Home  »  Company  »  Websol Energy System  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Websol Energy Systems Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the Twenty Fifth Annual Report and the Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS Rs. in Lacs

Particulars Year Period Ended 2014-15 Ended 2013-14

Revenue from operations 35,575.08 30,465.58

Other Income 80.29 125.10

Total Revenue 35,655.37 30,590.68

Profit / (Loss) before interest, depreciation, taxes and exceptional items 583.65 1,320.88

Less : Interest 207.06 3,103.04

Less : Depreciation 1,626.33 1,776.46

Profit / (Loss) before exceptional Items (1,249.74) (3,558.62)

Less: Exceptional, Extraordinary Items & other Provisions 3,939.63 3,875.95

Profit / (Loss) after Tax (-5,236.56) (7,434.57)

OPERATIONS

During the year under review your company was able to utilize the manufacturing capacity at its optimum. Sales have increased, there by company was able to make cash profit amounting to Rs. 376.51 lacs.

The concerned Government department is in the process of initiating the imposition of anti-dumping duty on imports of solar cells and modules and has at the same time outlined the requirement of domestic content under various solar schemes to revive the industry. Tese positive steps will help your Company to augment its sales and profitability.

During the financial year under review your company reported total revenue ofRs. 35,655.37 Lacs against Rs. 30,590.68 Lacs during the last financial year. The company suffered a loss ofRs. 5,236.56 Lacs after providingRs. 1,626.33 Lacs towards depreciation andRs. 207.06 Lacs towards interest during the current financial year as compared to a loss ofRs. 7,434.57 Lacs in the last financial year.

DIVIDEND

Due to the losses as reported, the Board of Directors of your company could not recommend any dividend for the financial year ended 31st March, 2015.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, the unclaimed or unpaid Dividend for the Financial Year 2007-08 and 2008- 09 is due for remittance to the Investor Education and Protection Fund established by the Central Government in 2015 and 2016 respectively.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

During the year Mr. B.R. Sengupta, Independent Director and Mr. Sudaata Mandall, Nominee Director, has resigned from the Board w.e.f 1st October, 2014 and 28th November, 2014 respectively, your Directors place on record their deep appreciation for the valuable contribution made by them.

Mr. S. L. Agarwal, Managing Director would retire by rotation and, being eligible, offer himself for re-appointment

Mr. Prateek Kaushik and Mrs. Sima Jhunjhunwala has been appointed as Directors of the Company w.e.f. 11th February, 2015 and 14th August, 2015 pursuant to the provisions of Section 161(4) and 149(1) of the Companies Act, 2013, respectively who holds office upto the date of this Annual General Meeting. Resolutions are proposed for your approval for their appointment as Directors.

Mr. S. Beriwal, Chief Financial Officer, resigned from the office w.e.f 16th June, 2014 and Mr. Anup Kr. Agarwal has been appointed in his place.

B) Declaration by an Independent director(s)

All Independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

STATUTORY AUDITORS

As per Section 139 and other applicable provisions of the Companies Act, 2013 the Company has appointed M/s. Agarwal Sanganeria & Co., Chartered Accountants (Registration No. 317224E) as the Auditors as per the approval of the shareholders in Annual General Meeting (AGM) held on 25th August, 2014, for a further period of three years till the conclusion of 27th Annual General Meeting of the Company subject to ratification by the shareholders in every AGM of the Company, on the remuneration and other terms and conditions as may be fixed by the Board of Directors.

The Board recommends the ratification by the shareholders regarding their reappointment.

STATUTORY AUDITORS' REPORT

a. As regards delay in payment of undisputed statutory dues mentioned in para 11(f)(i) of the Annexure to the Auditors' Report, it is submitted that it was due to the adverse financial condition as well as non-realization of receivables in time and that the same will be paid in due course of time together with applicable interest, if any.

b. As regards the delay in the repayment of the principal sums and interest thereon to the banks / financial institutions mentioned in para (ix) of the Annexure to the Auditors' Report, it is submitted that it was due to continued losses incurred by the Company, however the co is under the process of OTS with the Consortium banks.

c. With reference to point no 11(f)(iii) of the audit report it is hereby clarified that the delay by a month in transferring the amount to IPF was purely unintentional. As the transfer involve other outsiders and intermediaries in the same and so the whole process of transferring the said amount was delayed due to some procedural requirements which took an exceptional amount of additional time in getting due clearance.

d. As regard FCCB, mentioned in para 11(e) of the Auditors' Report, the bond holder is still holding the bonds which were expired and his status is now unsecured creditor. Company is approaching RBI for negotiation for settlement with the Bond Holder.

COST AUDIT

The Company has filed the cost audit report for the financial year ending 31st March 2014, on 15th October, 2014.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Ms. Sneha Agarwal, Company Secretary in practice for the financial year 2014-15 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure C.

APPLICABILITY OF SECTION 15 OF SICK INDUSTRIAL COMPANIES ACT, 1985 (SICA)

The accumulated losses of the company continued to be more than its net worth and as per the provisions of Section 15 of the Sick Industrial Companies Act, 1985, the Company has made reference to Board for Industrial and Financial Reconstruction (BIFR) which was duly registered and its outcome is awaited.

DEPOSITS

The Company has neither accepted nor renewed any deposits under Section 73 of the Companies Act, 2013 during the year under review.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

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 Insider Trading.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3)(m)of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure –A, which forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form MGT – 9 is given in Annexure B to the Report.

ANNUAL CSR REPORT

Not applicable.

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 of managerial personnel and employees of the Company is attached herewith in Annexure D.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. Tere are no materially significant related party transactions made by the Company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large. Necessary disclosure regarding transactions with related parties has been made in the Notes to the Audited Accounts.

Further, the particulars of every contract or arrangements entered into by the Company during the year with related parties as per Section 188(1) of the Companies Act, 2013 is disclosed in form AOC 2 in Annexure E.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from the Auditors of the Company regarding Compliance of Conditions of Corporate Governance, certification by CEO & CFO and the Management Discussion & Analysis Report are given in the enclosed Annexure - F, which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 134 (5) of the Companies Act, 2013, in respect of financial year under review:

i) Tat in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

ii) That we have 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 as at 31st March, 2015 and of the loss of the Company for that period;

iii) That we have 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; and

iv) That we have prepared the annual accounts on a "going concern" basis.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to place on record its deep sense of gratitude for the continued support, assistance and co-operation received from the Customers, Vendors, Government Authorities and Banks during the year under review.

The Board is also grateful to the shareholder for their support.

The Board is also thankful to the employees of the Company for their contribution, support and commitment towards their duty leading to cordial industrial relations during the year under review.

On behalf of the Board of Directors,

For WEBSOL ENERGY SYSTEM LIMITED

Sd/- Sd/-

Date: 14th August 2015 S. L. Agarwal D. Sethia

Place : Kolkata (Managing Director) (Director)

(00189898) (06775533)


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Fourth Annual Report and the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

(in Lacs)

Year ended Period ended 31.03.2014 31.03.2013

Revenue from operations 30,465.58 11,421.58

Other Income 125.10 1,146.63

Total Revenue 30,590.68 12,568.21

Profit / (Loss) before interest, depreciation, taxes and exceptional items 1,320.88 237.25

Less: Interest 3,103.04 1,854.27

Less: Depreciation 1,776.46 1,298.51

Profit / (Loss) before exceptional Items (3,558.62) (2,915.53)

Less: Exceptional Items & other Provisions 3,875.95 1,324.55 Profit / (Loss) after Tax (7,434.57) (1,590.98)

OPERATIONS

During the year under review your company was able to uti lize the manufacturing capacity at its opti mum but the sales realization continued to remain lower thereby resulting in losses for yet another year.

The concerned Government department has already initiated the imposition of anti-dumping duty on imports of solar cells and modules and has at the same time outlined the requirement of domestic content under various solar schemes to revive the industry. These positive steps will help your Company to augment its sales and profitability.

During the financial year under review your company reported total revenue of '' 30,590.68 Lacs against '' 12,568.21 Lacs during the last financial period for nine months. The company suffered a loss of '' 7,434.57 Lacs after providing '' 1,776.46 Lacs towards depreciation and '' 3,103.04 Lacs towards interest during the current financial year as compared to a loss of '' 1590.98 Lacs in the last financial period.

DIVIDEND

Due to the losses as reported, the Board of Directors of your company could not recommend any dividend for the financial year ended 31st March, 2014.

DIRECTORS

During the year Mr. Santosh Kumar Tibrewalla has resigned from the Board w.e.f 1st April, 2014. Your Directors place on record their deep appreciation for the valuable contribution made by him.

In terms of Section 149, 152 and any other applicable provisions of the Companies Act, 2013, effective from 1st April, 2014, Independent Directors are not to be included in the total number of directors of the Company for the purpose of determining the directors liable to retire by rotation. Accordingly, Mr. Sohan Lal Agarwal, the Managing Director of the Company, who is a non retiring Director in terms of the erstwhile provisions of the Company Act, 1956 shall henceforth be liable to determination by retirement of Directors by rotation. Resolution is proposed for your approval for the change in terms of his appointment as rotating Director.

In terms of Section 149 of the Companies Act, 2013, effective from 1st April, 2014 the existing Independent Director - Mr. Biswa Ranjan Sengupta is being re-appointed for a term of 5(five) years w.e.f. 25th September, 2014. Resolution is proposed for your approval for his re-appointment as Independent Director.

Mr. Dharmendra Sethia and Mrs. Sushma Khaitan has been appointed as Directors of the Company w.e.f. 14th August, 2014 pursuant to the provisions of Section 161(4) and 149(1) of the Companies Act, 2013, respectively, who holds office upto the date of this Annual General Meeting. Resolutions are proposed for your approval for their appointment as Directors.

STATUTORY AUDITORS

M/s. Agarwal Sanganeria & Co., Chartered Accountants, the Statutory Auditors of your Company retire at the ensuing Annual General Meeti ng and have confirmed their eligibility for reappointment at the forthcoming Annual General Meeting under section 139 of the Companies Act, 2013.

STATUTORY AUDITORS'' REPORT

a. As regards the Fixed Assets records of the Company being incomplete mentioned in para (i) of the Annexure to the Auditors''

Report, it is submitted that the updation of the records is under process and shall be completed in due course of time.

b. As regards delay in payment of undisputed statutory dues mentioned in para (ix) of the Annexure to the Auditors'' Report,

it is submitted that it was due to the adverse financial condition as well as non-realization of receivables in time and that the same will be paid in due course of time together with applicable interest, if any.

c. As regards the accumulated losses continuing to be more than its net worth and further cash losses incurred by the Company

mentioned in para (x) of the Annexure to the Auditors'' Report, it is submitted that during the year under review also the margins were impacted due to lower sales realizations adding to the losses of earlier years. The Company has already filed a reference to the Board for Industrial and Financial Reconstruction (BIFR) which was duly registered and further outcome is awaited.

d. As regards the delay in the repayment of the principal sums and interest thereon to the banks / financial institutions

mentioned in para (xi) of the Annexure to the Auditors'' Report, it is submitted that it was due to continued losses incurred by the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review:

i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting

standards have been followed and there are no material departures from the same;

ii) That we have 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 as at 31st March, 2014 and of the loss of the Company for that period;

iii) That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the

provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities; and

iv) That we have prepared the annual accounts on a "going concern" basis.

COST AUDIT

The Company has filed the cost audit report for the financial year ending 31st March 2013, on 25th November, 2013. The Company will file the cost audit report for the financial year ending 31st March 2014 within the stipulated time period.

APPLICABILITY OF SECTION 15 OF SICK INDUSTRIAL COMPANIES ACT, 1985 (SICA)

The accumulated losses of the company continued to be more than its net worth and as per the provisions of Section 15 of the Sick Industrial Companies Act, 1985, the Company has made reference to Board for Industrial and Financial Reconstruction (BIFR) which was duly registered and its outcome is awaited.

DEPOSITS

The Company has not accepted any deposits from public during the financial year under review.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from the Auditors of the Company regarding Compliance of Conditions of Corporate Governance, certification by CEO & CFO and the Management Discussion & Analysis Report are given in the enclosed Annexure - B, which forms part of this Report.

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 Insider Trading.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

Informati on in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Parti culars in the report of Board of Directors) Rules, 1988 regarding conservati on of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure - A, which forms part of this report.

PARTICULARS OF EMPLOYEES

During the period under review none of the employees were in receipt of remuneration in excess of the amount prescribed under Section 217(2A) of The Companies Act, 1956.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to place on record its deep sense of gratitude for the continued support, assistance and co-operation received from the Customers, Vendors, Goverment Authorities and Banks during the year under review.

The Board is also grateful to the shareholder for their support.

The Board is also thankful to the employees of the Company for their contribution, support and commitment towards their duty leading to cordial industrial relations during the year under review.

On behalf of the Board of Directors, For WEBSOL ENERGY SYSTEM LIMITED

Date : 14th August, 2014 S. L. Agarwal B. R. Sengupta Place : Kolkata Managing Director Director


Mar 31, 2013

The Directors are pleased to present the Twenty Third Annual Report and the Audited Accounts for the financial period ended 31st March, 2013

FINANCIAL RESULTS (Rs.in lacs)

Particulars Current Period Last financial Period 2012-13 2011-12

Revenue from operations 11,421.58 14,325.21 Other Incomes 1,146.63 291.15

Total Revenue 12,568.21 14,616.36

Profit / (Loss) before interest, depreciation & taxes 1,561.80 (17,569.97)

Less: Interest 1,854.27 3,175.00

Less: Depreciation 1,298.51 1,995.50

Profit / (Loss) before Tax (1,590.98) (22,740.47)

Less: Provision for taxes including deferred taxes 678.07

Profit / (Loss) after Tax (1,590.98) (23,418.54)

OPERATIONS

During the current financial period of nine months (ie. 2012 - 13) as well as the last financial period of fifteen months (ie 2011 -12), we witnessed a significant decline in the global prices of the raw materials and finished goods coupled with the devaluation in the Indian Rupees vs US Dollar which resulted in a sharp decline in profitability leading to erosion of entire net worth of your Company.

During the nine months financial period under review your company reported a total revenue of Rs.12,568.21 Lacs againstRs. 14,616.36 Lacs during the last financial period for fifteen months. After providing Rs. 1,298.51 Lacs towards depreciation and Rs. 1,854.27 Lacs towards interest, the company suffered a loss ofRs. 1,590.98 Lacs during the current financial period as compared to a loss of Rs. 23,418.54 Lacs in the last financial period

DIVIDEND

Due to the losses as reported, the Board of Directors of your company could not recommend any dividend for the financial period ended 31st March, 2013.

DEBT RESTRUCTURING AND BIFR

During the last financial period the credit facilities availed by your Company were restructured by a majority of the lenders under the bilateral scheme of restructuring. However three working capital banks viz., Standard Chartered Bank, Dena Bank and HDFC Bank did not consent to restructure the working capital credit facilities sanctioned by them and as such the scheme of restructuring was not implemented in its essence. As a consequence these three working capital lenders as also the other two working capital lenders i.e., Allahabad Bank and Federal Bank have classified your company''s borrowings as Non Performing Asset (NPA) as on the date of the Balance Sheet under review.

Further due to the complete erosion of net worth of your company, a reference was filed and registered with the Board for Industrial and Financial Reconstruction (BIFR) during the financial period under review.

DIRECTORS

During the year under review Mrs. S. Vasanthi and Mr. S. K. Pal resigned from the office of Directors w.e.f. 08.10.2012 and 01.12.2012 respectively. However Mrs. S. Vasanthi is continuing with the Company as an employee. The Board put on record their valuable guidance and services rendered during their tenure as Directors of the Company.

According to the provisions of Articles of Association of the Company and the Companies Act, 1956, Mr. Biswa Ranjan Sengupta and Mr. Santosh Kumar Tibrewalla, Directors will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

STATUTORY AUDITORS

M/s. Agarwal Sanganeria & Co., Chartered Accountants, the Statutory Auditors of your Company retire at the ensuing Annual General Meeting and have confirmed their eligibility for re- appointment at the forthcoming Annual General Meeting under section 224(1B) of the Companies Act, 1956.

STATUTORY AUDITORS'' REPORT

On the Statutory Auditor''s observations, reply from the management is as under:

a. As mentioned in para (i) of the Annexure to the Auditors'' Report, regarding updating of the book records related to Fixed

Assets, the updation of fixed asset register is in process and the same will be updated in due course of time.

b. As mentioned in para (ix) of the Annexure to the Auditors'' Report, regarding delay in deposit of undisputed statutory dues as on 31st March 2013, the same is due, because of adverse cash flow situation of the Company. The said dues will be paid in due course of time.

c. As mentioned in para (x) of the Annexure to the Auditors'' Report, regarding accumulated losses exceeding the net worth during the current financial period and as well as during the last financial period, the same was due to significant decline in the global prices of the raw materials and finished goods coupled with the devaluation in the Indian Rupees vs US Dollar which resulted in a sharp decline in profitability. These factors had an impact on the profitability of your Company which ultimately led to erosion of entire net worth of our Company. On erosion of entire net worth of the Company as on 30th June 2012, as a statutory compliance of law, a reference was filed and registered with Board for Industrial and Financial Reconstruction (BIFR) during the current financial period.

d. As mentioned in para (xi) of the Annexure to the Auditors'' Report, regarding delays in repayment of principal sums and interest thereon to banks / financial institutions and classification of the accounts of the Company as Non Performing Asset (NPA) the same was due to adverse financial conditions. Further, three working capital lenders viz. Standard Chartered Bank, Dena Bank and HDFC Bank did not consent to the restructuring package approved and sanctioned by the lead bank. As on the date of the Balance Sheet all the working capital lenders viz. Allahabad Bank, The Federal Bank, Standard Chartered Bank, Dena Bank and HDFC Bank to the Company have classified the Company''s borrowings accounts with them as Non Performing Assets (NPA).

DIRECTORS'' RESPONSIBILITY STATEMENT We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial period under review:

i) That in the preparation of the Annual Accounts for the financial period ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures from the same;

ii) That we have 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 period as at 31st March, 2013 and of the loss of the Company for that period;

iii) That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities; and

iv) That we have prepared the annual accounts on a "going concern" basis.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed on Bombay Stock

Exchange Limited and National Stock Exchange of India Limited.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from Auditors of the Company regarding Compliance of Conditions of Corporate Governance, certification by CEO & CFO and the Management Discussion & Analysis Report are given in the enclosed Annexure - B, which forms part of this Report.

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 Insider Trading.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules , 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure –A, which forms part of this report.

INDUSTRIAL RELATIONS

The industrial relation during the period under review (July 2012- March 2013) had been cordial. The Directors take on record the dedication, contribution, support, commitment and significant efforts made by the Officers, Staff and Workers towards the overall evolution of the Company.

PARTICULARS OF EMPLOYEES

During the period under review none of the employees were in receipt of remuneration in excess of the amount prescribed under Section 217(2A) of The Companies Act, 1956.

ACKNOWLEDGEMENT

The Board of Directors would like to take this opportunity to offer their thanks and deep sense of gratitude for the support, assistance and co-operation received from the Financial Institutions, Banks, Customers, Vendors and the Government Authorities during the period under review. The Board is thankful to the shareholders for their support to the Company.

On behalf of the Board of Directors,

For WEBSOL ENERGY SYSTEM LIMITED

Sd/- Sd/-

S. L. Agarwal B. R. Sengupta

(Managing Director) (Director)

Date: 29th May 2013

Place: Kolkata


Mar 31, 2011

Dear Members,

The Directors are pleased to present the Twenty First Annual Report and the Audited Accounts for the financial

Financial results (Rs.in lacs) 2010-11 2009-10

Total Income 18478.75 17149.30

Total Expenditure 15738.22 14294.74

Profit before interest, depreciation & tax 2740.53 2854.56

Less: Interest 1292.90 1906.96

Depreciation 918.85 1244.68

Profit/Loss Before Tax 528.78 (297.08)

Less : Provision for -

- Taxation (incl for earlier years and FBT) (82.36) (3.08) - Doubtful Debts (7.27) -

- Deferred Tax (257.65) -

181.50 (300.16)

Add : Excess I. T. provision written back 0.04 -

Profit / (Loss) After Tax 181.54 (300.16)

Add : Balance brought forward from previous year 2590.27 2890.43

Balance Carried to Balance Sheet 2771.81 2590.27



Business And Performance

Solar energy demand has grown by an average 30% per annum over the past 20 years against a backdrop of rapidly declining costs and prices. This decline in cost has been driven by economies of manufacturing scale, manufacturing technology improvements, and the increasing efficiency of solar cells.

Your company being a pioneer in the industry of manufacturing solar photovoltaic cells and modules, has been on a constant growth path over the years. The last financial year of your Company, which was of nine months and ended on 31st March' 2011, was notable in itself as the company stepped up its production capacity from 30MW to 60MW, thus doubling its total production at its state of the art manufacturing facility at Falta SEZ, West Bengal. The turnover of your company for the last accounting period was Rs.16915.97 lacs as against Rs.14961.87 lacs for fifteen months in 2009-10. Despite the increase in production in quantitative terms, the turnover was low mainly because of the decrease in the selling prices of finished goods in absolute terms.

The Solar industry as a whole has recently surfaced as one of the main sources of clean energy with the Govt, of major countries showing a keen interest in promoting this industry. Recently the Govt, of India has also announced the Jawaharlal Nehru National Solar Mission (JNNSM) wherein the Govt, has set a target of generating about 20GW of solar power by 2022. The Ministry of New and Renewable Energy is proposing a national renewable portfolio standard (RPS) requiring 10% of Indian electricity to come from renewable by 2012 and 20% by 2020. The overall global PV installation increased nearly six times from 2004 and is expected to grow faster. Solar photovoltaic power is a viable and reliable technology with a significant potential for long term growth in nearly all regions.

expansion Capacity

In line with its expansion plans as projected and embarked upon, your company is pleased to announce that with our relentless efforts we have achieved our target expansion plan of 60MW by the end of February 2011. The company continues to transcend the growth trajectory and commits to achieve the 120 MW installed production capacity in due time as targeted to enhance revenues and give a strong competition in this over expanding market scenario.

Dividend

Considering the performance of your Company in the period under review and the ongoing expansion process, the Board of Directors of your company have not recommended any dividend for the last financial year.

Directors

According to provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. O.P. Agarwal and Mr. S.K. Pal retire by rotation and being eligible offer themselves for re-appointment. The Board considered that their re-appointment will be most beneficial to the Company and hence recommends adoption of the resolutions.

Auditors

M/s. Agarwal Sanganeria & Co., Chartered Accountants, the Auditors of the Company retire pursuant to section 224 of the Companies Act, 1956 and being eligible offer themselves for re- appointment. Necessary certificate under Section 224(1 B) of the Companies Act, 1956 has been received from the retiring Auditors confirming their eligibility and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

Auditors' Report

The notes to the Accounts referred to the Auditors Report are self explanatory and therefore, do not call for any further comments.

Directors' Responsibility Statement

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review:

i) that in the preparation of the Annual Accounts for the financial period ended 31st March, 2011, the applicable accounting standards have been followed and there are no material departures from the same;

ii) that we have 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 period as at 31 st March, 2011 and of the profit of the Company for that period;

iii) that we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities.

iv) that we have prepared the annual accounts on a "going concern" basis.

Listing Of Securities in Stock Exchanges

The shares of the Company are listed on Bombay Stock Exchange and National Stock Exchange.

Corporate Governance

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from Auditors of the Company regarding Compliance of Conditions of Corporate Governance, certification by CEO and the Management Discussion & Analysis Report and are given in the enclosed Annexure - B, which forms part of this Report.

Industrial Relations

The industrial relation during the last financial period had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

Energy, Technology & Foreign Exchange

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure -A, which forms part of this report.

Particulars Of Employees

During the period under review none of the employees was in receipt of remuneration in excess of the amount prescribed under Section 217(2A) of The Companies Act, 1956.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the period under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the period under review.

By order of the Board, For Websol Energy Systems Ltd.

S. L. Agarwal S. Vasanthi Managing Director Director

Registered office:

9, A.J. C. Bose Road, Ideal Centre, 5th Floor, Kolkata-700 017 Date: 28th May, 2011

 
Subscribe now to get personal finance updates in your inbox!