Websol Finanaical Report
Websol Finanaical Report
Websol Finanaical Report
Resilience and
renewability
Forward-looking statement
In this Annual Report, we have disclosed forward-looking information
to enable investors to comprehend our prospects and take informed
investment decisions. This report and other statements - written and oral -
that we periodically make, contain forward-looking statements that set out
anticipated results based on the management’s plans and assumptions.
We have tried wherever possible to identify such statements by using words
such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’,
‘believes’ and words of similar substance in connection with any discussion
of future performance. We cannot guarantee that these forward-looking
statements will be realized, although we believe we have been prudent in our
assumptions. The achievement of results is subject to risks, uncertainties
and even inaccurate assumptions. Should known or unknown risks or
uncertainties materialize, or should underlying assumptions prove inaccurate,
actual results could vary materially from those anticipated, estimated or
projected. Readers should bear this in mind. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise.
CO NT EN T S
Milestones
Obtained UL
1703 listing for all
W900 modules
Scaled capacity
1993-94 1995-96 2000-01 from 3 to 5 MW
2005-06 2006-07
Entered into Commenced Graduated to Scaled capacity Scaled capacity
a technical production with 8-inch wafers from 5 to 10 MW to 20 MW
collaboration with technical support
Increased Commenced Introduced three
Helios Technology, from Helios
module output to commercial products including
Italy
Started with a
Processed
5-inch wafers
125 watt-peak for
all W1000 modules
2003-04 production of
W1600 and W2000
the W2000 module
Obtained UL
1megawatt (MW) 1703 listing for all modules
Scaled installed
installed capacity W1000 modules
capacity to 3 MW Obtained
and processed
Commenced international
4 and 5-inch
wafers at Salt Lake production of certification from
2007-08
Sector-V Plant,
West Bengal
1998-99 160/190 watt-peak
modules
TUV Safety Class-
II for W2000 and Obtained
Graduated to W1600 modules IEC 61215 and
6-inch wafers and
modules up to 95
2002-03 Finalized
IEC 61730
certifications for
Obtained industrial site at
watt-peak 180/220 watt-peak
international Falta SEZ for 120 modules
Obtained a certification for MW expansion
quality certificate W1000 modules Obtained UL
from ISPRA for IEC as per IEC 61215 and CSA listing for
61215 standard standards
02 FINANCIAL STATEMENTS
MISS I O N V I SI ON V AL UE S
To provide solar energy solutions with To provide clean, reliable, environment Our core values are as follows;
competitive product quality as per friendly, competitive electrical energy
Customer focus and satisfaction
international standards and develop around the world to save our planet
advanced products through cutting earth for our future generations. Employee engagement and
edge technology that will create value satisfaction
for the customer and stakeholders,
Innovation and state-of-the-art
while improving the environment by
technology
conservation of natural resources and
implement pollution control measure Transparency at all levels
along with caring for our employees. Being environment friendly
Appointed
millimetre to
156x156-square
cells
2016-17 5-bus bar cells cell
355.75 279.70 296.08 183.27 (52.37) (9.87) 78.74 2.63 0.01 0.03 0.10 0.09
FY15 FY16 FY17 FY18 FY15 FY16 FY17 FY18 FY15 FY16 FY17 FY18
04 FINANCIAL STATEMENTS
Debt-equity ratio ROCE Earnings per share
(X) (%) (H)
(0.80) (1.13) 1.18 1.05 - (0.23) 0.71 0.06 (23.83) (4.49) 35.84 1.06
FY15 FY16 FY17 FY18 FY15 FY16 FY17 FY18 FY15 FY16 FY17 FY18
marketing to wholesale-
Chinese manufacturers
commissioned some of the
06 FINANCIAL STATEMENTS
Company graduated to a a complete dependence on expenditure is now being What makes the Company’s
superior sweating of its solar cells to solar modules. perceived as an investment ‘retailization’ attractive is that
technologies that generated It empowered us to address with an attractive payback. it is extensively asset-light.
a higher energy throughput. a challenging market for Our engagement with a large
At Websol, it makes excellent
The Company produced solar cells by extending to pan-India brand is expected
sense for a company like
products that held their value-added realizations to kick-start our retail offtake
ours to extend our focus
own against the evolving for solar modules. The in addition to agreeing to
from wholesale marketing
standards of the day. The fact that the Company buy out a certain pre-agreed
to wholesale-cum-retail
Company’s products were finished the year under quantity of our offtake.
marketing. This implies
certified in line with the review with an EBITDA of We believe that, should
that while our existing
most demanding global H23 crore is indicative of our these initiatives do even
business model will
accreditations. The Company competitiveness. As things reasonably well, Websol’s
continue, we will adapt it to
marketed its products stand, Websol is possibly expanded capacity should be
address a large number of
to some of the most among only a handful of fully consumed in a couple
relatively small and retail
demanding customers in the Indian solar energy product of years. We believe that the
downstream rooftop and
most stringent geographies. manufacturing companies to returns should be adequate
miscellaneous applications.
be viable and profitable. to invest in our next round
More than everything, As things stand, there are
of growth, strengthening
Websol continued to expand. At Websol, we believe a number of downstream
business sustainability.
A company that started out that competitiveness is users seeking to replace
with an installed capacity of essentially derived from their reliance on high cost
a couple of megawatts per responsiveness to evolving conventional energy with
annum has today increased market realities. During the lower cost alternatives.
its solar cell manufacturing last year, we recognized Our objective will be to
capacity to 280 MW and that our long standing B2B address their downstream
increased its module business model, marked by markets to the extent that
manufacturing capacity from competitive pricing, would our managerial bandwidth
scratch to an automated line need to be adapted. The can directly address, or enter
of 250 MW. I am pleased Company has responded into marketing alliances
to state that a combination with a change in its strategic with large companies
of relatively low Indian priority that we like to possessing extensive
operating costs, coupled describe as ‘retailization’. distribution networks. These
with the Company’s culture Even as one end of our arrangements will make
of austerity, made it possible downstream market it possible for companies
to expand at relatively low comprises large solar farms like ours to manufacture
capital costs per megawatt. that would need low cost and these large companies
solar cells and panels, there to promote, distribute and
During the year under review,
is a new market emerging market our products – a
Websol took this initiative
right above our heads, so to win-win proposition. We
a decisive step ahead. The
speak. As people like you and also expect to take our
Company expanded its solar
I realize that at the affordable first decisive step towards
cell manufacturing capacity
solar energy costs of today, independent EPC projects
from 200 MW to 280 MW
it makes economic sense that do not stretch our
and its automated module
to invest in solar panels, Balance Sheet and
manufacturing capacity
generate power, connect management bandwidth,
from scratch to 250 MW.
to the grid, and sell the which could widen the scope
The increase in the dual
power to the local discom or of our business and reinforce
capacities was as critical as
market on the Indian Energy business sustainability.
it was timely: the integration
Exchange. The result is that
made it possible for us to
solar energy infrastructure
broaden our presence from
08 FINANCIAL STATEMENTS
The
Company Despite unpredictable
increased its business conditions, we
installed capacity of finished the year with
solar cells from 200 virtually no inventory
MW to 280 MW
Safeguard Duty on export of Q: What was the Q: The one question the first two quarters of the
solar cells and modules from impact of these that shareholders current financial year on
India. account of a slowdown in
various initiatives? will need to ask offtake, due to the confusion
Q: What were the A: When we started the year is whether the related to the safeguard duty.
various initiatives under review, the differential Company has The safeguard duty was
in pricing between the landed strengthened its
undertaken by the eventually enforced from 30
costs of the Chinese solar
Company to address Balance Sheet while July 2018 and one expects
products and our price was this hedge to translate
these challenges? 25%. I am pleased to state
enhancing capacity
into effective protection in
A: One of the most decisive that by the end of the year, during the last a couple of months from
initiatives in this challenging we had been able to narrow financial year? now. During this period, the
environment was the this differential down to A: The Company did Company continued to bag
resolve of the Company to 10%. Besides, through the not compromise its orders and we are optimistic
seek solutions from within. upgraded technology, we had fundamentals in any way that production should revive
The Company continued succeeded in enhancing the during the last financial from the third quarter of the
to review its operating outpour of solar cells: from year. For one, the H27 crore financial year.
processes and practices lower levels to 4.9 watt peak expansion and technology
with the objective to identify for the mono-crystalline We believe that we should
upgradation was carried out
waste and redundancy. product and up to 4.5 watt be in a position to sweat
completely from our accruals
The Company continued peak per cell for the multi- our expanded capacities
and deferred payments at
to cap its overhead costs crystalline product. Besides, at near full utilization from
zero interest – no debt.
through a culture of financial we evolved our product mix the second half of the
The Company did not load
austerity and multi-skilling. from a complete dependence financial year under review.
debt on its books during the
The Company responded on multi-crystalline products This is expected to result
financial year, strengthening
proactively to the need of to an evenly shared product in a complete utilization of
its ability to compete across
creating mono-crystalline mix, by the end of the year our capacities through the
market cycles.
capacity, which was under review. The message complete extent of the next
commissioned during the that I wish to communicate Q: What are the financial year.
year under review. The is that even as we have been prospects of the
Company increased its a technology outlier in India
Company during
installed capacity of solar for the last number of years,
cells from 200 MW to we extended the technology
the current financial
280 MW, coupled with an frontier decisively during the year?
increase in its module line year under review. A: The Company has under-
from 90 MW (manual) to 250 performed in its production
MW (automated). and marketing target for
10 FINANCIAL STATEMENTS
The unique aspects of
Websol’s business model
Rationale
Websol has made a name for itself in the industry by proactively reviewing, adapting and reinforcing its business model in line with
changing circumstances. This inherent sense of responsiveness in a dynamic environment has translated into profitable growth
across market cycles.
Sectoral relevance Preliminary figures show Global presence: Websol one of top-three solar cell
that solar installations is driven to expand its and module manufacturers
Policy support: The H1.4 lac-
reached 9.6 gigawatts, and geographical presence not in the country.
crore Kisan Urja Suraksha
accounted for 45% of total just across the country but
evam Utthaan Mahaabhiyan Sustainability: Websol has
capacity addition. also across the globe. The
(KUSUM) scheme is aimed laid a keen emphasis on
Company is looking forward
at harnessing solar power ensuring that its borrowings
The Company’s to penetrating the American,
for rural India. The scheme stay in control. The
covers installation of 27.5 response British and German markets
robustness of the Company’s
Brand equity: Over the 28 by banking on its mono-
lakh solar pumps, installation business model is reflected
years of our existence, crystalline wafers during
of 10 gigawatts of solar in its Balance Sheet.
Websol has generated a FY2018-19.
power plants - each plant
distinctive recall in its sector Optimism: The manner in
boasting intermediate Integrated setup: The
for being ethical, transparent which the Company not only
capacity of 0.5-2 MW - and Company believes that the
and dependable. survived the difficult year
solarization of tube-wells only way to stay relevant
that was FY2017-18 but
and lift irrigation projects. Retail focus: Websol in a rapidly-changing
also thrived, has inspired
In addition, a new scheme changed its focus from marketplace is relentless
the belief that Websol’s
for deployment of rooftop wholesale to wholesale- innovation. As a means
integrated line of solar cells
solar power in the country cum-retail marketing over to this end, the Company
and modules should allow
called SRISTI (Sustainable the years to penetrate has forayed into the
it to sustain its growth
Rooftop Implementation deeper into the market for manufacture of next-gen
momentum over the long-
for Solar Transfiguration of small retail downstream products at its state-of-the-
term.
India) is being formulated. applications (rooftop and art manufacturing facility
The Central Government miscellaneous). in Falta equipped with an
has waived the Inter State integrated line for solar cells
Transmission System Strategic tie-up: The and modules.
charges and losses for inter- Company inked a contract
with Exide to bolster retail Cutting-edge technology:
state sale of solar power
revenues. Furthermore, the Websol has embraced
for projects commissioned
Company is leveraging the cutting-edge technologies
by March 2022. This will
widespread network of Exide in order to consistently
encourage setting up of the
to sell its own products at a enhance efficiency levels.
projects in states that have
fraction of the cost. In so doing, it has brought
greater resource potential
back the five-year old mono-
and availability of suitable Production scale: In a bid to crystalline wafers back in
land. cater to the growing demand play and helped the country
Growing demand: The for solar power across the emulate global benchmarks.
Central Government is country, Websol scaled
working to achieve the its production capacity at Outcomes of
revised target of 100 Falta to 23.33 MW of solar Websol’s distinctive
gigawatts solar by 2022. cells and 20.83 MW of solar
business model
Cumulative utility-scale modules per month during
FY2017-18. Identity: The Company has
installations now stand
cemented its reputation as
at about 18.4 gigawatts.
Review of key national economies and sectors. Unemployment in 2016. Consumption should outpace
economies declined to 8.8% in October 2017, the investment and demand for services
lowest since January 2009. (Source: could remain strong (52% of economic
The US: The world’s largest economy
WEO January 2018, Focus Economics). output). China’s exports rose 6.9% from
entered its ninth straight year of
the previous year to $188.98 billion in
growth in 2017 (2.3% compared to China: The Chinese economy grew
October 2017. In 2018, China’s growth
1.6% in 2016) catalysed by the spillover faster than expected in the fourth
is projected at 6.6%. (Source: WEO, NBS
arising out of government spending by quarter (October to December) of 2017
data)
the previous administration coupled at 6.8%, aided by a recovery in exports.
with US$ 1.5 trillion worth of tax cuts This helped China celebrate its first Emerging Asia: Emerging Asia GDP is
stimulating investments. Private annual growth in seven years. For the estimated at 6.5% in 2017. The region
consumption continued to grow at a full year, China’s growth is estimated is being transformed by technologies
robust pace from 1.5% in 2016 to 2.2 in at 6.9% which is its highest economic and Internet, strengthening the
2017 despite modest real income gains growth since 2010. This growth easily digital economy. Cambodia, Laos
and moderate wage growth, as the beat the government estimates of and Myanmar are projected to grow
personal savings rate fell further. 6.5% and the nation’s slowest growth the fastest in the ASEAN, while
of 6.7% in 2016 (weakest pace in 26 Philippines and Vietnam are expected
Eurozone: This region experienced
years). Private firm investments grew to lead growth in ASEAN-5 (Indonesia,
the upside arising out of cheap money
at 6% in 2017 from 3.2% in 2016, a Malaysia, Philippines, Thailand and
provided by the central bank. In 2017,
sign that private sector outlook is Vietnam). The region is being driven
eurozone is estimated to grow 2.4%
improving. Disposable income growth by infrastructure spending and stable
compared with 1.8% in 2016, the broad-
picked up to 7.3% in 2017 from 6.3% economies.
based growth visible in all Euro-zone
12 FINANCIAL STATEMENTS
GCC: Being highly oil dependent of Geography and Statistics (IBGE), a 20 bps to 3.9%, reflecting an improved
economies, GCC countries were affected decline in inflation (inflation was 3.5% momentum and the impact of tax policy
by the oil price decline (~60% since in 2017 as compared to 8.7% in 2016) changes in the US. (Source: WEO, IMF)
2013), resulting in macro-economic also significantly contributed to the
instability that affected job creation economic growth. According to IMF Indian economic overview
and growth. The GDP growth across predictions, the nation is expected to After registering a GDP growth of over
the region remained subdued at 1.8% in clock a growth of 1.9% in 2018. In the 7% for the third year in succession in
2017 despite efforts to boost the non- next fiscal, manageable inflation and 2016-17, the Indian economy headed
oil private sector economic activities. improvements in labor conditions are for somewhat slower growth, estimated
Regional growth is projected to increase expected to boost consumer spending. to be 6.7% in 2017-18. Even with
steadily after 2017, to 3% in 2018 and There are also expectations of monetary this lower growth for 2017-18, GDP
3.2% by 2020, following acceleration easing and rising business confidence, growth averaged 7.3% for the period
among oil exporters and importers, which could revive fixed investments. from 2014-15 to 2017-18, the highest
moderated geopolitical tension and rise (Source: Focus Economics, Rio Times) among the major economies. This was
in oil prices. (Source: World Bank) achieved on the back of lower inflation,
Outlook
Russia: The economy appeared to have The outlook for advanced economies an improved current account balance
exited a two-year recession, thanks to improved, notably for the eurozone, but and a reduction in fiscal deficit-to-GDP
the authorities’ effective policy response in many countries inflation remained ratio. The year under review was marked
and existence of robust buffers, proved weak, indicating that prospects of by various structural reforms being
shallower than past downturns. In 2017, GDP growth were being held back by undertaken by the Central Government.
Russia was estimated to grow 1.9%, weak productivity levels and rising In addition to GST introduction, the year
following negative growth of 0.6% in dependency ratios. Prospects of witnessed significant steps towards
2016 (WEO) and a projected GDP growth emerging market and developing resolution of problems associated
of 1.8% in 2018. (Source: MOMR) economies in sub-Saharan Africa, with NPA levels, FDI liberalization, bank
the Middle East, and Latin America recapitalization and privatization of coal
Brazil: In 2017, Brazil grew at 1.1%, mines. After remaining in the negative
remained lacklustre with several
following a deceleration of 3.5% in territory for a couple of years, export
countries experiencing stagnant per
2016. The recovery in the GDP was growth rebounded during 2016-17
capita incomes. Fuel exporters were
boosted mainly by the agricultural and strengthened in 2017-18. Foreign
particularly affected by protracted
sector which grew by 13%. The services exchange reserves rose to US$ 414
adjustments to lower commodity
sector also registered a growth of 1.8%. billion as on January 2018. (Source:
revenues. Global growth forecasts for
According to the Brazilian Institute CSO, Economic Survey 2017-18)
2018 and 2019 were revised upward by
14 FINANCIAL STATEMENTS
Global renewable energy America with 16 gigawatts. ~115 million of global power supply, avoiding a
market overview people worldwide currently rely on the ~1.8 gigatonnes of carbon dioxide
basic energy services provided by solar emissions, indicating significant room
The global renewable energy market
lights, while another 25 million obtain for expansion. New global financial
was valued at US$ 14,69,078 million in
a higher level of renewable energy commitments reached US$ 279.8 billion,
2017. The global renewable generation
services through solar home systems representing a 2% increase over 2016.
capacity increased by 167 gigawatts
or connection to a solar mini-grid. Solar energy received the largest share
and reached 2,179 gigawatts worldwide,
In addition to solar power, >6 million of financing at US$ 160 billion. (Source:
by the end of 2017, up 8.3% from 2016.
people are currently connected to PRNewswire, IRENA)
The region with the greatest renewable
hydropower mini-grids while another
energy capacity in 2017 is Asia, with Outlook
3,00,000 people use biogas power.
9,18,655 MW, up from 58% in 2016. Global renewable energy market was
~16% of the total global population,
China is the country with the greatest valued at US$ 14,69,078 million in 2017
which accounts to 1.2 billion people,
renewable capacity in 2017 at 6,18,803 and is projected to reach US$ 21,52,903
lives without electricity. Most people in
MW, 10% of all new capacity additions million by 2025, growing at a CAGR
rural Sub-Saharan Africa and Oceania
came from India, mostly in solar and of 4.9% from 2017 to 2025. (Source:
region do not have access to electricity.
wind. Europe added 24 gigawatts of PRNewswire, IRENA)
Renewables currently provide 12.1%
new capacity in 2017, followed by North
Total renewable power generation capacity, 2011-2017 Net additions to renewable power capacity by regions
(GW) Capacity growth (GW)
2,500 400
350
2,000
300
1,500 250
200
1,000 150
100
500
50
0 0
2011 2012 2013 2014 2015 2016 2017 China United States European
Union
India Japan Brazil Africa &
Middle East
Hydropower and Ocean Solar Wind Bioenergy Geothermal 2011-16 2017-22 main case
6%
18%
53%
23%
146 1,523
85% million
megawatts
Wind and solar share Revised number of
of new capacity in Cumulative capacity of
people served by off-
2017 three new solar parks
grid renewable power
approved in India
Solar photovoltaic segment by ~25%, between 2010 and 2017. important solar photovoltaic markets,
overview Both technologies are now well within followed by Turkey, Germany, Australia
the cost range of power generated by and the Republic of Korea. The top-five
The solar photovoltaic segment grew
fossil fuels. The world installed a record countries, led by China, account for 90%
by a whopping 32% in 2017, followed
94 gigawatts of new solar photovoltaic of solar photovoltaic jobs worldwide.
by wind energy, which grew by 10%.
installations in 2017 compared to 73 Overall, Asia is home to ~3 million solar
Underlying this growth are substantial
gigawatts in 2016. By the end of 2017, the photovoltaic jobs. This represents 88%
cost reductions, with the cost of
total global installed capacity was pegged of the global total, followed by North
electricity from solar photovoltaic
at 402.5 gigawatts. China, India, the America’s 7% share and Europe’s 3%
decreasing by 73%, and onshore wind
United States and Japan were the most share. (Source: IRENA, IEA)
200
150
100
50
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Non IEA PVPS Countries IEA PVPS Countries (Source: IRENA)
16 FINANCIAL STATEMENTS
Indian renewable power growth of 55.72% over the previous Increase in concession period (from
sector overview fiscal. Electricity production grew 25-35 years)
between FY10 and FY18 at a CAGR of
India accounts for ~4% of the total Focus on sustainability of distribution
5.69%.
global electricity generation and companies including operational
contributes 4.43% to the global In March 2017, the Power Ministry improvement such as AT&C loss
renewable generation capacity. India launched an application named - GARV- reduction
has the fourth-largest installed capacity II, to provide real-time data related
Restructuring of financial burden
of wind power and the third-largest to electrification of all un-electrified
of utilities with support from State
installed capacity of concentrated villages in India. 17,164 out of 18,452
Governments and banks
solar power with the installed power un-electrified villages in India have been
capacity reaching 334 gigawatts as of electrified up to March 2018 as a part Integrated Power Development
31st March 2018. India moved up 73 of the target of electrifying all villages Scheme (IPDS)
spots to rank 26th in the World Bank’s across India by May 1, 2018.
Metering of distribution transformers/
‘List of Electricity Accessibility’ in 2017. feeders/consumers in the urban area
India ranked third among 40 countries Demand drivers
and IT enablement and strengthening
in EY’s ‘Renewable Energy Country Power consumption is estimated to of distribution network
Attractiveness Index’, on back of strong increase from 1,160.1 terawatt-hours
focus by the government on promoting in 2016 to 1,894.7 terawatt-hours Estimated support for the present
renewable energy and implementation in 2022. The biggest boost for the scheme stood at H25,913 crore
of projects in a time-bound manner. demand of sector is likely to be driven Deendayal Upadhyaya Gram Jyoti
With a production of 1,423 terawatt- by growing power consumption Yojana (DDUGJY)
hours, India is the third-largest producer across the country. Strengthening of sub-transmission
and the third-largest consumer of and distribution networks in the rural
100% FDI allowed in the power sector
electricity in the world. With a view areas
has boosted FDI inflows in this sector.
to enhance the share of renewables
Total FDI inflows in the power sector Metering of distribution transformers/
in the overall generation matrix, the
reached US$ 12.97 billion during April feeders/consumers in the rural area
Government of India formulated an
2000 to December 2017, accounting and Rural Electrification
action plan to achieve a total capacity of
for 3.52% of total FDI inflows in India.
60 gigawatts from hydroelectricity and Total outlay of H44,033 crore which
175 gigawatts from other renewable India receives ~300 days of sunshine includes a budgetary support of
energy sources (excluding large every year. This makes it a perfect H33,453 crore from government
hydroelectricity projects) by March, candidate to harness the solar power
2022, which includes 100 gigawatts of available. India also has a large National Electric Fund (NEF)
solar power, 60 gigawatts from wind hydroelectric power potential which To promote investment in the
power, 10 gigawatts from biomass and is being explored in the North Eastern distribution sector
5 gigawatts from hydroelectricity. states of the country. To provide interest subsidy on loans
India witnessed highest ever solar Electricity consumption is projected to disbursed to the discoms – both in
power capacity addition of 5,525.98 MW reach 15,280 terawatt-hours in 2040 public and private sector
and 467.11 MW of wind power capacity from 4,926 terawatt-hours in 2012. Projects worth H10,000 crore have
addition in 2017-18. ~15,000 biogas Most of this demand would come been sanctioned by the Central
plants were installed during the same from the growth in the construction Government to various utilities
time period. With electricity production and transportation sectors
Saubhagya Scheme (Pradhan Mantri
of 1,160.1 billion units in India in FY17,
the country witnessed growth of ~4.72% Policy support Sahaj Bijli Har Ghar Yojana)
Last-mile connectivity to willing
over the previous fiscal. Electricity Ujwal DISCOM Assurance Yojana
households to help achieve the goal
production was pegged at 1,201.543 (UDAY)
of lighting every household by the end
billion units in 2017-18, registering a Scheme to improve financial health of
of 2018
DISCOMs, revive power demand
9,629 70,000
10,000
8,000 7,504
50,000
6,000
40,000
4,313
4,000
20,000
2,313
2,000
998 1,044 10,000
985
0 0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018F 2019F 2020F 2021F 2022F
Annual rooftop solar installations (MW) Annual utility-scale solar installations (MW) Cumulative solar installations (MW)
(Source: Mercom India Research (Dec 2017)
18 FINANCIAL STATEMENTS
Government initiatives The Government of Karnataka has cells and Modules in the country was
facilitated permission for agricultural pegged at 3,164 MW and 8,398 MW,
Solar parks
land conversion through amendment in respectively in 2017. The Jawaharlal
India lies in the high solar insolation
Section 95 of Land Reforms Act. Nehru National Solar Mission targets the
region, endowed with huge solar energy
deployment of 100 gigawatts of solar
potential with most of the country The Government of Rajasthan
power generation capacity by 2022. The
having ~300 days of sunshine per year has allowed procurement of both
incentives offered under the scheme
with mean daily solar radiation in the agricultural land (based on Rajasthan
include:
range of 4-6 kilowatt-hours per square Imposition of Ceiling on Agriculture
metre per day. Solar power projects Holding Act, 1973) and private land Zero import duty on capital
can be set up anywhere in the country, (based on Ceiling Act, 1973) to develop equipment, raw materials
however the solar power projects are solar power projects.
Low interest rates and priority sector
scattered across multiple locations
Green corridors lending
land will lead to higher project cost per
To achieve the target of 175 gigawatts
megawatts and higher transmission Single window mechanism for all
for all renewable energy technologies
losses, due to drawing separate related permissions
(including 100 gigawatts of solar) by
transmission lines to nearest situation,
2022, a strong and reliable infrastructure Tax exemption and capital subsidies
procuring water in creation of other
will be needed to ensure evacuation available
necessary infrastructure. Solar parks
of power from generation sites. To
mostly provide developers an area that Under the National Solar Mission a
support the supply of power from
is equipped, with proper infrastructure 12-gigawatt solar energy scheme
renewable energy-rich to renewable
and access to amenities and where the has been instituted to benefit local
energy-deficient states, the Government
risk of the projects can be minimized. manufacturers without violating the
of India is working on a green energy
One of the prime requirements for rules laid down by the World Trade
corridor programme. The first phase of
development of solar projects is land Organization. The scheme will help
this programme is designed to set up
identification and acquisition and to home-grown players withstand the
33 gigawatts of solar and wind power
make it easier the Government of India onslaught of cheap imports from China,
capacity, while the second phase will
has identified large tracts of land to Malaysia and Taiwan. The H8,000-crore
set up 22 gigawatts of capacity. The
develop 25 solar parks (20 gigawatts) scheme will lend a boost for Indian
programme requires an investment of
in various states. Furthermore, some manufacturers, who are also waiting
~US$ 7 billion.
states have undertaken initiatives for the imposition of a safeguarding
to facilitate land availability for solar Jawaharlal Nehru National Solar duty on solar gear. The scheme will help
projects, such as: Mission bridge the difference between domestic
The Jawaharlal Nehru National capacity and import requirements.
The Government of Madhya Pradesh in
Solar Mission is an initiative of the By 2022, it will ensure a minimum
its policy Implementation of Solar Power
Government of India with active manufacturing capacity of 3 gigawatts
based Projects in Madhya Pradesh,
participation from States to promote of solar power per annum. (Source: IBEF,
2012 (Policy 2012) has permitted to
ecologically sustainable growth while MNRE, Economic Times).
use government land, if available, up
addressing India’s energy security
to 3 hectares per megawatt to set up
challenge. It will also constitute a major
solar power plants in Madhya Pradesh.
contribution by India to the global
Furthermore, it allows procurement of
effort to meet the challenges of climate
private land based on mutual consent.
change. The installed capacity of Solar
20 FINANCIAL STATEMENTS
India recorded the highest-ever It has been estimated that renewables In July 2017, the Solar Energy
capacity addition in terms of will account for a 49% share of India’s Corporation of India abandoned
renewable energy during FY2016-17. overall power generation capacity by tenders for 950 MW of capacity,
2040. deciding instead to delay in the hope
Rapidly falling costs has made solar
of getting even lower tariffs in future.
photovoltaic products a lucrative Over the last few years there has been
The same thing happened with 200
market for investment. a significant increase in terms of the
MW of solar capacity in Madhya
contribution of renewable energy as
Due to its favourable location in the Pradesh.
a percentage of the total installed
solar belt (400S to 400N), India is one
capacity, from 12.92% in 2013-14 to Developers are caught up in a difficult
of the best recipients of solar energy
18.79% as of January 2018. financial position and they have
with relatively abundant availability
become vulnerable to risk, which is
This coupled with its highest global (Source: IBEF)
eventually leading to the cancellation
warming mitigation potential makes
Threats or postponement of the tenders.
it a viable alternative for power
generation among the available clean Solar companies have been hit by Developers have been squeezing
energy sources. several tax increases. From July every penny to try and capture market
2017, developers have had to pay 5% share, but many still don’t know if
India had a renewable energy potential
under the new GST regime on solar their projects are going to get final
of 900 gigawatts by November
equipment, while some ports are agreement or not.
2017 from commercially exploitable
sources (solar = 750 gigawatts, charging an additional 7.5% import Banks still hesitate about making
wind = 102 gigawatts, biomass = 25 duty on panels from abroad. solar investments because despite all
gigawatts and hydroelectricity = 20 Regulators are proposing an its recent progress, the technology is
gigawatts). ‘emergency’ 70% tariff on solar parts still a little new.
India will require an additional supply made in China, Malaysia and the west, In many countries, the cost of solar
of 450 gigawatts by 2034. Peak power in a bid to protect the few Indian panel energy is already either as cheap as or
demand stood at 160 gigawatts in manufacturers. The move follows cheaper than fossil fuels. Higher taxes
July 2017. It is estimated that this similar actions by the US and the EU. are not going to reverse that.
demand will rise to 295 gigawatts As a result, many tenders for new
projects are either on hold or have (Source: MERCOM, Livemint, Financial
by 2021-22 and 690 gigawatts by
been scrapped. Express, Financial Times)
2035-36
22 FINANCIAL STATEMENTS
Risk management
Risks affecting our business and
how are we insulating ourselves
from them.
Any increase in raw Mitigation: The manufacturing cost of solar photovoltaic
2 An excessive
concentration of
Mitigation: The Indian Government’s growing focus on
indigenous procurement could increase revenues for
Customer revenues from a domestic players. Besides, the increasing use of solar
concentration particular location could energy has made India one of the most attractive markets
affect margins. in the world.
risk
A fall in demand may Mitigation: In India, the overall renewable energy capacity
cause returns on is expected to >2x by 2022. Solar and wind power
The Company may Mitigation: The Company moderated its debt-equity ratio
not be able to fund its to 1.05 during FY2017-18 from 1.18 during FY2016-17
6 growing business and
expansion needs in a
while the Company’s interest cover stood at a robust 1.93
times as on 31st March 2018. Timely repayments of debts
Funding risk cost-effective manner. and a moderate gearing helped raising additional debt in a
cost-effective manner.
24 FINANCIAL STATEMENTS
STATUTORY SECTION
Dear Members,
Your Directors hereby submits the twenty-eighth annual report of the business and operations of your Company along with the
audited financial statements, for the financial year ended March 31, 2018
OPERATIONS DIRECTORS
During the year under review, your Company was not able to a) Changes in Directors and Key Managerial Personnel:
utilize the manufacturing capacity at its optimum. During this In accord with the provisions of Section 152 of the Act read
financial year, the Company completed OTS with all banks and with Article 91 of the Article of Association of the Company,
their total dues were paid. A loan with ARC is outstanding and S. L. Agarwal, Managing Director will retire by rotation at
will be paid in installments as per their sanction with no interest the ensuing AGM and being eligible, offer himself for re-
payable on the outstanding loan as per the terms of the sanction. election. The Board has recommended their re-election.
Your Company reported total revenue of H18327.25 Lakhs b) No. of Meetings of the Board:
against H29608.04 Lakhs during the last financial year. The Five meetings of the Board were held during the year ended
Company earned a profit of H263.38 Lakhs after providing March 31, 2018.
H1639.32 Lakhs towards depreciation and H855.89 Lakhs
c) Declaration by Independent Directors:
towards interest during the current financial year as compared
All Independent directors have given declarations that
to a profit of H7874.06 Lakhs in the last financial year.
they meet the criteria of independence as laid down under
DIVIDEND Section 149(6) of the Companies Act, 2013 and as per
Your directors have not recommended any dividend for the respective regulation of SEBI Listing Regulation(LODR)
year ended 31st March, 2018, in view of the restrictions under 2015. The declaration is received in the first meeting of
Section 123 of the Companies Act, 2013 (the Act) as amended Board of Directors for the year.
by the Companies (Amendment) Act, 2015, becoming effective
d) Separate Meeting of Independent Director:
from 29th May, 2015, by virtue of which no Company can declare
Details of the separate meeting of Independent Directors
dividend unless carried over previous losses and depreciation
held in terms of Schedule IV of the Act and Regulation
not provided in previous year or years, are set off against profit
25(3) of the Listing Regulations are given in the Corporate
of the Company for the current year.
Governance Report.
26 STATUTORY SECTION
STATUTORY AUDITORS DEPOSITS
M/s T. More & Co. Chartered Accountants (FRN 327844E) The Company has neither accepted nor renewed any deposits
were appointed as Statutory Auditors of your Company at the as envisaged in Section 73 of the Companies Act, 2013 during
Annual General Meeting held on 23rd September 2017, for a the year under review.
term of five consecutive years. However, M/s T. More & Co. have
KEY MANAGERIAL PERSONNEL:
tendered their resignation from the Auditorship with effect from
Pursuant to the provisions of Section 203 of the Act, the Key
the conclusion of the ensuing Annual General Meeting of the
Managerial Personnel of the Company are Mr. S.L. Agarwal,
shareholders of the Company.
Managing Director, Mrs. Sima Jhunjhunwala, Chief Financial
The Company has received special notice u/s 115 of the Officer and Mrs. Sweta Biyani, Company Secretary. During the
Companies Act, 2013 from two shareholders of the Company year, there has been no change in the Key Managerial Personnel
expressing their desire to propose the name of M/s G. P. of the Company. Details pertaining to their remuneration have
Agrawal & Co., Chartered Accountants as Statutory Auditors of been provided in the Extract of Annual Return annexed hereto
the Company. and forming part of this Report.
M/s G. P. Agrawal & Co. has given their consent to act as COMMITTEES OF THE BOARD:
Statutory Auditor of the Company, if appointed. Pursuant to various requirements under the Act and the
Listing Regulations, the Board of Directors has constituted
There is no qualification, reservation, adverse remark or
various committees such as Audit Committee, Nomination
disclaimer given by the Auditors in their report.
& Remuneration Committee, Stakeholders Relationship
Clarification/explanation on remarks in Independent Auditors’ Committee, Corporate Social Responsibility Committee and
Report Share Transfer Committee. The details of composition, terms of
a. In the comments of Auditors under para “EMPHASIS OF reference, etc., pertaining to these committees are mentioned in
MATTER“ regarding confirmation of accounts, the director the Corporate Governance Report.
states that all the balance confirmation letters have been AUDIT COMMITTEE:
sent to respective vendors and customers, confirmations All recommendations made by the Audit Committee during the
from all have not been received. year were accepted by the Board.
b. In Annexure B point No. 1(a) of the Auditors’ Report WHISTLEBLOWER POLICY:
regarding updation of fixed asset Register, your Directors The Company has in place a Whistleblower Policy to deal with
have to state that fixed asset register will be completed in unethical behavior, victimization, fraud and other grievances
the next financial year. or concerns, if any. The aforementioned whistleblower policy
c. As regards delay in payment of undisputed statutory dues is available on the Company’s website at the following web-
mentioned in Annexure B point no. 7(a) to the Auditors’ link: https://www.websolar.com/investor-corner/corporate-
Report, it is submitted that it was due to the continuous governance.
adverse financial condition and no banking facility currently POLICY ON SELECTION AND REMUNERATION OF
available to the Company. However, we hereby submit that DIRECTORS:
all the statutory dues relating to the financial year 2017-18 Based on the recommendation of the Nomination &
have since been paid. Remuneration Committee, the Policy on Selection &
COST AUDIT Remuneration of Directors, Key Managerial Personnel and other
Cost Audit is not applicable to the Company. employees was revised and adopted by the Board of Directors
at their meeting held on 21.08.2017. The said policy was made
SECRETARIAL AUDIT applicable w.e.f 01.10.17.
Your Board appointed M/s. AL & Associates, Practicing Company
Secretaries, to conduct a secretarial audit of the Company for BOARD EVALUATION:
the financial year ended 31st March 2018. The report of the Pursuant to the provisions of the Act and Regulation 17 of the
M/s. AL & Associates is provided in the Annexure ‘A’ forming Listing Regulations, the Board has carried out the evaluation
part of this report, pursuant to Section 204 of the Act. of its own performance and that of its Committees as well as
evaluation of the performance of the individual directors. The
28 STATUTORY SECTION
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS are reasonable and prudent so as to give a true and fair
UNDER SECTION 186 view of the state of affairs of the Company at the end of the
The Company has not given any Loan, Guarantee or made any financial year as at 31st March 2018 and of the Profits of
investments or provided any security in violation of section 186 the Company for that period;
of Companies Act, 2013.
iii) We have taken proper and sufficient care for the maintenance
STATE OF AFFAIRS OF THE COMPANY of adequate accounting records in accordance with the
The Company has made a settlement with all the lenders of provisions of the Companies Act, 2013 for safeguarding the
working capital and term loan. No Due Certificates have been assets of the Company and for preventing, and detecting
received from the banks. The Company has made expansion fraud and other irregularities; and
in the year thereby increasing its production capacity from 200
iv) We have prepared the annual accounts on a “going concern”
MW to 280 MW (Cell Line) and Module line from 90 MW manual
basis.
line to 250 MW fully automated Module line. Your Company is
planning to expand its existing capacity further to 300 MW (Cell v) We have laid down internal financial controls for the
Line) and Module line to 500 MW from existing 250 MW. Company and that such internal financial controls are
adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
Maintaining high standards of Corporate Governance has vi) We have devised proper systems to ensure compliance
been fundamental to the business of the Company since its with the provisions of all applicable laws and such systems
inception. A separate report on Corporate Governance along were adequate and operating effectively
with a certificate from the Auditors of the Company regarding ACKNOWLEDGEMENTS
Compliance of Conditions of Corporate Governance as stipulated The directors place on record their deep appreciation to
under Listing Regulations is annexed in Annexure-E, which employees at all levels for their hard work, dedication and
forms part of this report. A certificate of CFO of the Company commitment towards their duty leading to cordial industrial
in terms of Listing Regulations, inter alia, confirming the relations.
correctness of financial statements and cash flow statements,
adequacy of internal control measures is also annexed. The Board places on record its appreciation for the support
and co-operation the Company has been receiving from its
The extract of annual return in Form MGT-9 as required suppliers, distributors, retailers, business partners and others
under section 92(3) of the Companies Act and Rule 12 of the associated with it as its trading partners. The Company looks
companies (Management and Administration) Rules, 2014 is upon them as partners in its progress and has shared with them
appended as an Annexure to this Annual Report. the rewards of the growth.
SEXUAL HARASSMENT AT WORKPLACE The Board of Directors take this opportunity to place on record
Your Company has in place a formal policy for the prevention of its deep sense of gratitude for the continued support, assistance
sexual harassment of its employees at the workplace. During and co-operation received from the all the shareholder,
the year, there were no cases filed pursuant to the Sexual Customers, Vendors, Government Authorities and Banks.
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
ii) We have selected such accounting policies and applied Date : 31st August, 2018
them consistently and made judgments and estimates that Place : Kolkata
The Members, (v) The following Regulations and Guidelines prescribed under the
WEBSOL ENERGY SYSTEM LIMITED Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
Plot No. 849, Block P 48 Pramatha Choudhary Sarani
(a) The Securities and Exchange Board of India (Substantial
2nd Floor New Alipore , Kolkata
Acquisition of Shares and Takeovers) Regulations, 2011;
We have conducted the secretarial audit of the compliance (b) The Securities and Exchange Board of India (Prohibition
of applicable statutory provisions and the adherence to of Insider Trading) Regulations, 1992;
good corporate practices by Websol Energy System Limited
(c) The Securities and Exchange Board of India (Issue of
(hereinafter called “the Company”). Secretarial Audit was
Capital and Disclosure Requirements) Regulations,
conducted in a manner that provided us a reasonable basis for
2009;
evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon. (d) The Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase
Based on our verification of the books, papers, minute books,
Scheme) Guidelines, 1999;
forms and returns filed and other records maintained by the
Company and also the information provided by the Company, (e) The Securities and Exchange Board of India (Issue and
its officers, agents and authorized representatives during the Listing of Debt Securities) Regulations, 2008;
conduct of secretarial audit, We hereby report that in our opinion, (f) The Securities and Exchange Board of India (Registrars
the Company has, during the audit period covering the financial to an Issue and Share Transfer Agents) Regulations,
year ended on 31st March, 2018 complied with the statutory 1993 regarding the Companies Act and dealing with
provisions listed hereunder and also that the Company has client;
proper Board-processes and compliance-mechanism in place
to the extent, in the manner and subject to the reporting made (g) The Securities and Exchange Board of India (Delisting
hereinafter: of Equity Shares) Regulations, 2009; and
We have examined the books, papers, minute books, forms and (h) The Securities and Exchange Board of India (Buyback
returns filed and other records maintained by Websol Energy of Securities) Regulations, 1998;
System Limited for the financial year ended on 31st March, (i) The Securities and Exchange Board of India (Listing
2018 according to the provisions of: Obligation and Disclosure Requirements) Regulations,
(i) The Companies Act, 2013 (the Act) and the rules made 2015.
there under; (vi) We further report that after considering the compliance
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) system prevailing in the Company, and after carrying out test
and the rules made there under; checks of the relevant records and documents maintained
by the Company, it has complied with the following laws
(iii) The Depositories Act, 1996 and the Regulations and Bye- that are applicable specifically to the Company :
laws framed there under;
(a) Information Technology Act, 2000 and the rules made
(iv) Foreign Exchange Management Act, 1999 and the rules there under,
and regulations made there under to the extent of Foreign
Direct Investment, Overseas Direct Investment and External (b) Special Economic Zone Act, 2005 and rules made there
Commercial Borrowings; under
30 STATUTORY SECTION
(c) Pollution Prevention Act the Board of Directors that took place during the period under review
were carried out in compliance with the provisions of the Act.
(d) Clean Water Act
Adequate notice is given to all directors to schedule the Board
(e) Clean Air Act
Meetings which were sent at least seven days in advance,
(f) Noise Control Act agenda and detailed notes on agenda were sent in advance, and
(g) National Renewable Energy Act, 2015 etc a system exists for seeking and obtaining further information
We have also examined compliance with the applicable clauses and clarifications on the agenda items before the meeting and
of the following: for meaningful participation at the meeting.
(i) Secretarial Standards issued by The Institute of Company Majority decisions is carried through at the Meetings of the
Secretaries of India, in respect to Board Meetings & General Board and Committees and the dissenting members’ views,
Meetings. if any, are captured and recorded as part of the minutes of
respective meetings.
(ii) The Listing Agreement entered into by the Company with
National Stock Exchange of India Limited as well as with We further report that there are adequate systems and
BSE Ltd. processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance
During the period under review the Company has complied with applicable laws, rules, regulations and guidelines.
with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above expect to the extent as We further report that during the audit period the Company has
mentioned below: issued 47,02,667 equity shares in lieu of conversion of FCCB’s
and no other specific event has happened and / or no other
1. The Nomination & Remuneration Committee is not properly action has been taken by the Company having a major bearing
constituted. on the Company’s affairs in pursuance of the above referred
We further report that: laws, rules, regulations, guidelines, standards, etc. referred to
The Board of Directors of the Company is duly constituted with above.
proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of
Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
(to the Secretarial Audit Report of Websol Energy System Limited for the FYE March 31,2018)
To,
The Members
M/s Websol Energy System Limited
Plot No. 849, Block P 48 Pramatha Choudhary Sarani
2nd Floor New Alipore , Kolkata
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the Company.
32 STATUTORY SECTION
ANNEXURE - B
(a) Technology Imported The technology to manufacture Solar Photovoltaic Cells and
Modules has been imported from Helios Technology, Italy.
(b) Year of Import 1994-1995.
(c) Has technology been fully absorbed Yes, fully absorbed.
(d) If not fully absorbed, areas where this has not taken place, Not Applicable.
reasons therefore and future plan of action.
(i) C. I. F. value of import of Raw Materials, Components, Spare parts and Capital Goods 14990.58 19069.39
VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
I. Category-wise Share Holding
Category of Shareholders No. of Shares held at the beginning of the No. of Shares held at the end of the year %
year[As on 31-March-2017] [As on 31-March-2018] Change
Demat Physical Total % of total Demat Physical Total % of during
shares total the year
shares
A. Promoters
(1) Indian
a) Individual/ HUF 1329748 - 1329748 6.05% 19,29,748 - 1929748 7.23% 1.18%
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 5519674 - 5519674 25.12% 55,19,674 - 5519674 20.69% -4.43%
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Total shareholding of Promoter (A) 6849422 - 6849422 31.17% 7449422 - 7449422 27.93% -3.25%
34 STATUTORY SECTION
I. Category-wise Share Holding (Contd.)
Category of Shareholders No. of Shares held at the beginning of the No. of Shares held at the end of the year %
year[As on 31-March-2017] [As on 31-March-2018] Change
Demat Physical Total % of total Demat Physical Total % of during
shares total the year
shares
B. Public Shareholding
1. Institutions
a) Mutual Funds - 7600 7600 0.03% - 7600 7600 0.03% -0.01%
b) Banks / FI 1055590 - 1055590 4.80% 132735 - 132735 0.50% -4.31%
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs 1286420 - 1286420 5.85% 319898 - 319898 1.20% -4.66%
h) Foreign Venture Capital - - - - - - - - -
Funds
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- 2342010 7600 2349610 10.69% 452633 7,600.00 460233 1.73% -8.97%
2. Non-Institutions
a) Bodies Corp.
i) Indian 5734242 8500 5742742 26.14% 6908516 0 6908516 25.90% -0.24%
ii) Overseas - 600000 600000 2.73% - - -2.73%
b) Individuals
i) Individual shareholders 2861897 366812 3228709 14.69% 9984529 347812 10332341 38.73% 24.04%
holding nominal share capital
upto H1 lakh
ii) Individual shareholders 1756645 - 1756645 7.99% 1525221 - 1525221 5.72% -2.28%
holding nominal share capital
in excess of H1 lakh
c) Director Relation 1329748 - 1329748 6.05% - - - - -6.05%
c) Others (specify)
Non Resident Indians 116190 - 116190 0.53% - - - - -0.53%
Overseas Corporate Bodies - - - 0.00% - - - - -
Foreign Nationals - - - 0.00% - - - - -
Clearing Members - - - 0.00% - - - - -
Trusts - - - 0.00% - - - - -
Foreign Bodies - D R - - - 0.00% - - - - -
Sub-total (B)(2):- 11798722 975312 12774034 58.13% 18418266 347812 18766078 70.35% 12.21%
Total Public Shareholding (B)=(B) 14140732 982912 15123644 68.83% 18870899 355412 19226311 72.07% 3.25%
(1)+ (B)(2)
C. Shares held by Custodian for - - - - - - - - -
GDRs & ADRs
Grand Total (A+B+C) 20990154 982912 21973066 100.00% 26320321 355412 26675733 100.00% -
*Negative change in shareholding is for the reason of issue of equity shares to FCCB holders. There were no sale of shares by the
promoters of the Company. Mr. S.L. Agarwal has bought 6 lakh equity shares of the Company during the year.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)
Name of the Shareholders Shareholding at the Cumulative Shareholding
beginning of the year during the year
No. of Shares % of total No. of Shares % of total
shares of the shares of the
Company Company
GARNET INTERNATIONAL LIMITED (1st DP)
Date Reason
At the beginning of the year - -
28-Apr-17 BUY 119342 0.45 119342 0.45
05-May-17 BUY 43464 0.16 162806 0.61
12-May-17 SELL (132000) (0.49) 30806 0.12
19-May-17 SELL (1422) (0.01) 29384 0.11
26-May-17 BUY 45616 0.17 75000 0.28
16-Jun-17 SELL (75000) (0.28) - -
21-Jul-17 BUY 736180 2.76 736180 2.76
28-Jul-17 SELL (109993) (0.41) 626187 2.35
04-Aug-17 SELL (39856) (0.15) 586331 2.20
18-Aug-17 SELL (57000) (0.21) 529331 1.98
25-Aug-17 BUY 113690 0.43 643021 2.41
01-Sep-17 SELL (251882) (0.94) 391139 1.47
08-Sep-17 SELL (375000) (1.41) 16139 0.06
36 STATUTORY SECTION
Name of the Shareholders Shareholding at the Cumulative Shareholding
beginning of the year during the year
No. of Shares % of total No. of Shares % of total
shares of the shares of the
Company Company
15-Sep-17 SELL (16139) (0.06) - -
03-Nov-17 BUY 8371 0.03 8371 0.03
01-Dec-17 BUY 2820 0.01 11191 0.04
30-Dec-17 SELL (3414) (0.01) 7777 0.03
19-Jan-18 BUY 324 0.00 8101 0.03
31-Mar-18 BUY 2162510 8.11 2170611 8.14
Closing Balance: 2170611 8.14
RADISON TIEUP PRIVATE LIMITED
Date Reason
At the beginning of the year 630865 2.36
13-Oct-17 SELL (1000) (0.00) 629865 2.36
22-Dec-17 SELL (1000) (0.00) 628865 2.36
30-Dec-17 SELL (4000) (0.01) 624865 2.34
05-Jan-18 SELL (5000) (0.02) 619865 2.32
Closing Balance: 619865 2.32
GARNET INTERNATIONAL LIMITED (2nd DP)
Date Reason
At the beginning of the year - -
04-Aug-17 BUY 64617 0.24 64617 0.24
25-Aug-17 SELL (40000) (0.15) 24617 0.09
15-Sep-17 BUY 500 0.00 25117 0.09
27-Oct-17 SELL (25117) (0.09) 0 0.00
23-Mar-18 BUY 357903 1.34 357903 1.34
Closing Balance: 357903 357903 1.34
GOLDMAN SACHS INVESTMENTS (MAURITIUS) I
LIMITED
Date Reason
At the beginning of the year 319848 1.20
Closing Balance: 319848 1.20
NO CHANGE DURING THE PERIOD
EDELWEISS CUSTODIAL SERVICES LTD
Date Reason
At the beginning of the year - -
07-Apr-17 BUY 21265 0.08 21265 0.08
14-Apr-17 SELL (3125) (0.01) 18140 0.07
19-May-17 SELL (2378) (0.01) 15762 0.06
26-May-17 SELL (314) (0.00) 15448 0.06
02-Jun-17 BUY 20837 0.08 36285 0.14
07-Jul-17 BUY 13922 0.05 50207 0.19
01-Sep-17 BUY 6171 0.02 56378 0.21
06-Oct-17 BUY 6379 0.02 62757 0.24
38 STATUTORY SECTION
Name of the Shareholders Shareholding at the Cumulative Shareholding
beginning of the year during the year
No. of Shares % of total No. of Shares % of total
shares of the shares of the
Company Company
14-Apr-17 BUY 115700 0.43 122450 0.46
21-Apr-17 BUY 12809 0.05 135259 0.51
28-Apr-17 BUY 35478 0.13 170737 0.64
05-May-17 SELL (4191) (0.02) 166546 0.62
12-May-17 SELL (4007) (0.02) 162539 0.61
19-May-17 BUY 49226 0.18 211765 0.79
26-May-17 BUY 35373 0.13 247138 0.93
02-Jun-17 SELL (49) (0.00) 247089 0.93
09-Jun-17 BUY 13363 0.05 260452 0.98
16-Jun-17 SELL (11791) (0.04) 248661 0.93
23-Jun-17 SELL (48214) (0.18) 200447 0.75
30-Jun-17 SELL (750) (0.00) 199697 0.75
07-Jul-17 SELL (8165) (0.03) 191532 0.72
14-Jul-17 BUY 280 0.00 191812 0.72
21-Jul-17 SELL (1895) (0.01) 189917 0.71
28-Jul-17 BUY 4440 0.02 194357 0.73
04-Aug-17 BUY 6900 0.03 201257 0.75
11-Aug-17 BUY 6409 0.02 207666 0.78
18-Aug-17 SELL (12330) (0.05) 195336 0.73
25-Aug-17 SELL (2075) (0.01) 193261 0.72
01-Sep-17 BUY 4521 0.02 197782 0.74
08-Sep-17 SELL (2300) (0.01) 195482 0.73
15-Sep-17 SELL (4110) (0.02) 191372 0.72
22-Sep-17 SELL (96070) (0.36) 95302 0.36
30-Sep-17 SELL (10619) (0.04) 84683 0.32
06-Oct-17 BUY 5522 0.02 90205 0.34
13-Oct-17 SELL (2335) (0.01) 87870 0.33
20-Oct-17 BUY 6803 0.03 94673 0.35
27-Oct-17 SELL (12929) (0.05) 81744 0.31
10-Nov-17 SELL (7197) (0.03) 74547 0.28
03-Nov-17 SELL (3400) (0.01) 71147 0.27
17-Nov-17 BUY 7272 0.03 78419 0.29
24-Nov-17 SELL (3355) (0.01) 75064 0.28
01-Dec-17 BUY 5580 0.02 80644 0.30
08-Dec-17 BUY 18887 0.07 99531 0.37
15-Dec-17 SELL (20247) (0.08) 79284 0.30
22-Dec-17 SELL (50129) (0.19) 29155 0.11
30-Dec-17 BUY 19123 0.07 48278 0.18
05-Jan-18 BUY 131336 0.49 179614 0.67
12-Jan-18 BUY 21692 0.08 201306 0.75
19-Jan-18 BUY 21823 0.08 223129 0.84
40 STATUTORY SECTION
Name of the Shareholders Shareholding at the Cumulative Shareholding
beginning of the year during the year
No. of Shares % of total No. of Shares % of total
shares of the shares of the
Company Company
03-Nov-17 SELL (2700) (0.01) 29423 0.11
17-Nov-17 BUY 93856 0.35 123279 0.46
24-Nov-17 SELL (300) (0.00) 122979 0.46
01-Dec-17 BUY 34206 0.13 157185 0.59
08-Dec-17 BUY 93889 0.35 251074 0.94
15-Dec-17 SELL (132340) (0.50) 118734 0.45
22-Dec-17 SELL (32977) (0.12) 85757 0.32
30-Dec-17 BUY 106092 0.40 191849 0.72
05-Jan-18 BUY 138569 0.52 330418 1.24
11-Jan-18 SELL (22978) (0.09) 307440 1.15
19-Jan-18 BUY 57296 0.21 364736 1.37
26-Jan-18 SELL (87850) (0.33) 276886 1.04
02-Feb-18 BUY 2120 0.01 279006 1.05
09-Feb-18 BUY 42218 0.16 321224 1.20
16-Feb-18 BUY 10310 0.04 331534 1.24
23-Feb-18 SELL (34590) (0.13) 296944 1.11
02-Mar-18 BUY 218409 0.82 515353 1.93
09-Mar-18 SELL (35448) (0.13) 479905 1.80
16-Mar-18 SELL (287610) (1.08) 192295 0.72
31-Mar-18 SELL (54372) (0.20) 137923 0.52
Closing Balance: 137923 0.52
During the Year Promoter - Mr. Sohan Lal Agarwal has acquired 600000 Equity Shares of the Company on:-
Date No. of Shares
21.03.2018 100000
23.03.2018 100000
24.03.2018 100000
28.03.2018 300000
42 STATUTORY SECTION
B. Remuneration to other directors: (H in Lakhs)
Sl. Particulars of Remuneration Name of the Directors
No.
1 Independent Directors Mr. D. Sethia Mr. P. Kaushik
(a) Fee for attending board committee meetings 1.62 1.62
(b) Commission - -
(c) Others, please specify - -
Total (1) 1.62 1.62
2 Other Non Executive Directors NIL NIL
(a) Fee for attending board committee meetings - -
(b) Commission - -
(c) Others, please specify. - `
Total (2) -
Total (B)=(1+2) 1.62 1.62
Total Managerial Remuneration
Overall Cieling as per the Act.
* Mrs. Sima Jhunjhunwala who is whole time director of the Company is also given aditional responsibility of CFO of the Company
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year
2017-18:
b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in
the financial year 2017-18:
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary % increase in remuneration
in the financial year
Mr. S.L Agarwal 125%
Mrs. Sima Jhunjhunwala NIL
Mrs. Sweta Biyani NIL
c. The percentage increase in the median remuneration of employees in the Financial year: 7.5%
d. The number of permanent employees on the rolls of Company:409
e. The explanation of the relationship between the average increase in remuneration and Company performance:
On an average employee received an annual increase of 8%. Individual increase varied from 5 to 15%. The increase was in trend with
industry norms and individual employee’s appraisal was based on organizational performance apart from individual performance.
f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:
Aggregate remuneration of Key Managerial Personnel (KMP) in Financial Year 2017-18 (H in lakhs) 84.37
Revenue (H in lakhs) 18,327.25
Remuneration of KMPs (as % of revenue) 0.46%
Profit before Tax (PBT) (` lakhs) 264.34
Remuneration of KMP (as % of PBT) 31.92 %
g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and
previous financial year:
44 STATUTORY SECTION
h. Public offer:
i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for an increase in the managerial remuneration:
There was an average increase of 8% of salaries in the last financial year. There was the same percentage of increase in managerial
remuneration.
j. Comparison of each remuneration of the key managerial personnel against the performance of the Company
k. The key parameters for any variable component of remuneration availed by the directors: NA
l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration
in excess of the highest paid director during the year: NA
m. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
Sl. Name of the Category Attendance Number of Other Number of other Board Shareholding
No. Director Particulars Directorship(s) 1
Committee Membership / in the
Chairmanship 2 Company
Board Last Committee Committee
AGM Membership Chairmanship
1. Mr. S. L. Executive – Managing 5 Yes - - - 7.02%
Agarwal Director-Promoter
2. Mr. D.Sethia Non-Executive Director – 5 Yes - 2 2 NIL
Independent
3. Mr. Kaushik Non-Executive Director – 5 No - 2 - NIL
Independent
4. Mrs. Sima Whole Time Director & CFO 5 Yes - 2 - NIL
Jhunjhunwala
1
The other Directorships held by Directors, as mentioned above, does not include Alternate Directorships and Directorships in
foreign Companies, Companies registered under Section 8 of the Companies Act, 2013 and Private Limited Companies.
2
Memberships / Chairmanships of only the Audit Committees and Shareholders’ / Investors’ Grievance Committees in all Public
Limited Companies have been considered.
None of the directors are related to each other as per the and Senior Management have affirmed compliance of the said
provisions of the Act. Code of Conduct as of 31st March 2018. A declaration signed
by the CFO in this regard is annexed at the end of this report.
The Company has held at least one Board Meeting in every
three months and the maximum time gap between any two Independent Directors Meeting:
meetings was not more than four months as stipulated under The Independent Director met on 14th February 2018 without
the companies act and LODR Regulation 2015. the presence of Non-Independent Directors and members of
the Management. At this meeting, the IDs inter alia evaluated
Code of Conduct:
the performance of the Non-Independent Directors and the
The Company has framed Code of Conduct for the Directors
Board of Directors as a whole, evaluated the performance of
and Senior Management of the Company as per the provisions
the Chairman of the Board and discussed aspects relating to
of LODR Regulations. The Code of Conduct is displayed on the
the quality, quantity and timeliness of the flow of information
Website of the Company www.webelsolar.com. The Directors
between the Company, the Management and the Board.
46 STATUTORY SECTION
Board Independence: expertise. The Company Secretary of the Company acted as the
The Non-Executive Independent Directors fulfill the conditions Secretary to the Audit Committee.
of independence as laid down under Section 149 of the
The Audit Committee is entrusted with a review of quarterly and
Companies Act, 2013 and Rules made hereunder and meet the
annual financial statements before submission to the Board,
criteria laid down by SEBI (Listing Obligations and Disclosure
review of observations of auditors and to ensure compliance of
Requirements) Regulations, 2015.
internal control systems, authority for investigation and access
The appointment of the Independent Director is considered by to full information and external professional advice for the
the Remuneration Committee after taking into account skill, discharge of the functions delegated to the Committee by the
experience and standing in their respective field or profession. Board. The role of Audit Committee, inter alia, includes:
The Board thereafter considers the Committee’s decision and
(a) Review of the Company’s financial reporting process,
takes suitable action.
the financial statements, and financial/risk management
Every Independent director at the first meeting of the Board held policies;
every year provides a declaration regarding his independence
(b) Reviewing changes if any in accounting policies and
which is then taken into the record by the Company.
practices and reasons for the same;
3. AUDIT COMMITTEE: (c) Review of observations of auditors;
The terms of reference of the Audit Committee are as per the
(d) Review of the adequacy of the internal control systems ;
guidelines set out in the Listing Agreement with the Stock
Exchanges read with Section 117 of the Companies Act, 2013. (e) Discussions with the management and the external
Presently, the Committee Comprises of three members - one auditors, the audit plan for the financial year and joint post-
Executive Director i.e. Mrs. Sima Jhunjhunwala and two Non- audit review of the same.
Executive Directors viz. Mr. D. Sethia and Mr. P. Kaushik. All the
During the year under review, 04 (four) Audit Committee
members of the Audit Committee are financially literate and
meetings were held on 09.05.2017, 21.08.2017, 11.01.2018,
one member is accounting related/ financial management
14.02.2018.
4. NOMINATION AND REMUNERATION COMMITTEE: and recommend to the Board a policy, relating to the
Presently, the Committee Comprises of two members - Non- remuneration for the Directors, key managerial personnel
Executive Directors viz. Mr. D. Sethia and Mr. P. Kaushik. The and other employees.
Company Secretary of the Company acts as the Secretary to d) To formulate the criteria for evaluation of Independent
the Committee. Directors and the Board.
Following are the terms of reference of such Committee: e) To devise a policy on Board diversity.
a) To identify persons, who are qualified to become Directors f) To review and approve/recommend remuneration for the
and who may be appointed in senior management in Whole-Time Director designated as Chairman & Managing
accordance with the criteria laid down and to recommend Director of the Company.
to the Board their appointment and/ or removal.
g) To perform such functions as detailed in the Nomination
b) To carry out an evaluation of every Director’s performance and Remuneration Committee in accordance with Schedule
c) To formulate the criteria for determining qualifications, IV relating to Code for Independent Directors under the
positive attributes and independence of a Director, Companies Act, 2013.
Sl. Name of the Executive Designation Consolidated Perquisites & Company’s Contribution Total
No Director Salary Other Benefits towards Provident Fund
& Gratuity
1 Mr. S. L. Agarwal Managing Director & CEO 57.68 3.45 2.89 64.02
2 Mrs. Sima Jhunjhunwala Wholetime director 16.06 .91 1.30 18.28
b) Non-Executive Directors: The Non-Executive Directors are Company does not have any material pecuniary relationship
not paid any remuneration except sitting fees for attending the and transaction with its Non-Executive Directors. The details of
meetings of the Board of Directors and Committee thereof. The sitting fees paid / payable and shares held by the Non-Executive
sitting fees paid / payable to the Non-Executive Directors is Directors during the financial year 2017-18 are given below:
within the limits prescribed by the Companies Act, 2013. The
Sl. Name of the Non-Executive Director Sitting Fees (H) Shareholding in the Company
No.
1 Mr. P. Kaushik 162,000 Nil
2 Mr. D. Sethia 162,000 Nil
During the year under review, 05 (Five) Nomination and Issue of duplicate share certificates
Remuneration Committee meetings were held on 09.05.2017, Dematerialization /Rematerialization of shares
21.08.2017, 08.12.2017, 11.01.2018, and 14.02.2018
Any other matter(s) arising out of and incidental to these
5. SHARE TRANSFER COMMITTEE: functions and such other acts assigned by the Board
Presently, the Committee Comprises of three members - one 6. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Executive Director i.e. Mr. S.L. Agarwal and two Non-Executive Presently, the Committee Comprises of three members - Non-
Directors viz. Mr. D. Sethia and Mr. P. Kaushik. The Company Executive Director viz. Mr. D. Sethia and Mr. P. Kaushik and
Secretary of the Company acts as the Secretary to the Mrs. Sima Jhunjhunwala Executive Director and CFO of the
Committee. Company. The Company Secretary of the Company acts as the
The functions of the Committee include: Secretary to the Committee.
Disposal of old stationeries of dividend warrants, among others Any other matters(s) arising out of and incidental to these
functions and such other acts assigned by the Board
48 STATUTORY SECTION
During the year under review, 05 (five) Stakeholders Relationship During the financial year ended 31st March 2018, the committee
Committee meetings were held on 09.05.2017, 21.08.2017, met twice on09.05.2017 and14.02.2018
08.12.2017, 11.01.2018, and 14.02.2018
Investor Grievance Redressal:
7. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: During the year under review, 04 nos. of Investors complaints/
Presently the committee comprises of three directors viz; queries were received and no complaints/queries were pending
Dharmendra Sethia, Sima Jhunjhunwala and Prateek Kaushik. as on 31.03.2018.
The role of CSR Committee includes formulating and Officer Mrs. Sweta Biyani, Company Secretary & Compliance
recommending to the Board the CSR Policy and activities to Officer. Address for correspondence- Websol Energy System
be undertaken by the Company, recommending the amount of Limited 48, Pramatha Choudhry Sarani, Plot No.849 Block- P
expenditure to be incurred on CSR activities of the Company, 2nd Floor, New Alipore Kolkata – 700 053 Telephone No.: +91-
reviewing the performance of the Company in the area of CSR. 33-2400 0419 Fax No. : +91-33-2400 0375 Email: investors@
webelsolar.com.
Financial Year Ended Date Time Venue Whether any Special Resolution Passed
31.03.2015 30.09.2015 10.00 A.M Webel Bhavan, NO
Block EP & GP, Sector V,
Salt Lake Electronics Complex,
Kolkata – 700 091
31.03.2016 30.09.2016 10.00 A.M Webel Bhavan, NO
Block EP & GP, Sector V,
Salt Lake Electronics Complex,
Kolkata – 700 091
31.03.2017 23.09.2017 10.00 A.M Webel Bhavan, NO
Block EP & GP, Sector V,
Salt Lake Electronics Complex,
Kolkata – 700 091
None of the business proposed to be transacted in the ensuing Annual General Meeting requires passing Special Resolution through
E-voting.
b) No Special Resolutions was passed during the financial of members is drawn to the disclosure of transactions with
year 2017-18 through Postal Ballot under Sections 108 and the related parties set out in Note No.38, forming part of the
110 and other applicable provisions of the Act read together Annual Report.
with Rules 20 and 22 of the Companies (Management and
b. Details of non-compliance by the Company, penalties,
Administration) Rules, 2014 (as amended), Secretarial
strictures imposed on the Company by Stock Exchanges
Standard 2 on General Meetings and the Listing Regulations.
or Securities and Exchange Board of India or any Statutory
Authority, on any matter related to the capital markets,
9. DISCLOSURES
during the last three years.
a. Disclosures on materially significant related party
The Company has complied with various rules and
transactions i. e. transactions of the Company of
regulations prescribed by the Stock Exchange, Securities
material nature, with its promoters, the Directors or the
and Exchange Board of India or any other Statutory
management, their subsidiaries or relatives, etc. that may
Authority related to the capital markets during the last three
have potential conflict with the interests of the Company
years. No penalty or strictures have been imposed by them
at large.
on the Company.
None of the transactions with any of the related parties were
in conflict with the interest of the Company. The attention
50 STATUTORY SECTION
in the Newspapers viz. Business Standard / HT Mint BSE and NSE is a single source to view information
and Arthik Lipi in Bengali (local) language. The results filed by listed companies. The investors can view the
are also posted on the website of the Company www. details of corporate filings by the Company by logging
webelsolar.com. The Annual Report is circulated to on the website www.corpfiling.co.in
members and is displayed on the Company’s website.
(c) The Company has designated the following
(b) The Corporate Filing Dissemination System (CFDS) email-id exclusively for investor servicing:
portal jointly owned, managed and maintained by the [email protected]
b) Financial calendar
Financial year: April 01, 2017 to March 31, 2018
The tentative dates of the Board meetings for consideration of Quarterly and Annual financial results for the financial year 2017-18
are as follows:
52 STATUTORY SECTION
j) Dematerialization of shares and Liquidity
Trading in the Company’s shares is permitted only in dematerialized form for all investors. The Company has established connectivity
with National Securities Depository Limited and Central Depository Services (India) Limited through the Registrars, R & D Infotech
Pvt. Limited, whereby the investors have the option to dematerialize their shareholdings in the Company.
We, the undersigned, in our respective capacity as Managing Director and Chief Financial Officer of Websol Energy System Limited,
to the best of our knowledge and belief hereby certify that:
1. We have reviewed financial statements and the cash flow statements for the financial year ended 31st March 2018 and to the
best of our knowledge:
i) these+ statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
2. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the
year, which are fraudulent, illegal or violative of the Company’s code of conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the
Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, and steps taken or proposed
to be taken to rectify these deficiencies.
4. We have indicated, based on our most recent evaluation, to the Auditors and the Audit Committee:
i) That there have not been significant changes in internal control over financial reporting during the financial year ;
ii) That there have not been significant changes in accounting policies during the year and that the same have been disclosed
in the notes to the financial statements; and
iii) That during the year under review, we are not aware of any instances of significant fraud and the involvement therein, of the
management or an employee having a significant role in the Company’s internal control system over financial reporting.
54 STATUTORY SECTION
AUDITORS CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS
OF CORPORATE GOVERNANCE
CODE UNDER (LODR) REGULATIONS, 2015
To
The Members of
Websol Energy Systems Limited
We have examined the compliance of conditions of corporate governance by WEBSOL ENERGY SYSTEMS LIMITED for the year
ended 31st March, 2018, as stipulated in the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015.
Management’s Responsibility
The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the
design, implementation and maintenance of internal control and procedures to ensure compliance with the conditions of the
Corporate Governance stipulated in the Listing Regulations.
Auditor’s Responsibility
Our examination has been limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the
compliance of the conditions of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
Opinion
In our opinion and to the best of our information and according to the explanations given to us and the representation made by
the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as
stipulated in SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
T. More
Place: Kolkata Proprietor
Dated, the 11th day of June, 2018 Membership No. 301569
REPORT ON THE FINANCIAL STATEMENTS We conducted our audit in accordance with the Standards on
We have audited the accompanying financial statements of auditing specified under Section 143(10) of the Act. Those
Websol Energy System Limited (‘the Company’), which comprise Standards require that we comply with ethical requirements
the Balance Sheet as at March 31, 2018, the Statement of Profit and plan and perform the audit to obtain reasonable assurance
and Loss and the Cash Flow Statement for the year then ended, about whether the financial statements are free from material
and a summary of the significant accounting policies and other misstatement.
explanatory information.
An audit involves performing procedures to obtain audit
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL evidence about the amounts and the disclosures in the
STATEMENTS financial statements. The procedures selected depend on the
The Company’s Board of Directors is responsible for the matters auditors’ judgment, including the assessment of the risks of
stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) material misstatement of the financial statements, whether
with respect to the preparation of these financial statements due to fraud or error. In making those risk assessments, the
that give a true and fair view of the financial position, financial auditor considers internal financial control relevant to the
performance and cash flows of the Company in accordance Company’s preparation of the financial statements that give
with the accounting principles generally accepted in India, a true and fair view in order to design audit procedures that
including the Accounting Standards specified under Section are appropriate in the circumstances. An audit also includes
133 of the Act, as applicable. This responsibility also includes evaluating the appropriateness of the accounting policies used
maintenance of adequate accounting records in accordance and the reasonableness of the accounting estimates made
with the provisions of the Act for safeguarding the assets of by the Company’s Directors, as well as evaluating the overall
the Company and for preventing and detecting frauds and other presentation of the financial statements.
irregularities; selection and application of appropriate accounting We believe that the audit evidence we have obtained is sufficient
policies; making judgments and estimates that are reasonable and appropriate to provide a basis for our audit opinion on the
and prudent; and design, implementation and maintenance financial statements.
of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the EMPHASIS OF MATTERS
accounting records, relevant to the preparation and presentation We draw attention to the matter that the confirmations in
of these financial statements that give a true and fair view and respect of balances of Sundry Debtors, Sundry Creditors and
are free from material misstatement, whether due to fraud or Advances from and to various parties have not been received in
error. all cases. However, we do not modify our opinion on this matter.
56 FINANCIAL STATEMENTS
REPORT ON OTHER LEGAL AND REGULATORY opinion and to the best of our information and according to
REQUIREMENTS the explanations given to us:
1. As required by Section 143(3) of the Act, we report that:
i) The Company has disclosed the impact of pending
(a) We have sought and obtained all the information and litigations on its financial position in its financial
explanations which to the best of our knowledge and belief statements. (Refer Note 37)
were necessary for the purposes of our audit.
ii) The Company has made provision in its financial
(b) In our opinion, proper books of account as required by law statements, as required under the applicable law or
relating to the preparation of the financial statements have accounting standards, for material foreseeable losses,
been kept by the Company so far as it appears from our if any, on long term contracts including derivative
examination of those books. contracts;
(c) The Balance Sheet, the Statement of Profit and Loss and iii) The Company has transferred to the Investor Education
the Cash Flow Statement dealt with by this Report are in and Protection Fund (IEPF), the following amounts,
agreement with the books of account maintained for the which was required to be transferred :
purpose of preparation of these financial statements.
Description H In Lakhs Transferred on
(d) In our opinion, the aforesaid financial statements comply Unclaimed Dividend 2.67 22 – 05 – 2017
with the Accounting Standards specified under Section 133 Unclaimed Dividend 2.93 22 – 05 - 2017
of the Act, as applicable.
2. As required by the Companies (Auditor’s Report) Order,
(e) On the basis of the written representations received from 2016 (‘the Order’) issued by the Central Government in
the Directors as on March 31, 2018, taken on record by the terms of Section 143(11) of the Act, we give in ‘Annexure B’
Board of Directors, none of the Directors is disqualified, as a statement on the matters specified in paragraphs 3 and 4
on March 31, 2018, from being appointed as a Director in of the Order.
terms of Section 164 (2) of the Act.
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (‘the Act’)
We have audited the internal financial controls over financial Our audit involves performing procedures to obtain audit
reporting of Websol Energy System Limited (‘the Company’) as evidence about the adequacy of the internal financial controls
of March 31, 2018 in conjunction with our audit of the financial system over financial reporting and their operating effectiveness.
statements of the Company for the year ended and as on that Our audit of internal financial controls over financial reporting
date. included obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that may
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL cause material weakness and testing and evaluating the design
FINANCIAL CONTROLS and operating effectiveness of internal control based on the
The Company’s management is responsible for establishing assessed risk. The procedures selected depend on the auditors’
and maintaining internal financial controls based on the internal judgment, including the assessment of the risks of material
control over financial reporting criteria established by the misstatement of the financial statements, whether due to fraud
Company considering the essential components of internal or error.
control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of We believe that the audit evidence we have obtained is sufficient
Chartered Accountants of India (the ‘Guidance Note’). These and appropriate to provide a basis for our audit opinion on the
responsibilities include the design, implementation and Company’s internal financial controls system over financial
maintenance of adequate internal financial controls that were reporting.
operating effectively for ensuring the orderly and efficient
MEANING OF INTERNAL FINANCIAL CONTROLS OVER
conduct of its business, including adherence to Company’s
FINANCIAL REPORTING
policies, the safeguarding of its assets, the prevention and
A Company’s internal financial control over financial reporting is
detection of frauds and errors, the accuracy and completeness
a process designed to provide reasonable assurance regarding
of the accounting records, and the timely preparation of reliable
the reliability of financial reporting and the preparation of
financial information, as required under the Act.
financial statements for external purposes in accordance with
AUDITORS’ RESPONSIBILITY generally accepted accounting principles. A Company’s internal
Our responsibility is to express an opinion on the Company’s financial control over financial reporting includes those policies
internal financial controls over financial reporting based on our and procedures that :
audit. We conducted our audit in accordance with the Standards (1) pertain to the maintenance of records that, in reasonable
on Auditing prescribed under Section 143(10) of the Act and the detail, accurately and fairly reflect the transactions and
Guidance Note, to the extent applicable to an audit of internal dispositions of the assets of the Company;
financial controls. Those Standards and the Guidance Note
(2) provide reasonable assurance that transactions are
require that we comply with the ethical requirements and plan
recorded as necessary to permit preparation of financial
and perform the audit to obtain reasonable assurance about
statements in accordance with generally accepted
whether adequate internal financial controls over financial
accounting principles, and that receipts and expenditures
reporting was established and maintained and if such controls
of the Company are being made only in accordance
operated effectively in all material respects.
58 FINANCIAL STATEMENTS
with authorizations of management and directors of the OPINION
Company; and In our opinion, to the best of our information and according to
the explanations given to us, the Company has, in all material
(3) provide reasonable assurance regarding prevention
respects, an adequate internal financial controls system over
or timely detection of unauthorized acquisition, use or
financial reporting and such internal financial controls over
disposition of the Company’s assets that could have a
financial reporting were operating effectively as at March 31,
material effect on the financial statements.
2018, based on the internal control over financial reporting
INHERENT LIMITATIONS OF INTERNAL FINANCIAL criteria established by the Company considering the essential
CONTROLS OVER FINANCIAL REPORTING components of internal control stated in the Guidance Note.
Because of the inherent limitations of internal financial controls
over financial reporting, including the possibility of collusion For T. MORE & CO.
or improper management override of controls, material Chartered Accountants
misstatements due to error or fraud may occur and not be Firm Regn. No.327844E
detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods TANISHA MORE
are subject to the risk that the internal financial controls over Proprietor
financial reporting may become inadequate because of changes C.A. Membership No. 301569
in conditions, or that the degree of compliance with the policies
Place : Kolkata
or procedures may deteriorate.
Date : the 11th June, 2018
Report on Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government in terms of Section 143(11)
of the Companies Act, 2013 (‘the Act’) of Websol Energy System Limited (‘the Company’)
1. In respect of the Company’s fixed assets: 5. The Company has not accepted deposits during the year
(a) The records maintained by the Company are under report and does not have any unclaimed deposits
incomplete and currently being updated to show full as at March 31, 2018 and therefore, the provisions of the
particulars, including quantitative details and situation clause 3 (v) of the Order are not applicable to the Company.
of fixed assets.
6. Reporting under clause 3(vi) of the Order is not applicable
(b) The fixed assets were physically verified during the as the Company’s business activities are not covered by
year by the Management in accordance with a regular the Companies (Cost Records and Audit) Rules, 2014 as
programme of verification which, in our opinion, amended by the Companies (Cost Records and Audit)
provides for physical verification of all the fixed assets Amendment Rules, 2014 dated December 31, 2014.
at reasonable intervals. According to the information
7. According to the information and explanations given to us,
and explanations given to us, the discrepancies, if any,
in respect of statutory dues:
between the book records and physical verification can
be determined on updation of the book records. (a) The Company has made delayed deposits with
appropriate authorities, the amount deducted/accrued
(c) According to the information and explanations given
in the books of accounts in respect of undisputed
to us and the records examined by us and based on
statutory dues including Provident Fund, Employees
the examination of the relevant records provided to us,
State Insurance, Income-tax, Sales-tax, Wealth Tax,
we report that, the Land as mentioned in the Financial
Service Tax, duty of Customs, duty of Excise, Value
Statements is leasehold Land and the Lease agreement
Added Tax, Cess and other statutory dues as applicable
is in the name of the Company.
to it.
2. As explained to us, the inventories were physically verified
(b) As per the information and explanations given to us
during the year by the Management at reasonable intervals
the following undisputed amounts in respect of the
and discrepancies noticed on such physical verification
above mentioned statutory dues were outstanding as
were not material and those immaterial discrepancies have
at March 31, 2018 for a period of more than six months
been properly dealt with in the books of account.
from the date they became payable:
3. The Company has not granted any loans, secured or
Name of Statute Nature of Dues Amount
unsecured, to companies, firms, limited liability partnerships (H In Lakhs)
or other parties covered in the register maintained under
Delhi Value Added Delhi Value Added 51.76
Section 189 of the Act. Tax Act, 2004 Tax
4. In our opinion and according to the information and Finance Act, 1994 Service Tax and 00.18
Works Contract
explanations given to us, the Company has complied with Service Tax at Delhi
the provisions of Sections 185 and 186 of the Act in respect
of grant of loans, making investments and providing
guarantees and securities, as applicable.
60 FINANCIAL STATEMENTS
(c) Details of statutory dues which have not been deposited as at March 31, 2018 on account of dispute are given below:
8. The Company had Foreign Currency Convertible Bonds for all transactions with the related parties and the details
(“FCCBs”) amounting to US$ 12.00 million, out of which of related party transactions, if any, have been disclosed
FCCBs of the value US$ 6.43 million has been converted in the financial statements as required by the applicable
into 47,02,667 Equity Shares of the Company during the accounting standards.
year under report as per the rates approved by regulators
14. During the year, the Company has not made any preferential
and shareholders.
allotment or private placement of shares or fully or partly
The Company did not have any borrowing from financial convertible debentures and hence reporting under clause
institutions or Government. 3(xiv) of the Order is not applicable to the Company.
9. The Company has not raised money by way of initial public 15. In our opinion and according to the information and
offer or further public offer (including debt instruments) or explanations given to us, during the year the Company
term loans and hence reporting under clause 3 (ix) of the has not entered into any non-cash transactions with its
Order is not applicable. Directors or persons connected to its Directors and hence
provisions of Section 192 of the Act are not applicable.
10. To the best of our knowledge and according to the
information and explanations given to us, no fraud by the 16. The Company is not required to be registered under Section
Company and no fraud on the Company by its officers or 45-IA of the Reserve Bank of India Act, 1934.
employees has been noticed or reported during the year.
12. The Company is not a Nidhi Company and hence reporting TANISHA MORE
under clause 3(xii) of the Order is not applicable. Proprietor
C.A. Membership No. 301569
13. In our opinion and according to the information and
explanations given to us the Company is in compliance Place : Kolkata
with Section 177 and 188 of the Act, wherever applicable, Date : the 11th June, 2018
As per our report of even date attached. For and on behalf of the Board of Directors of
For T. More & Co Websol Energy Systems Limited
Chartered Accountants
Firm’s Registration No. - 327844E
S.L.Agarwal Sima Jhunjhunwala
(CA. Tanisha More) Managing Director Chief Financial Officer and
Proprietor DIN No. 00189898 Whole Time Director
Membership No. 301569 DIN No. 07264006
Sweta Biyani
Place of Signature: Kolkata Company Secretary
Date: 11th June, 2018 Membership No. : ACS22218
62 FINANCIAL STATEMENTS
Statement of Profit and Loss for the year ended 31st March, 2018 (H in Lakhs)
Particulars Note Year ended Year ended
No. 31st March, 2018 31st March, 2017
I. Revenue from operations 24 18,327.25 29,608.04
II. Other income 25 1,018.29 7,700.58
III. Total income (I+II) 19,345.54 37,308.62
IV. Expenses:
Cost of materials consumed 26 13,771.32 20,878.26
Stores and spares consumed 27 854.21 1,265.94
Changes in inventories of finished goods and work-in-progress 28 (755.48) 1,082.35
Power and fuel consumption 29 1,133.58 1,087.85
Employee benefits expense 30 876.80 785.98
Finance costs 31 855.89 469.85
Depreciation and amortization expense 32 1,639.32 1,514.92
Other expenses 33 786.50 1,689.62
Total expense (IV) 19,162.14 28,774.77
V. Profit before exceptional items and tax (III-IV) 183.40 8,533.85
VI. Exceptional items 34 (80.94) 647.75
VII. Profit before tax (V-VI) 264.34 7,886.10
VIII. Tax expense 35
Current tax 52.38 278.73
Deferred tax (51.42) (266.69)
Tax expense 0.96 12.04
IX. Profit for the year (VII-VIII) 263.38 7,874.06
X. Other comprehensive income - -
XI. Total comprehensive income for the year (IX + X) 263.38 7,874.06
XII. Earnings per equity share 36
(Nominal value per share H 10/-)
Basic (H) 1.06 35.84
Diluted (H) 0.75 22.41
As per our report of even date attached. For and on behalf of the Board of Directors of
Websol Energy Systems Limited
For T. More & Co
Chartered Accountants
Firm’s Registration No. - 327844E
S.L.Agarwal Sima Jhunjhunwala
(CA. Tanisha More) Managing Director Chief Financial Officer and
Proprietor DIN No. 00189898 Whole Time Director
Membership No. 301569 DIN No. 07264006
Sweta Biyani
Place of Signature: Kolkata Company Secretary
Date: 11th June, 2018 Membership No. : ACS22218
64 FINANCIAL STATEMENTS
Statement of Cash Flows for the year ended 31st March, 2018
Notes:
1) Cash and cash equivalents at the end of the year consists of: (H in Lakhs)
Particulars 31st March, 2018 31st March, 2017
Cash on hand 5.51 1.22
Balance with banks
On current accounts 1.61 302.46
Closing cash and cash equivalents for the purpose of cash flow statement 7.12 303.68
2) The above Cash Flow Statement has been prepared under the ‘’ Indirect Method ‘’ as set out in the Indian Accounting Standard
(Ind AS) 7 on Statement of Cash Flows.
3) Cash and cash equivalents do not include any amount which is not available to the Company for its use.
As per our report of even date attached. For and on behalf of the Board of Directors of
Websol Energy Systems Limited
For T. More & Co
Chartered Accountants
Firm’s Registration No. - 327844E
S.L.Agarwal Sima Jhunjhunwala
(CA. Tanisha More) Managing Director Chief Financial Officer and
Proprietor DIN No. 00189898 Whole Time Director
Membership No. 301569 DIN No. 07264006
Sweta Biyani
Place of Signature: Kolkata Company Secretary
Date: 11th June, 2018 Membership No. : ACS22218
As per our report of even date attached. For and on behalf of the Board of Directors of
Websol Energy Systems Limited
For T. More & Co
Chartered Accountants
Firm’s Registration No. - 327844E
S.L.Agarwal Sima Jhunjhunwala
(CA. Tanisha More) Managing Director Chief Financial Officer and
Proprietor DIN No. 00189898 Whole Time Director
Membership No. 301569 DIN No. 07264006
Sweta Biyani
Place of Signature: Kolkata Company Secretary
Date: 11th June, 2018 Membership No. : ACS22218
66 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note 1. : Corporate information
Websol Energy Systems Limited (“the Company”) is a public limited entity incorporated in India and is engaged in the business of
manufacturing Solar Photo-Voltaic Cells and Modules.
Its registered office is situated at 48, Pramatha Choudhury Sarani, Plot No 849, Block - P, 2nd Floor, New Alipore, Kolkata (West
Bengal). The financial statements for the year ended 31st March, 2018 were approved for issue by the Board of Directors on 11th
June, 2018.
Fair Value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, regardless of whether that price is directly observable or estimated using another
valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of
the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the
measurement date.
All amount disclosed in the financial statements including notes thereon have been rounded off to the nearest rupees in lakh as
per the requirement of Schedule III to the Act, unless stated otherwise.
The cost and related accumulated depreciation are derecognized from the financial statements upon sale or retirement of
the asset and the resultant gains or losses are recognized in the Statement of Profit and Loss.
c) Depreciation of these assets commences when the assets are ready for their intended use. Depreciation on items of PPE is
provided on a Straight Line Method (‘SLM’) basis to allocate their cost, net of their residual value over the estimated useful
life of the respective asset as specified in Schedule II to the Companies Act, 2013.
The estimated useful lives, residual values and method of depreciation are reviewed at each Balance sheet date and
changes, if any, are treated as changes in accounting estimate.
If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable
amount is reassessed and the impairment loss previously recognized is reversed such that the asset is recognized at its
recoverable amount but not exceeding written down value which would have been reported if the impairment loss had not been
recognized.
2.7 Inventories
Inventories are valued at lower of cost and net realisable value after providing for obsolescence, if any.
Cost of inventory comprises of purchase price, cost of conversion and other directly attributable costs that have been incurred
in bringing the inventories to their respective present location and condition. Borrowing costs are not included in the value of
inventories.
The cost of inventories is computed on weighted average basis. Inventories are written down on a case-by-case basis if the
anticipated net realizable value declines below the carrying amount of inventories. Such write downs are recognized in the
Statement of profit and loss.”
Net realizable value is the estimated selling price in the ordinary course of business less estimated cost of completion and
estimated costs necessary to make the sale.
a) Sale of goods
Revenue is recognized at the time of transfer of substantial risk and rewards of ownership to the buyer for a consideration.
b) Interest income
Interest income is recorded on accrual basis using the effective interest rate (EIR) method.
68 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note 2. : Significant accounting policies (contd.)
adjusted to reflect the current best estimates. Provisions are discounted to their present values, where the time value of
money is material.
b) Contingent liability is disclosed for possible obligations which will be confirmed only by future events not wholly within the
control of the Company or present obligations arising from past events where it is not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
c) Contingent assets are neither recognized nor disclosed except when the realisation of income is virtually certain, related
asset is disclosed.
d) Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.
b) Provident fund
Company’s Contributions to Provident are charged to the Statement of Profit and Loss in the year when the contributions
to the respective funds are due.
c) Gratuty
Gratuity is provided on accrual basis.
2.12 Financial instruments, Financial assets, Financial liabilities and Equity instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of
the relevant instrument and are initially measured at fair value. Transaction costs that are directly attributable to the acquisition
or issue of financial assets and financial liabilities (other than financial assets and financial liabilities measured at fair value
through profit or loss) are added to or deducted from the fair value on initial recognition of financial assets or financial liabilities.
i) Financial Assets
(a) Recognition
Financial assets include Trade receivables, Advances, Security Deposits, Cash and cash equivalents, Bank balances etc.
Such assets are initially recognized at transaction price when the Company becomes a party to contractual obligations. The
transaction price includes transaction costs unless the asset is being fair valued through the Statement of Profit and Loss.
(b) Classification
Management determines the classification of an asset at initial recognition depending on the purpose for which the assets
were acquired. The subsequent measurement of financial assets depends on such classification.
(1) amortised cost, where the financial assets are held solely for the collection of cash flows arising from payments of
principal and/ or interest.
(2) fair value through other comprehensive income (FVTOCI), where the financial assets are held not only for the collection
of cash flows arising from payments of principal and interest but also from the sale of such assets. Such assets are
subsequently measured at fair value, with unrealised gains and losses arising from changes in the fair value being recognized
in other comprehensive income.
Trade receivables, Advances, Security Deposits, Cash and cash equivalents, Bank balances etc. are classified for
measurement at amortised cost while investments may fall under any of the aforesaid classes. However, in respect of
particular investments in equity instruments that would otherwise be measured at fair value through profit or loss, an
irrevocable election at initial recognition may be made to present subsequent changes in fair value through other
comprehensive income.
(c) Impairment
The Company assesses at each reporting date whether a financial asset (or a group of financial assets) such as investments,
trade receivables, advances and security deposits held at amortised cost and financial assets that are measured at fair
value through other comprehensive income are tested for impairment based on evidence or information that is available
without undue cost or effort. Expected credit losses are assessed and loss allowances recognized if the credit quality of the
financial asset has deteriorated significantly since initial recognition.
(d) Reclassification
When and only when the business model is changed, the Company shall reclassify all affected financial assets prospectively
from the reclassification date as subsequently measured at amortised cost, fair value through other comprehensive income,
fair value through profit or loss without restating the previously recognized gains, losses or interest and in terms of the
reclassification principles laid down in the Ind AS relating to Financial Instruments.
(e) De-recognition
Financial assets are derecognized when the right to receive cash flows from the assets has expired, or has been transferred, and
the Company has transferred substantially all of the risks and rewards of ownership. If the asset is one that is measured at:
(i) amortised cost, the gain or loss is recognized in the Statement of Profit and Loss;
(ii) fair value through other comprehensive income, the cumulative fair value adjustments previously taken to reserves are
reclassified to the Statement of Profit and Loss unless the asset represents an equity investment in which case the
cumulative fair value adjustments previously taken to reserves is reclassified within equity.
Financial liabilities are derecognized when the liability is extinguished, that is, when the contractual obligation is discharged,
cancelled and on expiry.
v) Dividend distribution
Dividends paid (including income tax thereon) is recognized in the period in which the interim dividends are approved by the
Board of Directors, or in respect of the final dividend when approved by shareholders.
70 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note 2. : Significant accounting policies (contd.)
vi) Fair value measurement
Fair value is a market-based measurement, not an entity-specific measurement. Under Ind AS, fair valuation of financial
instruments is guided by Ind AS 113 “Fair Value Measurement” (Ind AS – 113).
For some assets and liabilities, observable market transactions or market information might be available. For other assets and
liabilities, observable market transactions and market information might not be available. However, the objective of a fair value
measurement in both cases is the same—to estimate the price at which an orderly transaction to sell the asset or to transfer the
liability would take place between market participants at the measurement date under current market conditions.
In determining the fair value of financial instruments, the Company uses a variety of methods and assumptions that are based
on market conditions and risks existing at each balance sheet date.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation
technique:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly.
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
2.13 Taxes
Taxes on income comprises of current taxes and deferred taxes. Current tax in the Statement of Profit and Loss is provided as
the amount of tax payable in respect of taxable income for the period using tax rates and tax laws enacted during the period,
together with any adjustment to tax payable in respect of previous years.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the amounts
used for taxation purposes (tax base), at the tax rates and tax laws enacted or substantively enacted by the end of the reporting
period.
Deferred tax assets are recognized for deductible temporary differences, the carry forward of unused tax credits and any unused
tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences
and the carry forward of unused tax credits and unused tax losses can be utilized.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized.
Income tax, in so far as it relates to items disclosed under other comprehensive income or equity, are disclosed separately under
other comprehensive income or equity, as applicable.
b) For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted-average number of shares outstanding during the period are adjusted for the effects of all
dilutive potential equity shares.
The number of equity shares and potential dilutive equity shares are adjusted retrospectively for all periods presented for
any share split and bonus shares issues including for changes effected prior to the approval of the financial statements by
the Board of Directors,
Transactions in foreign currency are accounted for at the exchange rate prevailing on the transaction date. Gains/ losses arising
on settlement as also on the translation of monetary items are recognized in the Statement of Profit and Loss.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in
the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if
the revision affects both current and future periods.
72 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 4 Property, plant and equipment (H in Lakhs)
Particulars Gross Block Depreciation / Amortisation Net Block
As on Additions Disposals/ As on As on For the year Disposals/ As on As on As on
1st April, 2017 During the deductions 31st March, 1st April, 2017 deductions 31st March, 31st March, 31st March,
year during the year 2018 during the year 2018 2018 2017
Leasehold Land 1,933.90 - - 1,933.90 0.01 0.01 - 0.02 1,933.88 1,933.89
Building 4,648.04 7.72 - 4,655.76 193.58 193.77 - 387.35 4,268.41 4,454.46
Plant and machinery 22,623.56 2,664.43 - 25,287.99 895.72 1,384.50 - 2,280.22 23,007.78 21,727.84
Furniture and Fixture 141.25 1.59 - 142.84 40.96 41.05 - 82.01 60.83 100.29
Computer 2.88 4.58 - 7.46 1.54 1.23 - 2.77 4.69 1.34
Office Equipment 15.37 4.05 - 19.42 5.67 2.83 - 8.50 10.92 9.70
Motor Vehicles 61.39 - - 61.39 11.84 14.82 - 26.66 34.73 49.55
Total 29,426.39 2,682.37 - 32,108.76 1,149.32 1,638.21 - 2,787.53 29,321.24 28,277.07
Notes:
1. Leasehold Land of Salt Lake unit has been acquired under a lease of 90 years with a renewal option.
2. Leasehold Land of Falta SEZ unit has been acquired under a lease of 15 years with a renewal option.
3. Refer note no. 18 (i) and (ii) for assets hypothecated as security for borrowings.
74 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 7 Trade receivables (contd.)
(ii) Current (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Unsecured, considered good 2,134.26 129.83 7,207.18
Unsecured, considered doubtful 6.29 6.29 -
2,140.55 136.12 7,207.18
Less: Allowance for doubtful trade receivables (6.29) (6.29) -
Total 2,134.26 129.83 7,207.18
Note No. : 11 Inventories (Valued at lower of cost and net realisable value) (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Raw Materials 806.78 183.42 675.12
Work In Progress 282.35 50.00 490.94
Finished Goods 680.29 157.17 798.59
Stores and Spares 47.25 32.59 91.37
Total 1,816.67 423.18 2,056.02
76 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 12 Cash and cash equivalents (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Balances with banks
On current and EEFC accounts 1.61 302.46 49.30
Cash on hand 5.51 1.22 6.98
7.12 303.68 56.28
Note No. : 13 Bank balances other than cash and cash equivalents (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Earmarked Balance
Unpaid dividend accounts - 5.60 5.59
Term Deposits with Bank
Original maturity period less than 12 months 0.35 12.14 11.48
Total 0.35 17.74 17.07
(d) The Company has only one class of equity shares having a par value of H10/- per Equity share. Each holder of equity shares is
entitled to vote one per equity share held. All equity shares rank pari passu with respect to the dividend, voting rights and other
terms. The dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuring
Annual General Meeting. In the event of the liquidation of the company, normally the equity shareholders are eligible to receive
the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.
(e) Shareholders holding more than 5 % of the equity shares in the Company :
Name of the shareholder As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016
No. of % of holding No. of % of holding No. of % of holding
shares held shares held shares held
S L Industries Private Limited 55,19,674 20.69% 55,19,674 25.12% 55,19,674 25.12%
Tysom Agencies Private Limited 725 0.00% 12,19,725 5.55% 20,00,000 9.10%
The National Westminister - - 18,46,162 8.40% 18,46,162 8.40%
Bank PLC as trustee of the
Jupiter India Fund
Garnet International Limited 25,28,514 9.48% - - - -
Sohan Lal Agarwal 18,73,108 7.02% - - - -
78 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 17 Borrowings
(i) Non-current (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Term loans
Secured
From banks
Facility A - - 23,697.61
Facility B - - 1,129.10
From Entities other than Bank
Invent Asset Reconstrucrtion Company Ltd. 3,718.12 4,898.69 -
Others
Unsecured
From Related parties 1,647.26 191.44 351.51
From Others 219.75 - -
Total 5,585.13 5,090.13 25,178.22
Nature of securities:
i) Term loan (Facility A and Facility B) from bank was secured by way of first pari passu charge on the entire property, plant and
equipments of the Company situated at the Falta SEZ Unit and second pari passu charge on the entire current assets of the
Company and guaranteed by Managing director and corporate guarantee of the promoter company.
ii) Term loan from Invent is primarily secured by way of first pari passu charge on mortgage / hypothecation over 90 MW property,
plant and equipment including land of Falta unit measuring 28,576. 84 sq mts. Along with that, the loan is collaterally secured
by way of first pari passu on the equitable mortgage of industrial plot at Sector V, Salt lake electronics complex measuring 1.06
acre on pari passu basis.
Nature of securities:
(i) Working capital loan from the bank is secured by way of a first pari passu charge on the entire current assets of the Company
and second pari passu charge on the entire property, plant and equipments of the Company situated at Falta SEZ Unit and
guaranteed by Managing director and corporate guarantee of the promoter company.
(ii) Machinery purchase loan is secured by way of hypothecation of respective machinery so procured.
80 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 18 Trade and Other Payables (contd.)
(ii) Current (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Trade payables
Total outstanding dues of micro and small enterprises - - -
Total outstanding dues of creditors other than micro and small 6,145.81 3,856.09 15,793.55
enterprises
Total 6,145.81 3,856.09 15,793.55
82 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 25 Other income (H in Lakhs)
Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Interest income on financial assets carried at amortized cost
Deposits with Bank 2.13 0.73
Loans 435.95 255.21
Security deposit 17.80 -
Othet non-operating income
Sundry balances written back 503.29 329.03
Income from waiver of interest and exchange fluctuation from bank settlment - 7,091.10
and FCCBs settlement
Insurance claim received 59.04 -
Miscellaneous income 0.08 24.51
Total 1,018.29 7,700.58
84 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 33 Other expenses (H in Lakhs)
Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Audit Fees 3.57 3.40
Advertisement and Selling Expenses 1.63 -
Bank Commission and Charges 13.92 41.32
Carriage Outward 56.78 15.95
Conference and Meeting expenses 4.38 -
Director's Sitting fees 3.24 -
Donation 5.00 -
Insurance 18.91 9.60
Listing Fees 14.33 -
Loss on sale of property, plant and equipments - 1.97
Miscellaneous 43.01 548.74
Other Selling Expenses 65.09 76.84
Printing and Stationery 8.36 -
Professional and consultancy charges 245.24 -
Project expenses - -
Rates & taxes 6.27 27.13
Rent 48.31 43.10
Repairs and maintenance to building 56.02 16.63
Repairs and maintenance to machinery 43.25 26.46
Repairs and maintenance to others 19.32 19.70
Telephone charges 9.72 -
Travelling and Conveyance 83.67 90.37
Coolie & Cartage 0.14 0.13
Hire Charges 26.47 7.92
Security Expenses 8.61 -
Sundry Balances written off 1.26 760.36
Total 786.50 1,689.62
(iv) The amounts shown above represent the best possible estimates arrived at on the basis of available information. The
uncertainties and timing of the cash flows are dependent on the outcome of different legal processes which have been
invoked by the Company or the claimants, as the case may be and, therefore, cannot be estimated accurately. The
Company does not expect any reimbursement in respect of above contingent liabilities.
In the opinion of the management, no provision is considered necessary for the disputes mentioned above on the ground
that there are fair chances of successful outcome of the appeals.
86 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 37 Other disclosures (contd.)
(v) The company's product namely Solar Photovoltaic Modules carry a warranty of 25 years as per International Standards.
A fair estimate of future liability that may arise on this account is not ascertainable. The same shall be accounted for as
and when any claim occurs.
*Company has paid H 55 Lakhs under protest and appeal has been filed against the demand raised by the department
**The Company has paid H 100 Lakhs against this demand in the year 2004-05
2. The company has not received any memorandum (as required to be filed by the suppliers with the notified authority under the
Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31 March 2018 as micro, small and
medium enterprises. Consequently, the amount due to micro and small enterprises as per requirement of Section 22 of the
Micro, Small and Medium Enterprises Development Act, 2006 is Nil (31st March 2017 - Nil, 1st April 2016 - Nil).
3. Operating segment
The Company is primarily engaged in only one product line i.e., Solar Photo-Voltaic Cells and Modules. All the activities of
the Company revolve around the main business. As such there are no separate reportable segments as per requirements
of Accounting Standard (Ind AS- 108) on operating segment. Further, the Company operates only in India, hence additional
information under geographical segments is also not applicable. The Director of the Company has been identified as the Chief
Operating Decision Maker (CODM). The Chief Operating Decision Maker also monitors the operating results as one single
segment for the purpose of making decisions about resource allocation and performance assessment and hence, there are no
additional disclosures to be provided other than those already provided in the financial statements.
4. Foreign currency convertible bonds (FCCB) of the company was settled with the Bond Holders and the total amount of
outstanding FCCB’s for $ 16.8 million plus accrued and penal interest on default made by the Company was settled for $ 12
million. A supplementary trust deed was executed between the Company, Bond holder and the trustees for the bonds on 7th
december, 2016. Profits arised out of the settlement on account of the principal amount of loan was transferred to capital
reserve and profit arised on account of exchange fluctuation was transferred to Statement of profit and loss.
5. Employee Benefits :
As per Indian Accounting Standard - 19 “ Employee Benefits”, the disclosures of Employee Benefits is as follows:
The contributions to the respective fund are made in accordance with the relevant statute and are recognized as expense when
employees have rendered service entitling them to the contribution. The contributions to defined contribution plan, recognized
as expense in the Statement of Profit and Loss are as under : (H in Lakhs)
Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Employer's Contribution to Provident Fund 45.60 41.08
Employer's Contribution to Employees' State Insurance Scheme 18.24 14.51
6. Details of Loan, guarantee and Investments covered under section 186 (4) of the Companies Act, 2013 :
All loans and securities as disclosed in respective notes are provided for business purposes. The Company has not given any
guarantee during the year.
8. Lease disclosure
Finance lease taken
The Company’s significant leasing arrangements is in respect of financial leases for factory in salt lake and falta. Leasehold land
of Salt Lake unit has been acquired under a lease of 90 years with a renewal option and Leasehold land of Falta SEZ unit has
been acquired under a lease of 15 years with a renewal option.The aggregate lease rentals payable are charged as ‘Rent’ under
note no. 33.
88 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 37 Other disclosures (contd.)
Nature of transaction / Significant Key Managerial Close members of Total
Name of the related party influence entities Personnel (KMP) KMP
(iv) Purchase of Goods
Sangrima Enterprise - - 99.39 99.39
- - (524.85) (524.85)
(v) Amount Paid for Purchase
Sangrima Enterprise - - 277.00 277.00
- - (284.50) (284.50)
(vi) Sale of Goods
Sangrima Enterprise - - 96.19 96.19
- - - -
d) The transactions with related parties have been entered at an amount which are not materially different from those on
normal commercial terms.
e) The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No expense
has been recognized in current year and previous year for bad or doubtful debts in respect of the amounts owed by related
parties.
f) The remuneration of directors is determined by the Nomination & Remuneration Committee having regard to the
performance of individuals and market trends.
g) Figures in brackets-( ) represents for year ended 31st March, 2017 and [ ] represents as at 1st April, 2016.
90 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 37 Other disclosures (contd.) (H in Lakhs)
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly.
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Fair value of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, loans and
other current financial assets, short term borrowings, trade payables and other current financial liabilities is considered to
be equal to the carrying amounts of these items due to their short-term nature.
Where such items are Non-current in nature, the same has been classified as Level 3 and fair value determined using
adjusted net asset value method.
There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has not classified
any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and
Level 2.
Financial assets and financial liabilities measured at fair value on a recurring basis as at 31st March, 2018 Nil (31st March,
2017 : Nil, 1st April, 2016 : Nil).
Credit risk arising from balances with banks and other cash equivalents is limited and no collaterals are held against these
because the counterparties are banks and recognized financial institutions with high credit ratings assigned by credit rating
agencies.
Loans and other financial assets measured at amortized cost includes loans to related parties, security deposits and others.
Credit risk related to these financial assets are managed by monitoring the recoverability of such amounts continuously,
while at the same time internal control system is in place to ensure that the amounts are within defined limits.
The Company assesses and manages credit risk of financial assets on the basis of assumptions, inputs and factors specific
to the class of financial assets. The Company provides for expected credit loss on Cash and cash equivalents, other bank
balances, investments, loans, trade receivables and other financial assets based on 12 months expected credit loss/life
time expected credit loss/ fully provided for. Life time expected credit loss is provided for trade receivables.
The movement of Trade Receivables and Expected Credit Loss are as follows: (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Trade Receivables (Gross) 2,140.55 136.12 10,548.27
Less: Expected Credit Loss (6.29) (6.29) -
Trade Receivables (Net) 2,134.26 129.83 10,548.27
The tables below summarize the Company’s financial liabilities into relevant maturity groupings based on their contractual
maturities. (H in Lakhs)
Particulars Less than 1 year 1-5 years More than 5 years Total
As at 31st March, 2018
Borrowings (excluding interest) 2,484.17 5,067.29 517.84 8,069.30
Trade payables 2,380.00 7,604.21 - 9,984.21
Other financial liabilities 644.40 5,248.19 - 5,892.58
Total 5,508.57 17,919.69 517.84 23,946.09
As at 31st March, 2017
Borrowings (excluding interest) 3,326.93 3,930.75 1,159.38 8,417.05
Trade payables 3,856.09 1,757.53 - 5,613.63
Other financial liabilities 8,249.44 - - 8,249.44
Total 15,432.46 5,688.28 1,159.38 22,280.12
92 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 37 Other disclosures (contd.) (H in Lakhs)
Particulars Less than 1 year 1-5 years More than 5 years Total
As at 1st April, 2016
Borrowings (excluding interest) 10,041.72 25,178.22 - 35,219.95
Trade payables 15,793.55 34.53 - 15,828.07
Other financial liabilities 11,346.57 - - 11,346.57
Total 37,181.84 25,212.75 - 62,394.59
i) Liabilities
The Company’s fixed rate borrowings are carried at amortised cost. They are, therefore, not subject to interest rate risk
as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change
in market interest rates.
ii)
Assets
The company’s fixed deposits and loans are carried at fixed rate. Therefore, these are not subject to interest rate risk as
defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in
market interest rates.
Price risk
Price risk is the risk that the fair value of financial instrument will fluctuate due to change in market traded price.
The Company’s exposure to price risk arises from investments held and classified as FVTPL. To manage the price risk
arising from investments in mutual funds, the Company diversifies its portfolio of assets.
The Company manages its capital structure and makes adjustments in light of changes in the financial condition and the
requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend
payment to shareholders, return capital to shareholders (buy back its shares) or issue new shares.
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it
meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. The
Company has complied with these covenants.
No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2018
and 31st March, 2017. (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Net debt 8,062.18 8,113.37 35,913.46
Total equity 8,981.79 5,802.76 (20,570.20)
Net debt to equity ratio 0.90 1.40 (1.75)
* Net debt = non-current borrowings + current borrowings + current maturities of non-current borrowings + interest accrued –
cash and cash equivalents.
Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ended 31st
March, 2018, together with the comparative figures for the year ended 31st March, 2017, as described in the summary of
significant accounting policies [Refer Note No.2-3].
The Company has prepared the opening Balance Sheet as per Ind AS as of 1st April, 2016 (the transition date) by:
a. recognising all assets and liabilities whose recognition is required by Ind AS,
b. not recognising items of assets or liabilities which are not permitted by Ind AS,
c. reclassifying items from previous Generally Accepted Accounting Principles (GAAP) to Ind AS as required under Ind AS,
and
d. applying Ind AS in measurement of recognized assets and liabilities.
94 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 37 Other disclosures (contd.)
A. Reconciliation of total comprehensive income for the year ended 31st March, 2017 is summarized as follows:
(ii)
(H in Lakhs)
Particulars Notes For the year ended
31st March, 2017
Profit After Tax as reported under previous GAAP 7,934.57
Add/(Less) - Effect of transition to Ind AS
(i) Measurement of financial liabilities / assets carried at amortised cost 13(iv)(a) (59.79)
(ii) Finance cost on finance lease 13(iv)(b) (0.11)
(ii) Other adjustments 13(iv)(b) (0.61)
Net impact of Ind AS adjustments (60.51)
Profit After Tax as reported under Ind AS 7,874.06
Other Comprehensive Income (net of tax) -
Total Comprehensive Income as reported under Ind AS 7,874.06
(iii) Ind AS 101 mandates certain exceptions and allows first-time adopters exemptions from the retrospective application of
certain requirements under Ind AS. The Company has applied the following exemptions in the financial statements:
a) “Property, plant and equipment and Intangible assets were carried in the Balance Sheet prepared in accordance with
previous GAAP as on 31st March, 2016. Under Ind AS, the Company has elected to regard such carrying values as
deemed cost at the date of transition.
b) Ind AS estimates as at 1st April 2016 are consistent with the estimates as at the same date made in conformity with
previous GAAP. The Company made estimates for Impairment of financial assets based on expected credit loss model
in accordance with Ind AS at the date of transition as these were not required under previous GAAP.
(iv) In addition to the above, the principal adjustments made by the Company in restating its previous GAAP financial statements,
including the Balance Sheet as at 1st April, 2016 and the financial statements as at and for the year ended 31st March, 2017
are detailed below:
a) Under previous GAAP, financial instruments i.e., loan given and borrowings taken which is non-current in nature, were
initially recognized at transaction price. Under Ind AS, such financial instruments are initially recognized at fair value
b) Under previous GAAP, rent on finance lease is charged to profit and loss account under the head “Other expenses”.
Under Ind AS, lease obligation is recognized as at transition date is calculated as present value of future minimum lease
rentals and difference of lease rent and present value of respective year lease obligation is charged to profit and loss
under the head “Finance cost”. Further, premium paid for finance lease is amortised over the period of lease.
c) Under previous GAAP, loans is carried at cost. Under Ind AS, loan has been carried at fair value considering expected
credit losses.
d) Under previous GAAP, investments is carried at cost, however, provision can be made on permanent decline in the value
of investments. Under Ind AS, non-current investments is carried at fair value.
e) Retained earnings and statement of profit and loss has been adjusted consequent to the Ind AS transition adjustments
with corresponding impact to deferred tax, wherever applicable.
15. The previous year’s including figures as at the date of transition have been reworked, regrouped, rearranged and reclassified
wherever necessary. Amounts and other disclosures for the preceding year including figures as at the date of transition are
included as an integral part of the current year financial statements and are to be read in relation to the amounts and other
disclosures relating to the current year.
As per our report of even date attached. For and on behalf of the Board of Directors of
Websol Energy Systems Limited
For T. More & Co
Chartered Accountants
Firm’s Registration No. - 327844E
S.L.Agarwal Sima Jhunjhunwala
(CA. Tanisha More) Managing Director Chief Financial Officer and
Proprietor DIN No. 00189898 Whole Time Director
Membership No. 301569 DIN No. 07264006
Sweta Biyani
Place of Signature: Kolkata Company Secretary
Date: 11th June, 2018 Membership No. : ACS22218
96 FINANCIAL STATEMENTS
WEBSOL ENERGY SYSTEM LIMITED
CIN: L29307WB1990PLC048350
48,Pramatha Choudhury Sarani, Plot 849, Block P
New Alipore, Kolkata – 700 053
1) Name : ………………………………………………………………...............……………....Address…………………………………............................................................………………….…………
E-mail ID :………………………………………………………………...............…….…...Signature : ……………………….............................................…....…..……or failing him/her;
2) Name : ………………………………………………………………...............……………....Address…………………………………............................................................………………….…………
E-mail ID :………………………………………………………………...............…….…...Signature : ……………………….............................................…....…..……or failing him/her;
3) Name : ………………………………………………………………...............……………....Address…………………………………............................................................………………….…………
E-mail ID :………………………………………………………………...............…….…...Signature : ……………………….............................................…....…..……or failing him/her;
as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on
Saturday, September 29, 2018 at 10.00 AM at RabindraTirth, DG-17, Major Arterial Road (East-West), Action Area 1D, Newtown, Kolkata, West
Bengal, Kolkata-700156 and at any adjournment thereof in respect of following resolutions :
Affix
Revenue
Stamp of
Signed this …………………………………………….day of …………………………………….2018 H 1/- here
……………………………….…………….…………….…………….……… ……………………………….…………….…………….…………….………
Signature of Shareholder Signature of Proxyholder
Notes :
1. This form of proxy in order to be effective should be duly completed and deposited at the Company’s Registered Office or Head and
Corporate Office not less than 48 hours before the commencement of the AGM.
2. For the Resolutions, please refer to the Notice of Annual General Meeting of the Company.
3. *It is optional to put a ‘X’ in the appropriate column against the resolutions indicated to the box. If you leave the ‘For’ or ‘Against’ column
blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
Notes
Notes
Board of Directors Registered and
Mr. S.L.Agarwal, Managing corporate office
Director Registered office
Miss. S. Jhunjhunwala, Whole 48, Pramatha Choudhary
time Director Sarani, Plot No.849, Block - P,
2nd Floor, New Alipore, Kolkata –
Mr. D Sethia, Independent 700 053
Director
Phone: (033)2400-0419
Mr. P. Kaushik, Independent Fax: 2400-0375,
Director
Corporate office and plant
Chief Financial Officer Sector - II, Falta Special
Economic Zone, Falta, 24
Miss. Sima Jhunjhunwala
Parganas (South), Pin - 743504,
Company Secretary West Bengal, India
Cautionary statement
This statement made in this section describes the Company’s objectives, projections,
expectation and estimations which may be ‘forward looking statements’ within the
meaning of applicable securities laws and regulations. Forward–looking statements are
based on certain assumptions and expectations of future events. The Company cannot
guarantee that these assumptions and expectations are accurate or will be realized by
the Company. Actual result could differ materially from those expressed in the statement
or implied due to the influence of external factors which are beyond the control of the
Company. The Company assumes no responsibility to publicly amend, modify or revise
any forward-looking statements on the basis of any subsequent developments.
Websol Energy System Limited
Sector - II, Falta Special Economic Zone, Falta,
24 Parganas (South), Pin - 743504,
West Bengal, India
Ph. No.: 03174-222932
Fax No.: 03174-222933.
CIN: L29307WB1990PLC048350
Email: [email protected]
Website: www.webelsolar.com