ms. Sonali Singh was appointed as an Independent Director of the Company at the Annual General Meeting of the Company held on 18th August2015pursuanttotheprovisions of Sections 149, 150 and 152 read with Schedule IV of the Act for a consecutive period of five years with effect from 31.03.2015 and up to 30.03 2020.

All the Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in terms of section 149of the Companies Act, 2013 and the Board is also of the opinion that all of them fulfill all the conditions specified in the Act making them eligible to continue to act as Independent Directors of the Company. All the Directors and both the Key Managerial Personnel of the Company as mentioned hereunder have confirmed compliance with the Code of Conduct as applicable to them and there are no other employees in the senior category. KEY MANAGERIAL PERSONNEL

Mr. Tuladri Mallick has been appointed as the Manager of the Company under the Companies Act, 2013 (’the Act’) for a period of three years with effect from 1st May, 2014 and possessing the requisite qualification, has also been designated as Chief Financial Officer of the Company with effect from the said date towards compliance of the relevant provisions of the Act and the erstwhile Listing Agreement with the Stock Exchanges and the relevant regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. H U Sanghavi, Company Secretary and Compliance Officer of the Company also continues as the other Key Managerial Personnel of the Company towards compliance of the relevant provisions of the Act and the erstwhile Listing Agreement with the Stock Exchanges and the relevant regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed with along with proper explanation relating to material departures, If any;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis;

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

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

BOARD MEETINGS

During the year ended 31st March, 2016, four Board Meetings were held ie on 27th May, 2015, 3rd August, 2015, 4thNovember, 2015 and 25th January, 2016.

BOARD EVALUATION

The formal evaluation of the performance of the Independent Directors, Non - Independent Directors, Chairperson and the Board of Directors as a whole and all Board Committees was carried out by the Board at the end of the financial year ended 31st March, 2016in accordance with the relevant provisions of Section 134 of the Act read with the Rule related thereto and Section 178 of the Act and Schedule IV to the Act and the same was found to be satisfactory.

AUDIT COMMITTEE

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

During the year ended 31st March, 2016 there were no instances where the Board of Directors of the Company had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism/whistle blower policy the details of which are available on the Company’s website www.wmtea.com. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company.

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

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

AUDITORS AND AUDIT REPORT

Messrs. Lovelock & Lewes, Chartered Accountants, the Auditors of the Company have been appointed as Auditors of the Company in the Annual General Meeting of the Company held on 10th September, 2014 to hold office from the conclusion of the said Annual General Meeting until the conclusion of the Annual General Meeting of the Company to be held in the year 2017 and their aforesaid appointment is subject to necessary ratification by the Members of the Company at their ensuing Annual General Meeting of the Company. There are no qualifications, reservations or adverse remarks made by the Auditors in their Report. Regarding the Auditors’ comments in (i) (c) of Annexure B to their Report, explanation has been given in Note 11(a) to the Financial Statements which is self explanatory.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are not disclosed in this report because they form a part of the notes to the financial statements for the year ended 31st March, 2016 and are accordingly disclosed in such notes forming part of the financial statements of the Company for the said financial year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts with the related parties is given in Form AOC-2 which is attached as Annexure V to this Report.

CORPORATE SOCIAL RESPONSIBILITY

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

SECRETARIAL AUDIT REPORT

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

EXTRACT OF ANNUAL RETURN

An extract of the annual return as provided under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in MGT - 9 which is attached as Annexure VII to this Report..

PARTICULARS OF EMPLOYEES

The relevant particulars required to be furnished pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014 in this regard are attached as Annexure VIII to this Report.

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

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

GOING CONCERN STATUS

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

OTHER DISCLOSURE

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

For and on behalf of the Board

Kolkata, A. KHAITAN - Vice Chairman

30^th May, 2016 R. S. JHAWAR - Director

---

Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS

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

Profit/(Loss)beforeDepreciationandFinanceCosts 233748 206994

Less: a) Depreciation 1935 1204

b) Finance Costs 322662 269259

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

Exceptional Item 72276 -

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

Tax Expense:

Current Tax 26500 -

EarlierPeriod 16 21023

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

Deferred Tax 38 -

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

Lossbroughtforwardfrompreviousyears (279222) (194730)

BalancecarriedforwardtoBalanceSheet (321182) (279222)

OPERATIONS

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

DIVIDEND

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

REPORT ON CORPORATE GOVERNANCE

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

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

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

There are no material changes or commitments that have occurred between the end of the financial year and the date of this report.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place a satisfactory internal control system to ensure proper recording of financial and operational information and to exercise proper and timely compliance of all regulatory and statutory compliances as applicable to the Company.

The Internal Audit of the various operations of the Company is periodically conducted by an outside agency which submits its report to the Audit Committee of the Board of Directors of the Company. The Audit Committee takes the same into consideration for the purpose of evaluation of Internal financial controls in the Company.

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

ASSOCIATES AND JOINT VENTURES

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

i) Woodside Parks Limited - Associate Company

ii) Majerhat Estates & Developers Limited - Associate Company

iii) Kilburn Engineering Limited - Associate Company

iv) Eveready Industries India Limited - Associate Company

v) Babcock Borsig Limited - Associate Company

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

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

D1 WILLIAMSON MAGOR BIO FUEL LIMITED

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

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

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

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

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

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

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

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

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

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

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in terms of section 149 of the Companies Act, 2013 and the Board is also of the opinion that all of them fulfill all the conditions specified in the said Act making them eligible to continue to act as Independent Directors of the Company.

KEY MANAGERIAL PERSONNEL

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis;

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

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

BOARD MEETINGS

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

BOARD EVALUATION

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

AUDIT COMMITTEE

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

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

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

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

AUDITORS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

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

CORPORATE SOCIAL RESPONSIBILITY

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

SECRETARIAL AUDIT REPORT

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

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS

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

OTHER DISCLOSURE

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

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

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Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS (Rs. in Thousands)

2013-14 2012-13

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

Less: a) Depreciation 1,204 1,356

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

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

Exceptional Item - 1,55,973

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

Tax Expense:

Current Tax - 8,500

Earlier Period 21,023 -

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

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

Less: Transferred to Statutory Reserve - 8,823

(84,492) 35,292

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

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

OPERATIONS

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

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

Dl WILLIAMSON MAGOR BIO FUEL LIMITED

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

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

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

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

DIRECTORS

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

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

CHANGE IN COMPANY LAW

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

MANAGER AND CHIEF FINANCIAL OFFICER

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

PARTICULARS OF EMPLOYEES

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

AUDITORS

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

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

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

---

Mar 31, 2013

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

FINANCIAL RESULTS

(Rs. in Thousands)

2012-2013 2011-2012

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

Less: a) Depreciation 13,56 16,00

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

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

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

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

Tax Expense:

Current Tax 85,00 3,50,00

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

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

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

3,52,92 4,67,92

Add : Transfer from Pension Reserve 45,00

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

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

OPERATIONS

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

DIVIDEND

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

Dl WILLIAMSON MAGOR BIO FUEL LIMITED

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

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

SUBSIDIARY COMPANIES

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

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

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

DIRECTORS

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

MANAGER

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period ;

(in) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

PARTICULARS OF EMPLOYEES

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

AUDITORS

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

For and on behalf of the Board

24th May, 2013 A. KHAITAN - Director

Kolkata R.S. JHAWAR - Director

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Report with the Audited Accounts of your Company for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in Thousands)

2011-2012 2010-2011

Profit before Depreciation and Interest 7,85,12 20,68,68

Less :a) Depreciation 16,00 18,52

b) Interest 28,42,35 20,37,73

Profit/(Loss) before Taxation (20,57,39) 12,43

Exceptional item 29,58,15 --

Profit/(Loss) before Taxation 9,00,76 12,43

Tax Expense :

Current Tax 3,50,00 --

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

Fringe Benefit Tax for earlier years (net of write back) -- (25)

Profit/(Loss) after Taxation 5,84,90 12,18

Less : Transferred to Statutory Reserve 1,16,98 2,43

4,67,92 9,75

Add : Transfer from Pension Reserve 45,00 --

Loss brought forward from previous years (28,13,14) (28,22,89)

Balance carried forward to Balance Sheet (23,00,22) (28,13,14)

OPERATIONS

The overall performance of the Company during the year under review was better than in the previous year. The total revenue from operations generated by the Company was Rs.27.58 crore as compared to Rs.19.41 crore in the previous year. The Company posted a net profit of Rs.5.85 crore as against Rs.12.18 lakhs earned in the previous year which can be attributed to the profit on sale of a portion of its immovable property, higher dividends on long term investments and higher interest income as compared to the previous year.

DIVIDEND

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

D1 WILLIAMSON MAGOR BIO FUEL LIMITED

D1 Williamson Magor Bio Fuel Ltd.(D1WML) was incorporated under a 50:50 Joint Venture Agreement between the Company and D1 Oils Trading Ltd., U.K. to facilitate development of Jatropha Plantation under contract farming arrangements for production of bio diesel from Jatropha Oilseeds. Your Company presently holds 15.70% of equity capital in D1WML.

The plantation developed by the company under contract farming arrangements has been undergoing through initial gestation period at various levels of maturity. The farmers in North East are finding it difficult to maintain the plantation with excessive weed growth. In view of this the company has scaled down the level of activities in North East and abandoned the plantation in Tripura. The plantation in Jharkhand, though has delayed growth, is gradually becoming productive and there has been notable increase in oilseed harvest. The company has focused its operation in Jharkhand.

In view of this the company has decided to process Jatropha Oilseed on third party installation and defer the investment in manufacturing facilities until the volume increased for commercial processing. Accordingly, the company has surrendered the land taken on lease from Assam Industrial Development Corporation, for factory in Industrial Growth Centre, Balipara, Assam.

The company has reduced its overhead cost to the present scale of operation to manage the plantation and the working capital with the fund available in the Company.

SUBSIDIARY COMPANIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies i.e. Woodside Parks Limited and Majerhat Estate & Developers Limited are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept for inspection at the Registered Office of the Company. A Statement containing brief financial details of the Subsidiary Companies is included in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

DIRECTORS

Since the last report there has been no change in the Board of Directors of the Company. In accordance with Article 100 of the Articles of Association of the Company Messrs. D. Khaitan, T. R. Swaminathan and G. Momem will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

MANAGER

The Board of Directors of the Company has reappointed Mr. D. Pal Choudhury as Manager as defined in Section 2(24) of the Companies Act, 1956 for a period of one year with effect from 1st April 2012 subject to the approval of the Members of the Company at its ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period ;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

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

PARTICULARS OF EMPLOYEES

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

AUDITORS

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

For and on behalf of the Board 27th July, 2012 A. KHAITAN – Director

Kolkata R.S. JHAWAR –Director

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Mar 31, 2010

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

FINANCIAL RESULTS (Rs. in Thousands)

2009-2010 2008-2009

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

Less :a) Depreciation 21,59 22,65

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

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

a) Current Tax - -

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

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

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

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

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

OPERATIONS

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

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

DIVIDEND

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

D1 WILLIAMSON MAGOR BIO FUEL LIMITED

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

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

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

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

SUBSIDIARY COMPANIES

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

DIRECTORS

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

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

MANAGER

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

PARTICULARS OF EMPLOYEES

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

AUDITORS

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

For and on behalf of the Board

A. KHAITAN - Director

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