To,
The Members, Waa Solar Limited
The Director presents the 15th Annual Report of your Company together with the audited standalone and consolidated financial statements for the financial year ended March 31, 2024.
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
Standalone Results
The Company achieved revenue from operations of Rs. 2,607.66 Lakhs against Rs.2,580.64 Lakhs and EBITDA of Rs. 1840.17 Lakhs as against Rs. 2,140.52 Lakhs in the previous year. Net Profit for the year is Rs. 440.33 Lakhs as compared to net profit of Rs. 649.04 Lakhs in the previous year.
Consolidated Results
The Company achieved revenue from operations of Rs. 2,668.97 Lakhs against Rs. 4,904.27 Lakhs and EBITDA of Rs. 1,884.25 Lakhs as against Rs. 3,608.43 Lakhs respectively in the previous year. Net Profit for the year is Rs. 663.15 Lakhs as compared to net profit of Rs. 984.30 Lakhs in the previous 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, Also During the year the Company has received LOA from PGVCL, for execution of 47.50 MW Project at Various Location of Gujarat.
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 26/05/2023, 29/08/2023, 07/11/2023, 29/11/2023, 19/01/2024, 09/02/2024,06/03/2024 and 12/03/2024.
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:
During the Financial Year 2023-24, the Audit Committee met Five times on 26/05/2023, 29/08/2023, 07/11/2023, 09/02/2024 & 12/03/2024.
Reconstitution of Audit Committee w.e.f. 14th August, 2024
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.
During the Financial Year 2023-24, he Stakeholder's Relationship Committee met 1 (One) time on 07/11/2023.
Reconstitution of Stakeholder Relationship Committee w.e.f. 14th August, 2024
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:
During the Financial Year 2023-24, the Nomination and Remuneration Committee met 2 (Two) times on 29/08/2023 & 09/02/2024.
Reconstitution of Nomination And Remuneration Committee w.e.f. 14th August, 2024
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: 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:
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 Mr. Sumitkumar Jayantibhai Patel (DIN: 08206567) as an Independent Director of the Company for the Second consecutive Term of Five Years also the Company has Appointed Mr. Nikhil Kaushik (DIN:00040403) as an Independent Director of the Company with effect from 09th February,2024.
# Mrs. Heena Ullash Parikh (DIN-02879703), was resigned from the post of Independent Director with effect from 12th June, 2024
# Ms. Jaini Shaileshbhai Jain (DIN-07859496) & Mr. Sumitkumar Jayantibhai Patel (DIN: 08206567) was also resigned from the post of Independent Director with effect from 01st July, 2024. # Mr. Shankar Prasad Bhagat & Mr. Kamal Lalani was appointed as Additional Non—Executive Independent Director with effect from 14th August, 2024 for a term of Five years.
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, 2024, the Company has 4 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, 2024 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, 2024 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, 2024, 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. 33.83 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, 2024, 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.