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Waaree Technologies Ltd.

BSE: 539337 Sector: Industrials
NSE: N.A. ISIN Code: INE725P01012
BSE 00:00 | 06 Dec 120.35 5.70
(4.97%)
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120.35

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NSE 05:30 | 01 Jan Waaree Technologies Ltd
OPEN 120.35
PREVIOUS CLOSE 114.65
VOLUME 2800
52-Week high 148.25
52-Week low 17.05
P/E
Mkt Cap.(Rs cr) 130
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 120.35
CLOSE 114.65
VOLUME 2800
52-Week high 148.25
52-Week low 17.05
P/E
Mkt Cap.(Rs cr) 130
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Waaree Technologies Ltd. (WAAREETECH) - Director Report

Company director report

To

The Shareholders

Waaree Technologies Limited

Mumbai

Your Directors are pleased to present the 07th Annual Report on the businessand operations of the Company and the accounts for the Financial Year ended March 312020.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The Board's Report shall be prepared based on the standalone financial statements ofthe Company.

Particulars Year Ended on March 2020 Year Ended on March 2019
Amt. in Rs. Amt. in Rs.
Total Income (6620355) 16087928
Less: Expenditure (5242656) 17075356
Profit/(Loss) before Tax (1377700) (987428)
Less: Tax Expense 5905 192341
Profit/(Loss) after Tax (1371795) (795087)

2. BRIEF DESCRIPTION OF THE COMPANY'S OPERATIONS DURING THE YEAR / STATE OF COMPANY'SAFFAIR

During the financial year ended on March 31 2020 the Company earned revenue of Rs.10.01 lacs form other operation and there was a return of goods during the year hencethere is negative revenue from operation.

3. NATURE OF BUSINESS

During the financial year the Company has not generated any revenue form theoperation. The Company is exploring the business opportunities in the areas of solarenergy as approved by the members at the Extra-ordinary General Meeting held on November27 2019.

4. DIVIDEND

In view of the losses incurred during the financial year ended on March 312020 therewas no dividend recommended for the period.

5. SHARE CAPITAL

The Paid up equity share capital as at March 31 2020 is Rs. 26320000 (Rupees Twocrore sixty three lac twenty thousand only). There was no change in share capital of thecompany during the year.

6. RESERVES

No amount has been transferred to Reserves account during the financial year.

7. CORPORATE GOVERNANCE

With reference to the captioned subject and regulation 15(2) (b) of the saidregulations the compliance with the corporate governance provisions as specified inregulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation 46 and para C D and E of the Schedule V shall not apply to those listedentity which has the specified securities on the SME Exchange.

Further Company is listed on the SME Platform of BSE Limited having net worth of Rs.3.79 crore only. Hence Compliance with above mentioned provisions relating to CorporateGovernance are not applicable and the Company is not required to file report on CorporateGovernance Report on quarterly basis with the Stock Exchange.

8. ANNUAL RETURN

In pursuance to the provisions of section 92(3) of the Companies Act 2013 AnnualReturn for the financial year ended on March 31 2020 is available athttp://hktrade.in/pdf/Annual%20Return%202020.pdf on the website of the Company i.e.www.hktrade.in.

9. SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31 2020 the Company has no subsidiary or Associate Company or JointVenture Company.

10. CONSOLIDATED FINANCIAL STATEMENT

The Company is not required to consolidate its financial statements in terms ofprovisions of Companies Act 2013 and rules there-under.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to financial statements for thefinancial year ended on March 2019.

12. BOARD EVALUATION INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act 2013 and under obligations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board carries outthe annual performance evaluation of its own performance of the Directors individually aswell as the evaluation of working of its various Committees. A structured questionnaire isprepared after taking into consideration the inputs received from Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees board culture execution and performance of specific dutiesobligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the NonIndependent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) In terms of the provision of section 152 of the Companies Act 2013 and of Articlesof Association of the Company Mr. Rushab P. Doshi Director of the Company retires at theensuing Annual General Meeting and being eligible seeks re-appointment.

(b) During the Financial year 2019-20 Mr. Hiren Desai has tendered resignation fromthe Board with effect from April 11 2019. .

(c) Mr. Jayesh D Shah has been appointed as Independent Director of the Company witheffect from June 18 2020 subject to the approval of the members and being eligible forappointment at the ensuing Annual General Meeting..

(d) All Independent Directors have furnished to the Company a declaration under Section149 (7) of the Companies Act 2013 stating that they meet criteria of Independence asprovided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.

14. BOARD OF DIRECTORS AND COMMITTEES THEREOF

(a) Composition of the Board of Directors

The Board of the Company is composed of individuals from diverse fields. The Board ofthe Company is composed of Executive Non-Executive and Independent Directors.

As on March 31 2020 the strength of the Board of Directors of the Company was at FourDirectors comprising of Two Executive and Two Non-Executive Independent Directors. Thedetails of the Board of Directors as on March 312020 are given below:

Name of the Director Designation Date of Joining

No. of Directorships / Committee Memberships/ Chairmanships

Public Limited Companies (including this) Private Limited and Section 8 Companies Committee Memberships (including this Committee Chairman Ships (including this)
Mr Raj ender Mohan Malla Non-Executive Independent Director 20/03/19 11 3 04 Nil
Mr. Kirit Chimanlal Doshi Chairman & Managing Director 24/10/18 1 8 01 Nil
Mrs Ruchi Sethi Non-Executive Independent Director 20/03/19 1 Nil Nil 03
Mr. Rushabh Pankaj Doshi Executive Director 27/11/18 1 1 02 Nil

The composition of the Board also complies with the provisions of the Companies Act2013 and Regulation 17 (1) of SEBI (LODR) Regulations 2015.

All the Independent Directors had furnished to the Company a declaration under section149 (7) of the Companies Act 2013 stating that they meet the criteria of independence asprovided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.

(b) Board Meetings

The Board/Committee meetings are pre-scheduled and proper notices of Board andCommittee meetings is circulated to the Directors well in advance to enable them to plantheir schedules and to ensure their meaningful participation in the meetings.

During the financial year the Board of Directors of the Company met 5 (five) times.The gap between two Board meetings was in compliance with the provisions of the Act andthe SEBI (LODR) Regulations 2015. Details of Directors as on March 31 2020 and theirattendance at the Board meetings and Annual General Meeting ("AGM") during thefinancial year ended March 31 2020 are given below:

Date of Meeting

Name of the Director

Mr. Rajender Mohan Malla Mr. Kirit Chimanlal Doshi Mrs. Ruchi Sethi Mr. Rushabh P. Doshi
April 26 2019 1 1 r 1
May 14 2019 J J L J
July 30 2019 J J L J
November 12 2019 J J L J
January 07 2020 J J L J
AGM - September 10 2019 N.A J L J
EGM - February 06 2020 1 1 r 1

(c) Audit Committee

The Audit Committee in terms of the provisions of section 177 of the Companies Act2013 comprising of Mrs. Ruchi Sethi Mr. Rajender Mohan Malla and Mr. Rushabh PankajDoshi. Mrs. Ruchi Sethi Independent Director is the Chairman of the Audit Committee.

During the financial year ended on March 31 2020 4 (four) meeting of the AuditCommittee were held on May 14 2019 July 30 2019 November 12 2019 and January 07 2020which were attended by all the members of the Committee.

(d) Nomination and Remuneration Committee

The Nomination and Remuneration Committee in terms of the provisions of section 178 ofthe Companies Act 2013 comprising of Mrs. Ruchi Sethi and Mr. Rajender Mohan Malla. Mrs.Ruchi Sethi Independent Director is the Chairman of the Nomination and RemunerationCommittee.

During the financial year ended on March 31 2020 (3) Three meetings of the Nominationand Remuneration Committee were held on April 26 2019 May 14 2019 and January 07 2020which were attended by all the members of the Committee

(e) Stakeholders Relationship Committee

The Stakeholders Relationship Committee in terms of the provisions of section 178 ofthe Companies Act 2013 comprising of Mr. Kirit Chimanlal Doshi Mr. Rushabh Pankaj Doshiand Mrs. Ruchi Sethi. Mrs. Ruchi Sethi Independent Director is the Chairman of theStakeholders Relationship Committee.

During the financial year ended on March 31 2020 4 (Four) meeting of the StakeholdersRelationship Committee were held on May 14 2019 July 30 2019 November 12 2019 andJanuary 07 2020 which were attended by all the members of the Committee.

15. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec. 134 (5) of the Companies Act 2013 the Directorsconfirm that.

i. in preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.

ii. appropriate accounting policies have been selected and applied and such judgmentand estimates have been made that are reasonable and prudent so as to give true and fairview of the state of affairs of the company as at March 31 2020 and of the profit of thecompany for the year ended that date.

iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts have been prepared on a "going concern "basis.

v. proper internal financial controls are laid down and are adequate and operatingeffectively.

vi. proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems are adequate and operating effectively.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the financial year the Company has not entered into any transaction withrelated parties as specified under section 188 of the Companies Act 2013 and Regulation23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

18. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has policies procedures and effective internal controls for ensuringorderly and efficient conduct of the business safeguard of its assets prevention anddetection of fraud and errors accuracy and completeness of the accounting record timelypreparation of financial statements and proper disclosure. During the year such controlswere tested and no reportable material weakness in the design or operation was observed.

The internal and operational audit is conducted on regular basis The main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry

19. RISK MANAGEMENT

During the financial year under review the Company has identified and evaluateselements of business risk. Consequently a Business Risk Management framework is in place.The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks. The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for business.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act 2013 read with Companies CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company during thefinancial year under review.

21. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety Health and Environmental (SHE)performance related to its activities products and services. Your Company is takingcontinuous steps to develop Safer Process T echnologies and Unit Operations for increasedsafety and reduction of human error element. Enhanced level of training on Process andBehavior based safety adoption of safe and environmental friendly production process.Management System is done on a continuous basis.

The Company is committed to continuously take further steps to provide a safe andhealthy environment.

22. POLICIES:

The details of the policies approved and adopted by the Board of Directors of theCompany and required to be part of the Directors Report are as under;

(a) Vigil Mechanism/Whistle Blower Policy

The Company has a whistle blower policy to report genuine concerns or grievances. TheWhistle Blower policy has been posted on the website of the Company. (www.hktrade.in)

(b) Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Theremuneration and nomination policy has been posted on the website of the Company (www.hktrade .in)

(c) Related Party Transactions and Policy

The Company has developed a related party transactions framework through standardoperating procedures for the purpose of identification and monitoring of transactions withthe related parties.

The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company i.e. (www.hktrade.in). None of the Directors hasany pecuniary relationship or transactions vis-a-vis the Company.

(d) Policy on material subsidiary

The details of the policy have been disclosed on Company's website at (www.hktrade.in)

(e) Familiarization programme for Directors

The details of the familiarization programme have been disclosed on Company's websiteat (www. hktrade .in)

(f) Code of Conduct

In Compliance with Regulation 26(3) of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has laid down theCode of Conduct for all Board members and senior management of the Company which isavailable on the Company's Website at (www.hktrade.in).

All the Board members and senior management of the Company have affirmed compliancewith their Code of Conduct for the financial year ended March 31 2020.

The Managing Director has also confirmed and certified the same. The certification isannexed and forming the part of this report.

(g) Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment.

All employees (permanent contractual temporary trainees) are covered under thispolicy. During the year 2019-2020 no complaints were received by the Company related toSexual Harassment

(h) Risk Management Policy:

Your Company has a Risk Management Policy adopted by the Board. Periodical in-houserisk audits were conducted to detect and mitigate the risks in a timely and effectivemanner. Management Discussion and Analysis Report contain more details on the risk

management practiced by the Company

23. STATUTORY INFORMATION:

(a) The information on conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section134 (3)(m) of the Companies Act 2013 readwith the Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to theCompany during the financial year.

(b) The information required under section 197 of the Companies Act 2013 read withRule 5(1) (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company are not applicable to theCompany during the financial year.

(c) The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

(d) The Business Responsibility Reporting as required under SEBI (LODR) 2015 and isnot applicable to your Company for the financial year under review.

(e) Disclosure as required under para F of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company during thefinancial year.

(f) A certificate from a Company Secretary in practice that none of the Directors onthe Board of the Company have been debarred or disqualified from being appointed orcontinuing as Directors of companies by the Board/Ministry of Corporate Affairs or anysuch statutory authority is annexed herewith as a part of the report

24. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS:

The Company was listed on BSE SME segment for the Financial Year 2015-16. The Companyconfirms that it has paid the Annual Listing Fees for the year 2019-2020 to BSE where theCompany's Shares are listed.

25. STATUTORY AUDITOR

M/s. R T Jain & Co. LLP Chartered Accountants (Firm Registration No. 103961W) wereappointed as the statutory auditor of the Company for a period of five years at the AnnualGeneral Meeting (AGM) of the Company held on September 30 2016 to hold office from theconclusion of the Third AGM till conclusion of the Eight AGM to be held in the year 2021.

The Report given by the Auditor on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditor in their Report.

26. SECRETARIALAUDITOR

The Board appointed M/s. R.M. Mimani & Associates LLP Company Secretaries toconduct Secretarial Audit for the Financial Year 201919. The Secretarial Audit Report forthe Financial Year ended March 31 2020 is attached to this Report in Annexure I.

27. COST AUDIT

Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the financialyear.

28. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report under requirements of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 forms part of this AnnualReport for the year ended 31st March 2020.

29. CAUTIONARY STATEMENT

Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute 'forward looking statements' within the meaning of applicablelaws and regulations. Although the expectations are based on reasonable assumptions theactual results might differ.

30. APPRECIATIONS AND ACKNOWLEDGMENTS

The Directors wish to thank and deeply acknowledge the co-operation assistance andsupport extended by the Regulatory Authorities Company's Bankers Customers Shareholdersand other business constituents during the year under review. It will be your Company'sendeavour to build and nurture strong links with the trade based on mutuality of benefitsrespect for and co-operation with each other consistent with consumer interests. TheDirectors also wish to place on record their appreciation for all round co-operation andcontribution made by employees at all levels.

For and on behalf of the Board of Waaree Technologies Limited

[Formerly H K Trade International Limited]

Sd/- Sd/-
Kirit C. Doshi Rushabh P. Doshi
Managing Director Director & CFO
Place: Mumbai Dated: September 05 2020 DIN: 00211972) DIN: 07829435

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