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 Company's 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 COMPANY'S
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 Board's 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
Company's 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
Company's 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
Board's 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 auditor's 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 Committee's 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
Board's 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 AUDITOR'S REPORT
The Board has duly received the Statutory Auditor's 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
Company's 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 arm's 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 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.
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
Company's 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 Company's 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 Board's 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 Company's 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 |
|