Websol Energy Director Discussions


Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"), along with the audited financial statements, for the financial year ended 31st March, 2023.

STATE OF COMPANYS AFFAIRS Financial Performance

(Rs. In lakh)

Particulars

As at 31st March, 2023 As at 31st March, 2022
Total Income 2,023.33 21,781.34
Total Expenses 4,927.04 20,519.26
Profit or Loss before Exceptional Extraordinary items (2,903.73) 1,262.08

Profit or Loss before tax

(3,153.66) 1,383.94
Less: Tax Expenses (785.07) 416.95

Profit or Loss after Tax

(2,368.59) 966.99
Other Comprehensive Income 8.24 49.73
Total Comprehensive Income (2,360.35) 1,016.72

During the year under review, the turnover of the Company has been reduced. The decline was primarily due to the discontinuance of the 250 MW cell line as part of the process to graduate towards the new Mono PERC technology in line with the planned expansion. On account of this, production had to be discontinued to dismantle the old manufacturing equipment and redesign the shop floor for the new operations. In view this, the Company recorded net loss of Rs 23.68 crores for the financial year 2022-23. However, the Company reduced its liabilities throughout the year, strengthening its competitive position. However, your management has taken necessary steps to increase the production capacity.

The Company has reported total income of Rs. 2,023.33 Lakhs for the current financial year as compared to Rs. 21,781.34 Lakhs in the previous financial year. Total Comprehensive

Income for the year under review amounted to Rs. (2,360.35) Lakhs in the current financial year as compared to Rs. 1,016.72 Lakhs in the previous financial year. The profit after tax for the year stands at Rs. (2,368.59) Lakhs as compared to Rs. 966.99 Lakhs in the previous year.

Change in nature of business

There was no change in the nature of business of the company.

Management Discussion and Analysis Report

The Companys business activity primarily falls within a single business segment i.e., production of Solar Photo-Voltaic Cells and Modules. The analysis on the performance of the industry, the Company, internal control systems, risk management are presented in the Management Discussion and Analysis Report forming part of this report.

SHARE CAPITAL

Equity Shares

The paid-up Equity Share Capital as on 31st March, 2023 was Rs. 38,79,74,180/-. During the year under review, the Company has allotted 21,56,880 nos. of Equity Shares of Rs. 10/- each on Preferential Basis to following investors:

Name

Name of the Statute Forum where dispute is pending
Websol Green Projects Private Limited 1087880 Conversion of Loan
India Max Investment Fund Limited 1069000 Cash

Other than above, there was no changes in the share capital of the Company.

Sweat Equity Shares

In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

Differential Voting Rights

In terms of Rule 4(4) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any share with Differential Voting Rights.

Employee Stock Options

In terms of Rule 12(9) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

DIVIDEND

Your Directors have not recommended any dividend for the year under review.

Transfer of unpaid & unclaimed Dividends & Shares to Investor Education and Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") there was no unclaimed/unpaid dividend, hence the company is not required to transfer any amount to Investor Education and Protection Fund.

RESERVES

During the year under review, your Directors have not proposed to transfer any amount to Reserves.

MATERIAL CHANGES AND COMMITMENT

There are no material changes or commitments that took place after the close of financial year till date which will have any material or significant impact on the financials of the Company

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 as amended from time to time, are set out in the ‘Annexure I.

RISK MANAGEMENT

The Board of Directors have developed a risk management policy for the Company, identifying therein the elements of risk and concern that may threaten the existence of the Company.

The senior management continuously evaluates the risk elements through a systematic approach to mitigate or reduce the impact of risk elements. The elements of risks and concerns are periodically reviewed by the Board of Directors. Discussion on risks and concerns have been made under ‘Management Discussion and Analysis Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has undertaken projects/ programs in accordance with the CSR Policy. The details of the CSR projects are given in ‘Annexure II to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided any guarantee or made any investment under provisions of Section 186 of the

Companies Act, 2013. However, the particulars of all loans, guarantees or investments made by the Company are given in notes to Financial Statements.

PARTICULARSOFCONTRACTSORARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties during the financial year were on an arms length basis and were in ordinary course of business and the provision of Section 188 of the Companies

Act, 2013 are not attracted. There are no materially significant related party transactions during the period under review made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required. However, details of all related party transactions are given in Notes to Financial Statements.

BOARD OF DIRECTORS, COMMITTEES AND MANAGEMENT

Composition:

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee are constituted in accordance with Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"], wherever applicable.

The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Appointment

Considering the knowledge, expertise, experience, skills and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors had appointed Mr. Vishal Patodia (DIN: 06859788) as the Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. 18th April, 2022 and his appointment was subsequently approved by the Members at the Extra-Ordinary General Meeting held on 20th August, 2022.

Further, Mrs. Dipti Budhia (DIN: 03076890) was also appointed by the Board as the Non-Executive Director of the Company w.e.f. 18th April, 2022, whose appointment was confirmed by the Members a t the Extra-Ordinary General Meeting held on 20th August, 2022. Mrs. Sanjana Khaitan (DIN: 07232095) was appointed as Executive Director of the Company w.e.f. 12th November, 2022.

Resignation

Mrs. Sushma Khaitan (DIN: 00132305), Non-Executive Director and Mr. Ritesh Ojha (DIN: 08277744), Non-Executive Independent Director of the Company resigned from the Board w.e.f. 18th April, 2022 and 12th May, 2022 respectively.

Mr. Gopal Mohan Kedia (DIN: 01479870), Non-Executive Independent Director of the Company resigned from the Company w.e.f. 5th May, 2023.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act, 2013, at least two–third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.

Accordingly, Mrs. Dipti Budhia (DIN: 03076890), Non-Executive office Director, being the longest in the liable to retire by rotation, retires from the Board this year and, being eligible, has offered herself for re appointment.

The brief resume and other details relating to Mrs. Dipti Budhia (DIN: 03076890) who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling ensuing Annual General Meeting.

Meetings of the Board & Committees:

The details of Board and Committee Meetings held during the Financial Year ended on 31st March, 2023 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report. The maximum time gap between any two Board Meetings was not more than 120 days as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and

Secretarial Standard on Meetings of the Board of Directors. The details of meeting of Independent Directors are set out in the Corporate Governance Report which forms part of this report.

Declaration by Independent Directors

The Company has received requisite declarations/ confirmations from all the Independent Directors confirming their independence as per provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board relies on their declaration of independence.

Familarisation Programme for Independent Directors

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Company has formulated a programme for familiarising the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives.

Further, at the time of appointment of an Independent Director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The details of programmes for familiarisation for Independent Directors are available on the website of the Company www. webelsolar.com.

Annual Evaluation of Boards Performance

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors. The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for that period;

c) the directors had taken proper and 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;

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.

KEY MANAGERIAL PERSONNEL

Mr. Sumit Kumar Shaw was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 20th May, 2022 who subsequently resigned w.e.f. 6th June, 2023. There were no other changes in Key Managerial Personnel of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports. It also provides for direct access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is being made available on the Companys website www. webelsolar.com.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board, on the recommendation of the Nomination and Remuneration Committee, has framed a Nomination and Remuneration Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has been uploaded on the Companys website www.webelsolar. com. Further the salient features of the policy are given in the Report of Corporate Governance forming part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available on the website of the Company at www.webelsolar.com.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture. There was no Company which has become or ceased to be Companys Subsidiary, Joint Venture or Associate during the Financial Year 2022-23.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

INTERNALFINANCIALCONTROLANDITSADEQUECY

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor.

AUDIT AND ALLIED MATTERS

Statutory Auditor

M/s G. P. Agrawal & Co., (FRN: 302082E) Chartered Accountants, have been appointed as Statutory Auditors of the Company at the Annual General Meeting held on 29th September, 2018 for a term of 5 consecutive years to hold office till the conclusion of 33rd Annual General Meeting to be held in the year 2023. Since, the tenure of existing Statutory Auditors is expiring at the ensuing Annual General Meeting, the Board of Directors have recommended the re-appointment of M/s G. P. Agrawal & Co., (FRN: 302082E) Chartered Accountants, for further period of 5 (five) years to hold office from the conclusion of ensuing33 rd Annual General Meeting till the conclusion of 38th Annual General Meeting to be held in the year 2028.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditor Report to the Members for the year ended 31st March, 2023 does not contain any qualification, reservation, adverse remark or disclaimer. Also there has been no instance of fraud reported by the statutory auditors for the period under review.

Internal Auditor

As recommended by the Audit Committee, the Board of Directors had re-appointed M/s. M. Kumar Jain & Co., Chartered Accountants, as Internal Auditors of the Company to conduct internal audit and their report on findings is submitted to the Audit Committee on periodic basis.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had re-appointed Mr. Abhijit Majumdar, Company Secretary in Practice, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the Financial Year 2022-23 in the prescribed Form MR-3 is appended as ‘Annexure III to this Boards Report.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate governance. As per Regulation 34 read with Schedule V (C) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with a certificate received from the Secretarial Auditors confirming compliance is annexed and forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and Regulators or Courts or Tribunals during the year under review impacting the going concern status and the operations of the Company in future.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act) and Rules made thereunder, your Company have constituted Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace.

During the year under review, no complaint was filed the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

REMUNERATION RATIO TO DIRECTORS/KMP/ EMPLOYEES

The disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure IV forming part of this report.

OTHER DISCLOSURES

Secretarial Standards

The company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during the period under review.

Proceeding pending under the Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. orders passed by the

Business Responsibility Report

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not applicable to the Company during the year under review, based on the market capitalization.

Insurance

The Company has taken appropriate insurance for all assets against foreseeable perils.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services continuously being rendered by the Companys executives, staff and workers.

For and on behalf of the Board

Websol Energy System Limited

Sohan Lal Agarwal

Place: Kolkata Chairman & Managing Director
Date: 14th August, 2023 (DIN:00189898)