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Directors Report of Waaree Renewable Technologies Ltd.
Mar 31, 2025
Your Directors have immense pleasure to present the 26th (Twenty Sixth) Board''s Report on the Business and
Operations of the Company and the Financial Accounts for the Financial Year ended March 31, 2025.
1. FINANCIAL RESULTS:
The Company''s financial performance for the year ended March 31, 2025, is summarised below:
|
Consolidated |
Standalone |
|||
|
Particulars |
2024-25 |
2023-24 (Restated) |
2024-25 |
2023-24 (Restated) |
|
Total Income |
1,61,225.00 | |
88,065.72 |
1,61,259.42 | |
88,063.50 |
|
Less: Expenditure |
1,30,805.56 |
68,220.31 |
1,30,755.37 |
68,203.20 |
|
Add/(Less): Exceptional Items |
(401.88) |
- |
(401.88) |
- |
|
Profit/(Loss) before Tax |
30,047.56 |
19,845.41 |
30,102.17 |
19,860.30 |
|
Tax Expense (including Previous Year Tax Adjustment) |
7,155.09 |
5,323.56 |
7,153.64 |
5,312.45 |
|
Profit/(Loss) after Tax |
22,892.47 |
14,521.85 |
22,948.52 |
14,547.85 |
2. OPERATIONS & STATE OF COMPANY''S AFFAIRS
During the year under review, the Company along
with its subsidiaries executed 1,524 MWp projects.
This resulted in EPC revenues of '' 1,55,931.22 Lakhs.
The Company''s solar plants generated revenues of
'' 2,538.38 Lakhs. The year saw crossing significant
milestones both in order wins and executions.
The unexecuted order book of the Company now
stands at 3,263 MWp.
On Standalone basis the Company clocked
revenues of '' 1,59,746.14 lakhs as against
'' 87,617.86 Lakhs. At Consolidated level the
Company achieved revenues of '' 1,59,774.79 Lakhs
as against '' 87,650.27 Lakhs. Profits grew in line
with revenues. Your company achieved Profit After
Tax of '' 22,948.52 Lakhs as against '' 14,547.85
Lakhs on Standalone basis. Consolidated Profit
After Tax stood at '' 22,892.47 Lakhs as against
'' 14,521.85 Lakhs.
3. DIVIDEND AND RESERVES
During the year under review, the Board of Directors
of the Company has declared an interim dividend
of Re. 1/- (50%) per equity share having a face
value of '' 2/ - each on the paid-up equity share
capital of the Company. Further the Directors do
not recommend any final dividend for the financial
year 2024-25.
The Company does not propose to transfer any
amount to reserves.
In terms of the regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Board approved and
adopted Dividend Distribution Policy of the
Company. The policy is disclosed on the website
of the listed entity and can be accessed at https://
waareertl.com/static/media/Code-and-Policy-
Dividend-Distribution-Policy-20240320075231.pdf.
4. SHARE CAPITAL
As on March 31, 2025, the Company has authorized
Equity Share Capital of '' 21,31,00,000/- consisting of
10,65,50,000 equity shares of '' 2/- each.
The Issued, Subscribed and Paid-up Share Capital
of the Company is '' 20,84,93,138/- dividing into
10,42,46,569 fully paid up Equity Share of '' 2/- each.
The Company has issued 97,304 equity shares of
'' 2/- each to eligible employees under its Waaree
Renewable Technologies Limited - Employee Stock
Options Plan 2022" (âWaaree RTL ESOP 2022").
The Company has not issued any equity shares
with differential rights during the year under review
and hence no information as per provisions of
Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
The Company has not issued any sweat equity
shares during the year under review and hence no
information as per provisions of Rule 8(13) of the
Companies (Share Capital and Debenture) Rules,
2014 is furnished.
There are no shares held by trustees for the benefit
of employees and hence no disclosure under
Rule 16(4) of the Companies (Share Capital and
Debentures) Rules, 2014 has been furnished.
5. EMPLOYEES STOCK OPTION SCHEME (ESOP)
The Waaree Renewable Technologies Limited -
Employee Stock Options Plan 2022" (âWaaree RTL
ESOP 2022") was approved by the Members of the
Company by Special Resolution passed by Postal
Ballot on June 25, 2022. The Company has granted
5,463 stock options to the eligible employee under
the Waaree RTL ESOP 2022 during the year under
review. Each option, when exercised, would entitle
the holder to subscribe for one equity share of
the Company of face value '' 2/- each. Further
the Company has issued 97,304 equity shares of
'' 2/- each to eligible employees under its Waaree
Renewable Technologies Limited - Employee Stock
Options Plan 2022" (âWaaree RTL ESOP 2022").
A certificate from the Secretarial Auditor on the
implementation of Waaree RTL ESOP 2022 will be
placed at the ensuing Annual General Meeting for
inspection by the Members.
2,43,602 stock options exercisable as on March
31, 2025.
The particulars with regard to stock options as on
March 31, 2025, as required to be disclosed pursuant
to the provisions of Companies (Share Capital and
Debentures) Rules, 2014 read with the applicable
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, are set out at Annexure-1
to this Report.
The Scheme is avaliable on the website of the
Company at https://waareertl.com/wp-content/
uploads/2025/02/Amended-ESOP-Scheme.
pdf and https://waareertl.com/wp-content/
uploads/2025/02/Original-ESOP-Scheme.pdf
6. SUBSIDIARY AND ASSOCIATES COMPANIES
As on March 31, 2025 the Company has the
following subsidiary:
⢠Waasang Solar One Private Limited (51%
shareholding)
⢠Sunsational Solar Private Limited (Wholly
Owned Subsidiary)
⢠Sunsantional Energy Private Limited (Wholly
Owned Subsidiary)
Further the a also incorporated a Wholly Owned
Subsidiary under the name Sunsational Power
Private Limited with effect from 20th May 2025.
The National Company Law Tribunal (âNCLT"),
Mumbai Bench has by their order dated
21/03/2024, further revised by Corrigendum
order on 24/05/2024, approved the Scheme of
Amalgamation (âScheme") of between Sangam
Rooftop Solar Private Limited (Transferor Company
01), Waaree PV Technologies Private Limited
(Transferor Company 02), and Waasang Solar
Private Limited (Transferor Company 03), all
wholly owned subsidiaries of the Company, with
the Company. The Appointed date of the Scheme
is 01/04/2022. The said scheme has been made
effective from 11/06/2024. Consequently, the
above mentioned wholly owned subsidiaries of the
Company stand dissolved without winding up.
The Company has no associate or joint venture
Company during the financial year and as on
March 31, 2025.
The details as required under Rule 8 of the
Companies (Accounts) Rules, 2014 regarding
the performance and financial position of the
Subsidiaries, Associates and Joint Ventures of
the Company are provided in Form AOC-1 as
Annexure-2, which form part of the Consolidated
Financial Statements of the Company for the
financial year ended March 31, 2025.
7. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Act and implementation
requirements of Indian Accounting Standards (''IND-
AS'') on accounting and disclosure requirements
and as prescribed by the SEBI Listing Regulations,
the Audited Consolidated Financial Statements are
provided in this Annual Report
Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the Financial
Statements of the Subsidiaries, Associates and
Joint Ventures of the Company in the prescribed
form AOC-1 is annexed at Annexure-2 to this
Annual Report
Pursuant to Section 136 of the Act, the Financial
Statements of the Subsidiaries are available on the
website of the Company i.e., www.waareertl.com.
under the Investors Section.
8. CORPORATE GOVERNANCE
The Company is committed to maintain the highest
standards of Corporate Governance and adheres
to the Corporate Governance requirements as
stipulated by the Securities and Exchange Board of
India (''the SEBI'').
The report on Corporate Governance as prescribed
in the SEBI Listing Regulations forms an integral part
of this Annual Report.
The requisite certificate from MMJB & Associates
LLP, Practising Company Secretary, confirming
compliance with the conditions of Corporate
Governance along with a declaration signed by MD
of the Company stating that the Members of the
Board of Directors and Senior Management have
affirmed the compliance with code of conduct of
the Board of Directors and Senior Management, is
attached to the report on Corporate Governance.
9. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on March 31,
2025 is available on the website of the Company
at https://waareertl.com/static/media/MGT7-25-
20250820102418.pdf under Investor relations tab.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
⢠In terms of the provision of Section 152 of
the Companies Act, 2013 and of Articles of
Association of the Company, Mr. Hitesh Mehta
(DIN: 00207506), Director of the Company
retires by rotation at the ensuing Annual
General Meeting and being eligible, seeks re¬
appointment.
⢠All Independent Directors have furnished the
declarations to the Company confirming that
they meet the criteria of Independence as
prescribed under Section 149 of the Act and
Regulation 16 (1)(b) read with Regulation 25(8)
of the SEBI Listing Regulations and the Board
has taken on record the said declarations after
undertaking due assessment of the veracity of
the same.
⢠The Company has also received Form DIR-8
from all the Directors pursuant to Section 164(2)
and Rule 14(1) of Companies (Appointment
and Qualification of Directors) Rules, 2014.
⢠Brief profile of the Director seeking re¬
appointment has been given as an annexure
to the Notice of the ensuing AGM.
⢠During the year under review following
appointment and resignations have
taken place:
? The tenure of Ms. Anita Jaiswal had expired,
and she cessed to be the Independent
Director of the Company with effect from
June 19, 2024.
? In order of comply with the requirement of
Women Independent Director for top 1000
companies as per SEBI (LODR), Ms. Ambika
Sharma was appointed as Women
Independent Director of the Company
with effect from June 20, 2024.
? Mr. Sunil Jain was appointed as
Independent Director of the Company
with effect from September 27, 2024.
? Mr. Dilip Panjwani had resigned as Chief
Financial Officer of the Company with
effect from January 31, 2025.
⢠As on March 31, 2025 the following persons
were the Key Managerial Personnel (kmp) of
the Company pursuant to Section 2(51) and
Section 203 of the Act read with the Rules
framed thereunder:
? Mr. Pujan P. Doshi : Managing Director
? Ms. Heema Shah : Company Secretary &
Compliance Officer
⢠With effect from April 16, 2025, Mr. Sudhir Arya
was appointed as Independent Director of
the Company, Mr. Manmohan Sharma was
appointed as Chief Financial Officer of the
Company and Mr. Mitul Mehta had resigned as
Independent Director of the Company.
⢠The shareholders in the 25th Annual General
Meeting held on September 16, 2024, had
approved the re-appointment of Mr. Pujan
Doshi for a period of 5 years with effect from
June 15, 2025, to June 14, 2030.
⢠With effect from August 26, 2025, Mr. Viren
Doshi, Mr. Hitesh Mehta and Mr. Sunil Rathi has
been appointed as Whole Time Directors of the
Company subject to approval of members in
26th Annual General Meeting.
MEETINGS
A calendar of Board Meetings, Annual General
Meeting and Committee Meetings is prepared
and circulated in advance to the Directors of your
Company. The Board of Directors of your Company
met 9 (nine) times during the financial year 2024¬
25. The details of these Meetings are provided in
the Corporate Governance Section of the Annual
Report. The maximum time gap between any two
consecutive Meetings did not exceed one hundred
and twenty days.
12. BOARD COMMITTEES
The Board had constituted/re-constituted various
Committees in compliance with the provisions
of the Act and the SEBI Listing Regulations viz.
Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee and
Risk Management Committee.
All decisions pertaining to the constitution of
Committees, appointment of Members and fixing
of terms of reference/role of the Committees are
taken by the Board
The details of the role and composition of these
Committees, including the number of Meetings
held during the financial year and attendance
at these Meetings are provided in the Corporate
Governance Section of the Annual Report.
13. PERFORMANCE EVALUATION
Pursuant to the applicable provisions of the Act and
the SEBI Listing Regulations, the Board has carried
out an Annual Evaluation of its own performance,
performance of the Independent Directors and the
working of its committees based on the evaluation
criteria specified by Nomination and Remuneration
Committee for performance evaluation process of
the Board, its Committees and Directors.
The Board''s functioning was evaluated on various
aspects, including, inter-alia, the structure of the
Board, Meetings of the Board, functions of the
Board, degree of fulfilment of key responsibilities,
establishment, and delineation of responsibilities
to various Committees and effectiveness of Board
processes, information and functioning.
The Committees of the Board were assessed on
the degree of fulfilment of key responsibilities,
adequacy of Committee composition and
effectiveness of Meetings. The Directors were
evaluated on aspects such as attendance,
contribution at Board/ Committee Meetings and
guidance/support to the management outside
Board/Committee Meetings.
As mentioned earlier, the performance assessment
of Non-Independent Directors, Board as a whole
and the Chairman were evaluated in a separate
Meeting of Independent Directors. The same was
also discussed in the Board Meeting. Performance
evaluation of Independent Directors was done
by the entire Board, excluding the Independent
Director being evaluated.
14. CRITERIA FOR SELECTION OF CANDIDATES
FOR APPOINTMENT AS DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT PERSONNEL
The Nomination and Remuneration Committee has
laid down well-defined criteria, in the Nomination
and Remuneration Policy, for selection of candidates
for appointment as Directors, Key Managerial
Personnel and Senior Management Personnel.
The said Policy is available on the Company''s
website and can be accessed by web link https://
waareertl.com/static/media/Code-and-Policy-
Nomination--Remuneration-and-Evaluation-
Policy-20240320074421.pdf.
15. FAMILIARIZATION PROGRAM OF INDEPENDENT
DIRECTORS
In compliance with the requirements of the SEBI
Listing Regulations, the Company has put in
place a familiarization program for Independent
Directors to familiarize them with their role, rights
and responsibility as Directors, the operations of
the Company, business overview etc.
The details of the familiarization program are
explained in the Corporate Governance Report
and the same is also available on the website of
the Company and can be accessed by web link
https://waareertl.com/details-of-familiarization/.
16. A STATEMENT REGARDING OPINION OF
THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE, AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR
The Company has received declaration from the
Independent Directors that they meet the criteria
of independence as prescribed under Section
149 of the Act and Regulation 16 (l)(b) read with
Regulation 25(8) of the SEBI Listing Regulations. In
the opinion of the Board, they fulfil the condition
for appointment/re-appointment as Independent
Directors on the Board and possess the attributes
of integrity, expertise and experience as required
to be disclosed under Rule 8(5) (iiia) of the
Companies (Accounts) Rules, 2014.
17. INDEPENDENT DIRECTORS'' MEETING
In terms of Schedule IV of the Act and Regulation
25 of the SEBI Listing Regulations, Independent
Directors of the Company are required to hold at
least one meeting in a financial year without the
attendance of Non-Independent Directors and
Members of Management.
During the year under review, Independent Directors
met separately on January 31, 2025, inter-alia, for
⢠Evaluation of performance of Non-Independent
Directors and the Board of Directors of the
Company as a whole.
⢠Evaluation of performance of the Chairman of
the Company, taking into views of Executive
and Non-Executive Directors; and
⢠Evaluation of the quality, content, and
timelines of flow of information between the
Management and the Board that is necessary
for the Board to effectively and reasonably
perform its duties.
18. REMUNERATION POLICY FOR DIRECTORS,
KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT EMPLOYEES
The Nomination and Remuneration Committee
has laid down the framework for remuneration of
Directors, Key Managerial Personnel and Senior
Management Personnel in the Nomination and
Remuneration Policy recommended by it and
approved by the Board of Directors. The Policy,
inter-alia, defines Key Managerial Personnel and
Senior Management Personnel of the Company
and prescribes the role of the Nomination and
Remuneration Committee. The Policy lays down
the criteria for identification, appointment and
retirement of Directors and Senior Management.
The Policy broadly lays down the framework
in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management
Personnel. The Policy also provides for the criteria
for determining qualifications, positive attributes
and independence of Director and lays down the
framework on Board diversity.
The said Policy is available on the Company''s
website and can be accessed by web link www.
waareertl.com.
19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY COMPANY
Particulars of Loans, Guarantees and Investments
made during the year as required under the
provisions of Section 186 of the Act are given in the
notes to the Financial Statements forming part of
Annual Report.
Also, pursuant to Paragraph A (2) of Schedule
V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, (''SEBI Listing Regulations'')
particulars of Loans/Advances given to subsidiaries
have been disclosed in the notes to the Financial
Statements forming part of Annual Report.
20. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy
to provide a formal mechanism to the Directors
and employees to report their concerns about
unethical behaviour, actual or suspected fraud
or violation of the Company''s Code of Conduct
or Ethics Policy. The Policy provides for adequate
safeguards against victimization of employees
who avail of the mechanism and provides for direct
access to the Chairman of the Audit Committee. It
is affirmed that no person has been denied access
to the Audit Committee.
The said Policy is available on the Company
website and can be accessed by weblink www.
waareertl.com .
21. RELATED PARTY TRANSACTIONS AND POLICY
The related party transactions attracting the
compliance under the Companies Act, 2013 and/or
the SEBI Listing Regulations were placed before the
Audit Committee and/or Board and/or Members
for necessary review/approval.
The routine related party transactions were
placed before the Audit Committee for its
omnibus approval. A statement of all related party
transactions entered was presented before the
Audit Committee on a quarterly basis, specifying
the nature, value and any other related terms and
conditions of the transactions.
Transactions to be reported in Form AOC-2 in terms
of Section 134 of the Act read with Companies
(Accounts) Rules, 2014, with related parties are
annexed as Annexure-3.
The Related Party Transactions Policy in line with
the requirements of Regulation 23 of the SEBI Listing
Regulations is available on the Company website
and can be accessed by web link www.waareertl.
com .
22. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS
There are no significant and material orders passed
by the Regulators/Courts that would impact the
going concern status of the Company and its
future operations.
The National Company Law Tribunal (âNCLT"),
Mumbai Bench has by their order dated
21/03/2024, further revised by Corrigendum
order on 24/05/2024, approved the Scheme of
Amalgamation (âScheme") of between Sangam
Rooftop Solar Private Limited (Transferor Company
01), Waaree PV Technologies Private Limited
(Transferor Company 02), and Waasang Solar
Private Limited (Transferor Company 03), all
wholly owned subsidiaries of the Company, with
the Company. The Appointed date of the Scheme
is 01/04/2022. The said scheme has been made
effective from 11/06/2024. Consequently, the
above mentioned wholly owned subsidiaries of the
Company stand dissolved without winding up.
23. MATERIAL CHANGES AND COMMITMENT IF
ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY FROM THE END OF FINANCIAL YEAR
TILL THE DATE OF THE REPORT
There have been no material changes and
commitments affecting the financial position of
the Company which have occurred between the
end of the financial year to which the Financial
Statements relate and the date of this Report.
24. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the
Companies Act, 2013, the Directors confirm that;
i. i n the preparation of the Annual Accounts for
the year ended March 31, 2025, the applicable
accounting standards have been followed
along with proper explanation relating to
departures, if any;
ii. appropriate accounting policies have been
selected and applied consistently and such
judgments and estimates have been made
that are reasonable and prudent so as to give
a true and fair view of the state of affairs of
the Company as at March 31, 2025 and of the
profit of the Company for the year ended on
that date
iii. proper and sufficient care has been taken 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;
iv. the annual accounts have been prepared on a
âgoing concern" basis;
v. proper internal financial controls are laid
down and such internal financial controls are
adequate and operating effectively;
vi. proper systems to ensure compliance with the
provisions of all applicable laws have been
devised and such systems were adequate and
operating effectively.
Your Auditors have opined that the Company has
in, all material respects, maintained adequate
internal financial controls over financial reporting
and that they were operating effectively
25. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the
Companies Act, 2013 and Companies (Audit and
Auditors) Rules, 2014, M/s KKC & Associates LLP,
(Formerly known as Khimji Kunverji & Co. LLP)
Chartered Accountants (FRN 105146W/ W100621)
were appointed as Statutory Auditors of the
Company at the 22nd Annual General Meeting held
on September 30, 2021 for the term of Five years i.e.;
from the conclusion of 22nd Annual General Meeting
till the conclusion of 27th Annual General Meeting
to be held in 2026. As required under Section 139
of the Act, the Company has obtained certificate
from them to the effect that their continued
appointment, would be in accordance with the
conditions prescribed under the Act and the Rules
made thereunder, as may be applicable.
The Auditors'' Report is unmodified i.e., it does
not contain any qualification, reservation or
adverse remark
26. REPORTING OF FRAUD
There was no instance of fraud during the year
under review, which required the Statutory Auditors
to report under Section 143(12) of the Act and the
Rules made thereunder.
27. COST AUDIT AND COST RECORDS
Provision of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014 are not applicable to the Company
during the financial year under review.
28. SECRETARIAL AUDITTOR AND SECRETARIAL
AUDIT REPORT
In terms of Section 204 of the Act and Rules
made thereunder, M/s MMJB & Associates LLP
(Peer Review No. 2826/2022), were appointed as
Secretarial Auditor of the Company to carry out the
secretarial audit for FY 2024-25. The report of the
Secretarial Auditor for FY 2024-25 is enclosed as
Annexure-4 forming part of this Report. There has
been qualification in the Report of the Secretarial
Auditors and management response to the
qualifications are as below:
|
Sr. No. |
Qualification |
Management Response |
|
1. |
In two instances |
The listed entity has taken |
|
Designated |
disciplinary action and |
|
|
Employees of |
issued warning letter to these |
|
|
the Listed entity |
employees. Moreover, initiated |
|
|
has violated |
a thorough review of these |
|
|
the Code of |
incidents and is in the process |
|
|
Conduct with |
of reporting the matter to |
|
|
respect to |
the Audit Committee for their |
|
|
Contra Trade |
consideration. Appropriate |
|
|
and Pre- |
corrective actions will be |
|
|
clearance and |
taken in accordance with |
|
|
the listed entity |
the Company''s policies and |
|
|
is in the process |
regulatory requirements. |
|
|
of reporting |
Additionally, management is |
|
|
to Audit |
reinforcing awareness and |
|
|
Committee |
training on the Code of Conduct |
|
|
and taking |
to prevent recurrence of such |
|
|
necessary action. |
violations in the future. |
|
|
2. |
In few instances |
These delays were primarily due |
|
there were |
to resource constraints as well |
|
|
delay in |
as system downtime. |
|
|
making entry |
To address this, we have |
|
|
in structured |
implemented the following |
|
|
digital |
corrective measures: |
|
|
database. |
Strengthened internal monitoring Exploring system automation Management remains |
Pursuant to the provisions of Section 204 and other
applicable provisions, if any, of the Act (including
any statutory modification or re-enactment
thereof for the time being in force) and the rules
made thereunder, as amended from time to time
and pursuant to the Regulation 24A of the Listing
Regulations, as amended, M/s Makarand M. Joshi &
Co. Practicing Company Secretaries are proposed
to be appointed as Secretarial Auditor of the
Company for a term of five consecutive financial
years, commencing from the financial year 2025-26,
subject to the approval of Members in the ensuing
AGM. The necessary resolution for appointment of
M/s MMJB & Associates LLP, as Secretarial Auditor
form part of the Notice convening the ensuing AGM.
29. SECRETARIAL STANDARDS
The Company has complied with the applicable
SS-1 (Secretarial Standard on Meetings of the
Board of Directors) and SS-2 (Secretarial Standard
on General Meetings) issued by the Institute of
Company Secretaries of India and approved by
the Central Government under Section 118(10) of
the Companies Act, 2013.
30. TRANSFER OF UNCLAIMED DIVIDEND AND
EQUITY SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND (lEPF)
Pursuant to Section 124 of the Act read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund Rules), 2016
(''the IEPF Rules''), during the year under review, no
amount of Unclaimed dividend and corresponding
equity shares were due to be transferred to
IEPF account
31. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY
The Company has an adequate system of internal
control to ensure that the resources are used
efficiently and effectively so that:
⢠assets are safeguarded and protected against
loss from unauthorized use or disposition.
⢠all significant transactions are authorised,
recorded and reported correctly.
⢠financial and other data are reliable for
preparing financial information.
⢠other data are appropriate for maintaining
accountability of assets.
The internal control is supplemented by an
extensive internal audits programme, review by
management along with documented policies,
guidelines and procedures.
32. I NTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY
The Company has in place adequate internal
financial controls commensurate with the size, scale
and complexity of its operations. The Company
has policies and procedures in place for ensuring
proper and efficient conduct of its business, the
safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and
completeness of the accounting records and the
timely preparation of reliable financial information.
The Company has adopted accounting policies,
which are in line with the Accounting Standards
and the Act
33. RISK MANAGEMENT
The Company has established a well-documented
and robust risk management framework under
the provisions of the Act. Under this framework,
risks are identified across all business processes
of the Company on a continuous basis. Once
identified, these risks are managed systematically
by categorizing them into Enterprise Level Risk &
Project Level Risk. These risks are further broken
down into various subcategories of risks such as
operational, financial, contractual, order book,
project cost and time overrun etc. and proper
documentation is maintained in the form of activity
log registers, mitigation reports, and monitored by
respective functional heads.
The Company has constituted a Risk Management
Committee on May 19, 2023 as required in term
of the provisions of regulation 21 of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to
provide guidance in management of risk and to
support the achievement of corporate objectives,
protect staff and business assets and ensure
financial stability.
34. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has always believed in providing
a conducive work environment devoid of
discrimination and harassment including sexual
harassment. The Company has a well formulated
Policy on Prevention and Redressal of Sexual
Harassment. The objective of the Policy is to prohibit,
prevent and address issues of sexual harassment
at the workplace. This Policy has striven to prescribe
a code of conduct for the employees and all
employees have access to the Policy document
and are required to strictly abide by it. The Policy
covers all employees, irrespective of their nature of
employment and is also applicable in respect of
all allegations of sexual harassment made by an
outsider against an employee.
The Company has duly constituted an Internal
Complaints Committee in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder. During the year 2024-25,
no case of Sexual Harassment was reported.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR)
A brief outline of the Corporate Social Responsibility
(''CSR'') Policy as recommended by the CSR
Committee and approved by the Board of Directors
of the Company, and the initiatives undertaken by
the Company on CSR activities during the year
are set out in Annexure-5 of this Report in the
prescribed format.
The said Policy isavailableon the Company''s website
and can be accessed by web link https://waareertl.
com/static/media/Code-and-Policy-Corporate-
Social-Responsibility-Policy-20240320075329.pdf.
36. ENVIRONMENT AND SAFETY
Your Company is committed to ensure sound
Safety, Health and Environmental (she)
performance related to its activities, products and
services. Your Company is taking continuous steps
to develop Safer Process Technologies and Unit
Operations and has been investing heavily in areas
such as Process Automation for increased safety
and reduction of human error element.
The Company is committed to continuously
take further steps to provide a safe and
healthy environment.
37. INDUSTRIAL RELATIONS
The industrial relations continued to be generally
peaceful and cordial during the year under review.
38. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to the Conservation
of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as required to
be disclosed under the Companies (Accounts)
Rules, 2014 is given in Annexure-6 forming part of
this Report.
39. PUBLIC DEPOSITS
Your Company has not accepted any deposit falling
under Chapter V of the Act during the year under
review. There were no such deposits outstanding at
the beginning and end of the FY 2024-25.
40. PARTICULARS OF EMPLOYEES AND OTHER
ADDITIONAL INFORMATION
Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed to the Report as Annexure-7A.
Statement containing particulars of top 10
employees and the employees drawing
remuneration in excess of limits prescribed under
Section 197 (12) of the Act read with Rule 5(2)
and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 are provided in the Annexure-7B forming
part of this report. None of the employees listed in
the said Annexur-7B is related to any Director of
the Company.
In terms of proviso to Section 136(1) of the Act,
the Report and Accounts are being sent to
the Members, excluding statement containing
particulars of top 10 employees and the
employees, drawing remuneration in excess of
limits prescribed under Rule 5(2) and (3) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The said
Statement is also open for inspection. Any member
interested in obtaining a copy of the same may
write to the Company Secretary.
41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
Pursuant to Regulation 34 of the Listing Regulations,
the BRSR, initiatives taken from an environmental,
social,
governance and sustainability perspective in the
prescribed format is attached in Annexure-8.
42. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for
the year 2024-25 as stipulated under SEBI (LODR),
Regulations, 2015 has annexed as Annexure-9 of
this Report.
43. DISCLOSURE OF AGREEMENTS
As on date of the notification i.e., June 14, 2023, there
was no agreement are subsisting as specified in
clause 5A of para-A of part A of Schedule III of SEBI
LODR Second Amendment Regulations, 2023.
44. CAUTIONARY STATEMENT
Statements in this Report, Management Discussion
and Analysis, Corporate Governance, notice to the
Shareholders or elsewhere in this Annual Report,
describing the Company''s objectives, projections,
estimates and expectations may constitute
''forward looking statement'' within the meaning
of applicable laws and regulations. Actual results
might differ materially from those either expressed
or implied in the statement depending on the
Market conditions and circumstances.
45. ACKNOWLEDGEMENT AND APPRECIATION
Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders,
Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued Investors and all
other Business Partners, for their continued co-operation and support extended during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and
their continued contribution to promote its development.
On behalf of the Board
For Waaree Renewable Technologies Limited
Sd/- Sd/-
Pujan Doshi Hitesh Mehta
Place: Mumbai (Managing Director) (Executive Director)
Dated: August 26, 2025 DIN: 07063863 DIN: 00207506
Registered office
504, Western Edge-I, off. Western Express Highway
Borivali (East), Mumbai 400066
Mar 31, 2024
The Directors have immense pleasure to present the 25th (Twenty Fifth) Board''s Report on the Business and Ooperations of the Company and the Financial Accounts for the Financial Year ended March 31, 2024.
The Company''s financial performance for the year ended March 31, 2024 is summarised below:
|
(Amount in Lakhs) |
||||
|
Particulars |
Consolidated |
Standalone |
||
|
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
|
|
Total Income |
87,988.53 |
35,248.49 |
87,518.87 |
34,691.61 |
|
Less: Expenditure |
68,147.64 |
27,547.07 |
67,489.87 |
26,710.66 |
|
Profit/(Loss) before Tax |
19,840.89 |
7,701.42 |
20,029.00 |
7,980.95 |
|
Tax Expense (including Previous Year Tax Adjustment) |
5,036.80 |
2,168.15 |
5,135.43 |
2,040.29 |
|
Profit/(Loss) after Tax |
14,804.08 |
5,533.27 |
14,893.57 |
5,940.66 |
2. OPERATIONS & STATE OF COMPANY''S AFFAIRS
During the year under review, the Company along with its subsidiaries executed 704 MWp projects. This resulted in EPC revenues of '' 84,776.39. The Company''s solar plants generated revenues of '' 1,814.68. The year saw crossing significant milestones both in order wins and executions. The unexecuted order book of the Company now stands at 2,365 MWp. The order pipeline now stands at 15.5 GW.
On Standalone basis, the Total Income of the Company for the financial year 2023-24 stood at '' 87,518.87 Lakhs as against '' 34,691.61 Lakhs representing a growth of 2.52 times. At Consolidated level, the Total Income of the company for the financial year 2023-24 stood at '' 87,988.53 Lakhs as against '' 35,248.49 Lakhs representing a growth of 2.5 times. Profits grew in line with revenues. Your company achieved Profit After Tax of '' 14,893.57 Lakhs as against '' 5,940.66 Lakhs registered a robust growth of 2.5 times on Standalone basis. Consolidated Profit After Tax stood at '' 14,804.08 Lakhs as against '' 5,533.27 Lakhs a growth of 2.67 times.
The Directors have recommended a dividend of '' 1.00/- per equity share of '' 2/- each for the financial year ended March 31, 2024 subject to approval of members. The payment of dividend will result into a cash outflow of '' 1,041.49 Lakhs.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 01, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961.
The Company does not propose to transfer any amount to reserves.
The face value of the shares was subdivided into 5 (five) equity shares of '' 2/- each from '' 10 (ten) each. The authorised share capital of the Company is '' 21,00,00,000 (Rupees Twenty-One crores only) comprising of 10,50,00,000 equity shares of face value of '' 2/- each.
The paid-up equity share capital as at March 31, 2024 stood at '' 20,82,98,530 (Rupees Twenty Crore Eighty-Two Lakh Ninety-Eight Thousand Five hundred and thirty only) comprising of 10,41,49,265 equity shares of face value of '' 2/- each.
The Company has issued 75,095 equity shares of '' 2/- each to eligible employees under its Waaree Renewable Technologies Limited -Employee Stock Options Plan 2022" ("Waaree RTL ESOP 2022").
The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
5. EMPLOYEES STOCK OPTION SCHEME (ESOP)
The Waaree Renewable Technologies Limited -Employee Stock Options Plan 2022" ("Waaree RTL ESOP 2022") was approved by the Members of the Company by Special Resolution passed by Postal Ballot on June 25, 2022. The Company has granted 54,050 stock options to the eligible employee under the Waaree RTL ESOP 2022 during the year under review. Each option, when exercised, would entitle the holder to subscribe for one equity share of the Company of face value '' 2/- each.
A certificate from the Secretarial Auditor on the implementation of Waaree RTL ESOP 2022 will be placed at the ensuing Annual General Meeting for inspection by the Members.
4,23,730 stock options were available for grant to the eligible employees as on March 31, 2024.
The particulars with regard to stock options as on March 31, 2024, as required to be disclosed pursuant to the provisions of Companies (Share Capital and Debentures) Rules, 2014 read with the applicable SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are set out at Annexure-1 to this Report.
6. SUBSIDIARY AND ASSOCIATES COMPANIES
As on March 31, 2024 the Company has the following subsidiary:
⢠Waasang Solar One Private Limited (51% shareholding)
The Hon''ble National Company Law Tribunal, Mumbai Bench (NCLT) has approved the Scheme of Amalgamation between Sangam Rooftop Solar Private Limited (Transferor Company 01), Waaree PV Technologies Private Limited (Transferor Company 02), Waasang Solar Private
Limited (Transferor Company 03) with Waaree Renewable Technologies Limited (''Transferee Company'') and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 vide its order dated March 21, 2024.
Further, The National Company Law Tribunal ("NCLT"), Mumbai Bench has passed Corrigendum order on 24/05/2024, approved the Scheme of Amalgamation ("Scheme") of between Sangam Rooftop Solar Private Limited (Transferor Company 01), Waaree PV Technologies Private Limited (Transferor Company 02), and Waasang Solar Private Limited (Transferor Company 03), all wholly owned subsidiaries of the Company, with the Company. The Appointed date of the Scheme is 01/04/2022. The said scheme has been made effective from 11/06/2024. Consequently, the above mentioned wholly owned subsidiaries of the Company stand dissolved without winding up.
No impact of the merger has been considered in the Standalone Financial Statements for the financial year ended March 31, 2024.
The Company has no associate or joint venture Company during the financial year and as on March 31, 2024.
The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and financial position of the Subsidiaries, Associates and Joint Ventures of the Company are provided in Form AOC-1 as Annexure -2, which form part of the Consolidated Financial Statements of the Company for the financial year ended March 31, 2024.
7. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Act and implementation requirements of Indian Accounting Standards (''IND-AS'') on accounting and disclosure requirements and as prescribed by the SEBI Listing Regulations, the Audited Consolidated Financial Statements are provided in this Annual Report.
Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Subsidiaries, Associates and Joint Ventures of the Company in the prescribed form AOC-1 is annexed at Annexure -2 to this Annual Report.
Pursuant to Section 136 of the Act, the Financial Statements of the Subsidiaries are available on the website of the Company i.e., www.waareertl. com. under the Investors Section.
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by the Securities and Exchange Board of India (''the SEBI'').
The report on Corporate Governance as prescribed in the SEBI Listing Regulations forms an integral part of this Annual Report.
The requisite certificate from R M Mimani & Associates LLP Practising Company Secretary, confirming compliance with the conditions of Corporate Governance along with a declaration signed by MD of the Company stating that the Members of the Board of Directors and Senior Management have affirmed the compliance with code of conduct of the Board of Directors and Senior Management, is attached to the report on Corporate Governance.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company at www.waareertl.com. under Investor relations tab.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
⢠In terms of the provision of Section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Viren Doshi (DIN: 00207121), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.
⢠All Independent Directors have furnished the declarations to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.
⢠The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
⢠Brief profile of the Director seeking reappointment has been given as an annexure to the Notice of the ensuing AGM.
⢠During the year under review, Mr. Hitesh Mehta has resigned as Chief Financial Officer of the Company with effect from August 25, 2023 and Mr. Dilip Panjwani was appointed as Chief Financial Officer of the Company with effect from August 25, 2023.
⢠The tenure of Ms. Anita Jaiswal had expired and she cessed to the Independent Director of the Company with effect from June 20, 2024.
⢠In order of comply with the requirement of Women Independent Director for top 1000 companies as per SEBI (LODR), Ms. Ambika Sharma was appointed as Women Additional Independent Director of the Company with effect from June 20, 2024 and her appointment is subject to approval of members in the ensuing Annual General Meeting.
⢠As on March 31, 2024 the following persons were the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder:
? Mr. Pujan P. Doshi: Managing Director
? Mr. Dilip Panjwani: Chief Financial Officer
? Ms. Heema Shah: Company Secretary & Compliance Officer
A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of your Company. The Board of Directors of your Company met 9 (nine) times during the financial year FY 2023-24. The details of these Meetings are provided in the Corporate Governance Section of the Annual Report. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.
The Board had constituted/re-constituted various Committees in compliance with the provisions of the Act and the SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee.
All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board
The details of the role and composition of these Committees, including the number of Meetings held during the financial year and attendance at these Meetings are provided in the Corporate Governance Section of the Annual Report.
Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Independent Directors and the working of its committees based on the evaluation criteria specified by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors.
The Board''s functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to various Committees and effectiveness of Board processes, information and functioning.
The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the management outside Board/Committee Meetings.
As mentioned earlier, the performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the Board Meeting. Performance evaluation of Independent Directors
was done by the entire Board, excluding the Independent Director being evaluated.
14. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.
The said Policy is available on the Company''s website and can be accessed by web link www. waareertl.com.
15. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.
The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company and can be accessed by web link www.waareertl.com.
16. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1) (b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.
17. INDEPENDENT DIRECTORS'' MEETING
In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and Members of Management.
During the year under review, Independent Directors met separately on March 14, 2024, inter-alia, for
⢠Evaluation of performance of NonIndependent Directors and the Board of Directors of the Company as a whole.
⢠Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors; and
⢠Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
18. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES
The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board of Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.
The said Policy is available on the Company''s website and can be accessed by web link www. waareertl.com.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of Annual Report.
Also, pursuant to Paragraph A (2) of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations'') particulars of Loans/Advances given to subsidiaries have been disclosed in the notes to the Financial Statements forming part of Annual Report.
20. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.
The said Policy is available on the Company website and can be accessed by weblink www.waareertl.com.
21. RELATED PARTY TRANSACTIONS AND POLICY
The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit Committee and/or Board and/ or Members for necessary review/approval.
The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.
Transactions to be reported in Form AOC-2 in terms of Section 134 of the Act read with Companies (Accounts) Rules, 2014, with related parties are annexed as Annexure - 3.
The Related Party Transactions Policy in line with the requirements of Regulation 23 of the SEBI Listing Regulations is available on the Company website and can be accessed by web link www. waareertl.com.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
The Hon''ble National Company Law Tribunal, Mumbai Bench (NCLT) has approved the Scheme of Amalgamation between Sangam Rooftop Solar Private Limited (Transferor Company 01), Waaree PV Technologies Private Limited(Transferor Company 02), Waasang Solar Private Limited (Transferor Company 03) with Waaree Renewable Technologies Limited (''Transferee Company'') and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 vide its order dated March 21, 2024.
Further, The National Company Law Tribunal ("NCLT"), Mumbai Bench has passed Corrigendum order on 24/05/2024, approved the Scheme of Amalgamation ("Scheme") of between Sangam Rooftop Solar Private Limited (Transferor Company 01), Waaree PV Technologies Private Limited (Transferor Company 02), and Waasang Solar Private Limited (Transferor Company 03), all wholly owned subsidiaries of the Company, with the Company. The Appointed date of the Scheme is 01/04/2022. The said scheme has been made effective from 11/06/2024. Consequently, the above mentioned wholly owned subsidiaries of the Company stand dissolved without winding up.
No impact of the merger has been considered in the Standalone Financial Statements for the financial year ended March 31, 2024.
23. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPOR
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.
24. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that;
i. i n the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;
ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date
iii. proper and sufficient care has been taken 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;
iv. the annual accounts have been prepared on a "going concern" basis;
v. proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively;
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.
Your Auditors have opined that the Company has in, all material respects, maintained adequate internal financial controls over financial reporting and that they were operating effectively
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s KKC & Associates LLP, (Formerly known as Khimji Kunverji & Co. LLP) Chartered Accountants (FRN 105146W/ W100621) were appointed as Statutory Auditors of the Company at the 22nd Annual General Meeting held on September 30, 2021 for the term of Five years i.e.; from the conclusion of 22nd Annual General Meeting till the conclusion of 27th Annual General Meeting to be held in 2026. As required under Section 139 of the Act, the Company has obtained certificate from them to the effect that their continued appointment, would be in accordance with the conditions prescribed under the Act and the Rules made thereunder, as may be applicable.
The Auditors'' Report is unmodified i.e., it does not contain any qualification, reservation or adverse remark.
There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the Rules made thereunder.
27. COST AUDIT AND COST RECORDS
Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed R M Mimani & Associates LLP, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year FY 2023-24 and the same was conducted by them in accordance with the provisions of Section 204 of the Act. The Secretarial Auditor''s Report is attached to this Annual Report at Annexure -4
The Secretarial Auditor''s observations are selfexplanatory.
The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of
the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
30. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (''the IEPF Rules''), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.
31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that:
⢠assets are safeguarded and protected against loss from unauthorized use or disposition.
⢠all significant transactions are authorised, recorded and reported correctly.
⢠financial and other data are reliable for preparing financial information.
⢠other data are appropriate for maintaining accountability of assets.
The internal control is supplemented by an extensive internal audits programme, review by management along with documented policies, guidelines and procedures.
32. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in
line with the Accounting Standards and the Act.
The Company has established a well-documented and robust risk management framework under the provisions of the Act. Under this framework, risks are identified across all business processes of the Company on a continuous basis. Once identified, these risks are managed systematically by categorizing them into Enterprise Level Risk & Project Level Risk. These risks are further broken down into various subcategories of risks such as operational, financial, contractual, order book, project cost and time overrun etc. and proper documentation is maintained in the form of activity log registers, mitigation reports, and monitored by respective functional heads.
The Company has constituted a Risk Management Committee on May 29, 2023 as required in term of the provisions of regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to provide guidance in management of risk and to support the achievement of corporate objectives, protect staff and business assets and ensure financial stability.
34. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.
The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year FY 2023-24, no case of Sexual
Harassment was reported.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR)
A brief outline of the Corporate Social Responsibility (''CSR'') Policy as recommended by the CSR Committee and approved by the Board of Directors of the Company, and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-5 of this Report in the prescribed format.
The said Policy is available on the Company''s website and can be accessed by web link www. waareertl.com.
Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element.
The Company is committed to continuously take further steps to provide a safe and healthy environment.
The industrial relations continued to be generally peaceful and cordial during the year under review.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014 is given in Annexure -6 forming part of this Report.
Your Company has not accepted any deposit falling under Chapter V of the Act during the year under review. There were no such deposits outstanding at the beginning and end of the FY
2023-24.
40. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure -7. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding statement containing particulars of top 10 employees and the employees, drawing remuneration in excess of limits prescribed under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary.
41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company, being part of the top 1,000 listed companies as per the Market capitalization as on March 31, 2024, has annexed Business Responsibility and Sustainability Report for the financial year FY 2023-24 in the format prescribed by the SEBI, covering the performance of the Company on the nine principles as per National Voluntary Guidelines (NVGs) at Annexure -8 of this Annual Report.
42. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year FY 2023-24 as stipulated under SEBI (LODR), Regulations, 2015 has annexed as Annexure -9 of this Report.
43. DIVIDEND DISTRIBUTION POLICY
Dividend Distribution Policy of the Company (''the Policy''), endeavours for fairness, consistency and sustainability while distributing profits to the Members and same is attached to this Report as Annexure-10.
As on date of the notification i.e., June 14, 2023, there was no agreement are subsisting as specified in clause 5A of para-A of part A of Schedule III of SEBI LODR Second Amendment Regulations, 2023.
Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statement'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.
46. ACKNOWLEDGEMENT AND APPRECIATION
Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued Investors and all other Business Partners, for their continued cooperation and support extended during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.
Mar 31, 2023
Your Directors have the immense pleasure to present the 24th (Twenty Fourth) Board''s Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.
1. FINANCIAL RESULTS
The Company''s financial performance for the year ended March 31, 2023 is summarised below:
|
(Amount in Lakhs) |
||||
|
Particulars |
Consolidated |
Standalone |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Total Income |
35,248.49 |
16,981.83 |
34,691.61 |
16,791.35 |
|
Less: Expenditure |
27,547.07 |
14,860.28 |
26,710.66 |
14,195.94 |
|
Profit/(Loss) before Tax |
7,701.42 |
2,121.55 |
7,980.95 |
2,595.41 |
|
Tax Expense (including Previous Year Tax Adjustment) |
2,168.15 |
1,232.41 |
2,040.29 |
555.19 |
|
Profit/(Loss) after Tax |
5,533.27 |
889.14 |
5,940.66 |
2,040.22 |
2. OPERATIONS & STATE OF COMPANY''S AFFAIRS
During Financial Year 2022-23 (the year under review), the Company along with its subsidiaries commissioned and executed 295 MW (approx) projects. A total of 817 MW is under execution.
During the year under review, standalone gross revenue was at H34691.61 lacs as against H16791.35 lacs. At consolidated level the Company achieved a gross revenue of H35248.49 lacs as against H16981.83 lacs the in the previous year.
Standalone profit before tax of the Company was at H7980.95 lacs during the year under review as against H2,595.41 lacs in the previous financial year. The Company earned a consolidated profit before tax of H7701.42 lacs during the year under review, as against H2121.55 lacs in the FY 2021-22.
Your directors have recommended a dividend of H1.00/-per equity share ofH10/- each for the financial year ended March 31, 2023 The payment of dividend will result into a cash outflow of H208.15 lacs. The dividend, if approved, by the Members at the ensuing Annual General Meeting shall be paid to all the eligible Members by October 25, 2023.
The Company does not propose to transfer any amount to reserves.
The authorised share capital of the Company is H210,000,000 (Rupees Twenty-One crores only) comprising of 21,000,000 equity shares of face value of H10/- each.
The paid-up equity share capital as at March 31, 2023 stood at H208,148,340 (Rupees Twenty Crore Eighty-One Lakh Forty-Eight Thousand three hundred and forty only).
There was no change in the share capital of the Company during the financial year ended on March 31, 2023.
The Company has not issued any equity shares with or without differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
5. EMPLOYEES STOCK OPTION SCHEME (ESOP)
The Waaree Renewable Technologies Limited -Employee Stock Options Plan 2022" ("Waaree RTL ESOP 2022â) was approved by the Members of the Company by Special Resolution passed by Postal Ballot on June 25, 2022. The Company has granted 1,15,730 Stock options to the eligible employee under the Waaree RTL ESOP 2022 during the year under review. Each option, when exercised, would entitle the holder to subscribe for one equity share of the Company of face value H10 each.
A certificate from the Secretarial Auditor on the implementation of Waaree RTL ESOP 2022 will be placed at the ensuing Annual General Meeting for inspection by the Members.
1,15,730 stock options were available for grant to the eligible employees as on March 31, 2023.
The particulars with regard to stock options as on March 31, 2023, as required to be disclosed pursuant to the provisions of Companies (Share Capital and Debentures) Rules, 2014 read with the applicable SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are set out at Annexure-1 to this Report.
6. SUBSIDIARY AND ASSOCIATES COMPANIES
As on March 31, 2023 the Company has the following subsidiaries:
⢠Waasang Solar One Private Limited (51% shareholding)
⢠Waasang Solar Private Limited (100% Wholly owned)
⢠Waaree PV Technologies Private Limited (100% Wholly owned)
⢠Sangam Rooftop Solar Private Limited (100% Wholly owned)
The Company has no associate orjoint venture Company during the financial year and as on March 31, 2023.
The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and financial position of the Subsidiaries, Associates and Joint Ventures of the Company are provided in Form AOC-1 as Annexure -2, which form part of the Consolidated Financial Statements of the Company for the financial year ended March 31, 2023.
7. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Act and implementation requirements of Indian Accounting Standards (''IND-AS'') on accounting and disclosure requirements and as prescribed by the SEBI Listing Regulations, the Audited Consolidated Financial Statements are provided in this Annual Report
Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Subsidiaries, Associates and Joint Ventures of the Company in the prescribed form AOC-1 is annexed at Annexure -2 to this Annual Report
Pursuant to Section 136 of the Act, the Financial Statements of the Subsidiaries are available on the website of the Company i.e., www.waareertl.com. under the Investors Section.
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by the Securities and Exchange Board of India (''the SEBI'').
The report on Corporate Governance as prescribed in the SEBI Listing Regulations forms an integral part of this Annual Report.
The requisite certificate from Zarna Sodagar & Co., Practising Company Secretary, confirming compliance with the conditions of Corporate Governance along
with a declaration signed by CEO of the Company stating that the Members of the Board of Directors and Senior Management have affirmed the compliance with code of conduct of the Board of Directors and Senior Management, is attached to the report on Corporate Governance.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company at www. waareertl.com. under Investor relations tab.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
⢠In terms of the provision of Section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Hitesh Pranjivan Mehta (DIN:00207506), Director of the Company retires by rotation at seeks re-appointment as non executive director.
⢠All Independent Directors have furnished the declarations to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 (1) (b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.
⢠The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
⢠Brief profile of the Director seeking re-appointment has been given as an annexure to the Notice of the ensuing AGM.
⢠As on March 31, 2023 the following persons were the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder:
^ Mr. Pujan P. Doshi : Managing Director
^ Mr. Hitesh P Mehta : Chief Financial Officer
^ Mr. Heema Shah : Company Secretary &
Compliance Officer
A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of your Company. The Board of Directors of your Company met 10 (ten) times during the financial year 2022-23. The details of these Meetings are provided in the Corporate Governance Section of the Annual Report. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.
The Board had constituted/re-constituted various Committees in compliance with the provisions of
the Act and the SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.
All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board
The details of the role and composition of these Committees, including the number of Meetings held during the financial year and attendance at these Meetings are provided in the Corporate Governance Section of the Annual Report.
13. PERFORMANCE EVALUATION
Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Independent Directors and the working of its committees based on the evaluation criteria specified by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors.
The Board''s functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to various Committees and effectiveness of Board processes, information and functioning.
The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the management outside Board/Committee Meetings.
As mentioned earlier, the performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the Board Meeting. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
14. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.
The said Policy is available on the Company''s website and can be accessed by weblink www.waareertl.com.
15. FAMILIARIZATION PROGRAM OF
INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.
The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company and can be accessed by weblink www.waareertl.com .
16. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.
17. INDEPENDENT DIRECTORS'' MEETING
In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of NonIndependent Directors and Members of Management.
During the year under review, Independent Directors met separately on March 14, 2023, inter-alia, for
⢠Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.
⢠Evaluation of performance of the Chairman of the Company, taking into views of Executive and NonExecutive Directors; and
⢠Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
18. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES
The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy
recommended by it and approved by the Board of Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.
The said Policy is available on the Companyâs website and can be accessed by weblink www.waareertl.com.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of Annual Report.
Also, pursuant to Paragraph A (2) of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulationsâ) particulars of Loans/ Advances given to subsidiaries have been disclosed in the notes to the Financial Statements forming part of Annual Report.
20. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.
The said Policy is available on the Company website and can be accessed by weblink www.waareertl.com .
21. RELATED PARTY TRANSACTIONS AND POLICY
The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit Committee and/or Board and/or Members for necessary review/ approval.
The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.
Transactions to be reported in Form AOC-2 in terms of Section 134 of the Act read with Companies (Accounts) Rules, 2014, with related parties are annexed as Annexure - 3 .
The Related Party Transactions Policy in line with the requirements of Regulation 23 of the SEBI Listing Regulations is available on the Company website and can be accessed by weblink www.waareertl.com .
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
23. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPOR
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.
24. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that;
i. in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;
ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date
iii. proper and sufficient care has been taken 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;
iv. the annual accounts have been prepared on a "going concernâ basis;
v. proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively;
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.
Your Auditors have opined that the Company has in, all material respects, maintained adequate internal financial controls over financial reporting and that they were operating effectively
25. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors)
Rules, 2014, M/s KKC & Associates LLP (Formerly known as Khimji Kunverji & Co. LLP) Chartered Accountants (FRN 105146W/ W100621) were appointed as Statutory Auditors of the Company at the 22nd Annual General Meeting held on September 30, 2021 for the term of Five years i.e.; from the conclusion of 22nd Annual General Meeting till the conclusion of 27th Annual General Meeting to be held in 2026. As required under Section 139 of the Act, the Company has obtained certificate from them to the effect that their continued appointment, would be in accordance with the conditions prescribed under the Act and the Rules made thereunder, as may be applicable.
The Auditors'' Report is unmodified i.e., it does not contain any qualification, reservation or adverse remark
There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the Rules made thereunder.
27. COST AUDIT AND COST RECORDS
Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed R M Mimani & Associates LLP, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23 and the same was conducted by them in accordance with the provisions of Section 204 of the Act. The Secretarial Auditor''s Report is attached to this Annual Report at Annexure -4
The Secretarial Auditor''s observations are selfexplanatory.
The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
30. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (''the IEPF Rulesâ), during the year under review, no amount of Unclaimed
dividend and corresponding equity shares were due to be transferred to IEPF account
31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that:
⢠assets are safeguarded and protected against loss from unauthorized use or disposition.
⢠all significant transactions are authorised, recorded and reported correctly.
⢠financial and other data are reliable for preparing financial information.
⢠other data are appropriate for maintaining accountability of assets.
The internal control is supplemented by an extensive internal audits programme, review by management along with documented policies, guidelines and procedures.
32. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act
The Company has established a well-documented and robust risk management framework under the provisions of the Act. Under this framework, risks are identified across all business processes of the Company on a continuous basis. Once identified, these risks are managed systematically by categorizing them into Enterprise Level Risk & Project Level Risk. These risks are further broken down into various subcategories of risks such as operational, financial, contractual, order book, project cost and time overrun etc. and proper documentation is maintained in the form of activity log registers, mitigation reports, and monitored by respective functional heads.
The Company has constituted a Risk Management Committee on May 29, 2023 as required in term of the provisions of regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to provide guidance in management of risk and to support the achievement of corporate objectives, protect staff and business assets and ensure financial stability.
34. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.
The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year 2022-23, no case of Sexual Harassment was reported.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR)
A brief outline of the Corporate Social Responsibility (''CSR'') Policy as recommended by the CSR Committee and approved by the Board of Directors of the Company, and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-5 of this Report in the prescribed format.
The said Policy is available on the Companyâs website and can be accessed by weblink www.waareertl.com .
Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element.
The Company is committed to continuously take further steps to provide a safe and healthy environment.
The industrial relations continued to be generally peaceful and cordial during the year under review.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014 is given in Annexure -6 forming part of this Report.
Your Company has not accepted any deposit falling under Chapter V of the Act during the year under review. There were no such deposits outstanding at the beginning and end of the FY 2022-23.
40. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure -7. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding statement containing particulars of top 10 employees and the employees, drawing remuneration in excess of limits prescribed under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary
41. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT
The Company, being part of the top 1,000 listed companies as per the Market capitalization as on March 31, 2023, has annexed Business Responsibility and Sustainability Report for the financial year 202223 in the format prescribed by the SEBI, covering the performance of the Company on the nine principles as per National Voluntary Guidelines (NVGs) at Annexure -8 of this Annual Report.
42. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year 22-23 as stipulated under SEBI (LODR), Regulations, 2015 has annexed as Annexure -9 of this Report.
43. DIVIDEND DISTRIBUTION POLICY
Dividend Distribution Policy of the Company (''the Policy), endeavours for fairness, consistency and sustainability while distributing profits to the Members and same is attached to this Report as Annexure-10.
As on date of the notification i.e., June 14, 2023, there was no agreement are subsisting as specified in clause 5A of part A of Schedule III of SEBI LODR Second Amendment Regulations, 2023.
Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report, describing the Companyâs objectives, projections, estimates and expectations may constitute ''forward
looking statement'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.
46. ACKNOWLEDGEMENT AND APPRECIATION
Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders,
Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued Investors and all other Business Partners, for their continued cooperation and support extended during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.
Mar 31, 2018
The Members
SANGAM RENEWABLES LIMITED
(FORMERLY KNOWN AS SANGAM ADVISORS LIMITED)
The Directors are pleased to present the 19th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.
1. FINANCIAL RESULTS
The Companyâs financial performance for the year ended March 31, 2018 is summarised below:
(Amount in Rs. Lakh)
|
Particulars |
Consolidated |
Standalone |
||
|
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
|
Total Income |
203.37 |
25.86 |
204.20 |
25.86 |
|
Less: Expenditure |
164.74 |
29.37 |
162.52 |
29.37 |
|
Profit/(Loss) before Interest, Depreciation & Tax |
38.63 |
(3.51) |
41.68 |
(3.51) |
|
Profit/(Loss) before Tax |
38.63 |
(3.51) |
41.68 |
(3.51) |
|
Tax Expense (including Previous Year Tax Adjustment) |
0.73 |
0.23 |
0.73 |
0.23 |
|
Profit/(Loss) after Tax |
37.90 |
(3.28) |
40.95 |
(3.28) |
2. RESULTS OF OPERATIONS & STATE OF COMPANYâS AFFAIRS
Renewable source of energy remains one of the most important focus of the government with addition of 13 GW of capacity addition in the year 2017. Undoubtedly electricity is backbone of industrial usage and engine growth for the economy. With the reduction in solar module prices, solar has become more affordable than in the past. Within various avenues in solar power generation, Company remains focused on rooftop and specialised projects like agri-feeders. All Indian states now have policies for grid connected rooftop PV systems. The total PV capacity for rooftop was estimated at 1.3 GW as of March 2017 and cumulative rooftop PV capacity target is 40 GW by 2022. The Company presently has 213.5 MW of order size; out of which 10.7 MW is rooftop and 202.8 MW is ground mounted.
Financial Performance Review & Analysis (Consolidated)
The Company achieved consolidated total income of 203.37 lakhs for the FY 2017-18, as against Rs.25.86 Lakhs during FY 2016-17 and profit of Rs.37.90 Lakhs as against loss of Rs.3.28 lakhs in FY 2016-17.
3. DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended on March 31, 2018.
4. SHARE CAPITAL
During the year under review, the Authorised share capital of the Company is increased from Rs. 102,500,000 (Rupees Ten crores twenty five lakhs only) comprising 10,250,000 equity shares of face value of Rs. 10/- each to Rs. 1,400,000,000 (Rupees One hundred and forty crores only) comprising 140,000,000 equity shares of face value of Rs. 10/- by special resolution passed through Postal Ballot process on March 30, 2018.
However, the Board recommend to the shareholders of the Company to rescind the above resolution passed for increase in authorized capital of the Company from Rs. 10.25 crores to 140 crores and the same has been incorporated in the notice of 19th Annual General meeting of the Company for the approval of the members.
On approval as above, the authorized capital of the Company shall be 102,500,000 (Rupees Ten crores twenty five lakhs only) comprising 10,250,000 equity shares of face value of Rs. 10/- each.
The paid up equity share capital as at March 31, 2017 stood at 100,148,340 /- (Rupees Ten Crores one Lakh Forty-Eight Thousand Three Hundred and Forty only). There is no change in the paid up share capital of the company during the financial year.
The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
6. SUBSIDAIRY AND ASSOCIATES COMPANIES
As on March 31, 2018 the Company has two wholly owned subsidiaries which were acquired during the financial year. The details of wholly owned subsidiaries are as below;
1. WAACOX ENERGY PRIVATE LIMITED and
2. 8M SOLAR FUND PRIVATE LIMITED.
The Company has no associates company or joint ventures company.
7. CONSOLIDATED FINANCIAL STATEMENT
During the year under review, the Company has acquired two wholly owned subsidiary Companies and has consolidated its financial statement in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.
8. CORPORATE GOVERNANCE
A Report on Corporate Governance, as required in terms of the provisions of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Auditorâs Certificate thereon is annexed herewith.
9. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed herewith as Annexure - 1 and forms an integral part of this report.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
- In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr Ankit Doshi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.
- All Independent Directors had furnished to the Company a declaration under Section 149(7) of the Companies Act, 2013 stating that they meet criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.
- During the year under review, Mr. Mayank Jayantilal Shah (DIN: 00076380) got appointed as the Managing Director (MD) for a period of five years with effect from November 14, 2017 to November 13, 2022 (both days inclusive)
- Mr. Pujan Pankaj Doshi has resigned from the post of Managing Director of the Company and Ms. Gauri Shankar Bajaj has resigned from the Directorship of the Company.
11. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
The process followed by the Company for induction and training to Board members has been explained in the Corporate Governance Report.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.
13. WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company. (www.sangamrenew.com )
14. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration and nomination policy has been posted on the website of the Company (www.sangamrenew.com)
15. RELATED PARTY TRANSACTIONS AND POLICY
The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.
The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-d-vis the Company.
The details of transactions entered into with the related parties are given in form AOC-2 in terms of the provision of section 188(1) including certain armâs length transactions and annexed herewith as annexure- 2
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
17. BOARD MEETING
During the financial year ended on March 31, 2018, four Board Meetings and four Audit Committee Meetings convened and held in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings. The details are given in the Corporate Governance Report. The intervening gap between the meetings was with the period prescribed under the law.
A meeting of the Independent Directors of Company convened and held in compliance with the requirements of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
18. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that;
i. in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;
ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date
iii. proper and sufficient care has been taken 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;
iv. the annual accounts have been prepared on a âgoing concernâ basis;
v. proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively;
vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.
19. STATUTORY AUDITORS
R T Jain & Co. LLP, Chartered Accountants, (Firm Registration No: 103961W), who were appointed as Statutory Auditors of the Company at the last AGM held in the year 2016 for a period of five years till the conclusion of the AGM of the Company to be held in the year 2021 (subject to ratification of their appointment at every AGM).
In view of Companies Amendment Act, 2017 the requirement of ratification of auditor by the members at every Annual General Meeting is now not required.
The Board accordingly recommends ratification at the ensuing annual general meeting by shareholders of the Company till the conclusion of the AGM of the Company to be held in the year 2021.
Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.
20. COST AUDIT
Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.
21. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed R M Mimani & Associates LLP, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - 3 and forms an integral part of this report.
22. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY
Your Company has policies, procedures and effective internal controls for ensuring orderly and efficient conduct of the business, safeguard of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting record, timely preparation of financial statements and proper disclosure.
During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.
The internal and operational audit is conducted on regular basis the main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
23. RISK MANAGEMENT
During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy Rules, 2014 are not applicable to the Company during the year under review.
25. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees.
During the year under review, no complaints were reported to the Board.
26. STATUTORY INFORMATION
- The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the financial year under review.
- The information required under section 197 of the Companies Act, 2013 read with Rule 5(1),(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure - 4 & 5 to this report.
- The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
- The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.
- Disclosure as required under para F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.
27. MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR), Regulations, 2015 is presented in a separate section forming part of this Annual Report for the financial year ended 31st March 2018.
28. CAUTIONARY STATEMENT
Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementâ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.
29. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position, have occurred between the end of the financial year of the Company and date of this report.
30. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS
The Companyâs shares are listed with BSE Ltd. Your Company has paid the annual listing fees and there are no arrears.
31. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.
On behalf of the Board
For Sangam Renewables Limited
(Formerly known as Sangam Advisors Limited)
sd/- sd/-
Mayank Shah Ankit Hitesh Doshi
(Managing Director) (Director)
DIN: 00076380 DIN: 07605202
Place: Mumbai
Dated: June 22, 2018
Mar 31, 2016
The Members Sangam Advisors Limited
The Directors are pleased to present the 17th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.
1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY
The Board''s Report shall be prepared based on the stand alone financial statements of the Company.
|
Particulars |
Current Year Ending March 31, 2016 (in Rs.) |
Previous Year Ending March 31, 2015 (In Rs.) |
|
Total Income |
47,69,443 |
3,205,344 |
|
Less: Expenditure |
34,59,463 |
2,058,800 |
|
Profit/(Loss) before Interest, Depreciation & Tax |
13,09,980 |
1,162,331 |
|
Profit/(Loss) before Tax |
13,09,980 |
1,146,544 |
|
Tax Expense (including Previous Year Tax Adjustment) |
4,31,644 |
329,092 |
|
Profit/(Loss) after Tax |
9,23,160 |
817,452 |
2. DESCRIPTION OF THE COMPANY''S OPERATIONS/STATE OF AFFAIRS DURING THE YEAR
During the current period, your Company has shown an Increase in revenue to the extent of 48.80% from Rs. 32.05 Lakhs during FY 2014-15 to Rs. 47.69 Lakhs during FY 2015-16. PAT has shown an Increase of 12.93% from Rs. 8.17 Lakhs during FY 2014-15 to Rs. 9.23 Lakhs during FY 2015-16.
3. FINANCIAL YEAR
Pursuant to the provisions of Section 2(41) of the Companies Act, 2013, a ''financial year'' in relation to the Company means the period ending on the 31st day of March every year, in respect whereof financial statement of the Company is made.
4. DIVIDEND AND RESERVES
In order to retain the surplus of the Company for its future growth and operation, your Directors do not recommend any dividend for the financial year ended on March 31, 2016.
5. SHARE CAPITAL
The paid up equity share capital as at March 31, 2016 stood at 10,01,48,340 /- (Rupees Ten Crores one Lacs Forty-Eight Thousand Three Hundred and Forty only). There is no change in the share capital of the company during the financial year.
6. SUBSIDAIRY AND ASSOCIATES COMPANIES
As on March 31, 2016, the Company has no subsidiary or associates company or joint ventures company.
7. CONSOLIDATED FINANCIAL STATEMENT
The Company is not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.
8. CORPORATE GOVERNANCE
A Report on Corporate Governance, as required in terms of the provisions of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Auditor''s Certificate thereon is annexed herewith.
9. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed herewith as Annexure - A and forms an integral part of this report.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
- In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Ms. Sarika Lahoti, Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.
- Mr. Ankit H. Doshi, additional Director of the Company holds office upto the date of this Annual General Meeting is eligible, recommended for appointment as Director of the Company liable to retire by rotation.
- Mr. Pujan P. Doshi, additional Director of the Company holds office upto the date of this Annual General Meeting is eligible, recommended for appointment as Director of the Company not liable to retire by rotation.
- Mr. Mitul Mehta, additional Director (Independent, Non-Executive) of the Company holds office upto the date of this Annual General Meeting is eligible, recommended for appointment as Independent Director of the Company for a period of five years.
- Mr. Anil Patodia and M r. Ashok Khajanc Jh Directors of the Company has resigned from the Board of Directors of the Company with effect from September 02, 2016
- Mr. Gauri Shankar Bajaj has resigned from the post of the Managing Director of the Company with effect from September 02, 2016, however he will continue as a member of the Board of Director of the Company.
- Mr. Pujan P. Doshi has been appointed as Managing Director of the Company with effect from September 02, 2016, subject to the approval of the members at the ensuing annual general meeting.
- All Independent Directors had furnished to the Company a declaration under Section 149(7) of the Companies Act, 2013 stating that they meet criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.
11. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
The process followed by the Company for induction and training to Board members has been explained in the Corporate Governance Report.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to financial statements.
13. WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company. (www.sangamadvisors.com)
14. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration and nomination policy has been posted on the website of the Company (www.sangamadvisors.com).
15. RELATED PARTY TRANSACTIONS AND POLICY
The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.
The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-d-vis the Company.
The details of transactions entered into with the related parties are given in form AOC-2 in terms of the provision of section 188(1) including certain arm''s length transactions and annexed herewith as annexure- "B"
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
17. DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:
i. that in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;
iii. that the Directors 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;
iv. the annual accounts have been prepared on a going concern basis;
v. that 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
vi. That 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.
18. STATUTORY AUDIT
M/s. M ahesh Bairat & Associates, Chartered Account chartered Accountants, (Firm Registration No: 103961W) who are the Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and expressed their unwillingness to continue as Statutory Auditors'' of the Company.
Mr. R T Jain & Co., Chartered Accountants, (Firm Registration No. 103961W) has consented to act the Auditors'' of the Company, are recommended for appointment for a period of five years to carry out the audit the accounts of the Company beginning from the financial year 2016-17.
As required in terms of the provisions of section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. R T Jain & Co.; that their appointment, if made, would be in conformity with the limits specified in the said Section.
19. COST AUDIT
Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,
2014 are not applicable to the Company during the financial year under review.
20. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s R M Mimani & Associates LLP, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - "C" and forms an integral part of this report.
21. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY
Your Company has policies, procedures and effective internal controls for ensuring orderly and efficient conduct of the business, safeguard of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting record, timely preparation of financial statements and proper disclosure.
During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.
The internal and operational audit is conducted on regular basis The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
22. RISK MANAGEMENT
During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year under review.
24. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees.
During the year under review, no complaints were reported to the Board.
25. STATUTORY INFORMATION
- The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the financial year under review.
- The information required under Section 197 of the Companies Act, 2013 read with rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company during the financial year under review.
- The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
- The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.
- Disclosure as required under para F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.
26. CHANGE OF MANAGEMENT/PROMOTERS
Pursuant to Share Purchase Agreement dated April 18, 2016 with the existing promoters of the Company and subsequent open offer in accordance with Regulations 3(1) and 4 of the Securities And Exchange Board of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 2011, as amended from time to time, Mr. Pankaj Doshi, Hitesh Doshi, Binita Doshi, Pujan Doshi, Kirit Doshi, Neepa Doshi, Rushabh Doshi and Bindiya Doshi ("Acquirers") had taken over the control of the management of the Company by acquiring 44.44% equity of the Company. The entire process has been completed on and report dated July 28, 2016 as required under regulation 27(7) of SEBI SAST Regulations, 2011 has been filed with SEBI.
27. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulated under SEBI (LODR), Regulations, 2015 is presented in a separate section forming part of this Annual Report for the financial year ended 31st March 2016.
28. CAUTIONARY STATEMENT
Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statement'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.
29. ACKNOWLEDGEMENT AND PPRECIATION
Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.
By Order of the Board of Directors
Gauri Shankar Bajaj Sarika Lahoti
(Director) (Director)
DIN: 02079820 DIN: 03476077
Place: Mumbai
Dated: September 02, 2016
Mar 31, 2015
The Directors are pleased to present the 16thAnnual Report on the
business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY
The Board's Report shall be prepared based on the stand alone financial
statements of the Company.
Current Year Previous Year
Particulars Ending March,
2015 Ending March,
2014
Rs. Rs.
Income from Operations 1,697,200 32,15,645
Other Income 1,508,144 17,14,190
Total Income 3,205,344 49,29,835
Less: Expenditure 2,043,013 31,18,179
Profit/(Loss) before Interest,
Depreciation & Tax 1,162,331 18,11,656
Less :Depreciation 15,787 70,270
Profit/(Loss) before Tax 1,146,544 17,41,386
Tax Expense (including Previous
year Tax Adjustment) 329,092 5,13,314
Profit/(Loss) after Tax 817,452 1,228,072
Add: Profit/(Loss) Brought Forward 4,960,364 3,752,966
(after previous year tax Adjustment)
Less: Utilised for Bonus Issue (4,905,666) -
Less: Depreciation Adjustment (89,618) -
Amount available for Appropriation/(Loss) 782,532 4,981,039
2. BRIEF DESCRIPTION OF THE COMPANY'S OPERATIONS DURING THE YEAR/STATE
OF COMPANY'S AFFAIR
During the current period, your Company has shown a decrease in revenue
to the extent of 34.98% from Rs. 49.30 Lakhs during FY 2013-14 to Rs.
32.05 Lakhs during FY2014-15. PAT has shown an decrease of 33.43% from
Rs. 12.28 Lakhs during FY 2013-14 to Rs. 8.17 Lakhs during FY2014-15.
3. FINANCIAL YEAR
This report of Directors along with its Annexure, Management Discussion
and Analysis, Corporate Governance Report, Financial Statements along
with their Notes are prepared for the period April 01, 2014 to March
31, 2015 (a period of 12 months). Pursuant to the provisions of Section
2(41) of the Companies Act, 2013, a 'financial year' in relation to the
Company means the period ending on the 31st day of March every year, in
respect whereof financial statement of the Company is made. Your
Company in compliance with the provisions of the Companies Act, 2013.
4. SHARE CAPITAL
During the period April 01, 2014 to March 31, 2015, there is a change
in the Issued, Subscribed and paid up share Capital of your Company
pursuant to bonus issue in the ratio of 57:100 to the shareholders as
on the Record date being 22ndJuly, 2014. The Share Capital Audit as per
the directives of the Securities and Exchange Board of India (SEBI) is
being conducted by Ranjana Mimani & Associates, Practicing Company
Secretaries. The Equity Shares of your Company are listed on Bombay
Stock Exchange in India viz. BSE Limited (BSE)and the Company has
entered into Listing Agreement with the Stock Exchange. As per Clause
47 of the Listing Agreement (and Clause 50C of SME Listing Agreement),
the said Share Capital Audit reports are duly forwarded to the Stock
Exchanges where the Company's' Equity Shares are Listed. The paid up
Share Capital of the Company stands at Rs. 10,01,48,340/- (Rupees Ten
Crores One Lakh Forty Eight Thousand Three Hundred and Forty Only).
5. DIVIDENDS
The Company has decided to sustain the growth in line with the long
term growth objectives of the Company by retaining the profits and
utilizing the same for opportunities in hand, therefore the company
does not recommended any dividend.
6. RESERVES
No Amount has been transferred by the Company to Reserve during the
Year.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Section 152 Companies Act,
2013 read with applicable Rules, if any, Mrs. Sarika Lahoti, retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers herself for a re-appointment.
During the period under review, Mr. Ravindra Kadam ceased to be
Director with effect from October 24, 2014. The Board placed on record
its appreciation for the valuable contributions made by the ceased
Directors of the Company.
Based on the confirmations received from Directors, none of the
Directors are disqualified from appointment under Section 164 of the
Companies Act 2013.
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the Directors' Responsibility Statement referred to in
clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, the Board of Directors of the Company state thatÂ
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation and there
are no material departures from the same;
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 viz. March 31, 2015 and of
the profit and 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 this Act 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; and
e) 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
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.
9. PUBLIC DEPOSITS
The Company has neither invited nor accepted any public deposits during
the period under review.
10. CORPORATE SOCIAL RESPOSIBILITY :
The provisions of Section 135 of the Companies Act, 2013 are not
applicable to the Company.
11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
During the Financial Year 2014-15, the Board of Directors of the
Company met seven times on May 28 2014, July 11 2014, July 23 2014,
October 24 2014, January 15 2015, March 30 2015 and March 31 2015.
Frequency and quorum at these meetings were in conformity with the
provisions of the Companies Act, 2013 and the Listing Agreement entered
into by the company with the Stock Exchanges. All the Board members and
the senior management personnel have affirmed compliance with the Code
of Conduct during the year ended on 31st March, 2015.
12. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule
12(1) of the Companies (Management and Administration) Rules, 2014, an
extract of annual return in MGT 9 as a part of this Annual Report as
Annexure I.
13. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished as
Annexure II.
14. AUDIT COMMITTEE
The composition of Audit Committee is as follows:
Name of Directors Designation
in Committee Nature of Directorship
Mr. Madan Sanghi Chairman Non-Executive & Independent
Mr. Ashok Khajanchi Member Non-Executive & Independent
Mr. Gauri Shankar Bajaj Member Managing Director
During the Financial Year 2014-15, Audit Committee met 4 times on May
28 2014, July 11 2014,October 24 2014 and January 15 2015.
All the recommendations made by the audit committee were accepted by
the Board.
Frequency and quorum at these meetings were in conformity with the
provisions of the Companies Act, 2013 and the Listing Agreement entered
into by the company with the Stock Exchanges.
15. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
All the Independent Non-Executive Directors of the Company viz. Mr.
Madan Sanghi and Mr. Ashok Khajanchi, have submitted the declaration of
independence as required pursuant to Section 149(7) of the Companies
Act, 2013, stating that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Clause 49 of
Listing Agreement.
16. NOMINATION AND REMUNERATION COMMITTEE
The Company follows a policy on "Nomination and Remuneration of
Directors, Key managerial Personnel and Senior Management". The policy
is approved by the Nomination & Remuneration Committee and the Board.
More details on the same are given in Annexure III.
17. CONTRACTS AND ARRANGEMENT WITHRELATED PARTY
The Company had not entered into any transaction of a material nature,
which will have a conflict with its interest during the year. The
disclosure of related party transactions as required by the Accounting
Standard (AS) 18 on 'Related Party Disclosers' issued by the Institute
of Chartered Accountants of India (ICAI) is not given as company not
entered in any related party transaction. Form AOC 2 as required under
the Companies Act, 2013 for related party transaction is annexed as
Annexure IV to the Directors Report which is having Nil Report.
18. STATUTORY AUDITORS
The Statutory Auditors of the Company are M/s. Mahesh Bairat &
Associates, Chartered Accountants having ICAI Firm Registration Number
112722W, have audited the Financial Statements of the Company for the
period April 01, 2014 to March 31, 2015. The Statutory Auditors were
appointed by the members of the Company at the 15th Annual General
Meeting of the Company held on July 02, 2015 to audit the Financial
Accounts of the Company. Their term in the office of Statutory Auditors
concludes at the ensuing Annual General Meeting and pursuant to
provisions of Section 139 of the Companies Act, 2013 read along with
the applicable rules framed thereunder, M/s. Mahesh Bairat & Associates
are eligible for re-appointment.
M/s. Mahesh Bairat & Associates have expressed their willingness to get
re-appointed as the Statutory Auditors of the Company and have
furnished a certificate of their eligibility and consent under section
141 of the Companies Act, 2013 and the rules framed thereunder to hold
the office of Statutory Auditors of the Company. As per the
requirements of the Listing Agreement, M/s. Mahesh Bairat & Associates
have vide letter confirmed that they hold a valid certificate. The
Board on recommendation of Audit Committee have recommended the members
of the Company, for appointment of M/s. Mahesh Bairat & Associates, as
the Statutory Auditors of the Company for a term of 4 years, subject to
ratification of members at every consequent Annual General Meeting.
19. SECRETARIAL AUDITORS
The Board of Directors vide their meeting held on March 31, 2015 have
appointed M/s R. M Mimani & Associates as Secretarial Auditors to
conduct Secretarial Audit for the Financial Year 2014-15. The
Secretarial Audit Report issued by M/s R. M Mimani & Associates,
Company Secretaries in Practice is self explanatory and does not call
for further comments. The Secretarial Audit Report and Management reply
on Qualifications stated in the said Secretarial report forms a part of
Directors Report in Annexure V.
20. BUSINESS RISK MANAGEMENT
The Company has a robust Business Risk Management (BRM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's competitive advantage. The
business risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting. The
framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level as
also separately for business. The Company has adopted risk management
policy.
21. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) Conservation of Energy
Your Company is continuously taking initiatives to ensure the optimum
utilization of energy available in day to day operations. Your Company
uses energy efficient lighting devices, light fittings to save energy,
capacitor bank / devices to maintain power factor which are environment
and power efficient.
(B) Technology Absorption
Your Company is doing its business by ensuring optimum utilization of
its available resources. Your Company has not taken any research &
development activity so far.
(C) Foreign Exchange Earnings and Outgo: The Company has not incurred
in foreign currency during the financial year 2014-15.
22. CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board members and
senior management personnel of the Company, which is available on
website of the company i.e. www.sangamadvisors.com. The Company has
obtained confirmations for the compliance with the said code from all
its Board members and senior management personnel for the year ended
March, 31, 2015.
23. CAUTIONARY STATEMENT
Statements in this Report, Management Discussion and Analysis,
Corporate Governance, Notice to the Shareholders or elsewhere in this
Annual Report, describing the Company's objectives, projections,
estimates and expectations may constitute 'forward looking statement'
within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the
statement depending on the Market conditions and circumstances.
24. INTERNAL FINANCIALS CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness were observed
25. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and provisions of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit Compliance Committee ,
Nomination and Remuneration Committee and Stakeholders Relation
Committee. The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment free
workplace for every individual through various interventions and
practices.
The Company always endeavors to create and provide an environment that
is free from discrimination and harassment including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy. Internal
Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15
- Number of complaints received: NIL
- Number of complaints disposed off: NIL
27. PARTICULARS OF EMPLOYEES
Particulars of employees as required u/s 134 of the Companies Act, 2013
are not annexed since there are no employees drawing remuneration of
more than R 60,00,000/- per annum during the year under review, if
employed for full year or more than R 5,00,000/- per month, if employed
for part of the year.
28. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under the
Listing Agreement forms part of this Annual Report for the year ended
31st March 2015.
29. CORPORATE GOVERNANCE
The Company is committed to maintain high standards of corporate
governance and adhere to corporate governance requirement set out by
SEBI. The report of corporate governance as stipulated under the
Listing Agreement forms an integral part of the report. The Compliance
certificate from the auditors or practicing Company Secretaries
regarding compliance of conditions of corporate governance as
stipulated in the Listing Agreement shall be annexed with the report.
30. AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
31. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company.
32. VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force comprising senior executives of the Company.
Protected disclosures can be made by a whistle blower through an
e-mail, or dedicated telephone line or a letter to the Task Force or to
the Chairman of the Audit Committee.
The Vigil Mechanism / Whistle Blower Policy has been uploaded on the
Company's Website i.e www.sangamadvisors.com
33. PARTICULARS OF LOANS GIVEN, OR INVESTMENTS MADE
Particulars of loans given, investments made, along with the purpose
for which the loan or guarantee or security is proposed to be utilized
by the recipient are provided in the financial statement (Please refer
the standalone financial statement).
34. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invest in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
36. LISTING WITH STOCK EXCHANGES
The Company was earlier listed on BSE SME segment and now has migrated
to BSE main frame. The Company confirms that it has paid the Annual
Listing Fees for the year 2015-2016 to BSE where the Company's Shares
are listed.
37. ACKNOWLEDGEMENTS
The Directors wish to thank and deeply acknowledge the co-operation,
assistance and support extended by the Regulatory Authorities,
Company's Bankers, Customers, Shareholders and other business
constituents during the year under review.
The Directors also wish to place on record their appreciation for all
round co-operation and contribution made by employees at all levels.
By Order of the Board of Directors
Sd/- Sd/-
Date: September 03, 2015 Gauri Shankar Bajaj Anil Patodia
Place: Mumbai (Managing Director) (Executive Director)
Mar 31, 2014
The Shareholders,
The Directors are pleased to present the 15thAnnual Report of your
Company along with the Audited Statement of Accounts for the year ended
31stMarch, 2014.
Financial Highlights :
Current Year Ending Previous Year Ending
Particulars March, 2014 March, 2013
Rs. Rs.
Income from Operations 3,215,645 3,885,581
Other Income 1,714,190 932,453
Total Income 4,929,835 4,818,034
Less:Expenditure 3,118,179 3,210,063
Profit/(Loss) before Interest,
Depreciation & Tax 1,811,656 1,607,971
Less:Interest - -
:Depreciation 70,270 141,809
Profit/(Loss) before Tax 1,741,386 1,466,162
Tax Expense (including Previous
year Tax Adjustment 513,314 424,514
Profit/(Loss) after Tax 1,228,072 1,041,648
Add:Profit/(Loss) Brought
Forward 3,752,966 2,752,514
Amount available for
Appropriation/(Loss) 4,981,039 3,794,162
Results of Operation Review:
During the current period, your company has shown an increase in
revenue to the extent of 2.32% from Rs.48.18 Lakhs during FY 2012-13 to
Rs.49.30 Lakhs during FY2013-14. PAT has shown an increase of 17.90% from
Rs.10.42 Lakhs during FY 2012-13 to Rs.12.28 Lakhs during FY2013-14.
Preferential Allotment of Equity Shares
During the year company has issued 2,64,000 Equity shares on
preferential basis in accordance with in Principal Approval granted by
BSE Limited .
Dividends:
The Company has decided to sustain the growth in line with the long
term growth objectives of the Company by retaining the profits and
utilizing the same for opportunities in hand, therefore the company
does not recommended any dividend.
Personnel:
During the year, the company did not have any Employee covered under
section 217 (2A) of the Companies Act, 1956 read with the Companies (
Particulars of Employees ) Rules, 1975 and therefore no particulars are
required to be furnished.
Your Company''s work force and management have been working with mutual
respect, co-operation and understanding. The Board appreciates the
efforts put in by all the categories of employees towards the progress
achieved by the Company during the year.
Directors:
In terms of the provisions Section 152 of the Companies Act, 2013 read
with the Articles of Association of the Company, Mr. Anil Patodia,
Director retire at the ensuing Annual General Meeting and is being
eligible to offered herself for re-appointment at the ensuing Annual
General Meeting.
In terms of the provision of Section 152 of the Companies Act, 2013
read with the Articles of Association of the Company Mr. Ashok
Khajanchi, Director retire at the ensuing Annual General Meeting. The
Company has received requisite notices in writing from members
proposing Mr. Ashok Khajanchi for appointment as Independent Director
for tenure of five years.
In terms of the provision of Section 152 of the Companies Act, 2013
read with the Articles of Association of the Company the tenure of Mr.
Madan V Sanghi, Director is liable to determination by retirement of
Directors by rotation and in respect of which the Company has received
requisite notices in writing from members proposing Mr.Madan V. Sanghi
for appointment as Independent Director for a tenure of five years.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Listing Agreement with the Stock
Exchanges.
Based on the confirmations received from Directors, none of the
Directors are disqualified fromappointment under Section 164 of the
Companies Act 2013.
Auditors:
The Auditors M/s.Mahesh Bairat & Associates, Chartered Accountants,
Retire at the forthcoming Annual General Meeting and being eligible for
re-appointment, the Company has received a certificate from the
auditors to the effect that their re-appointment, if made, would be
within the prescribed limits under Section 224(1B) of the Companies Act
1956.
Management Discussion and Analysis Report:
As required under Clause 52 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis of the financial
condition and results of consolidated operations of the Company under
review, is annexed and forms an integral part of the Director''s Report.
Public Deposits:
The company has not accepted any deposit within the meaning of the
section 58A of the Companies Act, 1956.
Conservation Of Energy, Technical Absorption, Foreign Exchange Earning:
In view of the nature of activities carried on by the Company, the
requirements for disclosure in respect of Conservation of Energy,
Technology Absorption, in terms of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are not
applicable to the Company. However the Company takes all possible
efforts towards energy conservation. The requirement for disclosure
with regard to technology absorption does not apply to the Company as
the activity in which the Company operates does not require any
technology.
During the period under review the Company has not earned any foreign
exchange.
Corporate Governance:
A report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding the compliance with conditions of
Corporate Governance as also the Management Discussion and Analysis
Report as stipulated under Clause 52 of the Listing Agreement are
annexed to this Report.
Director''s Responsibility Statement:
Pursuant to the requirements of the provisions of Section 217(2AA) of
the Companies Act, 1956, your
Director confirms as under:
i )that in the preparation of the annual accounts the applicable
accounting standards have been followed along with proper explanation
relation to material departure;
ii )that the directors 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 viz., March
31, 2014 and of the profit of the Company for the year ended on that
date;
iii )that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records, in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detaching fraud and other irregularities;
iv ) that the directors have prepare the annual accounts ongoing
concern basis.
Acknowledgements:
The Directors wish to thank and deeply acknowledge the co-operation,
assistance and support extended by the Regulatory Authorities,
Company''s Bankers, Customers, Shareholders and other business
constituents during the year under review.
The Directors also wish to place on record their appreciation for all
round co-operation and contribution made by employees at all levels.
For And Behalf of the Board Of Directors
Sangam Advisors Limited
Sd/- Sd/-
Place: Mumbai Gauri Shankar Bajaj Ravindra Kadam
Date :28/05/2014 (Managing Director) (Executive Director)
Mar 31, 2013
To, The Shareholders,
The Directors are pleased to present the 14th Annual Report of your
Company along with the Audited Statement of Accounts for the year ended
31stMarch, 2013.
Financial Highlights :
Year Ending
March, Previous
Year Ending
Particulars 2013 March, 2012
Rs. Rs.
Income from Operations 38,85,581 52,76,772
Other Income 9,32,453 17,62,096
Total Income 48,18,034 70,38,868
Less:Expenditure 32,10,063 40,40,363
Profit/(Loss) before Interest,
Depreciation & Tax 16,07,971 29,98,505
Less:Interest 16,198
:Depreciation 1,41,809 48,391
Profit/(Loss) before Tax 14,66,162 29,33,916
Tax Expense 4,24,514 7,38,680
Profit/(Loss) after Tax 10,41,648 21,95,237
Add:Profit/(Loss) Brought Forward 27,57,594 5,62,357
Amount available for
Appropriation/(Loss) 37,99,242 27,57,594
Results of Operation Review:
During the current period of operation, your company has shown a
decline in revenue to the extent of 26% from Rs.52.77 Lakhs during FY
2011-12 to Rs.38.86 Lakhs during FY 2012-13. Profit after Tax of the
company has also decline to Rs.10.41 Lakhs during FY 2012-13 as compared
to Rs.21.95 Lakhs during FY 2011-12. This is primarily on account of the
slowdown in the capital markets and economy.
Listing of Equity Share on SME Segment of BSE:
Your Directors are pleased to inform you that your company has got its
equity shares listed on SME platform of BSE Limited on 9th of August,
2012.
Dividends:
The Company has decided to sustain the growth in line with the long
term growth objectives of the Company by retaining the profits and
utilizing the same for opportunities in hand, therefore the company
does not recommended any dividend.
Personnel:
During the year, the company did not have any Employee covered under
section 217 (2A) of the Companies Act, 1956 read with the Companies (
Particulars of Employees ) Rules, 1975 and therefore no particulars are
required to be furnished.
Your Company''s work force and management have been working with mutual
respect, co-operation and understanding. The Board appreciates the
efforts put in by all the categories of employees towards the progress
achieved by the Company during the year.
Initial Public Offering:
Post completion of Initial Public Offer (IPO) of Equity shares during
August 2012, your Company has entirely utilized the funds raised under
the IPO as per the object of the Issue as on 31st March, 2013.
Directors:
The Board of Directors is experienced in their respective fields.
Auditors:
The Auditors M/s. Mahesh Bairat & Associates, Chartered Accountants,
Retire at the forthcoming Annual General Meeting and being eligible for
re-appointment, the Company has received a certificate from the
auditors to the effect that their re-appointment, if made, would be
within the prescribed limits under Section 224(1B) of the Companies Act
1956.
Management Discussion and Analysis Report:
As required under Clause 52 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis of the financial
condition and results of consolidated operations of the Company under
review, is annexed and forms an integral part of the Director''s Report.
Public Deposits:
The company has not accepted any deposit within the meaning of the
section 58A of the Companies Act, 1956.
Conservation Of Energy, Technical Absorption, Foreign Exchange Earning:
In view of the nature of activities carried on by the Company, the
requirements for disclosure in respect of Conservation of Energy,
Technology Absorption, in terms of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are not
applicable to the Company. However the Company takes all possible
efforts towards energy conservation. The requirement for disclosure
with regard to technology absorption does not apply to the Company as
the activities in which the Company operates does not require any
technology.
During the period under review the Company has not earned any foreign
exchange.
Re-appointment of Directors:
In accordance with Section 255 and 256 of the Companies Act, 1956 read
with the Articles of Association of the Company, Mrs. Sarika Lahoti and
Mr. Ravindra Kadam, retire by rotation and are being eligible offer
themselves for reappointment at the ensuing Annual General Meeting.
Based on the confirmations received from Directors, none of the
Directors are disqualified from appointment under Section 274(1)(g) of
the Companies Act, 1956.
Corporate Governance:
A report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding the compliance with conditions of
Corporate Governance as also the Management Discussion and Analysis
Report as stipulated under Clause 52 of the Listing Agreement are
annexed to this Report.
Director''s Responsibility Statement:
Pursuant to the requirements of the provisions of Section 217(2AA) of
the Companies Act, 1956, your
Director confirms as under:
i ) that in the preparation of the annual accounts the applicable
accounting standards have been followed along with proper explanation
relation to material departure;
ii ) that the directors 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
ofaffairs of the Company at the end of the financial year viz., March
31, 2013 and of the profit of the Company for the year ended on that
date;
iii ) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records, in accorance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detaching fraud and other irregularities;
iv ) that the directors have prepare the annual accounts on going
concern basis.
Acknowledgements:
The Directors wish to thank and deeply acknowledge the co-operation,
assistance and support extended by the Regulatory Authorities,
Company''s Bankers, Customers, Shareholders and other business
constituents during the year under review.
The Directors also wish to place on record their appreciation for all
round co-operation and contribution made by employees at all levels.
FOR AND BEHALF OF THE BOARD OF DIRECTORS
FOR SANGAM ADVISORS LIMITED
Sd/-
Gauri Shankar Bajaj
(Managing Director)
Place: Mumbai
Date : 20/05/2013
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