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Waa Solar Ltd.

BSE: 541445 Sector: Infrastructure
NSE: N.A. ISIN Code: INE799N01012
BSE 00:00 | 01 Feb 41.65 0
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NSE 05:30 | 01 Jan Waa Solar Ltd
OPEN 42.90
PREVIOUS CLOSE 41.65
VOLUME 49600
52-Week high 58.70
52-Week low 35.75
P/E 11.17
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 42.90
CLOSE 41.65
VOLUME 49600
52-Week high 58.70
52-Week low 35.75
P/E 11.17
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Waa Solar Ltd. (WAASOLAR) - Auditors Report

Company auditors report

Standalone

TO THE MEMBERS OF WAA SOLAR LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

1. OPINION

We have audited the accompanying financial statements of Waa Solar Ltd("the Company") which comprise the balance sheet as at 31st March 2022 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity statement of cash flows for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2022 its profit and total comprehensive income changes in equity andits cash flows for the year ended on that date.

2. BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor?s Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the independence requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Our opinion is not modified in respect of the above matters.

3. KEY AUDIT MATTERS

Key audit matters are those matters that in our professionaljudgement were of most significance in our audit of the standalone financial statementsof the current period. We have determined that there are no key audit matters to becommunicated in our report.

4. INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENT ANDAUDITOR?S REPORT THEREON

The Company?s Board of Directors is responsible for thepreparation of the other information. The other information comprise the informationincluded in Board?s Report including Annexures to that Board?s Report CorporateGovernance and Shareholder?s Information but does not include the StandaloneFinancial Statements and our auditor?s report thereon.

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

In connection with our audit of the Standalone Financial Statement ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Standalone Financial Statements orour knowledge obtained in audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave noting to report in this regard.

5. RESPONSIBILITY OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FORTHE STANDALONE FIANCIAL STATEMENT

The Company?s Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these financialstatements that give a true and fair view of the financial position financial performanceand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Accounting Standards specified under Section 133 of theAct. This responsibility also includes the maintenance of adequate accounting records inaccordance with the provision of the Act for safeguarding of the assets of the Company andfor preventing and detecting the frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of internal financialcontrol that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the financial statements the management is responsiblefor assessing the Company?s ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany?s financial reporting process.

6. AUDITOR?S RESPONSIBILITY FOR THE AUDIT OF THE FINANCIALSTATEMENT

Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor?s report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act if applicable we are also responsible for expressing ouropinion on whether the Company has adequate internal financial controls system in placeand the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management?s use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company?s ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor?sreport to the related disclosures in the financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor?s report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation:

Materiality is the magnitude of misstatement in the financialstatements that individually or in aggregate makes it possible that the economicdecisions of a reasonably knowledgeable users of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factor in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatement in the financial statements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

7. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor?s Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Companies Act 2013 we give in the Annexure A: a statement onthe matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

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

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

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

c) The Balance Sheet the Statement of Profit and Loss and Cash FlowStatement dealt with by this Report are in agreement with the books of account;

d) In our opinion the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of the Act;

e) On the basis of written representations received from the directorsas on 31st March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2022 from being appointed as adirector in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure B";

g) With respect to the other matters to be included in theAuditor?s Report in accordance with the requirements of section 197(16) of the Actas amended in our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act; and

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

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts;

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

iv.

i) The Management has represented that to the best of it's knowledgeand belief no funds have been advanced or loaned or invested (either from borrowed fundsor share premium or any other sources or

kind of funds) by the Company to or in any other person(s) orentity(ies) including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany 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;

ii) The Management has represented that to the best of it's knowledgeand belief no funds have been received by the company from any person(s) or entity(ies)including foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall whether directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party ("Ultimate Beneficiaries") or provide any guaranteesecurity or the like on behalf of the Ultimate Beneficiaries; and

iii) Based on such audit procedures performed that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e)contain any material mis-statement.

v. There is no dividend declared or paid during the year by the Companyand hence provisions of section 123 of the Companies Act 2013 are not applicable.

ANNEXURE-A TO THE AUDITORS? REPORT

The Annexure referred to in our Independent Auditors? Report tothe Waa Solar Limited of the Company on the financial statements for the year ended 31stMarch 2022.

To the best of our information and according to the explanationsprovided to us by the company and the books of account and records examined by us in thenormal course of audit we state that:

1(a) In respect of the Company?s Property Plant and Equipment andIntangible Assets:

(A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of the property plant and equipment;

(B) The Company has maintained proper records showing full particularsof Intangible Assets;

1(b) The company has a phased programme of physical verification of itsProperty plant and equipments so as to cover all assets once

in three years. In our opinion this periodicity of physicalverification is reasonable having regard to the size of the company and the nature of itsassets. In accordance with this programme certain Property plant and equipments wereverified by the management during the year. According to the information and explanationsgiven to us no material discrepancies were noticed on such verification;

1(c) Based on our verification of the documents provided to us andaccording to the information and explanations given by the Management the title deeds ofall the immovable properties as disclosed in the financial statements are held in thename of the Company as at the Balance Sheet date;

1(d) The company has not revalued its Property Plant and Equipment andintangible assets during the year;

1(e) The Company does not have any proceedings initiated or pending forholding any benami property under the Benami Transactions (Prohibition) Act 1988 andrules made thereunder. Hence the requirements under paragraph 3(i)(e) of the Companies(Auditor's Report) Order 2020 ("the Order") are not applicable to the Company;

2(a) The inventory have been physically verified by the Management atreasonable intervals. Considering the size of the Company the frequency of verificationis reasonable and the procedures are adequate. No discrepancies have been noticed on suchverification;

2(b) The Company has working capital limits sanctioned from banks orfinancial institutions exceeding Rs. 5 crores during the year and the quarterly returns /statements filed by the Company are generally in agreement with the books of accounts andno material discrepancy was observed;

3 The Company has made investments in companies firms LimitedLiability Partnerships and granted unsecured loans to other parties during the year inrespect of which:

a) The Company has provided unsecured loan to Six parties withaggregate amount granted/provided during the year is Rs.1173.84 lakhs during the year andwhere balance outstanding as at Balance Sheet date is Rs.3481.00 lakhs.

b) In our opinion the investments made are prima facie not prejudicialto the Company?s interest however the terms and conditions of aforesaid loansgranted by the company are prejudicial to the company?s interest on account of thefact that the aforesaid loans have been provided interest free which is not as perrequirement under section 186 of the Companies Act 2013.

c) There is no stipulation of schedule of repayment of principal andpayment of interest and we are unable to make specific comment on the regularity ofrepayment of principal & payment of interest in aforesaid loan;

d) In respect of the aforesaid loan there is no stipulation ofschedule of repayment of principal and we are unable to make specific comment on overduefor more than ninety days;

e) No loan granted by the Company which has fallen due during the yearhas been renewed or extended or fresh loans granted to settle the overdues of existingloans given to the same parties;

f) The Company has granted loans or advances in the nature of loanseither repayable on demand or without specifying any terms or period of repayment duringthe year. Details are as follow:

Aggregate amount of loans/ advances in nature of loans Related Parties

- Repayable on demand (A) -

- Agreement does not specify any terms or period of repayment (B) Rs.3481.00 lakhs

Total (A+B) Rs. 3481.00 lakhs

Percentage of loans/ advances in nature of loans to the total loans 94%

Aggregate amount of loans/ advances in nature of loans Related Parties

- Repayable on demand (A) -

- Agreement does not specify any terms or period of repayment (B) Rs.3481.00 lakhs

Total (A+B) Rs. 3481.00 lakhs

Percentage of loans/ advances in nature of loans to the total loans 94%

4 The Company has complied with the provisions of sections 185 and 186of the Companies Act 2013 in respect of loans granted investment made and guarantee andsecurities provided as applicable except following on which no interest has been charged;

Name of the Party Yearend Balance (Rs. in lakhs) Maximum Balance (Rs. in lakhs)
MI Solar India Pvt. Ltd. 63.05 63.05
Madhav Infracon (Vidisha Kurwai Corridor) Pvt. Ltd. 1195.55 1195.55
Madhav (Sehora Silodi Corridor) Highways Pvt. Ltd. 211.00 211.00
Madhav Infra Projects Ltd. 409.85 409.75
Solkar Infrastructure Pvt. Ltd. 232.30 268.30
Aspire Infracon Pvt. Ltd. 1369.25 1369.25

5 The Company has not accepted any deposits or amounts which are deemedto be deposits within the provisions of sections 73 to 76 or any other relevant provisionsof the Companies Act 2013 and the rules framed there under therefore the provisions ofparagraph 3(v) of the Order are not applicable to the Company;

6 We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules prescribed by the Central Government for the maintenance ofcost records under Section 148(1) of the Act and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. However we have not made adetailed examination of the cost records with a view to determine whether they areaccurate or complete;

7(a) In our opinion the company is generally regular in depositingundisputed statutory dues including Goods and Service tax provident fund employee stateinsurance income-tax sales tax service tax duty of custom duty of excise value addedtax cess and other statutory dues as applicable to the appropriate authorities. Therewere no undisputed amounts payable with respect to above statutory dues in arrears as atMarch 31 2022 for a period of six months from the date they became payable;

7(b) According to the records of the company examined by us andinformation and explanations given by the management there are no statutory dues ofreferred in sub-clause (a) that has not been deposited on account of disputes;

8 The Company has no transactions which were not recorded in the booksof account have been surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961;

9(a) The company has not defaulted in repayment of loans or otherborrowings or in the payment of interest thereon to any lender;

9(b) The Company is not declared as willful defaulter by any bank orfinancial institution or other lender;

9(c) The term loans taken by the company were applied for the purposefor which the loans were obtained;

9(d) On an overall examination of the financial statements of theCompany funds raised on short-term basis have prima facie not been used during the yearfor long-term purposes by the Company;

9(e) The Company has not taken any funds from any entity or person onaccount of or to meet the obligations of its subsidiaries Associate or joint ventures;

9(f) We report that the company has not raised loans during the year onthe pledge of securities held in its subsidiaries joint venture or associate companies;

10(a) The Company has not raised moneys by way of initial public offeror further public offer (including debt instruments) during the year and hence reportingunder clause 3(x)(a) of the Order is not applicable;

10(b) During the year the Company has not made any preferentialallotment or private placement of shares or convertible debentures (fully or partly oroptionally) and hence reporting under clause 3(x)(b) of the Order is not applicable;

11(a) No fraud by the Company and no material fraud on the company hasbeen noticed or reported during the year;

11(b) No report under sub-section (12) of section 143 of the CompaniesAct has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules 2014 with the Central Government during the year and up to the date ofthis report.

11(c) As represented to us by the management there are no whistleblower complaints received by the company during the year.

12 The Company is not a nidhi company and hence the reporting underclause 3(xii) of the order is not applicable to the Company

13 The Company is incompliance with Section 177 and 188 of theCompanies Act where applicable for all transactions with the related parties and thedetails of related party transactions have been disclosed in the Financial Statements asrequired by the applicable accounting standards;

14(a) In our opinion the company has an internal audit systemcommensurate with the size and nature of its business;

14(b) We were unable to obtain any of the internal audit reports of theCompany hence the internal audit reports have not been entirely considered by us.

15 In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with directors orpersons connected with him and the provisions of section 192 of the Companies Act 2013are not applicable;

16(a) In our opinion the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause3(xvi)(a) (b) and (c) of the Order is not applicable;

16(b) There is no core investment company within the Group (as definedin the Core Investment Companies (Reserve Bank) Directions 2016) and accordinglyreporting under clause 3(xvi)(d) of the Order is not applicable;

17 The Company has not incurred any cash losses in the financial yearand in the immediately preceding financial year;

18 There is no resignation of the statutory auditors during the yearHence provision of Clause 18 of the Companies (Auditor?s Report) order 2020 is notapplicable to the Company;

19 Based on our examination financial ratios ageing and expected datesof realisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements knowledge of the Board of Directors and managementplans there is no material uncertainty exists as on the date of the audit report thatcompany is not capable of meeting its liabilities existing at the date of balance sheet asand when they fall due within a period of one year from the balance sheet date;

We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due;

20(a) & In our opinion and according to the information andexplanations provided by the management the company do not fall under (b) the prescribedclasses of the Companies mentioned under the section 135(1) of the Companies Act 2013;

ANNEXURE-B TO THE AUDITORS? REPORT

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Waa Solar Limited ("the Company") as of 31st March 2022 inconjunction with our audit of the Standalone Financial Statements of the Company for theyear ended on that date.

Management?s Responsibility for Internal Financial Controls

The Board of Directors of the company is responsible for establishingand maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls with reference to financial statements of the Company that wereoperating effectively for ensuring the orderly and efficient conduct of its business thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013;

Auditors? Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") and the Standards on Auditing prescribed undersection 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls with reference to financial statementsof the company were established and maintained and if such controls operated effectivelyin all material respects;

Our audit involves performing procedures to obtain audit evidence aboutthe internal financial controls with reference to financial statements of the company andtheir operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls overfinancial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor?s judgment includingthe assessment of the risks of material misstatement of the Standalone FinancialStatements whether due to fraud or error;

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company?s internalfinancial controls system over financial reporting;

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorisations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements;

Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate;

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an internal financialcontrols with reference to financial statements of the Company and such internal financialcontrols over financial reporting were operating effectively as at 31st March 2022 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For CHANDRAKANT & SEVANTILAL & J.K. SHAH & Co.
CHARTERED ACCOUNTANTS
FRN: 101676W
PRATAP B SHAH
PARTNER
Place: Vadodara M. No.: 032937
Date: 30/05/2022 UDIN: 22032937AJXOEZ4724
Annual Report 2021-22

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