You are here » Home » Companies » Company Overview » Websol Energy System Ltd

Websol Energy System Ltd.

BSE: 517498 Sector: Engineering
NSE: WEBELSOLAR ISIN Code: INE855C01015
BSE 00:00 | 04 Oct 101.00 -0.10
(-0.10%)
OPEN

103.05

HIGH

103.05

LOW

99.00

NSE 00:00 | 04 Oct 101.40 -0.10
(-0.10%)
OPEN

103.50

HIGH

103.50

LOW

99.30

OPEN 103.05
PREVIOUS CLOSE 101.10
VOLUME 27141
52-Week high 172.75
52-Week low 63.00
P/E
Mkt Cap.(Rs cr) 370
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 103.05
CLOSE 101.10
VOLUME 27141
52-Week high 172.75
52-Week low 63.00
P/E
Mkt Cap.(Rs cr) 370
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Websol Energy System Ltd. (WEBELSOLAR) - Director Report

Company director report

Dear Members

Your Directors hereby submits the thirty-first annual report of the business andoperations of your Company along with the audited financial statements for the financialyear ended March 31 2021

FINANCIAL HIGHLIGHTS

Particulars Year 2020-21 Year 2019-20
Revenue from operations 15359.63 19554.17
Other Income 431.34 1089.92
Total Revenue 15790.97 20644.09
Total Expenses 14428.87 21445.74
Profit / (Loss) before tax 6925.23 (1527.66)
Less: Tax expense 141.50 (1938.82)
Profit / (Loss) after Tax 6783.73 411.16
Other Comprehensive Income 15.62 (13.98)
Total Comprehensive Income for the year 6799.36 397.18
Earnings per share (Nominal value per share Rs 10/-)
Basic 22.10 1.40
Diluted 19.30 1.21

OPERATIONS

Websol Energy Systems Limited a listed Kolkata-based manufacturer of solar cells andmodules posted a handsome improvement in performance during the fourth quarter andfinancial year ended 31 March 2020-21.

The company is among the largest merchant manufacturer of solar cells and modules inIndia servicing the growing needs of the country's renewable energy revolution The totalcompany's revenues from operations is of 153.5 Crore derived from 158 MW of cells and 8 MWof solar modules in F.YR 2020-2021.

For the F.Yr 21-22 The Company and the Management is also working toward production of175 MW of Solar Cell and 135 MW of Solar Module for F.YR 2021-22.

Your Company reported revenue from operations amounting to Rs 15359.63 lakh as againstRs19 554.17 lakh during the last financial year. The Company incurred a profit of Rs6783.73 lakh during the current financial year as compared to profit of Rs 411.16 lakh inthe last financial year.

DIVIDEND

Your directors have not recommended any dividend for the year ended March 31 2021 inview of the restrictions under Section 123 of the Companies Act 2013 (the Act) as amendedby the Companies (Amendment) Act 2015 becoming effective from 13th August 2015 byvirtue of which no Company can declare dividend unless carried over previous losses anddepreciation not provided in previous year or years are set off against profit of theCompany for the current year.

DIRECTORS a) Changes in Directors:

In accordance with the provisions of Section 152 of the Act read with Article 91 of theArticle of Association of the Company Ms. Vasanthi Sreeram Executive Director willretire by rotation at the ensuing Annual General Meeting (‘AGM') and being eligibleoffer himself for reappointment.

Ms. Sreeram Vasanthi was appointed as Additional director (Executive Director) w.e.f.July 31 2020 and her appointment was approved by shareholders in the 30th AGM of theCompany held on December 31 2020. Mr. Sumit Kumar Shaw was appointed as AdditionalDirector (Executive Director) w.e.f. December 04 2020 and his appointment was approved byshareholders in the 30th AGM of the Company held on December 31 2020. Mr. Devan Kaushikwas re-appointed as Independent Director in the AGM held on December 31 2020 for a secondterm of five consecutive years from the conclusion of the 30th AGM of the Company till theconclusion of 35th AGM to be held in the calendar year 2025. Mr. Vishal JayprakashVithlani resigned as Nominee Director w.e.f. November 06 2020.

b) No. of Meetings of the Board:

Six meetings of the Board were held during the year ended March 31 2021.

c) Declaration by Independent Directors:

All Independent directors have given declarations that they meet the criteria ofindependence as required under Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (‘Listing Regulations').In the opinion of the Board of Directors of the Company the Independent Directors arepersons of integrity and possess relevant expertise experience and proficiency as per theCompanies Act 2013.

d) Separate Meeting of Independent Director:

Details of the separate meeting of Independent Directors held in terms of Schedule IVof the Act and Regulation 25(3) of the Listing Regulations are given in the CorporateGovernance Report.

STATUTORY AUDITORS

M/s G. P. Agrawal & Co. Chartered Accountants (FRN 302082E) were appointed asStatutory Auditors of your company in the Annual General Meeting held on 29th September2018 for a term of five consecutive years. Clarification/explanation on remarks inIndependent Auditors' Report a. In Annexure A Point No. 1(b) of the Auditors' Reportregarding physical verification of fixed asset your Directors have to state that thephysical verification of fixed assets is not carried out due to COVID pandemic. Howeverthe management will review the same

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the CentralGovernment under section 148(1) of the Companies Act 2013.

SECRETARIAL AUDIT

M/s. AL & Associates Practicing Company Secretaries were appointed as theSecretarial Auditors to conduct secretarial audit of the Company for the financial yearended March 31 2021. The report of the Secretarial Auditor is provided in the

"Annexure A" to this Report. The Secretarial Audit Report does not containany qualification reservation adverse remark or disclaimer.

DEPOSITS

During the year under review your Company did not accept any deposits in terms of theprovisions of section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

KEY MANAGERIAL PERSONNEL:

During the year under review Ms. Sreeram Vasanthi was appointed as Executive Directorw.e.f. July 31 2020 Mr. Sumit Kumar Shaw was appointed as Executive Director w.e.f.December 04 2020 Ms. Sweta Saraf was appointed as Company Secretary w.e.f. November 302020 and resigned w.e.f. January 14 2021. Mr. Sumit Kumar Shaw was appointed as ChiefFinancial Officer w.e.f. October 20 2020 and Company Secretary w.e.f. January 14 2021.

COMMITTEES OF THE BOARD:

Pursuant to various requirements under the Act and the Listing Regulations the Boardof Directors has constituted various committees such as Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee and Share Transfer Committee. The details of composition termsof reference etc. pertaining to these committees are mentioned in the CorporateGovernance Report.

AUDIT COMMITTEE:

All recommendations made by the Audit Committee during the year were accepted by theBoard.

WHISTLEBLOWER POLICY:

The Company has in place a Whistleblower Policy to deal with unethical behaviorvictimization fraud and other grievances or concerns if any. The aforementionedwhistleblower policy is available on the Company's website at the following web-link:https://www.webelsolar.com/ investor-corner/corporate-governance.

POLICY ON SELECTION AND REMUNERATION OF DIRECTORS:

Based on the recommendation of the Nomination & Remuneration Committee the Companyhas formulated a Policy on Selection & Remuneration of Directors Key ManagerialPersonnel and other employees.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations the Board has carried out the evaluation of its own performance and that ofits Committees as well as evaluation of performance of the individual directors. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report attached to this Report.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed on Bombay Stock Exchange Limited and NationalStock Exchange of India Limited. Outstanding FCCBs of the Company are listed on SingaporeStock Exchange in whole sale market.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 your Company has adopted the Code of Conduct for Prevention of InsiderTrading approved by Board of Directors inter alia prohibits trading in securities ofthe Company by Directors and employees on the basis of unpublished price sensitiveinformation in relation to the Company.

RISK MANAGEMENT POLICY:

The policy on risk assessment and minimization procedures as laid down by the Board areperiodically reviewed by the Audit Committee and the Board. The policy facilitates inidentification of risks at appropriate time and ensures necessary steps to be taken tomitigate the risks. Brief details of risks and concerns are given in the ManagementDiscussion and Analysis Report.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year i.e. March 31 2021 and the date of thisReport.

SIGNIFICANT AND MATERIAL ORDERS:

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

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were reviewed and no reportablematerial weakness was observed

ANNUAL CSR REPORT

During the FY 2020-21 Company was not required to incur expenditure on CSR activitiesas the profits of the Company during the financial year ended March 31 2020 was below theprescribed limit as prescribed under Section 135 of Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of Companies Act 2013 and Listing Regulations yourcompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website at https://www.webelsolar.com/ investorscorner/corpoarte-governance.The policy intends to ensure that proper reporting approval and disclosure processes arein place for all the transaction between the Company and Related Parties.

All related party Transactions are in place before the Audit Committee for review andapproval. All related party transactions that were entered into during the financial yearwere on arm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with promoters keymanagerial personnel or other designated persons which may have potential conflict withinterest of the Company at large. Necessary disclosures regarding transactions withrelated parties has been made in the Notes to the Audited Accounts.

All related party transactions entered during the year were in ordinary course of thebusiness and at arm's length basis. No material related party transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the latest auditedfinancial statement were entered during the year by our company. Accordingly thedisclosure of related party transactions as required under section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any loan guarantee or made any investments or provided anysecurity that violates Section 186 of Companies Act 2013.

STATE OF AFFAIRS OF THE COMPANY

Green energy in India is a growing industry and Government of India is giving fullsupport to the Industry. Your company expects to utilize its full capacity in thefinancial Year 2021-2022. There is no loan from banks on the balance sheet of the companyexcept one loan from Asset Reconstruction Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013

TheCompanyhasaPolicyonPreventionofSexualHarassment of Women at Workplace. No cases werereported during the year under review. There were no complaints pending as on March 312021. The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption foreign exchange earnings and outgo aregiven in the Annexure B which forms part of this report.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act the Annual Return as at March 31 2021 inForm MGT-7 is available on the website of the Company at the link: www.webelsolar. com

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofmanagerial personnel and employees of the Company is provided as Annexure C to thisreport.

CORPORATE GOVERNANCE REPORT

Maintaining high standards of Corporate Governance has been fundamental to the businessof the company since its inception. Pursuant to the Listing Regulations the Report onCorporate Governance together with the certificate issued by M/s S Bhatt and AssociatesCompany Secretaries on compliance with the conditions of Corporate Governance asstipulated in the Listing Regulations is provided as Annexure D to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of section 134 (5) of the Companies Act 2013 and to thebest of their knowledge and belief and according to the information and explanationsobtained by them and save as mentioned elsewhere in this Report the attached financialstatements and the Auditors' Report thereon your Directors confirm that:

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures from the same;

ii) such accounting policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2021 and the profits of the Companyfor the financial year ended on that date;

iii) proper and sufficient care had been taken 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) the annual accounts have been prepared on a going concern basis;

v) internal financial controls have been laid down and the same are adequate and wereoperating effectively; and

vi) proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from banks shareholderscustomers vendors and various Government authorities. Your Directors would also like totake this opportunity to express their appreciation for the dedicated efforts of theemployees of the Company.

For and on behalf of the Board of Directors
Websol Energy System Limited
Dharmendra Sethia S. L. Agarwal
Independent Director Managing Director

Date: 14th August 2021

Place:Kolkata

.