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, 2025.
STATE OF COMPANY'S AFFAIRS
Financial Performance
(Rs. in lakh)
| Particulars |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
| Total Income |
57,742.82 |
2,681..49 |
| Total Expenses |
38,295.50 |
7,415.18 |
| Profit or Loss before Exceptional Extraordinary items |
19,447.32 |
(4,733.69) |
| Profit or Loss before tax |
19,447.32 |
(15,267.97) |
| Less: Tax Expenses |
3,973.22 |
(3,171.76) |
| Profit or Loss after Tax |
15,474.10 |
(12,096.21) |
| Other Comprehensive Income |
(44.36) |
(24.94) |
| Total Comprehensive Income |
15,429.74 |
(12,121.15) |
During the year, the Company successfully operated its newly installed
600 MW solar cell line and 550 MW module line. This addition led to a significant increase
in revenue across all quarters, demonstrating strong and consistent growth. EBITDA
improved quarter-over-quarter, reflecting enhanced operational efficiency and
profitability. Consequently, profit after tax (PAT) also exhibited a steady upward trend
throughout the year.
Driven by this robust financial performance, the Company has
strengthened its overall financial position. Building on this momentum, it is now in the
advanced stages of establishing an additional 600 MW solar cell line at its Falta plant.
This new capacity expansion is being fully funded through internal accruals and is
expected to substantially boost the Company's revenue in the upcoming financial year.
Future Expansion Plans
With the commissioning of an additional 600 MW cell line at Falta, the
Company will conclude Phase II of its ongoing expansion strategy. Reinforcing its
commitment to long-term and sustainable growth, the Company has outlined an ambitious plan
to further expand its manufacturing capacity by adding 4 GW of solar cell and 4 GW of
solar module lines in two subsequent phases.
Phase III will involve the installation of a 2 GW solar cell line and a
2 GW solar module line, targeted for completion byJune 2027. Phase IV will further enhance
capacity with an additional 2 GW solar cell line and 2 GW solar module line, scheduled for
completion by June 2028.
The expansion will be financed through a combination of debt, equity,
and internal accruals.
Change in nature of business
There was no change in the nature of business of the company.
Management Discussion and Analysis Report
The Company's 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, 2025 is Rs.
42,20,63,470. During the Financial Year under review, the Company has issued and allotted
Warrants convertible into equity shares at a ratio of 1:1 on 21st September, 2024 on
preferential basis to the following investor:
| Sl No |
Name of Investors |
No of Warrants |
| 01 |
Websol Green Projects Private Limited |
12,10,000 |
| Total |
|
12,10,000 |
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. The Dividend Distribution Policy of the Company is available at the website of the
Company i.e www.websolenergy. com.
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 framework 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 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, the brief
details of the CSR Committee are provided in the Corporate Governance Report, which forms
part of this Annual Report. The CSR policy is available on the website of your Company at
www.websolenergy.com.The details of the CSR 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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTSMADEWITHRELATEDPARTIES
All transactions entered with Related Parties during the financial year
were on an arm's 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, Corporate Social Responsibility Committee and Risk Management 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. Rajeewa R Arya, (DIN: 10620120) as the Non-Executive Non-Independent
Director of the Company in its meeting on 29th May, 2024.
Mrs. Ritu S Jain (DIN: 00534451) and Mr. Shailesh Kumar Mishra (DIN:
08068256) have been appointed as Non Executive Independent Director of the Company on 30th
August, 2024 and 29th October, 2024 respectively by the Board of Directors on the
recommendation of Nomination and Remuneration Committee.
Resignation
Mr. Kushal Agarwal (DIN: 10266809), Non-Executive Independent Director
has resigned from the directorship of the company with effect from 6th February, 2025 and
Mr. Deven Kaushik (DIN: 07096599) Non-Executive Independent Director has retired from the
post of Directorship with effect from 10th February, 2025.
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, Ms. Sanjana Khaitan (DIN: 07232095) Executive Director,
being the longest in the office among the Directors 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 Ms. Sanjana Khaitan
(DIN: 07232095) 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, 2025 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 process and development in the plant of the Company in
which it was informed about the 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 their 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.websolenergy.com.
Annual Evaluation of Board's Performance
In compliance with the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors in its meeting 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 sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; d) the directors had prepared
the annual accounts on a going concern basis; 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
During the financial year ended 31st March, 2025, the Company has not
appointed any Key managerial Personnel (KMPs) , hence there is no 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 Company's 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 Company's website
www.websolenergy.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 Company's website
www.websolenergy.com.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2025 in Form MGT - 7
is in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014 and will be available on the website of the Company at
www.websolenergy. 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 Company's Subsidiary, Joint
Venture or Associate during the Financial Year 2024-25.
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.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY
The Company has established a system of internal controls, policies,
and procedures to ensure the orderly and efficient conduct of its operations. This system
is designed to support compliance with Company policies, safeguard assets, prevent and
detect fraud and errors, ensure the accuracy and completeness of accounting records, and
enable the timely preparation of reliable financial disclosures.
The existing internal financial control framework is aligned with
applicable statutory requirements. Its effectiveness is continuously monitored through
management reviews, self-assessment mechanisms, and independent evaluations conducted by
the Internal Auditor.
AUDIT AND ALLIED MATTERS
Statutory Auditor
M/s G. P. Agrawal & Co., (FRN: 302082E) Chartered Accountants, was
re-appointed as Statutory Auditors of the Company at the 33rd Annual General Meeting held
on 21st September, 2023 for a term of 5 consecutive years to hold office till the
conclusion of 38th Annual General Meeting to be held in the year 2028.
The requirement to place the matter relating to appointment of Auditors
for ratification by members at every AGM has been done away with by Companies (Amendment)
Act, 2017 with effect from 7th May, 2018 issued by Ministry of Corporate Affairs (MCA).
Accordingly, no resolution is being proposed for ratification of appointment of Statutory
Auditors at the ensuing AGM.
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, 2025 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 2024-25 in the prescribed Form MR-3 is appended as ‘Annexure
III' to this Board's 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 material orders passed by the 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. The
table below provides details of complaints received/disposed during the financial year
2024- 25:
| No. of complaints at the beginning of financial year |
0 |
| No. of complaints filed during the financial year |
0 |
| No. of complaints disposed during the financial year |
0 |
| No. of complaints pending at the end of financial year |
0 |
During the year under review, no complaint was filed under 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.
Business Responsibility and Sustainability Report
Regulation 34(2) (f) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is applicable to the
Company during the year under review, based on the market capitalization. Your Company
becomes top 1000 Listed Company based on market capitalization in the previous financial
year. The BRSR is annexed to and forms part of Annual Report describing the initiatives
taken by the Company from the Environment, Social and Governance perspective.
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 Company's executives, staff and workers.
|
For and on behalf of the Board |
|
Websol Energy System Limited |
|
Sohan Lal Agarwal |
|
Chairman & Managing Director |
|
(DIN: 00189898) |
|
Sanjana Khaitan |
| Place: Kolkata |
Executive Director |
| Date: September 01, 2025 |
DIN: 07232095 |
|