Williamson Magor & Company Ltd Auditor Reports

To the Members of

WILLIAMSON MAGOR & Co. LIMITED

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the ac Company ing Standalone Financial Statements of Williamson Magor & Co. Limited ("the Company "), which comprise the Standalone Balance Sheet as at 31st March, 2023, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity, the Standalone Statement of Cash Flows for the year ended 31st March, 2023, and notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the matters described in the Basis for Qualified Opinion section ofour Report, theaforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the mannerso required andgivea trueand fairview, in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act and other principles generally accepted in India of the state of affairs of the Company as at 31st March, 2023, its net profit including other comprehensive profit, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

a. Non-recognition of Interest Expense

The Company has not recognized interest expense amounting to Rs. 4,32,101 Thousand on inter corporate borrowings for the year ended 31st March, 2023 (Rs. 4,43,611 Thousand on inter corporate borrowings for the year ended 31st March, 2022). As a result, finance cost liability on account of interest expense are understated and total comprehensive profit for year ended 31st March, 2023 is overstated to that extent.

This constitutes a departure from the requirements of Ind AS 109 "Financial Instruments".

b. Default in repayment of principal and interest

We draw attention to Note Nos.15,16,48 and 51 of the Standalone Financial Statements with respect to default in repayment of principal and payment of interest on Non-Convertible Debentures and loans from Financial Institution and other Lenders. On default, the credit facility advanced to the Company by the lenders have henceforth been recalled. Further, the lenders have taken legal action against the Company and the matter is subjudice.

Moreover, security provided by the Company by way of pledge of certain securities with the Debenture Trustee against issue of above Debentures have been invoked and disposed ofby the Debentures Trustee. The Management has ascertained and decided to adjust disposal proceeds from the outstanding value of the debentures and estimated interest as per the repayment schedule.

These events and conditions may cast a significant doubt on the Company s ability to continue as a going concern.

c. Recognition of Deferred Tax Assets

We draw attention to Note No 31 of the Standalone Financial Statements where the Management has considered recognition of deferred tax assets during the current financial year assuming virtual certainty supported by convincing evidence that sufficient future taxable income would be available against which such assets can be realised.

Considering the managements 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, 2023 is overstated to that extent.

d. Balances of receivables, unsecured and secured loan creditors and their balance confirmations.

We draw attention to Note No. 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 by us.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material Uncertainty related to Going Concern

During the year, the Company has defaulted in repayment of borrowings to its financial institution lenders. In the Managements view, the Company will be able to improve its net working capital position to discharge its current and non-current financial obligations as described in Note No. 47 to the Standalone Financial Statement. 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 Ind AS 1 "Presentation of Standalone Financial Statements".

Key Audit Matters

Key audit matters are those matters that in our professional judgement were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for Qualified Opinion section we have determined the matters described below to be the key audit matters to be communicated in our report.

Serial No. Key Audit Matters	Auditors Responses to Key Audit Matters
1. Valuation of unquoted financial assets held at fair value
The valuation of the Company s unquoted financial assets held at fair value is a key audit matter due to the significance of the amount and complexity involved in the valuation process. Management makes significant judgements because of the complexity of the techniques and assumptions used in valuing some of the level 3 investment securities given the limited external evidence and unobservable market data available to support the Company s valuations.	Principal Audit Procedures:
	o Assessed the valuation methodologies including evaluation of independent external valuers competence, capability and objectivity.
	o Assessed the reasonableness of key assumptions based on our knowledge of the business and industry.
	o Checked, on a sample basis, the accuracy and relevance of theinputdata used.

 

2. Impairment loss allowances for loans and advances
Impairment loss allowance of loans and advances ("Impairment loss allowance") is a key audit matter as the Company has significant credit risk exposure. The value of loans and advances on the Standalone Balance Sheet is significant and there is a high degree of complexity and judgment involved for the Company in estimating individual and collective credit impairment provisions and write-offs against these loans.	We started our audit procedures with the understanding of the internal control environment related to Impairment loss allowance. Our procedures over internal controls focused on recognition and measurement of impairment loss allowance. We assessed the design and tested the operating effectiveness of the selected key controls implemented by the Company .
The Company s model to calculate expected credit loss ("ECL") is inherently complex and judgment is applied in determining the three- stage impairment model ("ECL Model"), including the selection and input of forward-looking information. ECL provision calculations require the use of large volumes of data.	We also assessed whether the impairment methodology used by the Company is in line with the requirements of Ind AS 109, "Financial Instruments". More particularly, we assessed the approach of the Company regarding the definition of default, Probability of Default, Loss Giving Default and incorporation of forward-looking information for the calculation of ECL.
The completeness and reliability of data can significantly impact the accuracy of the modelled impairment provisions. The accuracy of data flows and the implementation of related controls are critical for the integrity of the estimated impairment provisions.	For loans and advances which are assessed for impairment on a portfolio basis, we performed particularly the following procedures:
	o tested the reliability of key data inputs and related management controls;
	o checked the stage classification as at the Standalone Balance Sheet date as per definition of default;
	o calculated the ECL provision manually for a selected sample; and
	o assessed the assumptions made by the Company in making accelerated provision, considering forward looking information and based on the status of a particular industry as on the reporting date.

Emphasis of Matter

a) We draw attention to Note No. 43 to the Standalone Financial Statements which states that the registration of the Company as a Non Banking Finance Company stands cancelled by the Reserve Bank of lndia on account of erosion of its net worth.

b) We draw attention to Note No.52 to the Standalone Financial Statements which states that the directors of the Company has been disqualified as per under section 164(2)(b) of Companies Act, 2013 due to the failure in redemption of the debentures on due date and the period of one year has been expired.

Our opinion is not modified in respect of this matter.

Information Other than the Standalone Financial Statements and Auditors Report thereon

The Company s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Financial Performance highlights, Boards Report including Annexure to Boards Report, Management Discussions and Analysis, Business Responsibility Report, share holders Information and other information in the Integrated Annual Report but does not include the Standalone Financial Statements and our auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information as identified above when it becomes available, and in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of auditors report, we conclude that there is a material misstatement of this information, we are required to report that fact. We have nothing to report in this regard.

When we read the other information, which we will obtain after the date of auditors report and if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged With Governance for the Standalone Financial Statements

The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including total comprehensive profit, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management is responsible for assessing the Company s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company s financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements:

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professionals kepticism throughout the audit. We also:

o Identify and assess the risks ofmaterial misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

o Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

o Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors

o Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors Report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors Report. However, future events or conditions may cause the Company to cease to continue as a going concern.

o Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

o We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

o We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, related safeguards.

o From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our Auditors Report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of lndia in terms of sub- section (11) of section 143 of the Act, we give in the Annexure- A, a statement on the matters specified in paragraphs 3 and4of the Order to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) Subject to the matters specified in qualified opinion section of our report, in our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e) On the basis of the information received from the Company, the following directors are disqualified w.e.f30th September, 2022 as per section 164(2) of Companies Act, 2013:

o Mr. Chandhan Mitra (DIN: 09069336)

o Mr. Lakshman Singh (DIN: 00027522)

o Mr. Debashis Lahiri (DIN:09451354)

o Ms. Lyla Cherian (DIN: 09452847)

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B;

g) With respect to the matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act (as amended), the Company has neither paid nor provided for any remuneration to its directors during the year. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us::

i. the Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements.

Refer Note No 30 to the Standalone Financial Statements.

ii. the Company did not have any material foreseeable losses on long-term contracts including derivative contracts, and

iii. there were no amounts due which were required to be transferred to the Investor Education and Protection Fund by the Company .

iv. a) the management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources o rkind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) the management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) has been received by the Company from anyother person orentity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly lend to or invest in any other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v) the Company has not declared or paid any dividend during the year.

	For V.SINGHI& ASSOCIATES
	Chartered Accountants
	Firm Registration No.:311017E
	(D.Pal Choudhury)
	Partner
	Membership No:016830
Place: Kolkata	UDIN:23016830BGVZXX4552
Date: 29th May, 2023

Annexure - A to the Independent Auditors Report

(Referred to in paragraph-1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of Williamson Magor&Co. Limited on the Standalone Financial Statements fortheyearended31st March, 2023)

i. (a) (A) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company does not have any intangible assets as at 31st March, 2023. Accordingly, Clause i(a)(B) of the Order is not applicable.

(b) Asexplainedto us, Property, Plantand Equipment have been physically verified by the managementat reasonable intervals and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records provided to us, we report that, thetitledeeds of all the immovable properties (otherthan properties where the Company is the lesseeand the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the Company .

(d) The Company has not revalued its Property, Plant and Equipment or intangible assets or both during the year.

(e) As informed to us, no proceedings have been initiated during the year or are pending against the Company as at March 31,2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

ii. The Company s nature of operations does not hold any item of inventories. Accordingly, clause 3(ii)(a) and (b) of the Order is not applicable.

iii. The Company has made investments in companies,during theyear, in respect ofwhich:

a) As the Company s principal business is to give loans, reporting under clause 3(iii)(a)(A) and (B) of the Order is not applicable.

b) In ouropinion,the investments made,guarantees provided, securitygiven and thetermsand conditionsof thegrantof all loans and advances in the nature of loans and guarantees provided are, prima facie, not prejudicial to the Company s interest.

c) According to the information and explanations given to us and on the basis of our examination of the records provided to us, the schedule of repayment of principal and payment of interest as stipulated, the repayments or receipts are not regular.

d) There is an overdue amount remaining outstanding as at the balance sheet date. The total amount overdue for more than 90 days is stated below:

No. of Cases	Principal amount overdue	Interest Overdue	Total Overdue
11	40,19,872	4,75,200	44,95,072

The management has taken necessary reasonable steps to recover the principal and interest amount.

e) As the Company s principal business istogive loansand advances, reporting under clause 3(iii) (e) of theOrderis notapplicable.

f) The Company has granted loans or advances in the nature of loans to related parties as defined in clause (76) of section 2 of the Act which are either repayable on demand or given without specifying any terms or period of repayment during the year. The aggregate amount of loan or advances granted is as stated below:

	All Parties	Promoters	Related Parties
Aggregate Amount of loans/advance in nature of loans - Repayble on demand (A)
- Agreement does not specify any terms or period of repayment (B)	Rs. 39,41,226	-	Rs. 57,154
Total (A+B)	Rs. 39,41,226	-	Rs. 57,154
Percentage of loans/advances in nature of loans to thetotal loans	-	-	1.45%

The Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties.

iv. According to the information and explanationsgiven to us and on the basisofourexamination ofrecordsof the Company, in respect ofinvestmentmadeand loans,guaranteesand securitygiven by the Company, in ouropinion theprovisionsofsections 185 and 186 of the Act, have been complied with.

v. According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits in terms of directives issued by Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Actand the rulesframed thereunder to the extent notified. Accordingly, Clause3 (v) of theOrder is not applicable.

vi. According to the information and explanations given to us, the maintenance of cost records has not been specified by the Central Government undersub-section (1) ofsection 148of theCompaniesAct, 2013forthe businessactivitiescarried out by the Company. Accordingly, Clause 3(vi) of the Order is not applicable.

vii.(a) The Company is regular in depositing its undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income tax, and any other statutory dues to the appropriate authorities. However, following are the arrears of outstanding statutorydues as on 31st March, 2023 fora period ofmorethan sixmonthsfrom thedate theybecame payable:-

Name of the Statute	Nature of Dues	Amount (Rs. in Thousands)	Period to which the amount relates
Income Tax Act, 1961	Tax Deducted at Source	28	April, 2022
		217	May, 2022
		377	June, 2022
		432	July, 2022
		14	August, 2022

(b) According to the information and explanations given to us, the Company has not deposited the following disputed dues with the appropriate authorities:

Name of the Statute	Nature of Dues	Amount (Rs. in thousands)	Period to which the amount relates	Forum where dispute is pending
Central Excise Act, 1944	Interest on Duty of Excise	711	1987-1988	Honble High Court of Chennai
Finance Act, 1994	Service tax penalty and interest thereon	14,237 and interest thereon	2005-06, 200607,2007-08 and 2008-09	Customs, Excise and Service Tax Appellate Tribunal, East Zonal Bench, Kolkata
Finance Act, 1994	Service tax penalty and interest thereon	11,931 and interest thereon	2004-05 and 2005-06	Customs, Excise and Service Tax Appellate Tribunal, East Zonal Bench, Kolkata

viii. According to the information and explanation given to us and on the basis of our examination of the records of the Company ,the Company has not surrendered or disclosed any transaction, previously unrecorded as income in the books of account, in the tax assessment under the Income Tax Act, 1961. Accordingly, clause 3(viii) of theOrder is notapplicable.

ix. (a) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of loans or borrowings or in the payment of interest to Financial institutional and dues to debenture holders during the year ended on 31st March, 2023. The details of such defaults are as under:

Nature of Borrowings	Name of Lender	Amount not paid on due date (Rs. in thousand)	Whether Principal or interest	No. of days delay or unpaid since	Remarks
Debt Securities	IL&FS	64,032	Principal	455
Debt Securities	IL&FS	109,375	Principal	365
Debt Securities	IL&FS	109,375	Principal	274
Debt Securities	IL&FS	109,375	Principal	182
Debt Securities	IL&FS	109,375	Principal	90
Debt Securities	IL&FS	109,375	Principal	1
Debt Securities	IL&FS	25,239	Interest	455	Under Dispute
Debt Securities	IL&FS	24,965	Interest	365
Debt Securities	IL&FS	24,965	Interest	274
Debt Securities	IL&FS	24,965	Interest	182
Debt Securities	IL&FS	24,343	Interest	90
Debt Securities	IL&FS	23,600	Interest	1

 

Nature of Borrowings	Name of Lender	Amount not paid on due date (Rs. in thousand)	Whether Principal or interest	No. of days delay or unpaid since	Remarks
Term Loan	Housing Development & Finance Corporation Limited	6,47,832	Principal	912	Under Dispute
Term Loan	KKR India Financial Services Private Limited	10,00,000	Principal	912	Under Dispute

(b) According to the information and explanation given to us, and based on our examination, the Company is not declared as wilful defaulter by any bank or financial institution or government or any government authority.

(c) According to the information and explanation given to us, and based on our examination, the Company had taken term loans which were applied for the purpose for which the loans were obtained.

(d) According to the information and explanation given to us, and based on our examination, the Company has not raised any funds on short term basis which have been utilized for long term purposes.

(e) According to the information and explanation given to us, and based on our examination, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. Hence, reporting under Clause 3(ix)(e) of the order is not applicable.

(f) According to the information and explanation given to us, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries,jointventures orassociate companies.

x. (a) According to the information and explanations given to us and based on our examination of the books and records, we report that the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during theyearand hence reporting underclause3(x)(a) of theorder is notapplicable.

(b) According to the information and explanations given to us and based on our examination of the books and records, we report that the Company has not made any preferential allotment or private placement of share s or convertible debentures (fully, partially or optionally convertible) during the year and hence, reporting under clause 3(x)(b) of the order is not applicable.

xi. (a) According to the information and explanations given to us and as represented by the Management and based on our examination ofbooks and records of the Company and in accordance with generallyaccepted auditing practices, nofraud by the Company orno material fraud on the Company has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year and upto the date of his report.

c) According to the information and explanation given to us, no whistle blower complaint has been received during the year by the Company .

xii. According to the information and explanations given to us, the Company is not a Nidhi Company . Accordingly, clause 3 (xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the books and records of the Company , we report thatthe transactionswith the related parties arein compliancewith Sections 177 and 188 of theAct whereapplicableand details of such transactions have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.

xiv. (a) According to the information and explanations given to us and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business.

(b) The reports of the Internal Auditors for the period under audit were considered by us in determining the nature, timing and extent ofouraudit procedures.

xv. According to the information and explanations given to us and based on our examination of the books and records, we report that the Company has not entered into any non-cash transactions with directors or persons connected with them during the year. Accordingly,clause3(xv) of theOrderis notapplicable.

xvi. (a) The Company is required to get registered under section 45-IA of the Reserve Bank of India Act, 1934, however the Company s certificate of registration has been cancelled during the year by the Reserve Bank of India.

(b) 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.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Hence, reporting underclause3 (xvi)(c) of theOrder is notapplicable.

(d) In our opinion, and according to the information given to us, there is no core investment Company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is notapplicable.

xvii. According to the information and explanations given to us and based on our examination, the Company has incurred no cash losses during thefinancial yearand Rs.1,44,778 thousands in the preceding financial year.

xviii. There has been no resignation of thestatutoryauditors of the Company during theyear.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information ac Company ing the financial statements, our knowledge of the Board of Directors and management plansand based on ourexamination weareof theview that therearecertain eventsand conditions that exist which indicate material uncertainty and casta significant doubt on the Company sabilityto continue as a going concern and the Company will not becapableof meeting its liabilities existing at 31st March, 2023 as and when theyfall due within the period of one year from the above said date.

xx. (a) According to the information and explanations given to us, the Company is not required to make any Corporate Social Responsibility (CSR) expenditure under Section 135 of the said Act. Hence, reporting under clause 3(xx) (a) and (b) of the Order is not applicable for the year.

	For V.SINGHI& ASSOCIATES
	Chartered Accountants
	Firm Registration No.:311017E
	(D.Pal Choudhury)
	Partner
	Membership No:016830
	UDIN:23016830BGVZXX4552
Place: Kolkata
Date: 29th May, 2023

Annexure - B to the Independent Auditors Report

(Referred to in paragraph-2(f) under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of Williamson Magor&Co. Limited on the Standalone Financial Statements fortheyearended31st March, 2023).

Report on the Internal Financial Controls with reference to the aforesaid Standalone Financial Statements under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013("the Act")

We have audited the internal financial controls with reference to the financial statements of Williamson Magor & Co. Limited ("the Company ") as of 31st March, 2023 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibilityfor Internal Financial Controls

The Company s management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the InstituteofChartered Accountants of India (ICAI).These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderlyand efficient conduct of its business, including adherence to Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Company s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements both applicable to an audit of Internal Financial Controlsand, both issued by the Institute ofChartered Accountants of India. Those Standards and theGuidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and whether such controls operated effectively in all material respects.

Ouraudit involves performing procedures to obtain audit evidenceabout theadequacyof the internal financial controlswith reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A Company s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding thereliabilityoffinancial reporting and the preparation offinancial statements forexternal purposes in accordance with generallyaccepted accounting principles. A Company s internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company ;(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company ; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company s assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

Because of the inherent limitations of internal financial controlswith reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Basis for Qualified Opinion

According to the information and explanation given to us and based on our audit, the following material weakness have been identified in the Investment Company s internal financial controls over financial reporting with reference to Financial Statement as at 31st March, 2023.

o The Company did not have an appropriate internal control system in relation to the granting of loans and advances /other advances to promoter group companies and other companies, including ascertaining economic substance and business rationale of the transaction, establishing segregation of duties and determining credentials of the counter parties.

o With respect to Inter-Corporate Deposits (ICD), the Company did not have appropriate system to evaluate the credit worthiness of the partiesand recoverabilityofmoniesgiven including interestthereon.

o Certain individual details of debit and credit balances andreconciliation thereof with control balances of receivable/payable were not available. IT Control systems and procedures needs strengthening in terms of framework for Internal Control over financial reporting with reference to financial statements taking into account related controls and procedures as stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India so that to facilitate required reconciliations and provide details for documentation with respect to internal financial controls in the respective areas.

o Supporting audit evidence with respect to certain Inter Corporate Deposits (ICDs), Short-term Borrowings and Advances for repayment/adjustment by lenders to determine the basis and terms and conditions were not available.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting with reference to financial statements, such that there isareasonable possibility thatamaterial misstatement of the Company sannual orinterim financial statements will not be prevented or detected on a timely basis.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, except for the effects/possible effects of the material weaknesses described in Basis for Qualified Opinion Section above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate and effective internal financial controls with reference to the financial statements as of31st March, 2023, based on the internal control over financial reporting criteria established bythe Company considering theessential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India

	For V.SINGHI& ASSOCIATES
	Chartered Accountants
	Firm Registration No.:311017E
	(D. Pal Choudhury)
	Partner
	Membership No:016830
	UDIN: 23016830BGVZXZ1155
Place: Kolkata
Date: 29th May, 2023