Waa Solar Limited
The Director presents the 13th Annual Report of your Company togetherwith the audited standalone and consolidated financial statements for the financial yearended March 31 2022.
1. FINANCIAL HIGHLIGHTS
Financial Results of the Company for the year under review along withthe figures for previous year are as follows:
2. OPERATION AND PERFORMANCE REVIEW
(Rs. in Lakhs) except per equity share data)
|Particulars ||Year Ended on 31.03.2022 ||Year ended on 31.03.2021 ||Year Ended on 31.03.2022 ||Year ended on 31.03.2021 |
| ||Standalone Results ||Consolidated Results |
|Net Sales/ Income from Operation ||2352.37 ||2443.87 ||4600.20 ||4415.67 |
|Other Income ||52.50 ||99.81 ||105.56 ||128.15 |
|Total Income ||2404.87 ||2543.68 ||4705.78 ||4543.83 |
|Profit before interest Depreciation & Tax ||2084.31 ||2249.61 ||3626.58 ||3788.37 |
|Less Interest (Financial Cost) ||569.02 ||788.79 ||1181.80 ||1497.41 |
|Depreciation ||895.49 ||901.14 ||1612.94 ||1638.87 |
|Profit Before Tax ||619.80 ||559.68 ||831.84 ||652.09 |
|Less Previous years Adjustments ||17.13 ||131.15 ||58.45 ||135.30 |
|Provision for Current year Income Tax ||108.46 ||97.94 ||143.28 ||116.88 |
|Net Profit after tax ||494.21 ||330.58 ||630.11 ||399.91 |
|Add: Balance carried from Profit & Loss A/c ||- ||- ||143.18 ||29.99 |
|Less: Provision for earlier year taxation ||- ||- ||- || |
|Minority Interest ||- ||- ||47.39 ||24.74 |
|Net Profit after tax and adjustments ||494.21 ||330.58 ||725.90 ||405.16 |
|Dividends: Interim Dividend ||- ||- ||- ||- |
|Dividends: Final Dividend (Proposed) ||- ||- ||- ||- |
|Transferred to general Reserve ||494.21 ||330.58 ||725.90 ||405.16 |
|Balance carried to the balance sheet || || || || |
|EPS (Basic) ||3.88 ||4.98 ||5.70 ||6.11 |
|EPS (Diluted) ||3.88 ||4.98 ||5.70 ||6.11 |
The Company achieved revenue from operations of Rs. 2352.37 Lakhsagainst Rs.2443.87 and EBITDA of Rs. 2084.31 lakhs as against Rs. 2249.61 in theprevious year. Net Profit for the year is Rs. 494.2 1 Lakhs as compared to net profit ofRs. 330.58 Lakhs in the previous year. The Company has incurred the more profit as compareto last year.
The Company achieved revenue from operations of Rs. 4600.20 Lakhsagainst Rs. 4415.67 and EBITDA of Rs. 3626.58 lakhs as against Rs. 3788.37 Lakhsrespectively in the previous year. Net Profit for the year is Rs. 725.90 Lakhs as comparedto net profit of Rs. 405.16 Lakhs in the previous year. The Company has incurred the moreprofit as compare to last year.
The Board of your Company has not recommended any dividend on equityshares for the year ended.
4. TRANSFER TO RESERVES
During the financial year under review the Company has transferred itsnet profit to general reserve account for further expansion of business.
5. PROJECT UNDER REVIEW
During the year under review the projects set up by your Company i.e.10.25 MW (DC) capacity of ground mounted Solar PV Power Project at Village Tikar (Parmar)Taluka Muli District Surendra-nagar Gujarat and 100 KWP at Raja Bhoj Airport Bhopal onBuilt Own and Operate ("BOO") basis has regular generation and no major changein business operation. Other Projects through SPVs are also in streamline operation andgetting regular power generation.
The capital of the Company during the year and at the end of the yearis Rs. 132667640/-
7. ANNUAL RETURN
In Accordance with the Companies Act 2013 and applicable rulesthereunder the Annual Return in the prescribed format is available athtttp://www.waasolar.org/investor/annualreport.html
8. NUMBER OF BOARD MEETINGS HELD
The Board of Directors met Five times during the year which are ondated 29/04/2021 25/06/2021 23/08/2021 12/11/2021 and 24/01/2022.
9. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosure to the Boardthat they have fulfill all the requirements as to qualify for their appointment as anIndependent Director u/s 149(7) of the Companies Act 2013 that they meet the criteria ofindependence laid down u/s 149(6) of the Companies Act 2013 and the regulation 25 of SEBI(LODR) Regulations 2015.
10. COMPANY?S POLICY ON DIRECTOR?S APPOINTMENT ANDREMUNERATION
In accordance with Section 178 of the Companies Act 2013 and theListing Regulations the Nomination and Remuneration Policy? as approved by theNomination and Remuneration Committee of the Board of Directors is available on theCompany?s website (www.waasolar.org).
11. CORPORATE GOVERNANCE
The Company being listed on the Small and Medium Enterprise platform isexempted from provisions of para C D and E of schedule V as per Regulation 15 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. Hence Corporate Governance report is not required. However ourcompany has adhered to corporate governance by having optimum combination of independentdirectors and executive directors on Board of our Company.
12. COMMITTEES OF THE BOARD
A. AUDIT COMMITTEE
The Audit Committee of your Company has been constituted as per therequirements of Section 177 of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (specified in Part C of Schedule II).
The Audit Committee comprises 3 (Three) Non-Executive Directors (NED)and 1 (one) Executive Director as members. All members are financially literate andpossess sound knowledge of accounts finance and audit matters. The Company Secretary ofthe Company acts as Secretary to the Audit Committee. The Auditors of the Company attendthe Meetings of the Audit Committee on invitation of the Chairman of the Committee. TheComposition of Audit Committee is given below:
Mr. Sumitkumar Patel - Chairman NED & ID Ms. Jaini Jain- MemberNED & ID
Mr. Amit Khurana - Member ED Mr. Mangilal Singhi - Member NED
During the Financial Year 2021-22 the Audit Committee met Four timeson 29/04/2021 25/06/2021 23/08/2021 & 12/11/2021.
B. STAKEHOLDERS? RELATIONSHIP COMMITTEE
The Stakeholders? Relationship Committee of your Company has beenconstituted as per the requirements of Section 178 of the Companies Act 2013 the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (specified in Part Dof Schedule II).
The Stakeholder?s Relationship Committee comprises 3 (three)Non-Executive Directors as Members.
Ms. Jaini Jain - Chairman NED & ID Mr. Sumitkumar Patel - MemberNED & ID
Mr. Mangilal Singhi - Member NED
During the Financial Year 2021-22 he Stakeholder?s RelationshipCommittee met 2 (Two) times on 26/06/2021 & 12/11/2021.
C. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of your Company has beenconstituted as per the requirements of Section 178 of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (specified in Part Dof Schedule II). The Chairman of the Committee is an Independent Director.
The Nomination and Remuneration Committee comprises 3 (Three)Non-Executive Directors as members. The Composition of Nomination and RemunerationCommittee is given below:
Ms. Jaini Jain - Chairman NED & ID Mr. Sumitkumar Patel - MemberNED & ID
Mr. Mangilal Singhi - Member NED
During the Financial Year 2021-22 the Stakeholder?s RelationshipCommittee met 1 (One) times on 12/11/202 1.
13. DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors confirm to the best of their knowledge and belief that:
a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial
. year and of the loss of the Company for that period;
c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concernbasis;
e) the directors in the case of a listed company had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
14. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year your Company have given Loan or any Guarantee orprovided any Security or made any investment which covered under section 186 of theCompanies Act 2013. The details of loans made by the Company during the year mentionedas below:
(Rs. In Crore)
|Sr. No. ||Name of Entity ||Relationship ||Amount of Loan Made ||Purpose of Loan |
|1 ||Madhav Infra Proje ||cts Limited ||Associate Concern ||04.10 ||General Business Purpose |
During the year the Company has not given any additional Guarantee toany body Corporate.
During the year the Company has made investment as mentioned herein asunder:
(Rs. In Crore)
|Sr. No. ||Name of Entity ||Amount |
|1 ||Infinity Infrabuild Limited ||10.00 |
15. PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of section 188 of Companies Act 2013. Allthe related party transactions entered into during the financial year under review were inordinary course of business and on an arm?s length basis. There were no materiallysignificant transactions with related parties during the financial year which were inconflict with the interest of the Company. Accordingly information in form AOC-2 is notannexed.
16. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of conservation of energy technology absorptionforeign exchange earnings and outgo for the financial year under review as required to begiven under Section 134(3)(m) of the Companies Act 2013 and the Rules made thereunder.Your Company having business of power generation and transmission to the concern authorityby Solar Power Projects which required optimum use of energy. Your Company absorbed besttechnology and product during setting its solar power project. Your Company has not beenspend any money towards research and development. Your Company during year under reviewhas not entered in transaction towards foreign exchange earnings and outgo.
17. INSURANCE & RISK MANAGEMENT
The assets of the Company are adequately insured against the loss offire riot earthquake terrorism loss of profits etc. In terms of the ListingRegulations as it is not mandatorily required the Company has not constituted a RiskManagement Committee. However Board has considered the necessary risk in solar industryand evaluated the same.
18. BOARD EVALUATION
SEBI (LODR) Regulations 2015 mandates that the Board has carried outan annual evaluation of its own performance Board committees and individual directorspursuant to the provisions of the Act.
The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of the criteria such as the Board compositionand structure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the Board after seeking inputs from thecommittee members. The Board and the Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings. The Chairmanwas also evaluated on the key aspects of his role. In a separate meeting of IndependentDirectors performance of non-independent directors performance of the Board as a wholeand performance of the Chairman was evaluated taking into account the views of executivedirectors and nonexecutive directors.
19. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year the Company had appointed Mrs. Heena Parikh (DIN:02879703) as an Independent Director and Mrs. Neelakshi Khurana (DIN: 00027350) as aDirector of the Company. Shri Mangilal Singhi had been appointed as Chief FinancialOfficer of the Company with effect from 25th June 202 1.
# Ms. Bhumi Vaid (Mehta) was resigned from the post of CompanySecretary with effect from 10th June 2022 and Ms. Nikita Sadhwani is join as a CompanySecretary and Compliance Officer of the Company with effect from 26th August 2022.
The Company had obtain certificate from the Practicing CompanySecretary on Non of the Directors are disqualified Pursuant to Regulation 34(3) andSchedule V Para C Clause (10)(i) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annex as Annexure B.
As on March 31 2022 the Company has 8 subsidiaries in terms of theCompanies Act 2013 a list of which is given under Annual Return the forming part of thisAnnual Report. The salient features of the financial statement of subsidiaries / jointventures / associates and their contribution to the overall performance of the Companyduring the period under review have been provided in Form AOC-1 as Annexure A and Notes toAccounts respectively both forming part of this Annual Report.
21. CERTIFICATE FROM COMPANY SECRETARY IN PRACTISE
There is to certify by the Practicing Company Secretary that none ofthe Directors of the Board of the Company as listed hereunder for the financial yearended 31st March 2022 have been debarred or disqualified from being appointed orcontinuing as Director of the Companies as per Annexure B.
22. LISTING OF SECURITIES OF THE COMPANY
Your Company is listed on BSE Limited through SME Listing and havingscrip code is 541445. The Company has paid the Annual Listing Fees to the Stock Exchangeas required.
23. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required in Regulation 34of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isannexed and forming part of the Directors' Report.
24. SIGNIFICANTAND MATERIAL EVENYS AND ORDERS
During the financial year under review There are no significant andmaterial orders passed by any regulator or court or tribunal impacting the going concernstatus and your Company?s operations in future. The Company was issued the BonusShares in the Ratio of 1:1 to the Shareholders of the Company.
25. AUDITOR'S AND THEIR REPORT
M/s. Chandrakant & Seventilal & J. K. Shah & Co. CharteredAccountants (Registration No. 101676W) who were appointed as the Statutory Auditors ofthe Company who can hold the office till the 13th AGM. The Auditor completed his term ofappointment pursuant to this the Company has approach to M/s JCH & AssociatesChartered Accountant (Registration No. 134480W) who were appointed as the StatutoryAuditor of the Company at this 13th Annual General Meeting up to the five years i.e. till18th AGM subject to the approval of the members.
M/s. JCH & Associates Chartered Accountants have confirmed theireligibility under Section 141 of the Companies Act 2013 and the Rules framed thereunderfor appointment as Statutory Auditors of the Company. As required under SEBI (LODR)Regulations 2015 M/s. Bipin & Co. have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia
The Auditors report for financial year ended on March 31 2022 does notcontain any qualification reservation or adverse remark. The Auditors report enclosedwith the financial statements in the Annual Report.
26. SECRETARIAL AUDITORS
Mr. Haresh Kapuriya of M/s. KH & Associates Practicing CompanySecretaries was appointed to conduct secretarial audit of the Company for the year endedon March 31 2022 as required under Section 204 of the Companies Act 2013 and Rulesthere under. The Secretarial Audit Report given by Secretarial Auditors in Form No. MR-3has been annexed herewith as Annexure -C to this report. The Board has appointed Mr.Haresh Kapuriya of M/s. KH & Associates Practicing Company Secretaries assecretarial auditor of the Company.
27. CREDIT RATING
Your Company has been assigned a rating of CARE A- (Minus) for LongTerm Bank Limits of Rs. 63.75 Crores. The rating is assigned by CARE.
28. PARTICULARS OF EMPLOYEES
None of the employee was drawing in excess of the limits prescribeunder section 197 (12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has been annexedherewith as Annexure - D to this report.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of the Companies Act 2013 and amendments and rules madethereunder are attract applicability to the Company and the Company has formulated CSRpolicy as provided under Section 135 of the Companies Act 2013. The Company is committedto discharging its social responsibility as a good corporate citizen. The Corporate SocialResponsibility Report has been annexed herewith as Annexure- E to this report.
30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013
The Company has adopted policy on Prevention of Sexual Harassment ofWomen at Workplace in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the financial year ended March31 2022 no complaint was received.
The SEBI (LODR) Regulations 2015 mandate to formulations of certainpolicies for all listed Companies. Accordingly the Company has formulated the Policiesfor the same as the Company believed to retain and encourage high level of ethicalstandard in business transactions. All our Policies are available on our websitewww.waasolar.org.
Your Directors place on record their appreciation for the overwhelmingco-operation and assistance received from investors customers business associatesbankers vendors as well as regulatory and governmental authorities. Your Directors alsothank the employees at all levels our consistent growth was made possible by their hardwork solidarity cooperation and support.
|Date: August 31 2022 ||For and on behalf of the Board of Directors Waa Solar Limited |
|Place: Vadodara ||Amit A Khurana |