Waa Solar Ltd.
|BSE: 541445||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE799N01012|
|BSE 00:00 | 18 Jun||43.90||
|NSE 05:30 | 01 Jan||Waa Solar Ltd|
Waa Solar Ltd. (WAASOLAR) - Director Report
Company director report
The Members Waa Solar Limited
The Director presents the 10th Annual Report of your Company together with the audited standalone and consolidated financial statements for the financial year ended March 31 2019.
1. FINANCIAL HIGHLIGHTS
Financial Results of the Company for the year under review along with the figures for previous year are as follows:
(Rs. in Lakhs) except per equity share data)
2. OPERATION AND PERFORMANCE REVIEW
The Company achieved revenue from operations of Rs. 2902.53 Lakhs and EBITDA of Rs. 2644.19 lakhs as against Rs. 2343.18 Lakhs in the previous year. Net Profit for the year is Rs. 528.98 Lakhs as compared to net profit of Rs. 275.48 Lakhs in the previous year. The Company has incurred more profit for the financial year under review as compared to profits of previous year primarily due to the Company has change its depreciation method in previous year.
The Company achieved revenue from operations of Rs. 8567.71 Lakhs and EBIT of Rs. 6630.92 lakhs as against Rs. 5396.42 Lakhs and Rs. 4434.18 Lakhs respectively in the previous year. Net Profit for the year is Rs. 418.40 Lakhs as compared to net profit of Rs. 371.18 Lakhs in the previous year. The Company has incurred more profit for the financial year under review as compared to profits of previous year primarily due to the number of subsidiary has been increased due to change of term significant influence under Companies (Amendment) Act 2017.
The Board of your Company has not recommended any dividend on equity shares for the year ended.
4. TRANSFER TO RESERVES
During the financial year under review the Company has transferred its net 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 on Built Own and Operate (BOO) basis has regular generation and no major change in business operation. Other Projects through SPVs are also in streamline operation and getting regular power generation.
6. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR UNDER REVIEW AND OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
During the financial year under review and up to the date of this Report certain material changes took place the details of which together with their rationale are as under:
Initial Public Offer (SME): During the financial year under review the Company took approvals of Board and members of the Company for the initial public offer and submitted draft prospectus and prospectus with Registrar of Companies Gujarat and BSE Limited and made allotment to the investors. The Equity shares of the Company is listed at BSE Limited. The Scrip was listed on 12th June 2018.
Dispose of Investment(s) - During the financial year under review the Company entered into term sheet for sale of subsidiary i.e. Madhav Solar (Karnataka) Private Limited and Madhav Solar Private Limited on terms and condition to execute definitive agreement. The Company has yet not entered in to any Share Purchase Agreement in the matter of sale of said SPV.
Increase in paid up share capital - During the financial year under review the paid up share capital of the Company increased by allotment of 1750000 fresh shares to the subscribers of IPO and total paid up capital of your company is Rs. 66333820/-
8. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form MGT-9 in terms of Section 92(3) of the Companies Act 2013 for the financial year under review has been provided in an Annexure A which forms part of the Directors' Report.
9. NUMBER OF BOARD MEETINGS HELD
The Board of Directors met six times during the year which are on dated 18/05/2018 21/05/2018 08/06/2018 04/09/2018 14/11/2018 and 22/02/2019.
10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosure to the Board that they have fulfill all the requirements as to qualify for their appointment as an Independent Director u/s 149(7) of the Companies Act 2013 that they meet the criteria of independence laid down u/s 149(6) of the Companies Act 2013 and the regulation 25 of SEBI (LODR) Regulations 2015.
11. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
In accordance with Section 178 of the Companies Act 2013 and the Listing Regulations the `Nomination and Remuneration Policy' as approved by the Nomination and Remuneration Committee of the Board of Directors is available on the Company's website (www.waasolar.org ).
12. CORPORATE GOVERNANCE
The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of para C D and E of schedule V as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence Corporate Governance report is not required. However our company has adhered to corporate governance by having optimum combination of independent directors and executive directors on Board of our Company.
13. COMMITTEES OF THE BOARD
A. AUDIT COMMITTEE
The Audit Committee of your Company has been constituted as per the requirements of Section 177 of the Companies Act 2013 and the SEBI (Listing Obligations and 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 and possess sound knowledge of accounts finance and audit matters. The Company Secretary of the Company acts as Secretary to the Audit Committee. The Auditors of the Company attend the Meetings of the Audit Committee on invitation of the Chairman of the Committee. The Composition of Audit Committee is given below:
Mr. Sumitkumar Patel - Chairman NED & ID Ms. Jaini Jain- Member NED & ID Mr. Amit Khurana - Member ED Mr. Mangilal Singhi - Member NED
During the year Mr. Tusharbhai Donda and Mr. Vinit Rathi was resigned on August 22 2018 upon that Mr. Sumitkumar Patel and Mr. Mangilal Singhi was appointed as member to the Committee. During the Financial Year 2018-19 the Audit Committee met 5 (five) times on 08/06/2018 04/09/201801/10/201814/11/2018 and 22/02/2019.
B. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of your Company has been constituted as per the requirements of Section 178 of the Companies Act 2013 the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (specified in Part D of Schedule II).
The Stakeholder's Relationship Committee comprises 3 (three) Non-Executive Directors as Members.
Ms. Jaini Jain - Chairman NED & ID Mr. Sumitkumar Patel - Member NED & ID Mr. Mangilal Singhi - Member NED
During the year Mr. Vinit Rathi was resigned on August 22 2018 upon that Mr. Sumitkumar Patel was appointed as Member to the Committee. During the Financial Year 2018-19 the Stakeholder's Relationship Committee met 2 (Two) times on 08/06/2018 and 14/11/2018.
C. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of your Company has been constituted 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 D of 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 Remuneration Committee is given below:
During the year Mr. Tusharbhai Donda and Mr. Vinit Rathi was resigned on August 22 2018 upon that Mr. Sumitkumar Patel and Mr. Mangilal Singhi was appointed as member to the Committee. During the Financial Year 2018-19 the Stakeholder's Relationship Committee met 2 (Two) times on 08/06/2018 and 14/11/2018.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors confirm to the best of their knowledge and belief that:
a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors in the case of a listed company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year your Company have given Loan or any Guarantee or provided any Security or made any investment which covered under section 186 of the Companies Act 2013. The details of loans made by the Company during the year mentioned as below:
During the year the Company has not given any additional Guarantee to any body Corporate.
During the year the Company has made investment as mentioned herein as under:
16. PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of section 188 of Companies Act 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm's length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly information in form AOC-2 is not annexed.
17. UTILISATION OF IPO FUNDS
As the Company was came out with the IPO in the Financial Year 2018-19 the Company has utilized the funds in a) to create Fixed Deposits of Rs. 13.94 Crore b) Spend Rs. 37 lakhs towards Issue Expenditure c) to create Madhav Solar (J) Private Limited-Wholly Owned Subsidiary by investing Rs. 5.00 Crore d) towards purchase of preference shares of subsidiary companies worth Rs. 8.86 crores.
18. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of conservation of energy technology absorption foreign exchange earnings and outgo for the financial year under review as required to be given 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 authority by Solar Power Projects which required optimum use of energy. Your Company absorbed best technology and product during setting its solar power project. Your Company has not been spend any money towards research and development. Your Company during year under review has not entered in transaction towards foreign exchange earnings and outgo.
19. INSURANCE & RISK MANAGEMENT
The assets of the Company are adequately insured against the loss of fire riot earthquake terrorism loss of profits etc. In terms of the Listing Regulations as it is not mandatorily required the Company has not constituted a Risk Management Committee. However Board has considered the necessary risk in solar industry and evaluated the same.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of the Companies Act 2013 and amendments and rules made thereunder are not attract applicability to the Company and hence no CSR committee constituted.
21. BOARD EVALUATION
SEBI (LODR) Regulations 2015 mandates that the Board has carried out an annual evaluation of its own performance Board committees and individual directors pursuant to the provisions of the Act.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. The Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors performance of non-independent directors performance of the Board as a whole and performance of the Chairman was evaluated taking into account the views of executive directors and non-executive directors.
22. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. Vineet Rathi (DIN: 03541288) and Mr. Tusharbhai Donda (DIN: 07543151) resigned from directorship w.e.f August 22 2018. while Mr. Sumitkumar Patel (DIN: 08206567) appointed as an independent director w.e.f. September 28 2018 and Mr. Tanmay Kabra appointed as Chief Financial Officer of the Company w.e.f. September 04 2018 due to resignation by Mr. Mangelal Singhi from the post of Chief Financial Officer w.e.f. September 04 2018.
After end of the financial year and up to the date of this report Mr. Kaushik Sakhavala was resigned from the post of Company Secretary and Compliance Officer w.e.f. May 16 2019.
As on March 31 2019 the Company has 8 subsidiaries in terms of the Companies Act 2013 a list of which is given in Form MGT-9 - Extract of Annual Return forming part of this Annual Report. The salient features of the financial statement of subsidiaries / joint ventures / associates and their contribution to the overall performance of the Company during the period under review have been provided in Form AOC -1 as Annexure B and Notes to Accounts respectively both forming part of this Annual Report.
24. LISTING OF SECURITIES OF THE COMPANY
Your Company get listed on BSE Limited through SME Listing and having scrip code is 541445.
25. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed and forming part of the Directors' Report.
26. SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS
During the financial year under review no significant and material orders impacting the going concern status and Company's operations in future have been passed by any Regulators or Courts or Tribunals.
27. AUDITOR'S AND THEIR REPORT
M/s. Chandrakant & Seventilal & J. K. Shah & Co. Chartered Accountants (Registration No. 101676W) who were appointed as the Statutory Auditors of the Company. The Auditors report for financial year ended on March 31 2019 does not contain any qualification reservation or adverse remark. The Auditors report enclosed with the financial statements in the Annual Report.
28. SECRETARIAL AUDITORS
Mr. Hemant Valand of M/s. KH & Associates Practicing Company Secretaries was appointed to conduct secretarial audit of the Company for the year ended on March 31 2019 as required under Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report given by Secretarial Auditors in Form No. MR-3 has been annexed herewith as Annexure -C to this report.
The Board has appointed Mr. Hemant Valand of M/s. KH & Associates Practicing Company Secretaries as secretarial auditor of the Company.
29. CREDIT RATING
Your Company has been assigned a rating of CARE A- (Minus) for Long Term Bank Limits of Rs. 88.25 Crores. The rating is assigned by CARE.
30. PARTICULARS OF EMPLOYEES
None of the employee was drawing in excess of the limits prescribe under 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 annexed herewith as Annexure - D to this report.
31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. During the financial year ended March 31 2019 there is no woman employee in the Company.
The SEBI (LODR) Regulations 2015 mandate to formulations of certain policies for all listed Companies. Accordingly the Company has formulated the Policies for the same as the Company believed to retain and encourage high level of ethical slandered in business transactions. All our Policies are available on our website www.waasolar.org .
Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors customers business associates bankers vendors as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels our consistent growth was made possible by their hard work solidarity cooperation and support.