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Waterbase Ltd.

BSE: 523660 Sector: Others
NSE: WATERBASE ISIN Code: INE054C01015
BSE 11:57 | 03 Oct 81.45 1.25
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NSE 11:44 | 03 Oct 81.70 1.60
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OPEN 81.00
PREVIOUS CLOSE 80.20
VOLUME 4863
52-Week high 122.00
52-Week low 67.10
P/E
Mkt Cap.(Rs cr) 337
Buy Price 81.50
Buy Qty 4.00
Sell Price 81.95
Sell Qty 13.00
OPEN 81.00
CLOSE 80.20
VOLUME 4863
52-Week high 122.00
52-Week low 67.10
P/E
Mkt Cap.(Rs cr) 337
Buy Price 81.50
Buy Qty 4.00
Sell Price 81.95
Sell Qty 13.00

Waterbase Ltd. (WATERBASE) - Director Report

Company director report

Your Directors have great pleasure in presenting the Thirty Fourth Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe year ended March 31 2021.

1. FINANCIAL SUMMARY

The summarized standalone and consolidated results of your Company are given in thetable below:

(` Lakhs)

Standalone

Consolidated

Financial Year ended

Financial Year ended

Particulars 31.03.2021 31.03.2020 31.03.2021 31.03.2020
Revenue from Operations 21129.90 32243.22 21129.90 32243.22
Other Income 265.36 237.22 265.36 237.22
Total Income 21395.26 32480.44 21395.26 32480.44
Operating Expenditure 19708.71 29015.64 19710.18 29020.46
Operating Profit before Depreciation Interest & Tax 1686.55 3464.80 1685.08 3459.98
Finance Cost 147.96 262.02 147.96 262.02
Depreciation and Amortization Expense 729.11 714.19 729.11 714.19
Profit Before Tax 809.48 2488.59 808.01 2483.77
Tax Expense:
a) Current Tax 449.36 728.07 449.36 728.07
b) Deferred Tax (232.86) (93.36) (232.86) (93.36)
Profit After Tax 592.98 1853.88 591.51 1849.06
Basic EPS (`) 1.43 4.48 1.43 4.46
Diluted EPS (`) 1.43 4.48 1.43 4.46

2. FINANCIAL STATEMENTS

The Standalone and Consolidated financial statements for the year ended March 31 2021have been prepared under Ind AS (Indian Accounting Standards) by the Company. The Board onthe recommendation of the Audit Committee approved both the Standalone And Consolidatedaudited financial statements for the year ended March 31 2021 at its meeting held on May27 2021.

3. COMPANY PERFORMANCE

The Standalone Net Revenue from Operations for the Financial Year ended March 31 2021was ` 211.29 crores which is down 34% compared to ` 322.43 crores for the previousFinancial Year. The Profit After Tax for the year was ` 5.93 crores down by 68% ascompared to ` 18.54 crores in the previous Financial Year.

The Consolidated Net Revenue from Operations for the Financial Year under review was `211.29 crores which is down 34% compared to ` 322.43 crores for the previous FinancialYear. On consolidated basis the Company earned a Profit After Tax of ` 5.92 crores forthe Financial Year 2020-21 against ` 18.49 crores for the previous Financial Year. Theseconsolidated figures include the financial performance of Saatatya Vistaar Oorja BengaluruPrivate Limited Subsidiary Company.

Economic growth during the year under review was subdued due to the outbreak ofCovid-19 pandemic leading to muted consumer demand across globe and higher outlay ofGovernment budgets in combatting the health crisis. Revenue growth of the Company for theyear was impacted due to macroeconomic slowdown and disruption caused by COVID-19pandemic.

4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company’s equity investment in Saatatya Vistaar Oorja Bengaluru PrivateLimited continues at 100% as on March 31 2021. During the year under review the Companyhas not made any investment in any other entity.

5. CHANGES TO THE SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31 2021 is ` 650000000/-divided into 60000000 equity shares of ` 10/- each and 500000 preference shares of `100/- each.

The Paid-Up Share Capital of the Company as on March 31 2021 is ` 414267790comprising of 41426779 equity shares of ` 10 each. During the year under review theCompany has not issued any shares.

6. DIVIDEND

The Board has proposed a final dividend of Re. 1 per equity share of face value ` 10each for the Financial Year 2020-21.

The final dividend if approved by the shareholders will be sent / credited to allshareholders latest by October 21 2021 subject to availability of proper records.

7. INVESTOR EDUCATION AND PROTECTION FUND

Transfer of Unpaid/ Unclaimed Dividend & Share Application Money to InvestorEducation and Protection Fund (IEPF)

Pursuant to the provisions of the Section 124 of the Companies Act 2013 (hereinafteralso referred to as "the Act") read with Investor Education Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("Rules") asamended the dividends unclaimed for a period of seven years from the date of transfer tothe Unpaid Dividend Account of the Company are liable to be transferred to the IEPF.Accordingly unclaimed Interim Dividend of Shareholders for 2014-15 lying in the UnpaidDividend Account of the Company will be due for transfer to IEPF on the due date i.e.September 4 2021. Further the shares (excluding the disputed cases having specificorders of the Court Tribunal or any Statutory Authority restraining such transfer)pertaining to which dividend remains unclaimed for a consecutive period of seven yearsfrom the date of transfer of the dividend to the Unpaid Dividend Account is alsomandatorily required to be transferred to the IEPF Authority established by the CentralGovernment.

The Company had sent individual communication to the concerned shareholders at theirregistered address whose dividend remained unclaimed and whose shares were liable to betransferred to the IEPF by September 4 2021. The communication was also published inNational English and Local Telegu newspapers.

Any person whose unclaimed dividend and shares pertaining thereto matured debenturesamongst others has been transferred to the IEPF can claim their due amount from the IEPFAuthority by making an electronic application in web-form IEPF-5. Upon submitting a dulycompleted form the Shareholders are required to take print of the same and send physicalcopy duly signed along with requisite documents as specified in the form to the attentionof the Nodal Officer at the Corporate Office of the Company. The instructions for theweb-form can be downloaded from the website of Ministry of Corporate Affairs atwww.iepf.gov.in

Details of Nodal Officer

The details of the Nodal / Investor Grievance Officer appointed by the Company underthe provisions of IEPF are given below and the same is disseminated on the website of theCompany http://www.waterbaseindia.com/contact_us.php

Name of the Company T B Srikkanth
Secretary designated
as Nodal Officer
Direct Phone No. 044-45661700
Email ID investor@waterbaseindia.com
Address The Waterbase Limited
Thapar House
37 Montieth Road
Egmore Chennai – 600 008

8. FIXED DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of the Act andthe Rules framed thereunder during the year under review.

9. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe financial statements relate and the date of the Report.

10. CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the Financial Year2020-21.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

There were no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.

12. CREDIT RATING

The Company’s credit facilities are rated by CARE Ratings. As per the last ratingdated March 23 2020 the Company has long-term rating of CARE A- (pronounced CARE A minus)and short-term rating of CARE A2+ (pronounced CARE A two plus). The outlook on thelong-term rating remains stable.

13. BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

As on March 31 2021 the Board of Directors of the Company comprised of Six Non-Executive Directors which included four Independent Directors. The composition of theBoard of Directors is in compliance with the provisions of Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 (hereinafter referredalso as "Listing Regulations" or SEBI (LODR) 2015) and Section 149 of the Act.

B. Change in office of Directors and Key Managerial Personnel of the Company during theyear under review and details of Directors seeking re-appointment at the 34thAnnual General Meeting

The members of the Company in their 33rd Annual General Meeting held onSeptember 29 2020 re-appointed Mr. Varun Aditya Thapar (DIN: 02322660) as Non-ExecutiveDirector office whose shall be liable to retire by rotation.

The members also approved appointment of Ms. Shashikala Venkatraman (DIN: 02125617) asIndependent Director for a period of five consecutive years as per the provisions ofSection 149 of the Act and Regulation 17 of the Listing Regulations.

As per the provisions of Section 152 of the Act Mr. Vikramaditya Mohan Thapar (DIN:00030967) Non-Executive Director will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re appointment.

The Notice dated August 31 2021 of the ensuing Annual General Meeting includes theproposal for appointment and / or re-appointment of Director and their brief resumespecific information about the nature of expertise the names of the Companies in which heholds Directorship and Membership / Chairmanship of the Board Committees as stipulated inthe Act and the Listing Regulations.

C. Criteria for Determining Qualifications Positive Attributes and Independence of aDirector

The Nomination and Remuneration Committee has formulated Nomination Remuneration andEvaluation Policy which details the criteria for determining qualifications positiveattributes and Independence of Directors in terms of provisions of Section 178(3) of theAct and the Listing Regulations. The policy forms part of this report.

D. Declaration by Independent Directors

Mr. Anil Kumar Bhandari Mr. Ranjit Mehta Mr. Rahul Kapur and Ms. ShashikalaVenkatraman Independent Directors have furnished a declaration that they meet thecriteria of independence as envisaged in Regulation 16 of the Listing Regulations andSection 149(6) of the Act.

E. Certificate

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the ListingRegulations M/s Arub & Associates Company Secretary in Practice Chennai hascertified that none of the Directors on the Board of the Company has been debarred ordisqualified from being appointed or continuing as Director of Companies by theBoard/Ministry of Corporate Affairs or any such statutory authority.

F. Number of Meetings of the Board of Directors

The Board meets at regular intervals to adopt financial results and consider and decidebusiness policies and strategic proposals apart from other items of business. The Boardand Committee meetings are pre-scheduled and a tentative annual calendar of meetings iscirculated to the Directors in advance to ensure participation of all Directors.

During the year under review four Board meetings were held and meetings ofSub-committees were also held on regular intervals. The intervening gap between themeetings was within the period prescribed under the Act and the Listing Regulations. Thedetails of the meetings are given in the Report on Corporate Governance which forms partof this Report. The Company provides all the Board members the facility to participate inthe meetings of Board and Sub-committees through Video Conferencing / Other Audio-VisualMeans. Considering the Covid-19 pandemic situation during the year all the meetings ofthe Board and Committees was held virtually.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations aseparate Meeting of the Independent Directors of the Company was held on March 25 2021and the Directors reviewed and assessed the matters enumerated under Schedule IV(VII)(3)to the Act and Regulation 25(4) of the Listing Regulations. All the Independent Directorsattended the meeting.

G. Statutory Committees of the Board

Pursuant to the requirements under the Act and the Listing Regulations the Board ofDirectors has constituted various Committees of Board such as Audit Committee Nominationand Remuneration Committee ("NRC") Stakeholders’ Relationship Committee("SRC") and Corporate Social Responsibility ("CSR") Committee.

The composition and terms of reference of Audit Committee NRC SRC and CSR and numberof meetings held during the year under review are given in the Report on CorporateGovernance forming part of this Annual Report as Annexure 5.

H. Board Evaluation and Familiarization

Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried the annual performance evaluation of its own performance from PracticingCompany Secretary the Directors (excluding the Director being evaluated) as well asthe subcommittees of the Board. The Nomination and Remuneration Committee of the Companyhas carried out evaluation of performance of each Individual Director. Performanceevaluation was made based on structured questionnaire considering the indicative criteriaprescribed in the Nomination Remuneration and Evaluation Policy of the Company read withSEBI Guidance Note on Board Evaluation.

Evaluation of the Board was made based on the role played by the Board in decisionmaking evaluating strategic proposals discussing annual budgets assessing adequacy ofinternal controls review of risk management procedures etc. The evaluation of individualDirector was carried out based on various parameters such as participation in the Boardand its Committee meetings contribution towards strategic proposals suggesting riskmitigation measures supporting in putting place internal controls governance leadershipand talent development and managing external stakeholders. Performance evaluation ofvarious Sub- committees of the Board was carried out based on the criteria such asconstitution effective functioning of the Sub committees as per the terms of referenceperiodical suggestions and recommendations given by the Sub-committees to the Board etc.

In the meeting of Independent Directors held during the year the members evaluated theperformance of the Chairman based on criteria such as giving guidance to the Board andensuring the independence of the Board etc. The performance of the Non-IndependentDirectors was also evaluated based on their contribution made to the growth of theCompany strategic initiatives and Board deliberations.

The Company takes all steps necessary to keep the Directors apprised of keydevelopments in the Business and Industry and to familiarize them for enabling theircontribution and good governance.

Since the Independent Directors are the critical link in any successful CorporateGovernance program a detailed Appointment Letter incorporating the roles duties andexpectations remuneration insurance cover code of conduct etc. is issued for theacceptance of the Independent Directors.

Further as part of the Board/ Committee Meetings the Independent Directors arebriefed about the developments impacting the Industry various strategic initiatives ofthe Company update on operations etc. Product information brochures and Annual Reportsare given for their reference. Senior Executives regularly make presentations by audiovisual means to the Board. The broad overview of the Company’s approach tofamiliarization of Directors is available at the link http://www.waterbaseindia.com/investor_relations.php

I. Directors’ Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Act with respect toDirectors’ Responsibility Statement the Directors confirm:

I. That in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures have been made from the same;

II. That they had selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

III. That they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

IV. That they had prepared the annual accounts on a going concern basis;

V. That they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are effectively; adequate and were operating and

VI. That they had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively

14. AUDIT RELATED MATTERS

A. Statutory Auditors

The current Statutory Auditor M/s Deloitte Haskins & Sells LLP CharteredAccountants (Firm's Registration No. 117366W / W100018) were appointed at the AnnualGeneral Meeting held on December 30 2017 for a period of 5 (Five) consecutive years tohold office till the conclusion of the Thirty Fifth Annual General Meeting to be held in2022.

Further the reports of the Statutory Auditors for FY 2020-21 are given along with theStandalone and Consolidated Financial Statements which is annexed to and forms part ofthis report.

B. Secretarial Auditors

As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard had appointed M/s Arub & Associates Practicing Company Secretaries assecretarial auditor of the Company for FY 2020-21. The report of the said SecretarialAuditor for FY 2020-21 is annexed to and forms part of this report as Annexure 8.

The Secretarial Auditors have observed that there was a delay of seven days in filingof the intimation w.r.t. Closing of Trading Window to the exchange for the quarter endedDecember 31 2020.

Board’s comment on the observation:

Although the closure of trading window was duly intimated to all Designated Persons onDecember 31 2020 there was an inadvertent omission to file the same intimation with thestock exchange for the period ended December 31 2020.

Subsequently the same was filed with the BSE on January 7 2021 with a delay of 7days.

15. REPORTING OF FRAUDS

During the year under review neither the Statutory Auditors nor the SecretarialAuditors has reported to the Audit Committee under Section 143(12) of the Act anyinstances of fraud committed against the Company by its officers or employees.

16. POLICY MATTERS

A. Nomination Remuneration and Evaluation Policy

In terms of provisions of Section 178(3) of the Act the Nomination and RemunerationCommittee of the Company has formulated and recommended to the Board a policy containingthe criteria for determining qualifications competencies positive attributes andindependence for appointment of a Director and it highlights the remuneration for theDirectors Key Managerial Personnel and other employees ensuring that it covers thematters mentioned in Section 178(4) of the Act. The policy is attached as Annexure 1 tothis report.

Particulars of Remuneration details of Directors Key Managerial Personnel andEmployees

The remuneration details of Directors and Key Managerial Personnel and ratio ofremuneration of each Director to the median of employees’ remuneration as per Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed as Annexure 1A.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the namesand particulars of remuneration of top ten employees who have drawn remuneration not lessthan the limits specified in the Rules are available with the Company and in terms ofprovisions of Section 136(1) of the Act this report is being sent to the members withoutthis detail and any member desirous of obtaining information may write to the Company andthe same shall be provided through electronic mode till the date of the ensuing AnnualGeneral Meeting.

B. Vigil Mechanism / Whistle Blower Policy

In accordance with section 177(9) and (10) of the Companies Act 2013 and Regulation 22of the SEBI (LODR) Regulations 2015 the Company has implemented a Whistle Blower Policywhereby employees can report matters such as abuse of authority misconduct fraudmisappropriation of assets non- compliance to code of conduct etc. to the AuditCommittee.

The Audit Committee reviews on quarterly basis the functioning of the Whistle Blowerand Vigil Mechanism. In order to ensure that the policy is adhered to and to assure thatthe concern will be acted upon seriously the Company has committed itself to thefollowing:

1. Ensure that the Whistle Blower and/or the person processing the Disclosure is notvictimized for doing so;

2. Treat victimization as a serious matter including initiating disciplinary action onsuch person(s);

3. Ensure complete confidentiality and no attempt to conceal evidence of theDisclosure;

4. Take disciplinary action if any one destroys or conceals evidence of the Disclosuremade/ to be made;

5. Provide an opportunity of being heard to the persons involved especially to theperson against or in relation to whom a Disclosure is made or evidence gathered during thecourse of an investigation.

The policy lays down the detailed mechanism for reviewing the Complaints spells outthe remedial mechanism assures the confidentiality and protection of whistle-blowers fromvictimization. The policy provides for confidential and anonymous reporting to theChairman of Audit Committee wherever required. The policy also discourages frivolous andvexatious complaints by suitably incorporating penal provisions for such complaints.

The details of the Whistle Blower Policy are available on the website of the Company athttp:// www.waterbaseindia.com/investor_relations.php

C. Corporate Social Responsibility Policy

In terms of the provisions of Section 135 of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors of your Company hasconstituted a Corporate Social Responsibility (CSR) Committee and framed a CSR policywhich details the programs / activities that can be carried out under various programheads. CSR policy of the Company is available on the website http://www.waterbaseindia.com/investor_relations.php. The Company believes that its ultimateobjective is to benefit communities through initiatives which contribute to nationbuilding.

The Company’s leadership takes active responsibility in various communityengagement initiatives. The Company follows a system of Triple Bottom Line accountabilityto measure its performance and its impact on inclusive and equitable growth of themarginalized sections of society.

The CSR Committee of the Board had approved the list of CSR Projects/ Programmes to beundertaken by KCT Group Trust from out of the funds provided by the Company and alsomonitored the implementation of those CSR projects and programmes.

During FY21 the CSR initiatives of the Company was carried out through the registeredTrust established by the KCT Group under the name and style of ‘KCT GroupTrust’ which has carried on projects on its own as well as lent support toidentified projects carried on by other like minded agencies which have far reachingsocietal implications. A Report on the CSR Activities of the Company has been annexed asAnnexure 3 to this report.

17. OTHER MATTERS

A. Internal Financial Controls

The Company has Internal Control Systems commensurate with the nature of its businesssize and complexities. Audit Committee reviews the adequacy and effectiveness of internalcontrol system and monitors the implementation of audit recommendations. During the yearunder review the Internal Audit was conducted and detailed review of control processes inkey control areas and identified design gaps improvement opportunities and managementcheck points which helps in strengthening the processes and monitoring was undertaken.

The Company’s Internal Financial Controls encompass policies and proceduresadopted by the Board for ensuring the orderly and efficient conduct of business includingadherence to its policies safeguarding of its assets prevention and detection of fraudsand errors the accuracy and completeness of accounting records and the timely preparationof reliable financial information. Appropriate review and control mechanisms are built inplace to ensure that such control systems are adequate and are operating effectively

The systems/frameworks include proper delegation of authority operating philosophiespolicies and procedures effective IT systems aligned to business requirements anInternal Audit framework a comprehensive Code of Conduct & Business Ethics frameworka Risk Management framework and adequate segregation of duties to ensure an acceptablelevel of risk. Documented Standard Operating Procedures are in place for all businessprocesses. Key controls are tested to assure that these are operating effectively.

Besides the Company has also implemented SAP ERP for all its processes to strengthenthe internal control and segregation of duties/access.

Key controls in operational financial and IT processes were tested to provideassurance regarding compliance with the existing policies and significant operatingprocedures and no significant weaknesses/deviations were noted in operational controls.Further the Statutory Auditors of the Company also carried out audit of InternalFinancial Controls over Financial Reporting of the Company as on March 31 2021 and issuedtheir report which forms part of the Independent Auditor’s report.

B. Risk Management

The Company carries out a detailed Risk assessment exercise and has implemented theEnterprise Risk Management (ERM) policy/ framework. This framework is applicable for allstrategic high level operational financial reporting compliance and enterprise widerisks that have a high impact on the Company. The ERM framework is a continuous cyclebeginning with risk identification and followed sequentially by risk assessment riskevaluation and risk response. The framework also lays down the process for riskmonitoring review reporting control and managing materialized risks to support theentire ERM process across the Company. The ERM framework aims to realize the followingbenefits:

1. Link growth risk and returns - Risk management enhances the capacity to identifyevents and assess risks and set risk tolerances consistent with growth and returnobjectives;

2. Rationalize resources - Deploy resources more thereby reducing overall capitalrequirements and improving capital allocations; Exploit opportunities - Identify and takeadvantage of opportunities and events quickly and

3. Reduce operational surprises and losses - Recognize potential adverse events assessrisks and establish responses thereby reducing surprises and such related costs orlosses;

4. Report with greater confidence- Prepare internal and external information that isreliable timely and relevant; and

5. Satisfy legal and regulatory requirements - Ensure compliance with legal andregulatory requirements and identify risks of non-compliance.

A strong and independent Internal Audit function carries out risk focused audits acrossthe Company and enables identification of areas where the processes may need to beimproved to mitigate the risks.

C. Particulars of Loans Guarantees and Investments

During the year under review the Company has not given any loan provided anyguarantee or made any investment falling under the provisions of Section 186 of the Act.

D. Financial Position and Performance of Subsidiaries Joint Ventures and Associates

The financial summary of Saatatya Vistaar Oorja Bengaluru Private Limited subsidiarycompany is as under:

(` lakhs)

Particulars 2020-21 2019-20
Revenue from Operations - -
Profit Before Tax (1.47) (0.87)
Profit/Loss After Tax (1.47) (0.87)

Consolidated Financial Statements of the Company are prepared in accordance with IndianAccounting Standards (IND AS) notified under Companies (Indian Accounting Standards)Rules 2015 (as amended from time to time) and presentation requirements of Division II ofSchedule III to the Act (Ind AS compliant Schedule III) as applicable to theconsolidated financial statements and the same forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiary for the Financial Year 2020-21 is given in Form AOC-1 (Annexure 4) which formsan integral part of this Annual Report.

In accordance with Section 136(1) of the Act the Annual Report of your Companycontaining inter alia financial statements including consolidated financial statementshas been placed on the Company’s website http://www.waterbaseindia.com/investor_relations.php. Further the financial statements of the subsidiary have alsobeen placed on the Company’s website separately.

The audited financial statements including the consolidated financial statements of theCompany audited financial statements in respect of the subsidiary company shall beavailable for inspection for members. Any member desirous of inspecting the abovedocuments may write to the Company and the facility to inspect the documentselectronically shall be provided.

E. Any Revision Made in Financial Statements or Board’s Report

The Company has not revised the Financial Statements or Board’s Report in respectof any of the three preceding Financial Years.

F. Code of Conduct

In compliance with Regulation 26(3) of the Listing Regulations and the Act the Companyhas framed and adopted Code of Conduct ("the Code") for Directors and SeniorManagement which provides guidance on ethical conduct of business and compliance of law.

All Members of the Board and Senior Management personnel have affirmed the compliancewith the Code as on March 31 2021. A declaration to this effect signed by the ManagingDirector in terms of the Listing Regulations is given in the Report of CorporateGovernance forming part of this Annual Report. The Code is made available on theCompany’s website http://www.waterbaseindia.com/investor_ relations.php

G. Extract of Annual Return

The details forming part of the extract of the Annual Return for FY 2020-21 in formMGT-9 is made available on the Company’s website http://www.waterbaseindia.com/investor_relations.php

Further a copy of the Annual Return of the Company containing the particularsprescribed under section 92 of the Act in Form MGT-7 as on March 31 2020 is madeavailable on the Company’s website http://www.waterbaseindia.com/investor_relations.phpf

H. Management Discussion and Analysis Report

As per the terms of Regulation 34(2)(e) of the Listing Regulations the ManagementDiscussion and Analysis Report forms part of this Annual Report.

I. Related Party Transactions

All related party transactions which were entered during the Financial Year were in theordinary course of business and on an arm’s length basis.

There were no materially significant related party transactions entered by the Companywith the Promoters Directors Key Managerial Personnel or other persons which may have apotential conflict with the interests of the Company.

A statement of all related party transactions is presented before the Audit Committeeon quarterly basis specifying the nature value and terms and conditions of transactions.The Audit Committee also grants omnibus approval for certain contracts and arrangementswith Related

Parties as per the provisions contained in the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Since all the Related PartyTransactions entered during the Financial Year were on an arm’s length basis and inthe ordinary course of business no details are required to be provided in Form AOC-2 asprescribed under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014.

In accordance with the requirements of the Listing Regulations the Company has alsoadopted Policy on Materiality and dealing with Related Party Transactions and the same hasbeen placed on the website of the Company at http://www.waterbaseindia.com/investor_relations.php

J. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements. The Report on Corporate Governance asrequired under Regulation 34(3) read with Schedule V of the Listing Regulations forms partof this Annual Report as Annexure 5. Further as required under Regulation 17(8) of theListing Regulations a certificate from the Chief Executive Officer and Chief FinancialOfficer is annexed as Annexure 7 with this Report.

K. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The information pertaining to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8of the Companies (Accounts) Rules 2014 is furnished in Annexure 2 and forms part of thisReport.

L. Disclosure Under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company’s policy on prevention of sexual harassment of women provides for theprotection of women employees at the workplace and for prevention and redressal of suchcomplaints. An Internal Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. During the year under review the Company has notreceived any complaint.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the various Secretarial Standards issued by the Instituteof Company Secretaries of India.

19. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. (BSE).The listing fee for the Financial Year 2021-22 has been paid to the credit of the StockExchange.

20. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVEINFORMATION

The Board has formulated code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information for fair disclosure of events and occurrences thatcould impact price discovery in the market for the Company’s securities and tomaintain the uniformity transparency and fairness in dealings with all stakeholders andensure adherence to applicable laws and regulations. The Audit Committee on an annualbasis conducts a review on the adherence to the policy. The copy of the same is availableon the website of the Company at http://www.waterbaseindia.com/investor_relations.php

21. PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating monitoring and reporting oftrading of shares by Insiders. This code lays down guidelines procedures to be followedand disclosures to be made by the insiders while dealing with shares of the Company andcautioning them on consequences of non-compliances. The copy of the same is available onthe website of the Company at http://www. waterbaseindia.com/investor_relations.php

22. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the steadfast commitmentand highly motivated performance by employees at all levels which is instrumental insustained performance of the Company. Your Directors also sincerely thank channelpartners shareholders various Government & other Statutory Authorities BanksFinancial Institutions and Analysts for their continued assistance co- operation andsupport.

For and on behalf of the Board of Directors
Vikramaditya Mohan Thapar Anil Kumar Bhandari
Chairman Director
DIN: 00030967 DIN: 00031194
Place: New Delhi Place: Coorg
Date: May 27 2021

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