Dear Members,
The Board of Directors hereby
submits the report of the business and operations of your Company ("the
Company"), along with
the audited financial statements, for the financial year ended 31st March,
2024.
STATE OF COMPANY'S AFFAIRS
Financial Performance
(Rs. in Lakhs)
| Particulars |
Year ended 31st March, 2024
|
Year ended 31st March, 2023
|
| Total
Income |
2,681.49 |
2,023.33 |
| Total
Expenses |
7,415.18 |
4,927.04 |
| Profit
or Loss before Exceptional Extraordinary items |
(4,733.69) |
(2,903.73) |
| Profit
or Loss before tax |
(15,267.97) |
(3,153.66) |
| Less:
Tax Expenses |
(3,171.76) |
(785.07) |
| Profit
or Loss after Tax |
(12,096.21) |
(2,368.59) |
| Other
Comprehensive Income |
(24.94) |
8.24 |
| Total
Comprehensive Income |
(12,121.15) |
(2,360.35) |
During the year
under review, the decline of overall turnover was primarily due to the discontinuance of
the 250 MW cell line as part of the process to graduate towards the new Mono PERC
technology in line with the planned expansion. The Company has now successfully
commissioned its new 600 MW cell line and started commercial production since 14th
February, 2024. The entire cell production since the start of commercial production until
end of the quarter, was successfully sold. As a result, the Company recorded revenue from
operations of Rs. 25.86 crores for the financial year 2023- 24 as compared to the revenue
from operations of Rs. 17.22 Crores for the financial year 2022-23. Currently, owing to a
booming domestic market, the Company is selling all its cell production in the DCR market.
However, it has also received interest from various foreign buyers and intends to maintain
a good mix going
forward and as its capacity expands. The Company's 550 MW Module Line is currently
under installation and is expected to commence its commercial production shortly.
Change in nature of business
There was no change
in the nature of business of the Company.
Management Discussion and Analysis Report
The Company's
business activity primarily falls within a single business segment i.e., production of
Solar Photo-Voltaic Cells and Modules. The analysis on the performance of the Industry,
the Company, Internal Control Systems, Risk Management are presented in the Management
Discussion and Analysis Report forming part of this report.
SHARE CAPITAL
Equity Shares
The paid-up Equity
Share Capital as on 31st March, 2024 is Rs. 42,20,63,470. During the Financial
Year under review, the Company has issued and allotted 34,08,929 Equity Shares of the
Company on 17th October, 2023 on preferential basis to the following investors:
| Sl. No. |
Name of the Allottee |
No. of Equity shares allotted |
| 1. |
Websol
Green Projects Private Limited |
10,62,500 |
| 2. |
S.L.
Industries Private Limited |
2,46,429 |
| 3. |
Rajinder
Kumar Jain |
1,00,000 |
| 4. |
Devanshi
Marfatia |
1,00,000 |
| 5. |
Sanjeev
Poddar |
1,00,000 |
| 6. |
Indus
Equity Advisors Pvt Ltd |
1,00,000 |
| Sl. No. |
Name of the Allottee |
No. of Equity shares allotted |
| 7. |
Adivam
Family Trust |
2,00,000 |
| 8. |
Ankita
Rajeev Choksey |
1,00,000 |
| 9. |
Naomi
Mathews |
1,00,000 |
| 10. |
Abraham
George |
4,00,000 |
| 11. |
Raju
Omprakash Agarwal |
4,00,000 |
| 12. |
Priyanka
Mishra |
2,00,000 |
| 13. |
Rekha
Bagrodia |
1,00,000 |
| 14. |
Anita
Jaideep Sampat |
2,00,000 |
|
Total |
34,08, 929 |
Other than above, there was no changes in
the share capital of the Company.
Sweat Equity Shares
In terms of Sub-rule
(13) of Rule 8 of The Companies (Share Capital and Debentures) Rules, 2014, the Company
has not issued any Sweat Equity Shares.
Differential Voting Rights
In terms of Rule
4(4) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not
issued any share with Differential Voting Rights.
Employee Stock Options
In terms of Rule
12(9) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not
issued any Employee Stock Options.
DIVIDEND
Your Directors have
not recommended any dividend for the year under review.
Transfer of unpaid & unclaimed Dividends
& Shares to Investor Education and Protection Fund (IEPF)
Pursuant to Sections
124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules") there was no unclaimed/unpaid dividend, hence the Company is not required to
transfer any amount to Investor Education and Protection Fund.
RESERVES
During the year
under review, your Directors have not proposed to transfer any amount to Reserves.
MATERIAL CHANGES AND COMMITMENT
There are no
material changes or commitments that took place after the close of financial year till
date which will have any material or significant impact on the financials of the Company.
CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy
The particulars
relating to conservation of energy, technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 as amended from time to time, are
set out in the ‘Annexure I'.
RISK MANAGEMENT
The Board of
Directors have developed a risk management framework for the Company, identifying therein
the elements of risk and concern that may threaten the existence of the Company. The
senior management continuously evaluates the risk elements through a systematic approach
to mitigate or reduce the impact of risk elements. The elements of risks and concerns are
periodically reviewed by the Board of Directors. Discussion on risks and concerns have
been made under ‘Management Discussion and Analysis Report'.
CORPORATE SOCIAL
RESPONSIBILITY (CSR) INITIATIVES
Pursuant to the
provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the brief details of the CSR Committee are
provided in the Corporate Governance Report, which forms part of this Annual Report. The
CSR policy is available on the website of your Company at https://www. webelsolar.com.The
details of the CSR are given in ‘Annexure II' to this Report.
PARTICULARS OF
LOANS, GUARANTEES OR INVESTMENTS
The Company has not
given any loan or provided any guarantee or made any investment under provisions of
Section
186 of the Companies Act, 2013. However, the particulars of all loans,
guarantees or investments made by the Company are given in notes to Financial Statements.
PARTICULARS OF
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions
entered with Related Parties during the financial year were on an arm's length basis
and were in ordinary course of business and the provision of Section 188 of the Companies
Act, 2013 are not attracted. There are no materially significant related party
transactions during the period under review made by the Company with Promoters, Directors
or other designated person which may have a potential conflict with the interest of the
Company at large. Thus, disclosure in Form AOC- 2 is not required. However, details of all
related party transactions are given in Notes to Financial Statements.
BOARD OF DIRECTORS,
COMMITTEES AND MANAGEMENT
Composition:
The composition of
the Board of Directors and its Committees, viz., Audit Committee, Nomination and
Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social
Responsibility Committee are constituted in accordance with Companies Act, 2013 ("the
Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ["SEBI (LODR) Regulations, 2015"], wherever applicable. The details are
provided in Corporate Governance Report which forms the part of the Annual Report.
Appointment
Considering the
knowledge, expertise, experience, skills and based on the recommendation of Nomination and
Remuneration Committee, the Board of Directors had appointed Mr. Kushal Agarwal, (DIN:
10266809) as the Independent Non-Executive Director of the Company with effect from 3rd
Day of August, 2023.
Change in Designation
The Board of
Directors has accepted the request of Mrs. Sreeram Vasanthi and changed the designation
from Executive Director to Non-Executive Director of the Company with effect from 18th
March, 2024.
Resignation
Mr. Dharmedra Sethia
(DIN: 06775533), Non-Executive Independent Director and Mrs. Dipti Budha (DIN: 03076890),
Non-Executive Director of the Company resigned from the Board w.e.f. 25th
January, 2024 and 18th March, 2024 respectively.
Retirement by Rotation
Pursuant to Section
152 of the Companies Act, 2013, at least two–third of the total number of Directors
(excluding independent Directors) shall be liable to retire by rotation.
The Independent Directors hold office for a fixed term of not exceeding
five years from the date of their appointment and are not liable to retire by rotation.
Accordingly, Mr. Sohan Lal Agarwal (DIN: 00189898), Executive Director,
being the longest in the office among the Directors liable to retire by rotation, retires
from the Board this year and, being eligible, has offered himself for re–
appointment.
The brief resume and other details relating to Mr. Sohan Lal Agarwal
(DIN: 00189898) who is proposed to be re- appointed, as required to be disclosed under
Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is incorporated in the annexure to the notice calling ensuing Annual General
Meeting.
Meetings of the Board & Committees:
The details of Board
and Committee Meetings held during the Financial Year ended on 31st March, 2024
and the attendance of the Directors are set out in the Corporate Governance Report which
forms part of this report. The maximum time gap between any two Board Meetings was not
more than 120 days as required under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on Meetings
of the Board of Directors.
The details of meeting of Independent Directors are set out in the
Corporate Governance Report which forms part of this report.
Declaration by Independent Directors
The Company has
received requisite declarations/ confirmations from all the Independent Directors
confirming their independence as per provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on
their declaration of independence.
Familarisation Programme for Independent
Directors
Pursuant to the
provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated a programme for familiarising
the Independent Directors, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, business model of the Company etc. through
various initiatives.
Further, at the time of appointment of an Independent Director, the
Company issues a formal letter of appointment outlining his/ her role, function, duties
and responsibilities as a Director.
The details of programmes for familiarisation for Independent Directors
are available on the website of the Company www. webelsolar.com.
Annual Evaluation of Board's Performance
In compliance with
the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has carried out an annual
evaluation of its own performance, Board Committees and Individual Directors. The details
are provided in Corporate Governance Report which forms the part of the Annual Report.
Directors' Responsibility Statement:
In accordance with
the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:
- in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
- 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
profit / loss of the Company for that period;
- the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
- the Directors had prepared the annual accounts on a going concern basis;
- the Directors 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
- 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.
KEY MANAGERIAL
PERSONNEL
Ms. Sanjana Khaitan
has been appointed as the Chief Financial Officer of the Company w.e.f 5th
September, 2023. Mr. Sumit Kumar Shaw has resigned from the post of Company Secretary and
Compliance Officer of the Company with effect from 29th February, 2024 and Mr.
Raju Sharma has been appointed the Company Secretary and Compliance Officer of the Company
with effect from 18th March, 2024. There were no other changes in Key
Managerial Personnel of the Company.
VIGIL MECHANISM / WHISTLE BLOWER
POLICY
The Company has
adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It
aims to provide an avenue for employees through this policy to raise their concerns on any
violation of legal or regulatory requirements, suspicious fraud, misfeasance,
misrepresentation of any financial statements and reports. It also provides for direct
access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy
is being made available on the Company's website www.webelsolar.com.
NOMINATION AND REMUNERATION POLICY
Pursuant to the
provisions of Section 178 of the Companies Act, 2013, the Board, on the recommendation of
the Nomination and Remuneration Committee, has framed a Nomination and Remuneration Policy
for selection, appointment and remuneration of Directors and Key Managerial Personnel
including criteria for determining qualifications, positive attributes and independence of
Directors. The policy has been duly approved and adopted by the Board, pursuant to the
recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has
been uploaded on the Company's website www.webelsolar.com. Further the salient
features of the policy are given in the Report of Corporate Governance forming part of
this Annual Report.
ANNUAL RETURN
The Annual Return of
the Company as on 31st March, 2024 in Form MGT - 7 is in accordance with
Section 92(3) of the Act read with the Companies (Management and Administration) Rules,
2014 and will be available on the website of the Company at www.webelsolar.com.
SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES
The Company does not
have any subsidiary, associate or joint venture. There was no company which has become or
ceased to be Company's Subsidiary, Joint Venture or Associate during the Financial
Year 2023-24.
DEPOSITS
During the year
under review, your Company has neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROL AND ITS
ADEQUECY
The Company has laid
down an adequate system of internal controls, policies and procedures for ensuring orderly
and efficient conduct of the business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial
disclosures.
The current system of internal financial control is aligned with the
statutory requirements. Effectiveness of internal financial control is ensured through
management reviews, controlled self-assessment and independent testing by the Internal
Auditor.
AUDIT AND ALLIED MATTERS
Statutory Auditor
M/s G. P. Agrawal
& Co., (FRN: 302082E) Chartered Accountants, have been re-appointed as Statutory
Auditors of the Company at the 33rd Annual General Meeting held on 21st
September, 2023 for a term of 5 consecutive years to hold office till the conclusion of 38th
Annual General Meeting of the Company.
The requirement to place the matter relating to appointment of Auditors
for ratification by members at every AGM has been done away with by Companies (Amendment)
Act, 2017 with effect from 7th May, 2018 issued by Ministry of Corporate
Affairs (MCA). Accordingly, no resolution is being proposed for ratification of
appointment of Statutory Auditors at the ensuing AGM.
The Statutory Auditors have confirmed that they are not disqualified
from continuing as Auditors of the Company.
The Statutory Auditor Report to the Statutory Members for the year
ended 31st March, 2024 does not contain any qualification, reservation, adverse
remark or disclaimer. Also there has been no instance of fraud reported by the statutory
auditors for the period under review.
Internal Auditor
As recommended by
the Audit Committee, the Board of Directors had re-appointed M/s. M. Kumar Jain & Co.,
Chartered Accountants, as Internal Auditors of the Company to conduct internal audit and
their report on findings is submitted to the Audit Committee on periodic basis.
Secretarial Auditors
Pursuant to the
provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had
re-appointed Mr. Abhijit Majumdar, Company
Secretary in
Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report
for the Financial Year 2023-24 in the prescribed Form MR-3 is appended as ‘Annexure
III' to this Board's Report.
COST RECORDS
The Company is not
required to maintain cost records as specified by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013.
CORPORATE GOVERNANCE
The Company adheres
to follow the best corporate governance. As per Regulation 34 read with Schedule V (C) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on
Corporate Governance along with a certificate received from the Secretarial Auditors
confirming compliance is annexed and forms part of the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS
There were no
significant and material orders passed by the Regulators or Courts or Tribunals during the
year under review impacting the going concern status and the operations of the Company in
future.
DISCLOSURE ON SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE
As per the
requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder, your Company have
constituted Internal Complaints Committee for providing a redressal mechanism pertaining
to sexual harassment of women employees at workplace.
During the year under review, no complaint was filed under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
REMUNERATION RATIO TO DIRECTORS/KMP/
EMPLOYEES
The disclosures
pertaining to remuneration and other details as required under Section 197 of the Act read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached as ‘Annexure IV' forming part of this report.
OTHER DISCLOSURES
Secretarial Standards
The Company has
complied with the applicable provisions of Secretarial Standards SS-1 and SS-2 with
respect to convening of Board Meetings and General Meetings during the period under
review.
Proceeding pending under the Insolvency and
Bankruptcy Code, 2016
No application has
been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the
financial year is not applicable.
Business Responsibility Sustainability Report
Regulation 34(2) (f)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is applicable to the Company during the year under review,
based on the market capitalization. As on 31st March, 2024, your Company
becomes top 1000 Listed Company based on market capitalization. The BRSR is annexed to and
forms part of Annual Report describing the initiatives taken by the Company from the
Environment, Social and Governance perspective.
Insurance
The Company has
taken appropriate insurance for all assets against foreseeable perils.
APPRECIATION &
ACKNOWLEDGEMENT
Your Directors
express their sincere appreciation for the assistance and co-operation received from the
Government authorities, financial institutions, banks, customers, vendors and members
during the year under review. Your Directors also wish to place on record their deep sense
of appreciation for the committed services continuously being rendered by the
Company's executives, staff and workers.
For and on behalf of the Board
Websol Energy System Limited
Sohan Lal Agarwal
Chairman & Managing Director
(DIN: 00189898)
Sanjana Khaitan
Place: Kolkata
Executive director Date: August 30, 2024 DIN: 07232095