waaree technologies ltd share price Directors report


To

The Members

Waaree Technologies Limited Mumbai

Your Directors have the immense pleasure to present the 10th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

1. FINANCIAL PERFORMANCE

The Companys financial performance for the year ended March 31, 2023 is summarised below:

(Amount in Rs.)

Particulars

2022-23 2021-22

Total Income

297,196,194 134,886,039
Less: Expenditure 311,957,342 132,349,306

Profit/(Loss) before Tax

(14,761,148) 2,536,733
Tax Expense (including Previous Year Tax Adjustment) (3,889,837) 664,433

Profit/(Loss) after Tax

(10,871,311) 1,872,301

2. RESULTS OF OPERATIONS & STATE OF COMPANYS

AFFAIRS AND FUTURE OUTLOOK

During the period under review total revenue of the Company for the year was Rs. 297,196,194/- as against Rs. 134,886,039/- in the previous year. During the period under review the Company incurred loss before tax of Rs. 14,761,148/- against the Profit before tax of Rs. 2,536,733/- in the previous year. The loss after tax for the year is Rs. 10,871,311/- against the profit after tax of Rs. 1,872,301/- in the previous year.

During the year under review the Company purchased battery business of Waaree ESS Private Limited on going on concern basis under the Business Transfer Agreement (BTA). Pursuant to said business transfer all the assets and liabilities of battery business of Waaree ESS alongwith the manufacturing facility has been transferred to the Company on going concern basis and the Company is currently undertaking said business of battery manufacturing from aforesaid premises and accordingly the revenue for the year comprises of revenue from trading and sale of cells required for batteries and batteries itself.

3. DIVIDEND AND RESERVES

The Board of Directors do not recommend dividend to its shareholders for the financial year ended on March 31, 2023 keeping in view of further requirement of the funds for growth. The Company does not propose to transfer any amount to reserves.

4. SHARE CAPITAL

The authorised share capital of the Company is Rs. 12,00,00,000 (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lacs) equity shares of Rs. 10/- each.

The paid-up equity share capital as at March 31, 2023 stood at Rs. 10,76,81,390 (Rupees Ten crores seventy-six lacs eighty-one thousand three hundred ninety only) divided into 1,07,68,139 (One Crore seven lacs sixty-eight thousand one hundred thirty-nine) equity shares of Rs. 10/- each.

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. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES

As on March 31, 2023 the Company has no associate, joint ventures and subsidiary Company.

6. CONSOLIDATED FINANCIAL STATEMENT

The Company was not required to consolidated financial statement for the financial year ended on March 31, 2023, as required in terms of the provision of Section 129(3) of the Companies Act, 2013 (herein after referred as "the Act") and Rules made there-under.

7. CORPORATE GOVERNANCE

Pursuant to the regulation 15(2)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(hereinafter referred as "the SEBI Listing Regulations"), provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 46 and para-C, D and E of the Schedule V of the SEBI Listing Regulations shall not apply to those listed entity which has the specified securities on the SME Exchange.

As the Company is listed on the SME Platform of BSE Limited, hence Compliance with regards to the provisions relating to Corporate Governance are not applicable and the Company. However, your Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

8. ANNUAL RETURN

In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section 134(3)(a) of the Companies Act, 2013 ("the Act"), the Annual Return under Section 92(3) of the Act is hosted on the website of the Company at https://waareetech.com/annual-return/.

9. NUMBER OF BOARD MEETINGS

Board meetings are conducted in accordance with the provisions of the Act read with Articles of Association of the Company, the SEBI Listing Regulations and Secretarial Standard-1.

The Board meets at regular intervals (at least once in a calendar quarter) to discuss and decide on business strategies/policy and review the financial performance of the Company. The Board meetings are pre-scheduled and a tentative annual calendar of the Board meetings is circulated to the Directors well in advance to facilitate the Directors to plan their schedules and to ensure meaningful participation in the meetings, further notice of each Board Meeting is given well in advance in writing to all the Directors. The agenda along with relevant notes and other material information are sent in advance separately to each Director. In case of Business exigencies, if any, the Boards approval is taken through circular resolution except in the cases which has been restricted by the act, which is noted and confirmed at the subsequent Board meeting. During the Financial Year, every Board Meeting was conducted in accordance with all the relevant provisions applicable and also with in accordance with the relaxations/extensions as time to time provided by the Ministry of Corporate affairs and Securities and Exchange Board of India to ease the Companies Struggling due to restrictions imposed by the Central/State Government to contain the spread of Corona virus.

The Chief Financial Officer of the Company was invited to attend all the Board Meetings. Other senior managerial personnel are called as and when necessary to provide additional inputs for the items being discussed by the board.

The Managing Director and the Chief Financial Officer of the Company make the presentation as and when required on operating & financial performance of the Company, operational health & safety and other business issues.

The draft of the minutes prepared by Company Secretary is circulated among the Directors for their comment/suggestion within 15 days of meeting and finally after incorporating their views, final minutes are recorded in the books within 30 days of meeting.

Post meeting, important decisions taken are communicated to the concerned officials and department for the effective implementation of the same. The Board of Directors met to discuss and decide on

Companys business policy and strength apart from other normal Board business. During the year 2022-23, Five (5) Board Meetings were held, and the intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 and the SEBI Listing Regulations, including relaxations/extensions as time to time provided by the Ministry of Corporate affairs and Securities and Exchange Board of India. The dates on which the said meetings were held are as follows:

S.No.

Day and Date of the Meeting

01

Monday, May 30, 2022

02

Thursday, July 14, 2022

03

Friday, September 02, 2022

04

Thursday, October 20, 2022

05

Wednesday, February 15, 2023

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

An active, informed and independent Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the

Company has clear goals aligned to the shareholders value and growth. The Board critically evaluates strategic direction of the Company and exercises appropriate control to ensure that the business of the Company is conducted in the best interests of the shareholders and society at large. The Board is duly supported by the Managing Director, Executive Director, Key Managerial Personnel and Senior Management Personnel, ensuring effective functioning of the Company.

Composition of Board

Name of the Director

Category of Director/KMP

No. of Board Meetings

Attendance at Last AGM No of Shares held % of holding
Held during the tenure Attended held on September 30, 2022
Mr. Kirit Chimanlal

1.

ED* 5 5 YES 17,89,200 16.62
Doshi
Mr. Rushabh Pankaj

2.

ED* & CFO*** 5 5 YES NIL NIL
Doshi
Mr. Jayesh Dhirajlal

3.

ID** 5 5 YES NIL NIL
Shah
Mr. Rajender Mohan

4.

ID** 5 4 YES NIL NIL
Malla

5. Mrs. Ruchi Sethi

ID ** 5 5 YES NIL NIL

6. CS Ankita Agarwal

CS**** 3 3 YES NIL NIL

 

* ED - Executive Director
** ID - Independent Director
*** CFO - Chief Financial Officer
**** CS - Company Secretary

 

Name of the Director

Mr. Kirit Chimanlal Doshi Mr. Rushabh Pankaj Doshi Mr. Jayesh Dhirajlal Shah Mr. Rajender Mohan Malla Mrs. Ruchi Sethi

Designation

Chairman & Managing Director Executive Director Non- Executive Independent Director Non- Executive Independent Director Non- Executive Independent Director

Date of Appointment

24/10/2018 27/11/2018 18/06/2020 20/03/2019 20/03/2019

No. of Directorship/ Membership/Chairmanships in Public Limited Companies (including this)

1 1 2 5 1

No. of Directorship/ Membership/Chairmanships in Private Limited and Section 8 Companies

4 5 2 4 0

No. of Committee Memberships (including this)*

1 2 2 16 0

No. of Chairmanships in Committee (Including this)

0 0 0 3 3

*while calculating the membership in committees, all the committees of the all the companies are considered.

During the period under review:

Mr. Rushabh Pankaj Doshi, Director of the Company retired by rotation and being eligible for re-appointment, was re-appointed in the last AGM.

Mrs. Ankita Agarwal the Company secretary and Compliance officer of the Company has resigned with effect from October 15, 2022.

After the end of the Financial year up to the date of the report:

Mr. Vibhor Kumawat was appointed as Company Secretary and Compliance Officer of the Company with effect from April 29, 2023. Mr. Vivek Srivastava was appointed by the board as an Additional Director (Non-executive) of the Company with effect from August 08, 2023

Retirement by rotation and subsequent reappointment

In terms of the provision of section 152 of the Act and of Articles of Association of the Company, Mr. Rushabh Pankaj Doshi, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors of the Company recommends this re-appointment at the ensuing Annual General Meeting. It is recommended by the Nomination and Remuneration Committee thereafter by board to the members appointment of Mr. Vivek Srivastava who was appointed as Director (Non-executive) of the Company in the ensuing Annual General Meeting. The tenure of Mr. Rajender Mohan Malla and Mrs. Ruchi Sethi expires as an independent director expires on March 19, 2024, it is recommended by the Nomination and Remuneration Committee thereafter by board to the members to re appoint them for 2 (second) term of 5 (five) years in the ensuing Annual General Meeting.

The composition of the Board reflects the judicious mix of professionalism, competence and sound knowledge which enables the Board to provide effective leadership to the Company. The Board periodically evaluates the need for change in its size and composition to ensure that it remains aligned with statutory and business requirements. None of the Director hold office as a director, including any alternate directorship, in more than twenty companies, nor is a Director on the Board of more than ten Public Companies or acts as an Independent Director in more than seven Listed Companies. Further, none of the Director is a Member of more than ten Committees or Chairman of more than five Committees, across all the Companies in which he/she is a Director. The Company has issued the formal letter of appointment to all the Independent Directors as prescribed under the provisions of the Act and the terms and conditions of their appointment has been uploaded on the website of the Company.

The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and decision making processes to be followed.

11. General Meeting(s)

The 9th Annual General Meeting of your Company was held on September 30, 2022, through video conferencing and other audio video means.

Further the Extra Ordinary General Meeting of the Company was held on August 08, 2022, through video conferencing and other audio video means.

12. COMMITTEES OF THE BOARD

Under the aegis of Board of Directors, several committees have been constituted and delegated powers for different functional areas. The Board Committees are formed with approval of the Board and function under their guidance. These Board committees play an important role in overall management of day to day affairs and governance of the Company. The Board committees meet at regular intervals, takes necessary steps to perform its duties entrusted by the Board. To ensure good governance, Minutes of the meetings are placed before the Board to take note.

Under the provisions of the Act and the SEBI Listing Regulations, the Board of the Company have three committees namely:

I. Audit Committee

II. Stakeholders Relationship Committee III. Nomination and Remuneration Committee

These are briefly enumerated as under:

a.) Audit Committee:

The Audit Committee is duly constituted in accordance with Section 177 of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section 177 of the Act, and the SEBI Listing Regulations to the extent applicable. The Audit Committee of the Company is entrusted with the responsibility to supervise the

Companys internal controls and financial reporting process. The Committee acts as a link between the Management, the Statutory Auditors, the Internal Auditors, Secretarial Auditors and the Board of Directors.

Composition:

The Audit Committee comprises of three Directors, out of whom (2) two are Non-Executive Independent Directors and (1) one is Executive Director. All the members of Audit Committee are financially literate and bring in expertise in the fields of finance, taxation, economics, risk and international finance. Mrs. Ruchi Sethi, Independent Director is the Chairperson of the Committee. The Audit Committee seeks to ensure both corporate governance and provides assistance to the Board of Directors in fulfilling the

Boards overall responsibilities.

The constitution of the Audit Committee is as under:

Name of Members

Designation

Mrs. Ruchi Sethi Chairperson (Independent
Director)
Mr. Rajender Member (Independent Director)
Mohan Malla
Mr. Rushabh Pankaj Member (Executive Director)
Doshi

Extract of Terms of Reference-

The indicative list of terms of reference of the Audit Committee are in accordance with Section 177 of the Act and as per the SEBI Listing Regulations are as follows:

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

(ii) review and monitor the auditors independence and performance, and effectiveness of audit process; (iii) examination of the financial statement and the auditors report thereon; (iv) approval or any subsequent modification of transactions of the Company with related parties; (v) scrutiny of inter-corporate loans and investments; (vi) valuation of undertakings or assets of the Company, wherever it is necessary; (vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters (ix) review of internal audit reports relating to internal control weakness and discuss with internal auditors any significant findings and follow up thereon; (x) reviewing the statements of significant related party transactions submitted by the management. (xi) review of the Whistle Blower Mechanism of the Company as per the Whistle Blower Policy and overseeing the functioning of the same. (xii) review and approve policy on materiality of related party transactions and also dealing with related party transactions.

Powers of Audit Committee:

To investigate any activity within its terms of reference.

To seek information from any employee

To obtain outside legal and professional advice.

Audit Committee Meetings and Attendance-

During the Financial Year 2022-23, 4(four) meetings of the Audit Committee were held. The necessary quorum was present in all the meetings. The dates of the meetings are as follows:

S.No.

Day and Date of the Meeting

01

Monday, May 30, 2022

02

Friday, September 02, 2022

03

Thursday, October 20, 2022

04

Wednesday, February 15, 2023

The table below provides the attendance of the Audit Committee members:

Name

Position Category

No. of Audit Committee Meeting during the year

Held Attended

Mrs. Ruchi Sethi

Chairman

Non Executive (Independent Director)

4 4

Mr. Rajender Mohan Malla

Member

Non Executive (Independent Director)

4 4

Mr. Rushabh Pankaj Doshi

Member

Executive Director

4 4

The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), representatives of the Statutory Auditors, Secretarial Auditors etc. to attend the Committees meetings. The Company Secretary of the Company acts as the Secretary to the Audit Committee.

b.) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders/ investors complaints with respect to transfer, transmission of shares, issuance of duplicate share certificate, non-receipt of Annual Report, non-receipt of dividend etc.

This committee overlooks the performance of the Registrar and Share Transfer Agent and to recommend measures for overall improvement in the Quality of Investor services. The Company has always valued its customer relationships.

I. Composition:

Constitution of the Committee is as under:

Name

Designation

Mrs. Ruchi Sethi Chairperson (Independent Director)
Mr. Kirit Chimanlal Doshi Member (Chairman and Managing Director)
Mr. Rushabh Pankaj Doshi Member (Executive Director)

II. Terms of reference of the Stakeholders Relationship Committee are broadly as under-

The Stakeholders Relationship Committee specifically looks into various issues of the Shareholders such as:

a.) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. b.) Review of measures taken for effective exercise of voting rights by shareholders. c.) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. d.) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

III. Stakeholders Relationship Committee Meetings and attendance

During the Financial Year 2022-23, 4(four) meetings of the Committee were held. The necessary quorum was present in all the meetings. The dates of the meetings are as follows:

S.No.

Day and Date of the Meeting

01

Monday, May 30, 2022

02

Friday, September 02, 2022

03

Thursday, October 20, 2022

04

Wednesday, February 15, 2023

The table below provides the attendance of the Stakeholders Relationship Committee members:

Name

Position

Category

No. of Stakeholder Relationship Committee Meeting during the year

Held Attended

Mrs. Ruchi Sethi

Chairperson

Non Executive (Independent Director)

4 4

Mr. Kirit Chimanlal Doshi

Member

Managing Director

4 4

Mr. Rushabh Pankaj Doshi

Member

Executive Director

4 4

IV.Details of Complaints:

1. No. of Complaints received and solved during the year- Q1- Nil, Q2- Nil, Q3- Nil, Q4- Nil

2. No pending complaints were there as on March 31, 2023.

Company Secretary of the Company acts as the Secretary of the Committee.

c.) Nomination and Remuneration Committee

The Nomination and Remuneration Committee reviews and recommends the payment of salaries, commission and finalizes appointment and other employment conditions of Directors, Key Managerial Personnel and other Senior Employees.

Composition:-

The Nomination and Remuneration Committee has been constituted in order to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders.

As per the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee (the

"Committee") has laid down the evaluation criteria for performance evaluation of Independent Directors and the Board. The manner for performance evaluation of Directors (including Independent Directors) and Board as whole has been covered in the

Boards Report.

Extract of Terms of Reference-

The broad terms of reference of the Nomination and Remuneration Committee, as amended from time includes the following-

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. formulation of criteria for evaluation of performance of independent directors and the board of directors;

3. devising a policy on diversity of board of directors;

4. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

5. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Nomination and Remuneration Committee Meetings and attendance - During the Financial Year 2022-23, 01 (two)meetings were held:-

01

Friday, September 02, 2023

The table below provides the attendance of the Nomination and Remuneration Committee members:

Name

Position

Category

No. of Nomination & Remuneration Committee Meeting during the year

Held Attended

Mrs. Ruchi Sethi

Chairperson

Non Executive (Independent Director)

1 1

Mr. Rajender Mohan

Member

Non Executive

1 1
Malla (Independent Director)

Mr. Jayesh Dhirajlal Shah

Member

Non Executive (Independent Director)

1 1

13. 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.

In the opinion of Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute

The process followed by the Company for induction and training to Board members has been explained in the Corporate Governance Report.

14. PARTICULARS OF LOANS GIVEN, INVESTMENTS

MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY U/s 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 10 to financial statements.

15. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its whistle blower policy, approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act.

The policy also provides protection to the employees and Directors who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the whistle blower policy. The employees are encouraged, to raise voice, for their concerns by way of whistle blowing and all the employees have been given access to the Audit Committee. It also provides adequate safeguards against victimization of Directors/ Employees who avail the mechanism and are free to report violations of applicable laws and regulations and the code of conduct. No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy. The Whistle Blower Policy is available on the https://waareeess.com/wp-content/uploads/2023/01/Whistler-Blower-Policy.pdf

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

Pursuant to the provisions of section 134(5) of the Act, your Directors confirms that;

1. in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards and Schedule III have been followed along with proper explanation relating to departures, if any;

2. 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 / loss of the Company for the year ended on that date

3. 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;

4. the annual accounts have been prepared on a "going concern" basis;

5. proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively;

6. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

18. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s R T Jain & Co. LLP, Chartered Accountants (Firm Registration No.103961W) were appointed as Statutory Auditor of the Company at the 8th Annual General Meeting held in the year 2021, to hold office for a period of 5 (five) years from the conclusion of the 8th Annual General Meeting till the conclusion of the 13th Annual General Meeting to be held in the year 2026.

Further, pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Company has received certificate from the Auditors to the effect that they are not disqualified under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct. As required under Regulation 33 of the SEBI Listing Regulations, the Statutory Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

19. STATUTORY AUDITORS REPORT

The Board has duly received the Statutory Auditors Report on the Audited Financial Statements of the Company for the financial year ended March 31, 2023. The Report given by the Auditors on the Audited Financial Statements of the Company is forming part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and the observations made by the Auditors are self-explanatory and have been dealt with in Independent Auditors Report & its annexures and hence do not require any further clarification.

Further, the Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Act.

20. 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.

21. SECRETARIAL AUDITOR & SECRETARIAL AUDIT

REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s R M Mimani & Associates LLP, Company Secretaries as Secretarial Auditor of the Company to conduct secretarial audit for the Financial Year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 under the Act read with rules made there under in Form MR-3 obtained from M/s R M Mimani & Associates LLP, Company Secretaries forms part of this Annual Report as "Annexure-2".

The Secretarial Audit Report was self-explanatory, and states that During the audit period, the Company has complied with the provisions of the Act, rules, regulations, guidelines, standards etc. except i) The Company has not complied with the provisions of section 203 of the Companies Act, 2013 and regulation 6 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 during the period from October 15, 2022 to March 31, 2023 with regard to appointment of Company Secretary & Compliance Officer. ii) The Company has not complied with the provisions of Regulation 46 SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

For the point no. (i) the management of the Company has responded that there was delay in appointment due to non-availability of suitable candidate, but later on company secretary and compliance officer was appointed w.e.f. April 29, 2023. For the point no. (ii) management responded that there was delay in the complying the same due to lack of resources for a particular time and it has been complied now.

During the financial year 2022-23, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

22. INTERNAL AUDITOR & INTERNAL AUDIT REPORT

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors to carry out Internal Audit of the Company.

As per the requirements of the Act Company had appointed H Dave & Co. Chartered Accountants (FRN: 0137992W) as the Internal Auditor of the Company for the financial Year 2022-23 for conducting Internal Audit.

In compliance with the aforesaid requirements, the board has re-appointed H Dave & Co. Chartered Accountants (FRN: 0137992W) as internal auditor to conduct the Internal Audit of the Company for the Financial Year 2023-24.

During the financial year 2022-23, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

23. INTERNAL FINANCIAL CONROL AND THEIR

ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened. The company is in process to adopt the standard operating procedures for this purpose. The

Companys internal control system is commensurate with its size, scale and complexities of its operations. 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. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee.

24. NOMINATION AND REMUNERATION 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, available on the https://waareetech.com/wp-content/uploads/2023/07/Nomination-Remuneration-and-Evaluation-Policy.pdf

25. 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 at https://waareeess.com/wp-content/uploads/2023/01/Policy-on-Related-Party-Transactions.pdf.

None of the Directors has any pecuniary relationship or transactions vis-a-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 arms length transactions and annexed herewith as Annexure- 1.

26. RISK MANAGEMENT POLICY

Your Company has a Risk Management Policy adopted by the Board. Periodical in-house risk audits were conducted to detect and mitigate the risks in a timely and effective manner.

Management Discussion and Analysis Report contain more details on the risk management practiced by the Company.

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.

27. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a policy on Prevention of Sexual Harassment, in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder.

An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the Financial Year 2022-23, no complaint of sexual harassment were received by the Company details/particulars for the same are as follows:

Particulars

No. of Complaints
No. of Complaints Pending at the 0
Beginning of the Year
No. of Complaints Received and 0
Resolved during the Year

No. of Complaints Pending at

0

the End of the Year

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

28. 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.

29. 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. Enhanced level of training on Process and Behavior based safety, adoption of safe & environmentally friendly production process, Management System is done on a continuous basis.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

30. STATUTORY INFORMATION

a) 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 given in annexure 5 b) 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 3 & 4 to this report. c) 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. d) The Business Responsibility and Sustainability Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review. e) 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.

31. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, 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.

32. LISTING REGULATIONS

During the period under review, the Company has complied with all the mandatory requirements of the SEBI Listing Regulations and other applicable regulations.

33. MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the Regulation 34 (2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report is presented in a separate section forming part of this Report as Annexure-6 for the financial year ended March 31, 2023.

34. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report, describing the Companys 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.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY,

AFFECTING THE FINANCIAL POSITION OF THE COMPANY/CHANGE IN NATURE OF THE BUSINESS

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the

Companys financial position have occurred between the end of the financial year of the Company and date of this report.

36. STATEMENT PURSUANT TO SEBI LISTING

REGULATIONS

The Companys shares are listed with SME segment of BSE

Ltd. Your Company has paid the annual listing fee and there are no arrears.

37. OTHER DISCLOSURES

Other disclosures with respect to Boards Report as required under the Act, Rules notified thereunder and Listing Regulations are either NIL or Not Applicable.

38. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to retain its Brand within the sector.

The Board places on record its appreciation for the support and co-operation received from its suppliers, distributors, retailers and others associated with it, as its trading partners. Company looks upon them as partners in its progress and has shared with them the rewards of growth.

It will be Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Board of Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Reg. Office: 602, Western Edge I, Western Express

For and on Behalf of the Board of Directors

Highway Borivali East, Mumbai 400066 Mumbai

For Waaree Technologies Limited

(Maharashtra)

Sd/-
Kirit Chimanlal Doshi

Date: August 08, 2023

Chairman and Managing Director

Place: Mumbai

DIN: 00211972