Waa Solar Ltd
Directors Reports
To,
The Members, Waa Solar Limited
The Director presents the 14th Annual Report of your Company together with the audited
standalone and consolidated financial statements for the financial year ended March 31,
2023.
1. FINANCIAL HIGHLIGHTS
Financial Results of the Company for the year under review along with the figures for
previous year are as follows:
2. OPERATION AND PERFORMANCE REVIEW
(Rs. in Lakhs) except per equity share data)
Particulars |
Year Ended on 31.03.2023 |
Year ended on 31.03.2022 |
Year Ended on 31.03.2023 |
Year ended on 31.03.2022 |
|
Standalone Results |
Consolidated Results |
| Net Sales/ Income from Operation |
2580.64 |
2,352.37 |
4904.27 |
4,600.20 |
| Other Income |
38.04 |
52.50 |
65.23 |
105.56 |
Total Income |
2618.68 |
2,404.87 |
4969.50 |
4,705.78 |
| Profit before interest, Depreciation & Tax |
2140.52 |
2,084.31 |
3608.43 |
3,626.58 |
| Less Interest (Financial Cost) |
472.37 |
569.02 |
1005.56 |
1,181.80 |
| Depreciation |
878.39 |
895.49 |
1595.77 |
1,612.94 |
Profit Before Tax |
789.76 |
619.80 |
1007.10 |
831.84 |
| Less Previous years Adjustments |
2.52 |
17.13 |
2.55 |
58.45 |
| Provision for Current year Income Tax |
138.21 |
108.46 |
174.06 |
143.28 |
Net Profit after tax |
649.04 |
494.21 |
830.49 |
630.11 |
| Add: Balance carried from Profit & Loss A/c |
- |
- |
208.28 |
143.18 |
| Less: Provision for earlier year taxation |
- |
- |
- |
- |
| Minority Interest |
- |
- |
54.47 |
47.39 |
Net Profit after tax and adjustments |
649.04 |
494.21 |
984.30 |
725.90 |
| Dividends: Interim Dividend |
- |
- |
- |
- |
| Dividends: Final Dividend (Proposed) |
- |
- |
- |
- |
Transferred to general Reserve |
649.04 |
494.21 |
984.30 |
725.90 |
| Balance carried to the balance sheet |
|
|
|
|
| EPS (Basic) |
4.89 |
3.88 |
7.42 |
5.70 |
| EPS (Diluted) |
4.89 |
3.88 |
7.42 |
5.70 |
Standalone Results
The Company achieved revenue from operations of Rs. 2,580.64 Lakhs against
Rs.2,352.37 and EBITDA of Rs. 2,140.52 lakhs as against Rs. 2,084.31 in the previous year.
Net Profit for the year is Rs. 649.03 Lakhs as compared to net profit of Rs. 494.21 Lakhs
in the previous year. The Company has incurred the more profit as compare to last year.
Consolidated Results
The Company achieved revenue from operations of Rs. 4,904.27 Lakhs against Rs. 4,600.20
and EBITDA of Rs. 3,608.43 lakhs as against Rs. 3,626.58 Lakhs respectively in the
previous year. Net Profit for the year is Rs. 984.30 Lakhs as compared to net profit of
Rs. 725.90 Lakhs in the previous year. The Company has incurred the more profit as compare
to last year.
3. DIVIDEND
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. O t h e r Projects through SPVs are also in streamline operation and getting
regular power generation.
6. CAPITAL
The capital of the Company during the year and at the end of the year is Rs.
13,26,67,640/-
7. ANNUAL RETURN
In Accordance with the Companies Act, 2013 and applicable rules thereunder, the
Annual Return in the prescribed format is available at
htttp://www.waasolar.org/investor/annualreport.html
8. NUMBER OF BOARD MEETINGS HELD
The Board of Directors met Five times during the year, which are on dated 22/04/2022,
30/05/2022, 31/08/2022, 12/11/2022 and 20/02/2023.
9. 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.
10. 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).
11. 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.
12. 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 Financial Year 2022-23, the Audit Committee met Four times on 22/04/2022,
30/05/2022, 12/11/2022 & 20/02/2023.
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 - Chairperson, NED & ID Mr. Sumitkumar Patel - Member, NED
& ID Mr. Mangilal Singhi - Member, NED
During the Financial Year 2022-23, he Stakeholder's Relationship Committee met 2 (Two)
times on 30/05/2022 & 12/11/2022.
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:
Ms. Jaini Jain - Chairperson, NED & ID Mr. Sumitkumar Patel - Member, NED & ID
Mr. Mangilal Singhi - Member, NED
During the Financial Year 2022-23, the Stakeholder's Relationship Committee met 1 (One)
times on 31/08/2022.
13. 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.
14. 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:
(Rs. In Crore)
Sr. No. Name of Entity |
Relationship |
Amount of Loan Made |
Purpose of Loan |
| 1 Infinity Infrabuild Limited |
Associate Concern |
02.00 |
General Business Purpose |
| 2 Madhav Solar (Vadodara Roof- top) Pvt. Ltd. |
Subsidiary Company |
02.66 |
General Business Purpose |
| 3 Aspire Infracon Pvt. Ltd. |
Subsidiary Company |
02.06 |
General Business Purpose |
| 4 Madhav Infracon (Vidisha Kur- wai Corridor) Pvt. Ltd.) |
Subsidiary Company |
0.02 |
General Business Purpose |
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:
(Rs. In Crore)
Sr. No. Name of Entity |
Amount |
| 1 Prakash Power |
0.03 |
15. 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.
16. 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.
17. 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.
18. 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.
19. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year, the Company has Re-appointed Ms. Jaini Jain (DIN: 07859496) as an
Independent Director of the Company for the Second consecutive Term of Five Years.
#
Ms. Bhumi Vaid (Mehta) was resigned from the post of Company Secretary with
effect from 10th June, 2022 and Ms. Nikita Sadhwani joined as a Company Secretary and
Compliance Officer of the Company with effect from 31st August, 2022.
The Company had obtain certificate from the Practicing Company Secretary on None of the
Directors are disqualified, Pursuant to Regulation 34(3) and Schedule V Para C Clause
(10)(i) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is annex as Annexure B.
20. SUBSIDIARIES
As on March 31, 2023, the Company has 8 subsidiaries in terms of the Companies Act,
2013, a list of which is given under Annual Return the 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 A and Notes to Accounts
respectively both forming part of this Annual Report.
21. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE
There is to certify by the Practicing Company Secretary that none of the Directors of
the Board of the Company, as listed hereunder for the financial year ended 31st March,
2023 have been debarred or disqualified from being appointed or continuing 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 having scrip code is
541445. The Company has paid the Annual Listing Fees to the Stock Exchange as required.
23. 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.
24. SIGNIFICANTAND MATERIAL EVENTS AND ORDERS
During the financial year under review, There are no significant and material orders
passed by any regulator or court or tribunal impacting the going concern status and your
Company's operations in future.
25. AUDITOR'S AND THEIR REPORT
M/s. JCH & Associates, Chartered Accountants (Registration No. 134480W), who were
appointed as the Statutory Auditors of the Company who can hold the office till the 18th
AGM of the Company. The Auditors report for financial year ended on March 31, 2023 does
not contain any qualification, reservation or adverse remark. The Auditors report enclosed
with the financial statements in the Annual Report.
26. SECRETARIAL AUDITORS
Mr. Haresh Kapuriya of M/s. KH & Associates, Practicing Company Secretaries, was
appointed to conduct secretarial audit of the Company for the year ended on March 31,
2023, as required under Section 204 of the Companies Act, 2013 and Rules there under. 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. Haresh Kapuriya
of M/s. KH & Associates, Practicing Company Secretaries, as secretarial auditor of the
Company.
27. CREDIT RATING
Your Company has been assigned a rating of CARE BBB+ (Plus) (Stable) for Long Term
Bank Limits of Rs. 48 Crores. The rating is assigned by CARE.
28. 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.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of the Companies Act, 2013 and amendments and rules made thereunder are
attract applicability to the Company and the Company has formulated CSR policy as provided
under Section 135 of the Companies Act, 2013. The Company is committed to discharging its
social responsibility as a good corporate citizen. The Corporate Social Responsibility
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 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, 2023, no complaint was
received.
31. POLICIES
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 standard in business
transactions. All our Policies are available on our website www.waasolar.org.
32. ACKNOWLEDGEMENT
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.
|
For and on behalf of the Board of Directors |
|
Waa Solar Limited |
|
Amit A Khurana |
Date: August 29, 2023 |
[DIN:00003626] |
Place: Vadodara |
Chairman & Managing Director |
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