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Websol Energy System Limited

Annual report, FY2017-18

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

Corporate snapshot.......... 02 Risk Management............. 23


Financial highlights over Director’s Report and
the years.............................. 04 Annexures........................... 26
Chairman’s overview........ 06 Independent Auditor’s
Report.................................. 56
Operational overview........ 08
Financial statements........ 62
Enhancing efficiency......... 10
Notes to financial
Our business model.......... 11 statements.......................... 67
Management discussion
and analysis........................ 12
Resilience and renewability
In the business of renewable
energy, the priority lies in enhancing
manufacturing capacity on the one
hand and reducing operating costs
on the other.
These challenging priorities warrant
an organizational resilience, derived
from the ability to moderate costs,
strengthen technology bandwidth,
reinforce certifications and market
effectively.
Over the years, Websol Energy has
strengthened its resilience, which
we believe will enhance
our ability to renew our
competitiveness and
sustainability.
Rich experience: Over the past 28 years, the Company has
positioned itself as a sectoral leader.
Technological proficiency: Websol leverages cutting-edge
technology to manufacture world-class photovoltaic cells and
solar modules at its Falta facility.
Quality assurance: The Company is driven towards quality
excellence. Websol has ISO 9001:2015 certification to
vindicate the same. The solar modules also have approvals
Five things to as per IEC 61215, IEC 61730 and UL 1703 standards.

know about Stringent compliance: The Company is accredited with the


ISO 14001:2015 and OHSAS 18001:2007 certifications.
Websol R&D focus: The Company deploys seasoned R&D
personnel who work dedicatedly towards achieving
maximal utilization of available resources, so as to
manufacture quality products at reasonable prices.

Milestones
ŸŸ Obtained UL
1703 listing for all
W900 modules
ŸŸ Scaled capacity
1993-94 1995-96 2000-01 from 3 to 5 MW
2005-06 2006-07
ŸŸ Entered into ŸŸ Commenced ŸŸ Graduated to ŸŸ Scaled capacity ŸŸ Scaled capacity
a technical production with 8-inch wafers from 5 to 10 MW to 20 MW
collaboration with technical support
ŸŸ Increased ŸŸ Commenced ŸŸ Introduced three
Helios Technology, from Helios
module output to commercial products including
Italy
ŸŸ Started with a
ŸŸ Processed
5-inch wafers
125 watt-peak for
all W1000 modules
2003-04 production of
W1600 and W2000
the W2000 module
ŸŸ Obtained UL
1megawatt (MW) 1703 listing for all modules
ŸŸ Scaled installed
installed capacity W1000 modules
capacity to 3 MW ŸŸ Obtained
and processed
ŸŸ 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 ŸŸ Obtained
ŸŸ Graduated to W1600 modules IEC 61215 and
6-inch wafers and
modules up to 95
2002-03 ŸŸ Finalized
IEC 61730
certifications for
ŸŸ Obtained industrial site at
watt-peak 180/220 watt-peak
international Falta SEZ for 120 modules
ŸŸ Obtained a certification for MW expansion
quality certificate W1000 modules ŸŸ 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
ŸŸ Customer focus and satisfaction
international standards and develop around the world to save our planet
advanced products through cutting earth for our future generations. ŸŸ Employee engagement and
edge technology that will create value satisfaction
for the customer and stakeholders,
ŸŸ Innovation and state-of-the-art
while improving the environment by
technology
conservation of natural resources and
implement pollution control measure ŸŸ Transparency at all levels
along with caring for our employees. ŸŸ Being environment friendly

180/220 watt-peak ŸŸ Increased


modules average cell
efficiency to 18.3%
ŸŸ Installed
plasma-enhanced ŸŸ Started trials for
chemical vapour
deposition
2009-10 2011-12 2014-15 4-bus bar cells
2017-18
ŸŸ Scaled capacity ŸŸ Scaled capacity ŸŸ Installed new ŸŸ Installed new
technology for
to 60 MW to 120 MW texturing line to printing line
silicon nitride anti-
convert into multi-
reflective coating, ŸŸ Migrated from ŸŸ Started
crystalline solar
at Salt Lake plant 125x125-square production of

ŸŸ Appointed
millimetre to
156x156-square
cells
2016-17 5-bus bar cells cell

an engineering, ŸŸ Installed new ŸŸ Scaled capacity


procurement
and construction
millimetre wafers
ŸŸ Increased power
2012-13 printing line with
plasma-enhanced
to 280 MW
ŸŸ Tied up with a ŸŸ Converted to
management output of modules chemical vapour
2015-16
Chinese company fully-automatic
consultant for to 290 watts deposition
for a two-year 250 MW module
Falta plant technology,
ŸŸ Operationalized OEM deal to ŸŸ Installed new line production
diffusion and inox
ŸŸ Scaled cell state-of-the-art produce cells and process machines facility
machine
efficiency beyond production facility modules under in the cell line
16.5% in Falta SEZ their banner for efficiency ŸŸ Scaled capacity
optimization to 200 MW
ŸŸ Started
processing quasi-
mono wafers

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 03
Enhancing value
over the years
Revenue from operations Profit after tax EBITDA margin
(H crore) (H crore) (%)

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

Definition Definition Definition


Sales net of taxes and excise duties Profit earned during the year after EBITDA margin is a profitability ratio
deducting all expenses and provisions used to measure a company’s pricing
Why is this measured?
strategy and operating efficiency
It highlights the service acceptance Why is this measured?
and reach of the Company in the It highlights the strength in the Why is this measured?
market business model in generating value for The EBITDA margin gives an idea of
its shareholders. how much a company earns (before
Performance
accounting for interest and taxes) on
Aggregate sales was pegged at Performance
each rupee of sale
H183.27 crore Profit after tax of the Company was
pegged at H2.63 crore Performance
Value impact
The Company reported a 1 bps
Creates a robust growth engine on Value impact
decrease in EBITDA margin in FY18
which to build profits Ensures that adequate cash is
while enriching its product basket
available for reinvestment and allows
with superior products and improved
the Company’s growth to sustain
operating efficiency
Value impact
Demonstrates adequate buffer in the
business, which, when multiplied by
scale, enhances surpluses

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

Definition Definition Definition


This is derived through the ratio of It is a financial ratio that measures It is the portion of a company’s profit
debt to net worth (less revaluation a company’s profitability and the allocated to each outstanding share of
reserves) efficiency with which its capital is common stock
employed in the business
Why is this measured? Why is this measured?
A measure of a company’s financial Why is this measured? This figure depicts the actual value
health, indicating the ability of the ROCE is a useful metric for comparing the Company has created for its
Company to remunerate shareholders profitability across companies based shareholders
over debt providers on the amount of capital they use –
Performance
especially in capital-intensive sectors
Performance The Company’s EPS has progressively
The Company’s moderated its gearing Performance increased from a negative of H(23.83)
from 1.18 in FY15 to 1.05 in FY18 A showcase of prudently investing in FY15 to H1.06 in FY18
every rupee in profitable spaces
Value impact Value impact
that generate higher returns for
Enhanced shareholder value by Adds value at the hands of the
shareholders
keeping the equity side constant; shareholders through enhanced
enhanced flexibility in progressively Value impact earnings per share
moderating debt cost Enhanced ROCE can potentially drive
valuations and perception (on listing)

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 05
Chairman’s
overview
India is adding more energy
capacity through renewable
At Websol, it
energy capacity today than
makes excellent
through conventional energy,
sense for a company like
a reality that would have
ours to extend our focus
been unthinkable at the turn
from wholesale marketing
of this decade.
to wholesale-cum-
retail marketing. India added 11,788 MW in
renewable energy capacity
in 2017-18 compared with
5,400 MW from conventional
Our energy (thermal & hydro), a
engagement with trend I believe will sustain
a large pan-India brand year on year.
is expected to kick-start The scenario is exciting and
our retail offtake in addition challenging. The sectoral
to agreeing to buy out excitement comes from the
a certain pre-agreed fact that the opportunity to
quantity of our market solar energy cells and
offtake. modules products is virtually
unlimited, which indicates
that selling one’s output
based on market appetite
“At Websol, it makes is likely to be the last of

excellent sense for a


the challenges across the
foreseeable future.

company like ours to extend The scenario is challenging


as well. Over the last few
our focus from wholesale years, some of the largest

marketing to wholesale-
Chinese manufacturers
commissioned some of the

cum-retail marketing.” world’s largest solar cell


and module capacities, a
Sohan Lal Agarwal, Chairman and Managing Director competitive positioning that
made it possible for them to
sell at progressively lower
India is the possibly the costs. As a result, there has
most exciting global market been a virtual meltdown in
for renewable energy. realizations. This decline
has made it imperative for
I am pleased to report that
manufacturers like us – and
the Central Government’s
across the world for that
priority in transforming
matter - to match Chinese
the country through the
prices.
planned replacement of
conventional energy sources Over the last few years,
with renewable energy has Websol took a number of
translated into attractive on- initiatives to strengthen
ground realities. its competitiveness. 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

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 07
Operational
review, 2017-18

Q: Were you Q: What were some Q: What were the


pleased with the of the positive various challenges
performance of the realities that you that the Company
Company during the would point to encountered during
year under review? as evidence of the year under
A: There are two ways the Company’s review?
to answer this question. competitiveness? A: The competition was
From one perspective, we A: Despite unpredictable principally in the form of
were disappointed as the business conditions, we increased dumping of
Company reported a 38.10% finished the year with solar cells and modules
decline in revenue from virtually no inventory. from Chinese competitors,
operations and a 96.66% Even though this was a resulting in a price reference
decline in profit after tax challenging year, we did not for all prospective buyers
during the year under review. load any long-term debt to in India. The global
However, there is another ride over, which could have preference for solar cells
perspective that needs to compromised the integrity accelerated from multi-
be considered: even as the of our Balance Sheet. The crystalline technology to
year under review was one Company did not encounter mono-crystalline, making
of the most challenging any operational loss during it imperative to possess
in recent years, marked the financial year even as both products to service
by price volatility, Websol most Indian companies the needs of customers.
ran its plant right through engaged in cell manufacture The Company needed to
the course of the financial slipped deeper into the red. engage in timely capital
year. This indicates that the The Company strengthened expenditure to create mono-
Company received sustained its fundamentals through crystalline capacity. The
flow orders and validated the H23 crore in EBITDA in 2017- Company needed to engage
point that the Company’s 18. in enhancing capacity
competitiveness remained during the course of the
globally viable. Given last financial year with the
this context, it would be objective to enhance its
reasonable to state that we capacity to service a larger
were able to generate some customer appetite on the
positives from a difficult one hand and strengthen
environment. operating efficiencies on the
other. The Company needed
to address the reality of US

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

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 09
Enhancing
efficiency

18.7% 20.4% 21.2%


11.5% Efficiency in 2017-18
(without mono-
Efficiency in 2017-
18 (using mono-
Efficiency in 2018-
19 (using mono-
Efficiency in 1995-96
crystalline wafers) crystalline wafers) crystalline wafers)

Strengths Challenges Challenges looking forward to cater to


addressed incipient demand emanating
ŸŸ The Company is among ŸŸ China is the world’s
from the US, the UK and
the top-three solar cell and largest solar equipment ŸŸ The Company is roping in
Germany, among others. By
module manufacturers in manufacturer and India Chinese consultants in order
leveraging an integrated line
India. imports >85% of solar to improve its raw material
of solar cells and modules,
modules from the country. mix.
ŸŸ The Company’s products the Company has managed
China has turned away from
are almost at par with global ŸŸ The Company is to hold its own through
the feed-in tariff regime
standards. collaborating with IIT sectoral crests and troughs.
and restricted new capacity
ŸŸ The Company has a well- Bombay and IIEST Shibpur The Company is optimistic
addition of distributed
trained manpower base in order to fine-tune process of growing sustainably over
generation solar projects to
capable of taking it from and increase yields. the long-term owing to
10 gigawatts in 2018. It has
strength to strength. ever-increasing efficiency
also removed the target-
based system for utility scale
Highlights, FY2017- levels and the qualitative
ŸŸ The Company has a rich 18 excellence of the products
solar projects. While these
experience of working the manufactured. The Company
may lower costs for Indian ŸŸ The Company substituted
field and in collaboration with is looking forward to use
developers, higher imports slurry cut wafers with
premier institutes. mono-crystalline wafers and
would put added pressure diamond cut wafers and
ŸŸ The Company started with achieved an efficiency of implement PERC bifacial
on domestic module and cell
an efficiency level of 11.5% in 18.5% with a more cost- modules so as to achieve
manufacturers.
1995 and has grown over the effective variant. a cell efficiency of 21.2%
ŸŸ The Company introduced during FY2018-19 (20.4%
years to reach 18.7%.
diamond cut wafers as a ŸŸ The Company shifted during FY2017-18).
ŸŸ The Company’s R&D team technological advancement from four bus-bars to five,
has allowed it to achieve but found it difficult to adapt increasing its efficiency from
its targets within shorter to as raw materials needed 18.5% to 18.8% by using
spans of time and achieve to be changed in order to multi-crystalline silicon cells.
the highest efficiency in the address the demands of the
ŸŸ The Company went
country. clients.
back to processing mono-
ŸŸ When the Company ŸŸ Although the crystalline silicon wafers
started production in 2009, implementation of PERC in order to increase its
it sourced equipment from bifacial modules would efficiency to 20%.
suppliers on a turnkey basis open up new markets for
for the first six months the Company in the US and Outlook
and then chose to procure Europe, it entails substantial With prospects brightening
those on its own, enhancing capital expenditure and in both domestic and export
efficiency. hence did not materialize markets over the past
during FY2017-18. decade, the Company is

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.

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 11
Management
discussion and analysis
Global economic overview growth wave created jobs. This reality than the previous year. Crude oil prices
was marked by ongoing growth in the increased in 2017, with a price of US$
In 2017, a decade after the global
eurozone, modest growth in Japan, 54.13 per barrel at the beginning of the
economy spiraled into a meltdown, a
a late revival in China and improving year, declining to a low of US$ 46.78
revival in the global economy became
conditions in Russia and Brazil leading per barrel in June 2017 and closing the
visible. Consider the realities, every
to an estimated 3.7% growth in the year at US$ 61.02 per barrel, the highest
major economy expanded and a
global economy in 2017, 60 bps higher since 2013.

Global economic growth for six years


Year 2014 2015 2016 2017 2018 (f) 2019 (f)
Real GDP growth (%) 3.5 3.2 3.1 3.8 3.9 3.0
(Source: World Economic Outlook, January 2018) f: forecasted

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

GDP growth rates of emerging Asian nations


Emerging and Developing Asia 6.4% 6.5% 6.5%
ASEAN-5 nations 4.9% 5.3% 5.3%
*estimated (Source: IMF)

Cambodia Laos Myanmar Philippines Vietnam Thailand Malaysia Indonesia


2017 6.8% 6.7% 6.4% 6.7% 6.7% 3.5% 5.8% 5.1%
2018* 6.9% 6.6% 6.7% 6.7% 6.5% 3.6% 5.2% 5.3%
*Estimated (Source: World Bank Global Economics Prospects)

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

FY2017-18 versus FY2016-17


2017-18 2016-17
GDP growth 6.7% 7.1%
GVA growth 6.4% 9.0%
Farm growth 3% 9.0%
Manufacturing growth 5.1% 9.3%
Power and gas growth 7.3% 6.5%
Mining growth 3% 1.9%
Construction growth 4.3% 3.5%
Trade, hotel, transport, telecom growth 8.3% 9.8%
Financials, realty growth 7.2% 9.8%
Public, admin, defence growth 10.1% 16.6%
Per capita income growth 8.3% 9.7%
(Source: Press Information Bureau)

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 13
Key government initiatives significant jump was a result of the attract major players, enhance sectoral
Central Government’s pro-reform efficiency, widen competition, increase
India’s economic success helped South
agenda, comprising measures such as competitiveness and induct the best
Asia emerge as the fastest-growing
passing of Insolvency and Bankruptcy technologies. (Source: The Hindu,
region in the world. India is the world’s
Code, simplifying tax computation and Business Today)
seventh-largest economy, growing
merging applications for PAN and TAN.
faster than any other large economy Doubling farm incomes: To improve
In addition, Aadhaar-based identification
(except China). India is home to 1.34 the living conditions of farmers, the
approach could further help streamline
billion people – 18% of the world’s government initiated a seven-point
challenges pertaining to the regulatory
population. It is likely to overtake China action plan to double incomes by
regime. (Source: KPMG)
as the world’s most populous country 2022. The measures include policy and
by 2024. By 2050, India’s economy is GST implementation: The Government governance reforms, agriculture trade
projected to be the world’s second- of India carried out a significant overhaul policy and export promotion, market
largest (behind China). World Economic of the indirect tax regime and launched structure and marketing efficiency, value
Forum’s ‘Global Competitiveness Report the GST in July 2017, with the vision of chain and supply chain management,
2017’ ranked India at an impressive creating an unified market. Under this science and technology and start-
23 in the Global Competitiveness regime, various goods and services ups in agriculture, sustainable and
Index from 39 in 2016. Disruptions by would be taxed as per five slabs (28%, equitable development and efficient
demonetization could have dampened 18%, 12%, 5% and zero tax). To reduce delivery of services, capital investment
short-term GDP growth, but could the short-term inflationary effect of and institutional credit for farmers and
prove beneficial across the long- GST, the GST Council cut tax rates on promotion of livestock, dairy, poultry and
term. The imposition increased digital >250 goods and services by moving fisheries as engines of growth. (Source:
transactions, now easier to track them to lower tax slabs in two separate PIB)
and tax. Other government initiatives rate cuts. Post-GST implementation,
Outlook
comprised: India’s tax net expanded, as a 50%
The World Bank projected India’s
increase was recorded in unique indirect
Bank recapitalization scheme: The economic growth to accelerate to 7.3%
taxpayers. (Source: KPMG)
Central Government announced capital in 2018-19 and 7.5% in 2019-20. Strong
infusion of H2.1 lakh crore in public Increasing FDF inflow: India is among private consumption and a growth in
sector banks. The measure entailed a the most favoured FDI destinations, and the services sector are expected to
budgetary allocation of H76,000 crore the annual FDI inflows to the country is continue supporting economic activity.
by the Central Government, while the expected to rise to around US$ 75 billion Private investments are expected to
remaining amount is to be raised by the over the next five years. FDI inflows revive as the corporate sector adjusts
sale of recapitalization bonds. (Source: to India nearly doubled over the past to the GST. Over the medium-term, the
KPMG) decade to US$ 42 billion as of 2016- introduction of the GST is expected to
17. Some moderation was seen in FDI catalyse economic activity and fiscal
Expanding road network: To boost road
flows in the December 2017 quarter, but sustainability by reducing the cost of tax
infrastructure in the country and foster
it will likely normalize over the coming compliance, drawing informal activity
job creation, the Government of India
quarters. (Source: UBS) into the formal sector and expanding the
announced a H6.9 lakh crore investment
tax base. The recapitalization package
outlay to construct 83,677 kilometres of Coal mining privatization: Ending state
for public sector banks announced by
road network, over a period of five years. monopoly, the Central Government
the Government of India is expected to
The ambitious programme is expected has opened coal mining to the private
resolve banking sector balance sheets,
to generate 14.2 crore man-day jobs for sector firms for commercial use. This
enhance credit to the private sector and
the country. (Source: KPMG) has been the most ambitious reform
spur investment inflows. (Source: IMF,
for the sector since its nationalization
Improving business ecosystem: The World Bank)
in 1973. Coal accounts for ~70% of
country was ranked at the hundredth
the country’s power generation, and
position, registering an improvement
the move for energy security through
of 30 places, in the World Bank’s ‘Ease
assured coal supply is expected to
of Doing Business 2017’ report. The

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

(Source: IRENA) (Source: IRENA)

Renewable generation capacity by energy source

6%

18%

53%

23%

Hydro Wind Solar Others (Source: IRENA)

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 15
Key numbers

2,179 8.3% 167 64%


gigawatts gigawatts Share of new
Growth in renewable
Global renewable Increase in global renewable capacity
capacity during
generation capacity at renewable generation installed in Asia in
2017
the end of 2017 capacity in 2017 2017

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)

Evolution of total installed capacity (gigawatts)


Figure 2: Evolution of total installed capacity (GW - DC)
450
400
350
300
250
GWpDC

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 ŸŸ 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 ŸŸ 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
ŸŸ 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 ŸŸ 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.
ŸŸ 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 ŸŸ 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 ŸŸ 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. ŸŸ Strengthening of sub-transmission
and the third-largest consumer of and distribution networks in the rural
ŸŸ 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 ŸŸ 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 ŸŸ Total outlay of H44,033 crore which
175 gigawatts from other renewable ŸŸ 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 ŸŸ 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. ŸŸ To provide interest subsidy on loans
India witnessed highest ever solar ŸŸ 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. ŸŸ 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)
ŸŸ 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 ŸŸ Scheme to improve financial health of
of 2018
DISCOMs, revive power demand

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 17
ŸŸ An outlay of H16,320 crore by the been achieved four years ahead of time. 2022. The target for renewable energy
Central Government to achieve the The Central Government is working has been increased to 175 gigawatts
target to achieve the revised target of 100 by 2022. Electricity consumption (or
gigawatts in solar energy capacity demand) in India is expected to grow at
National Smart Grid Mission
by 2022. The cumulative utility-scale CAGR of 7.1% between FY17 and FY22.
ŸŸ Focus on demonstrating Smart
installations stood at ~18.4 gigawatts India will require an additional power
Grid capabilities through a range of
with rooftop solar accounting for supply capacity of ~450 gigawatts by
initiatives and pilot projects.
another 1.6 gigawatts. During CY2017, 2034. The peak power demand of the
ŸŸ Total outlay under 12th Five Year solar installations reached 9.6 gigawatts country was 160 gigawatts in July 2017.
Plan is around H980 crore with H890 and accounted for a 45% share of the It is estimated that this demand will rise
crore accounting for Smart Grid total capacity addition. The top states to 295 gigawatts by 2021-22 and 690
Development and H27 crore for micro for solar installation were Telangana gigawatts by 2035-36. Despite concerns
grid development. followed by Karnataka, Andhra Pradesh about weak power demand growth and
and Rajasthan. (Source: Hindu Business growing incidence of grid curtailment,
(Source: IBEF, India Power)
Line) the solar power outlook in India remains
Indian solar energy market strong. Overall, 2018 could prove to be a
Outlook
bumper year for the solar power sector
overview Renewable sources are expected to help
in India. The Central Government is
India achieved the milestone of meet 40% of India’s power needs by
also promoting electric cars, which will
20 gigawatts in cumulative solar 2030. The Government of India is taking
sharply reduce India’s dependence on
installations during the past eight a number of steps and initiatives like
petroleum products. (Source: IBEF)
years. The National Solar Mission had 10-year tax exemption for solar energy
initially set the target of 20 gigawatts projects, in order to achieve addition
installed capacity by 2022. This has of 100 gigawatts of solar power, by

Indian solar power demand forecast (MW)


12,000 80,000

9,629 70,000
10,000

60,000 Cumulative installations (MW)


Annual installations (MW)

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 ŸŸ 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.
ŸŸ 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 ŸŸ 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 ŸŸ 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

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 19
Solar cell capacity
Sr. No. Name of Company Cell capacity
Installed as on Operational as on
31.05.2017 (MW) 31.05.2017 (MW)
1 Indosolar Limited 240 240
2 Moser Baer Solar Limited 250 100
3 Tata Power Solar Systems Limited 300 270
4 Websol Energy Systems Limited 200 200
5 Jupiter Solar Private Limited 133 133
6 Jupiter International Limited 260 260
7 Surana Solar 120 100
8 Renewsys India Private Limited (RIPL) 130 130
9 Udhaya Energy Photovoltaics Private Limited 10 10
10 Maharshi Solar Technology 10 0
11 Bharat Heavy Electronics Limited 115 115
12 Central Electronics Limited 10 0.05
13 Premier Solar System Limited 60 60
14 Mundra Solar PV Limited (Adani Group) 1200 0
15 Euro Multivision Limited 40 40
16 Dev Solar 3 3
17 Bharat Electronic Limited 10 5
18 XL Energy Limited 60
19 IYSERT Energy Research Private Limited 1 1
20 KL Solar Company Private Limited 12 0
Total 3164 1667.05
(Source: MNRE)

Budgetary allocations ŸŸ The Central Government is targeting Opportunities


to generate 20 gigawatts of solar
ŸŸ The Solar Energy Corporation of ŸŸ Non-conventional energy received
power from farmers, by encouraging
India has been allocated H2.17 billion FDI inflow of US$ 6.26 billion between
solar water pumps and installing
under Internal and Extra Budgetary April 2000 and December 2017.
small solar projects (1-2 MW) near
Resources. Thanks to the Central Government’s
farming sites. Through the Pradhan
ambitious renewable energy
ŸŸ The Ministry of New and Renewable Mantri Saubhagya Yojana, the Central
generation targets, the sector has
Energy has been allocated H99 billion Government is also aiming to provide
become quite attractive to both
under Internal and Extra Budgetary electricity connections to houses in
foreign and domestic investors.
Resources. rural and urban areas.
ŸŸ India was ranked second on
ŸŸ The income tax rate for smaller (Source: MERCOM)
the ‘Renewable Energy Country
renewable energy companies (with
Attractiveness Index 2017’.
revenues of up to H5 billion annually)
was also reduced to 25%.

20 FINANCIAL STATEMENTS
ŸŸ India recorded the highest-ever ŸŸ It has been estimated that renewables ŸŸ 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
ŸŸ Rapidly falling costs has made solar
of getting even lower tariffs in future.
photovoltaic products a lucrative ŸŸ 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
ŸŸ 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 ŸŸ 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 ŸŸ Solar companies have been hit by ŸŸ 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
ŸŸ 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 ŸŸ Banks still hesitate about making
wind = 102 gigawatts, biomass = 25 duty on panels from abroad. solar investments because despite all
gigawatts and hydroelectricity = 20 ŸŸ Regulators are proposing an its recent progress, the technology is
gigawatts). ‘emergency’ 70% tariff on solar parts still a little new.
ŸŸ India will require an additional supply made in China, Malaysia and the west, ŸŸ 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

Michael Porter’s Five Forces analysis


Threat of Threat of substitutes is low as long as other non-renewable sources of energy remain cost- Positive
substitutes ineffective. impact
Bargaining power Bargaining power of suppliers is medium as it is a relatively niche sector and the suppliers are Neutral
of suppliers limited, resulting in some bargaining power. But this power is moderate as the order value is high. impact
Competitive As the sector is growing rapidly competitive rivalry is high on account of imports from China. Negative
rivalry impact
Bargaining power Bargaining power of buyers is high as the cost of switching to a non-renewable energy source is Neutral
of buyers low, and customers can switch if they find another cheaper source of energy. impact
Threat of new Threat of new entrants is high as the cost of generating renewable energy is very low; for Neutral
entrants example: the cost of setting up a wind mill or a solar panel; which makes entry of new players is impact
declining year-on-year.

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 21
Applications of solar energy is evacuated of air but contains a small for crystalline silicon-based cells.
quantity of a low pressure alcohol/water Efficiencies up to 25% have been
Solar thermal electricity technologies
liquid plus some additional additives to reached by the use of laboratory
produce electric power by converting
prevent corrosion or oxidation. Water, processes. By using multiple solar
the sun’s energy into high-temperature
or glycol, flows through a manifold and cells, efficiencies above 35% have been
heat using various mirror configurations,
picks up the heat, while the fluid in the achieved.
which is then channeled to an on-site
heat pipe condenses and flows back
power plant and used to make electricity
down the tube for the process to be Company overview
through traditional heat-conversion
repeated. Websol Energy System Limited is a
technologies. The plant essentially
comprises two parts; one that collects Flat-plate collectors: A Flat Plate leading manufacturer of photovoltaic
solar energy and converts it to heat, and Collector is a heat exchanger that crystalline solar cells and modules in
another that converts the heat energy to converts the radiant solar energy India. With a state-of-the-art integrated
electricity. from the sun into heat energy using production facility at Falta SEZ, Websol
the greenhouse effect. It collects, or has steadfastly delivered a commitment
Types of heat collectors captures solar energy and uses that to quality that customers around the
energy to heat water in the home for globe have come to rely upon. Over the
Evacuated glass collectors: Evacuated
bathing, washing and heating, and can past 24 years, the Company has carved
tube collector comprises parallel rows of
even be used to heat outdoor swimming a niche for itself by making top-notch
glass tubes connected to a header pipe.
pools and hot tubs. A solar flat plate quality photovoltaic modules for various
The air from each tube is removed to
collector typically comprises a large domestic, commercial and industrial
eliminate heat loss through convection
heat absorbing plate, usually a large applications.
and radiation. Evacuated tube collectors
ca be divided in two main groups, sheet of copper or aluminum as they
are both good conductors of heat, which
Financial analysis
namely;
is painted and chemically etched black The Company reported revenue from
Direct-flow evacuated-tube collectors: operations to be worth H183.27 crore on
to absorb as much solar radiation as
Direct flow evacuated tube collectors a consolidated basis during 2017-18,
possible for maximum efficiency. This
also known as “U” pipe collectors, compared to H296.08 crore during 2016-
blackened heat absorbing surface has
comprise two heat pipes running 17. Operating EBITDA on a consolidated
several parallel copper pipes or tubes
through the centre of the tube. One pipe basis stood at H16.60 crore for 2017-18
called risers, running length ways
acts as the flow pipe while the other compared to H28.18 crore for 2016-17.
across the plate, which contain the heat
acts as the return pipe. Both pipes are Depreciation and interest for the current
transfer fluid, typically water.
connected together at the bottom of year stood at H16.39 crore and H8.56
the tube with a “U-bend”. The heat Solar cells: A solar cell is a crore, respectively.
absorbing reflective plate acts like a semiconductor device that transforms
dividing strip which separates the flow sunlight into electricity. Semiconductor
and the return pipes through the solar material is placed between two
collector tubes. The absorber plate and electrodes. When sunshine reaches the
the heat transfer tube are also vacuum cell, free negatively charged electrons
sealed inside a glass tube providing are discharged from the material,
exceptional insulation properties enabling conversion to electricity. This
is the so-called photovoltaic effect.
Heat pipe evacuated-tube collectors:
In theory, a solar cell made from one
In heat pipe evacuated tube collectors,
semiconductor material only can
a sealed heat pipe, usually made of
convert ~30% of the solar radiation
copper is attached to a heat absorbing
energy it is exposed to into electricity.
reflector plate within the vacuum
Commercial cells, depending on
sealed tube, to increase the collectors’
technology, have an efficiency of 5
efficiency in cold temperatures. The
to 12% for thin films and 13 to 21%
hollow copper heat pipe within the tube

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

1 materials cost could


impact demand for solar
cells in particular related to solar-grade silicon wafers and
other raw materials constitutes ~70% of the Company’s
Raw material photovoltaic products manufacturing costs. The Company cushioned the risk of
risk and affect prospects. raw material unavailability through contracts that offered
fixed remunerations for the quantum of products supplied.

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

Growing competition Mitigation: The Company’s product certifications and

3 could have an adverse


bearing on the
strong relationships lead to sustainable offtake. The
Company is ranked as one of the largest solar photovoltaic
Competition risk Company’s profitability. manufacturers in India, owing to a significant increase in
installed capacities.

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

4 investment to decline. represent 90% of India’s capacity growth following the


auctioning of contracts at some of the lowest prices
Demand risk in the world. Furthermore, the announcement of the
commissioning of 100 gigawatts through solar energy
protects from any demand slowdown.

The use of obsolete Mitigation: The Company’s decision to invest in multi-


technology could crystalline technology has allowed it to manufacture
5 adversely affect the
financial performance of
products that are at par with the best in the world. The
Company channelized sizeable amount of time and
Technology risk the Company. resources towards R&D to enhance cell efficiencies and
yields.

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.

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 23
Human resources
Websol believes that its competitive The Company’s HR culture is rooted professional and personal goals of
advantage lies within its people. The in its ability to subvert age-old norms employees, thereby achieving an ideal
Company’s people bring to the stage a in a bid to enhance competitiveness. work-life balance and enhancing pride
multi-sectoral experience, technological The Company always takes decisions association.
experience and domain knowledge. which are in alignment with the

Internal control systems


and their adequacy
The internal control and risk of the Company and involves a range support committees. The control and
management system is structured of personnel who act in a coordinated risk committee and the head of the audit
and applied in accordance with the manner while executing their respective department work under the supervision
principles and criteria established in responsibilities. The Board of Directors of the Board-appointed Statutory
the corporate governance code of the offers its guidance and strategic Auditors.
organization. It is an integral part of supervision to the Executive Directors
the general organizational structure and management, monitoring and

24 FINANCIAL STATEMENTS
STATUTORY SECTION

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 25
DIRECTOR’S REPORT

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

Particulars Year 2017-18 Year 2016-17


Revenue from operations 18,327.25 29,608.04
Other Income 1,018.29 7,700.58
Total Revenue 19,345.54 37,308.62
Profit / (Loss) before interest, depreciation, taxes and exceptional items 2,678.61 10,518.62
Less: Interest 855.89 469.85
Less: Depreciation 1,639.32 1,514.92
Profit / (Loss) before exceptional Items 183.40 8,533.85
Less: Exceptional Items & Income tax & other Provisions (79.98) 659.79
Profit / (Loss) after Tax 263.38 7,874.06

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

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 27
manner in which the evaluation has been carried out has been INTERNAL FINANCIAL CONTROLS:
explained in the Corporate Governance Report attached to this The Company has in place adequate internal financial controls
Report. with reference to the financial statements. During the year, such
controls were reviewed and no reportable material weakness
LISTING OF SECURITIES IN STOCK EXCHANGES
was observed
The shares of the Company are listed on Bombay Stock
Exchange Limited and National Stock Exchange of India Limited. ANNUAL CSR REPORT
The Company has formed the CSR Committee at the end of last
Outstanding FCCBs of the Company are listed on Singapore
financial year. However, due to cash crisis the Company could
Stock Exchange.
not spend any amount on CSR activities during the financial
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING year but has considered to spent the amount in the financial
In terms of the Securities and Exchange Board of India year 18-19 if there are profits in the profit and loss account.
(Prohibition of Insider Trading) Regulations, 1992 your
MANAGERIAL REMUNERATION AND PARTICULARS OF
Company has adopted the Code of Conduct for Prevention
EMPLOYEES
of Insider Trading, approved by Board of Directors, inter alia,
The information required pursuant to Section 197 read with
prohibits trading in securities of the Company by Directors
Rule 5 of the Companies (Appointment and Remuneration of
and employees on the basis of unpublished price sensitive
Managerial Personnel) Rules, 2014 in respect of managerial
information in relation to the Company.
personnel and employees of the Company is attached herewith
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION in Annexure D.
FOREIGN EXCHANGE EARNING AND OUTGO
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
Information in accordance with the provisions of Section 134(3)
RELATED PARTIES
(m) of the Companies Act, 2013 read with Rule 8(3) of the
In line with the requirements of Companies Act,2013 and Listing
Companies (Accounts) Rules, 2014 regarding conservation of
Regulations, your company has formulated a Policy on Related
energy, technology absorption, foreign exchange earnings and
Party Transactions which is also available on the Company’s
outgo are given in the Annexure B, which forms part of this
website at https://www.webelsolar.com/investorscorner/
report.
corpoarte-governance. The policy intends to ensure that proper
RISK MANAGEMENT POLICY: reporting, approval and disclosure processes are in place for all
The policy on risk assessment and minimization procedures as the transaction between the Company and Related Parties.
laid down by the Board are periodically reviewed by the Audit
All related party Transactions are in place before the
Committee and the Board. The policy facilitates the identification
Audit Committee for review and approval. All related party
of risks at the appropriate time and ensures necessary steps to
transactions that were entered into during the financial year
be taken to mitigate the risks. Brief details of risks and concerns
were on arm’s length basis and were in the ordinary course
are given in the Management Discussion and Analysis Report.
of the business. There are no materially significant related
EXTRACT OF ANNUAL RETURN party transactions made by the Company with promoters,
The extract of Annual Return in form MGT – 9 is given in key managerial personnel or other designated persons which
Annexure C to the Report. may have potential conflict with the interest of the Company at
MATERIAL CHANGES AND COMMITMENTS: large. Necessary disclosure regarding transactions with related
There are no material changes and commitments affecting parties has been made in the Notes to the Audited Accounts.
the financial position of the Company between the end of the All related party transactions entered during the year were
financial year i.e. 31st March 2018 and the date of this Report. in the ordinary course of the business and at arm’s length
SIGNIFICANT AND MATERIAL ORDERS: basis. No material related party transactions, i.e. transactions
There are no significant/ material orders passed by the exceeding 10% of the annual consolidated turnover as per the
Regulators / Courts / Tribunals which would impact the going latest audited financial statement, were entered during the
concern status of the Company and its future operations. year by our Company. Accordingly, the disclosure of related
party transactions as required under section 134(3)(h) of the
Companies Act,2013, in Form AOC-2 is not applicable.

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.

DIRECTORS’ RESPONSIBILITY STATEMENT


We, the Directors of the Company, hereby confirm that, pursuant
to provisions of section 134(5) of the Companies Act, 2013, in On behalf of the Board of Directors
respect of financial year under review: For WEBSOL ENERGY SYSTEM LIMITED
i) In the preparation of the Annual Accounts for the financial
year ended 31st March 2018, the applicable accounting D. Sethia S. L. Agarwal
standards have been followed and there are no material Independent Director Managing Director
departures from the same;

ii) We have selected such accounting policies and applied Date : 31st August, 2018
them consistently and made judgments and estimates that Place : Kolkata

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 29
ANNEXURE A

FORM NO. MR-3


SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]

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

Place: Kolkata For AL & Associates


Date: 31st August, 2018 (Practicing Company Secretaries)

Sd/-
Priti Lakhotia
ACS No.21970
CP No. 12790

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.

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 31
ANNEXURE - A

(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

Our report of even date is to be read along with this letter.

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.

Place: Kolkata For AL & Associates


Date: 31st August, 2018 (Practicing Company Secretaries)

Sd/-
Priti Lakhotia
ACS No.21970
CP No. 12790

32 STATUTORY SECTION
ANNEXURE - B

TO THE DIRECTORS’ REPORT


Information under Section 134(3)(m) of the Companies Act, b) Installation of Solar Power Project is being done at plant.
2013 read with Rule 8(3) of the Companies (Accounts) Rules,
c) Continuous use of CFL & LED lights is being encouraged.
2014 and forming part of the Directors’ Report for the year
ended 31st March 2018. B. TECHNOLOGY ABSORPTION
1. Research and Development (R & D)
A. CONSERVATION OF ENERGY
No specific expenditure is made under the head R & D,
The business unit continued their efforts to improve energy
constant development efforts are made to increase the
usage efficiencies and increase the share of renewable
efficiency and for cost reduction.
energy. The Company has taken adequate steps to ensure
comparatively low energy consumption. In order to reduce the 2. Technology Absorption, Adoption & Innovation
energy consumption, following steps were taken: The Company has fully absorbed the technology to
manufacture Solar Photovoltaic Cells and Modules.
a) Time to time replacement of old machinery with new
machines having more efficient and cost- effective.

3. Information regarding Imported Technology

(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.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO (H In Lakhs)


Particulars For the year For the Year
2017-18 2016-17
(a) Foreign Exchange earnings of the Company 783.28 146.83
(b) Foreign Exchange Outgo

(i) C. I. F. value of import of Raw Materials, Components, Spare parts and Capital Goods 14990.58 19069.39

(ii) Others 1.88 55.49

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 33
ANNEXURE C - EXTRACT OF ANNUAL RETURN AS ON MARCH 31, 2017

FORM NO. MGT-9


EXTRACT OF ANNUAL RERURN FOR THE YEAR ENDED 31.03.2018
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of
the Company (Management & Administration) Rules, 2014.

I. REGISTRATION AND OTHER DETAILS


i CIN L29307WB1990PLC048350
ii Registration Date 08/02/90
iii Name of the Company Websol Energy System Limited
iv Category/Sub-category of the Company
v. Address of the Registered office & contact Plot No. 849, Block P,
details 48 Pramatha Choudhary Sarani 2nd Floor New Alipore
KOLKATA 700053
vi. Whether listed company YES
vii. Name , Address & contact details of the M/s. R&D Infotech Pvt. Ltd registered office at 7A, Beltala Road, 1st Floor
Registrar & Transfer Agent, if any. Kolkata -700 026, Phone: +91 – 33 – 2419-2641/42
Fax : +91 – 33 – 2476-1657 Email : [email protected].

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


SL Name & Description of main NIC Code of the Product /service % to total turnover of the Company
No products/services
1 Solar Photovoltaic & Cells and Modules 85414011 100

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES


There are no Holding, Subsidiary and Associate Companies.

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% -

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 35
(ii) Share Holding of Promoters
Sl Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change
No. NO of % of total % of shares NO of % of total % of shares in share
shares shares pledged shares shares pledged holding
of the encumbered of the encumbered during the
Company to total Company to total shares year*
shares
1 CHIRANJI LALL AGARWAL 14020 0.06% - 14020 0.06% - -
2 RAJ KUMARI AGARWAL 20 0.00% - 20 0.00% - -
3 S L INDUSTRIES PVT LTD 5519674 25.12% 22.76 5519674 20.69% 20.62 -
4 SOHAN LAL AGARWAL 1273108 5.79% - 1873108 7.02% 2.73
5 INDERMANI DEVI AGARWAL 42600 0.19% - 42600 0.16% - -
Total 6849422 31.17% 22.76 7449422.00 27.93% - 2.73

*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.

(iii) Change in Promoters' Shareholding (Specify If there is no Change)


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

(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

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 37
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

05-Jan-18 BUY 73189 0.27 135946 0.51
02-Feb-18 BUY 108945 0.41 244891 0.92
02-Mar-18 BUY 18913 0.07 263804 0.99
Closing Balance: 263804 0.99
VSB INVESTMENTS PVT LTD
Date Reason
At the beginning of the year - -
28-Apr-17 BUY 214030 0.80 214030 0.80
16-Jun-17 BUY 30000 0.11 244030 0.91
07-Jul-17 BUY 10000 0.04 254030 0.95
21-Jul-17 SELL (111) (0.00) 253919 0.95
30-Sep-17 BUY 81 0.00 254000 0.95
Closing Balance: 254000 0.95
THE INDIAMAN FUND (MAURITIUS) LIMITED
Date Reason
At the beginning of the year 542361 2.03
19-May-17 SELL (85325) (0.32) 457036 1.71
26-May-17 SELL (60000) (0.22) 397036 1.49
02-Jun-17 SELL (79327) (0.30) 317709 1.19
09-Jun-17 SELL (71859) (0.27) 245850 0.92
16-Jun-17 SELL (44600) (0.17) 201250 0.75
Closing Balance: 201250 0.75
IL AND FS SECURITIES SERVICES LIMITED
Date Reason
At the beginning of the year - -
21-Jul-17 BUY 50207 0.19 50207 0.19
15-Dec-17 BUY 5326 0.02 55533 0.21
05-Jan-18 BUY 80413 0.30 135946 0.51
12-Jan-18 SELL (2748) (0.01) 133198 0.50
26-Jan-18 BUY 2748 0.01 135946 0.51
02-Feb-18 BUY 66012 0.25 201958 0.76
16-Feb-18 SELL (3796) (0.01) 198162 0.74
02-Mar-18 BUY 12682 0.05 210844 0.79
09-Mar-18 SELL (32463) (0.12) 178381 0.67
16-Mar-19 SELL (96125) (0.36) 82256 0.31
31-Mar-18 BUY 76260 0.29 158516 0.59
Closing Balance: 158516 0.59
HEM SECURITIES LIMITED
Date Reason
At the beginning of the year 4450 0.02
07-Apr-17 BUY 2300 0.01 6750 0.03

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

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 39
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

26-Jan-18 BUY 4525 0.02 227654 0.85
02-Feb-18 BUY 12950 0.05 240604 0.90
09-Feb-18 BUY 18780 0.07 259384 0.97
16-Feb-18 SELL (13985) (0.05) 245399 0.92
23-Feb-18 SELL (1814) (0.01) 243585 0.91
02-Mar-18 BUY 51379 0.19 294964 1.11
09-Mar-18 BUY 4846 0.02 299810 1.12
16-Mar-18 BUY 64061 0.24 363871 1.36
31-Mar-18 SELL (212161) (0.80) 151710 0.57
Closing Balance: 151710 0.57
HEM FINLEASE PVT LIMITED
Date Reason
At the beginning of the year - -
12-Apr-17 BUY 234000 0.88 234000 0.88
21-Apr-17 BUY 7404 0.03 241404 0.90
28-Apr-17 BUY 59188 0.22 300592 1.13
05-May-17 BUY 3225 0.01 303817 1.14
12-May-17 BUY 5412 0.02 309229 1.16
19-May-17 BUY 25391 0.10 334620 1.25
26-May-17 BUY 38032 0.14 372652 1.40
02-Jun-17 BUY 9701 0.04 382353 1.43
09-Jun-17 BUY 13746 0.05 396099 1.48
16-Jun-17 BUY 11200 0.04 407299 1.53
23-Jun-17 SELL (219114) (0.82) 188185 0.71
30-Jun-17 BUY 872 0.00 189057 0.71
07-Jul-17 BUY 5000 0.02 194057 0.73
14-Jul-17 SELL (4748) (0.02) 189309 0.71
21-Jul-17 BUY 7025 0.03 196334 0.74
28-Jul-17 BUY 8300 0.03 204634 0.77
04-Aug-17 BUY 4794 0.02 209428 0.79
18-Aug-17 SELL (4150) (0.02) 205278 0.77
25-Aug-17 SELL (630) (0.00) 204648 0.77
01-Sep-17 BUY 3860 0.01 208508 0.78
08-Sep-17 BUY 5577 0.02 214085 0.80
15-Sep-17 BUY 250 0.00 214335 0.80
22-Sep-17 SELL (139604) (0.52) 74731 0.28
30-Sep-17 SELL (16152) (0.06) 58579 0.22
06-Oct-17 BUY 520 0.00 59099 0.22
13-Oct-17 SELL (7200) (0.03) 51899 0.19
27-Oct-17 SELL (13176) (0.05) 38723 0.15
10-Nov-17 SELL (6600) (0.02) 32123 0.12

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

V. Shareholding of directors and KMP


For Each of the Top 10 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
SOHAN LAL AGARWAL-Managing Director
At The Beginning Of The Year 1273108 4.77% 1273108 4.77%
Bought During The Year* 600000 2.25% 1873108 7.02%
Sold During The Year - - 1873108 7.02%
At the End of The Year 1873108 7.02% 1873108 7.02%

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

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 41
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment (H in Lakhs)
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtness at the beginning of the financial year
i) Principal Amount 6,047.54 1,657.12 - 7,704.66
ii) Interest due but not paid - 143.44 - 143.44
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 6,047.54 1,800.56 - 7,848.10
Change in Indebtedness during the financial year
Additions 1,200.00 2,312.15 - 3,512.14
Reduction 2,329.42 1,609.12 - 3,938.54
Net Change (1,129.42) 703.03 - (426.40)
Indebtedness at the end of the financial year
i) Principal Amount 4,918.12 2,503.59 - 7,421.70
ii) Interest due but not paid 17.66 59.16 - 76.83
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 4,935.78 2,562.75 - 7,498.53

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


A. Remuneration to Managing Director, Wholetime director and/or Manager: (H in Lakhs)
Sl. Particulars of Remuneration Name of the MD/WTD/Manager Total Amount
No.
1 Gross salary Mr. S. L. Agarwal Mrs. Sima Jhunjhunwala
(a) Salary as per provisions contained in section 17(1) 62.42 16.99 79.41
of the Income Tax. 1961.
(b) Value of perquisites u/s 17(2) of the Income tax 0 - -
Act, 1961
(c) Profits in lieu of salary under section 17(3) of the -
Income Tax Act, 1961
2 Stock option -
3 Sweat Equity -
4 Commission -
as % of profit -
others (specify) -
5 Bonous, LTA, Medical 1.60 1.29 2.89
Total (A) 64.02 18.28 82.30

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.

C. Remuneration to key Managerial Personnel other than MD/Manager/WTD (H in Lakhs)


Sl. Particulars of Remuneration Key Managerial Personnel Total
No.
1 Gross Salary CFO* Company Secretary
(a) Salary as per provisions contained in section 17(1) of the Income 2.04 2.04
Tax Act, 1961.
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 -
(c) Profits in lieu of salary under section 17(3) of the Income Tax -
Act, 1961
2 Stock Option -
3 Sweat Equity -
4 Commission -
as % of profit -
others, specify -
5 Others, please specify -
Bonus, LTA, Medical, etc 0.03 0.03
Total * 2.07 2.07

* Mrs. Sima Jhunjhunwala who is whole time director of the Company is also given aditional responsibility of CFO of the Company

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES


There were no penalties/punishment/compounding of offences for the breach of any sections of Companies Act against the
Company or its Directors or other officers in default, if any, during the year except, the Company has filed the Form CHG 4 for
registration of satisfaction of charge on 29/03/2017, which amounts to a delay of 99 (Ninty Seven) days, causing penalty:

SRN Penalty Amount (H)


G39446018 3,000.00
G39439542 2,500.00
G39446018 3,000.00

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 43
ANNEXURE - D

TO THE DIRECTORS’ REPORT

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:

Executive Director Ratio to median


remuneration
Mr. S.L Agarwal 40.37
Mrs. Sima Jhunjhunwala 11.51
Independent Director
Dharmendra Sethia 1.02
Prateek Kaushik 1.02

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:

Particulars March 31, 2018 March 31, 2017 % change


Market Capitalization (H Crores) 235.41 118.65 98.40%
Price Earnings Ratio 83.25 1.50 5467.27%

44 STATUTORY SECTION
h. Public offer:

No Public offer during the Financial Year 2017-18

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

Particulars Mrs. Sima Jhunjhunwala Mrs. Sweta Biyani


Remuneration in Financial Year 2017-18 (H lakhs) 18.28 2.07
Revenue (H lakhs) 18,327.25 18,327.25
Remuneration as % of revenue 0.10% 0.01%
Profit before Tax (PBT) (H lakhs) 264.34 264.34
Remuneration (as % of PBT) 6.91% 0.78%

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.

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 45
ANNEXURE - E

TO THE DIRECTORS’ REPORT


CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY 2. BOARD OF DIRECTORS


Websol’s principles of Corporate Governance are based on The Board of Directors of the Company has an optimum
timely, adequate and accurate information regarding its financial combination of Executive & Non-Executive Directors and women
performance as well as leadership and governance of the Director. The Board Meetings are usually held at the registered
Company. At our Company, it is imperative that our company’s office of the Company. As on date, the Board of Directors consists
affairs are managed in a fair and transparent manner. To ensure of four Directors. During the year ended 31st March 2018, 05
this the Company has framed guidelines which ensure that (Five) Board meeting were held on 09.05.2017, 21.08.2017,
the board will have the necessary authority and processes 08.12.2017, 11.01.2018, and 14.02.2018. Attendance of each
to review and evaluate the Company’s operations. Further, Director at the Board Meeting and Annual General Meeting and
these guidelines allow the board to make decisions that are Number of other Directorship and Chairmanship / Membership
independent of the management. of Committee of each Director in various Companies are as
follows:

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.

The details of the attendance of the members are as follows:


Sl. No. Name of the Member Category No. of Meetings Attended
1 Mr. D. Sethia Chairman and Independent Director 4
2 Mrs. Sima Jhunjhunwala Whole Time Director and CFO 4
3 Mr. P. Kaushik Independent Director 4
The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company.

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.

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 47
h) To discharge such other functions as may be delegated to Remuneration Policy and Remuneration to Directors:
the Committee by the Board from time to time. a) Executive Directors: The Company follows the policy to fix
The remuneration to the Managing Director and Whole-Time the remuneration of Managing and Whole Time Director(s)
Director(s) are decided on the basis of the following criteria: on the basis of their qualification, experience and past
performance. The Agreement(s) with the Executive
(a) Industry trend;
Director(s) are contractual in nature. The Agreement(s) may
(b) Remuneration package in other comparable corporates;
be terminated at any time by either party giving 3 (three)
(c) Job responsibilities; and
months notice in writing without any cause. The details
(d) Company’s performance and the individual’s key
of remuneration paid to the Executive Director during the
performance areas.
financial year 2017-18 are given below:

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.

 Approval of transfer/transmission of securities of the The functions of the Committee include


Company  Providing guidance for overall improvement in the quality of
services to investors
 Overseeing the performance of the Registrar and Transfer
Agents of the Company  Address the shareholders’ and investors’ complaints and
ensuring expeditious resolution of the same
 Redressal of shareholders complaints relating to the
transfer of shares, non-receipt of annual reports and non-  Dissemination of factually correct information to investors
receipt of declared dividend, among others and the public at large

 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.

8. GENERAL BODY MEETINGS:


a) The details of last three Annual General Meetings of the Company are as under:

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

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 49
c. Accounting Treatment in preparation of financial the Statutory Auditors of the Company, to this effect has
statement : been included in this report.
The Company has followed relevant Indian Accounting
i. CEO / CFO certification:
Standards in preparation of financial statement notified
The CEO / CFO certification as required under the listing
under the Companies (Indian Accounting Standards)
regulations annexed hereto which forms part of this report.
Rules, 2015 (as amended) with effect from 1st April, 2016
with restatement of previous year figures presented in the j. Management Discussion and Analysis Report:
Financial Statements. The Management Discussion and Analysis Report as
required under the listing regulation is annexed hereto
d. Subsidiary Company :
which forms part of this report.
The Company does not have any material non-listed Indian
Subsidiary. k. Secretarial Audit :
In compliance with Section 204 of the Companies Act,
e. Risk Management :
2013, the Company has undertaken a Secretarial Audit
The Company has identified risk involved in respect to its
from an Independent Practicing Secretary Messers AL
products, quality, cost, location and finance. It has also
& Associates, partner Miss Priti lakhotia, ACS No. 21970,
adopted the procedures/policies to minimize the risk and
CP No. 12790, Company Secretaries for the financial year
the same are reviewed and revised as per the needs to
ended 31st March 2018.
minimize and control the risk.
Discretionary Requirements under the listing regulations, 2015
f. Whistle Blower Policy / Vigil Mechanism
The status of compliance with the discretionary requirements
The Company has adopted a Whistle Blower Policy, as a
under the Listing Regulations 2015 is provided below:
part of vigil mechanism to provide appropriate avenues to
the Directors and employees to bring to the attention of the a) Chairman’s Office:
management any issue which is perceived to be in violation Chairman’s Office is maintained by the Company and
of or in conflict with the code of Business Principles of the expenses towards the performance of the Chairman’s
Company. duties are borne by the Company / reimbursed to him.

Employees can send written communications to the b) Shareholder Rights:


Company. The employees are encouraged to voice their The quarterly, half-yearly and annual financial results of the
concerns by way of whistle blowing and all the employees Company are posted on the Company’s corporate website
have been given access to the Audit Committee. No personnel and extract of these results are published in newspapers
has been denied access to the Audit Committee pertaining on an all India basis. The complete Annual Report is sent to
to the Whistle Blower Policy. The Company Secretary is the every Shareholder of the Company.
designated officer for effective implementation of the policy c) Audit Opinion:
and dealing with the complaints registered under the policy. It has always been the Company’s endeavor to present
The Whistle Blower Policy is available on the website of the financial statements with an unmodified audit opinion. The
Company https://www.websolar.com/investor-corner/ Statutory Auditors have issued an unmodified audit opinion
corporate-governance/. on the Company’s financial statements for the year ended
g. Profile of Directors Seeking Appointment / Re- 31st March 2018.
appointment d) Internal Audit:
The profile of the Directors seeking Appointment / Re- The Head of Internal Audit reports to the Audit Committee
appointment forms part of Notice of Annual General of the Board.
Meeting.
e) MEANS OF COMMUNICATION :
h. Details of Compliance with Mandatory Requirements and (a) In compliance with the Listing Regulations the
Adoption of Non-mandatory Requirements of the Listing quarterly/annual results are furnished to the Stock
Agreement Exchanges within the prescribed time except for
The Company has complied with all the mandatory the quarter ended June 2017 and September 2017
requirements mandated under the Listing Regulations. A was delayed with prior intimation to both the stock
certificate from M/s T. More & Co., Chartered Accountants, exchanges with justifiable reasons and also published

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]

F) General Shareholder Information:


a) Annual General Meeting

Day, date and time Saturday, September 29, 2018, at 10.00 AM


Venue Rabindra Tirth, DG-17, Major Arterial Road (East-West), Action Area 1D,
Newtown, Kolkata, West Bengal, Kolkata-700156.
Book closure dates Thursday, September 22, 2018, to Saturday, September 29, 2018

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:

First quarter results Published on August 14, 2018


Second quarter results On or before November 14, 2018
Third quarter results On or before February 14, 2019
Fourth quarter and annual results On or before May 30, 2019
Dividend Payment Date Not Applicable

c) Listing on Stock Exchanges with Stock Code d) Market price Data


The equity shares of your Company are listed on the Bombay Monthly High and Low quotation of shares traded during the
Stock Exchange Limited (BSE) stock code: 517498 and Last Financial year at the Bombay Stock Exchange Limited
National Stock Exchange of India Limited (NSE) stock code: (BSE) and National Stock Exchange of India Limited (NSE) is
WEBELSOLAR. The listing fees for the year 2017-18 have been given hereunder:
paid for BSE. Listing fees for NSE has not been paid till the date
of this report.
(RS.)
Month BSE NSE
Stock Code 517498 WEBELSOLAR
High Low High Low
Apr-17 101.00 52.65 102.90 52.70
May-17 139.40 88.90 139.00 87.90
June-17 131.95 107.00 132.70 107.35
July-17 126.35 110.20 129.40 110.00
Aug-17 123.30 105.00 122.95 104.45
Sept-17 128.10 108.00 128.40 108.00
Oct-17 121.40 108.60 121.00 108.05
Nov-17 118.35 105.00 118.75 105.10
Dec-17 118.65 97.00 119.00 97.00
Jan-18 176.75 108.50 176.80 110.00
Feb-18 122.85 83.00 123.00 82.00
Mar-18 106.80 82.20 106.90 82.05

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 51
e) Performance in comparison to broad-based indices such f) Registrar and Transfer Agent (RTA): The Company’s RTA is
as BSE Sensex, CRISIL index etc. M/s. R&D Infotech Pvt. Ltd registered office at 7A, Beltala Road,
The Company’s closing share prices at the Bombay Stock 1st Floor Kolkata -700 026, Phone: +91 – 33 – 2419-2641/42
Exchange Ltd (BSE) are given hereunder: Fax : +91 – 33 – 2476-1657 Email : [email protected].

On April, 2017 : H52.95per share g) Shares Transfer System


On March 2018 : H88.25per share The Company’s Shares are traded in the Stock Exchange in
dematerialized mode. Shares in a physical mode which are
Change : 66.67%
lodged for transfer with the Company or the RTA are processed
Indices (S&P BSE Sensex) on Closing Basis: and returned to the Shareholders within the stipulated 15 days.
On 01stApril, 2017 : 29910.22
On 31st March 2018 : 32968.68
Change : 10.23%

h) Distribution of Share Holding As on 31.03.2018


No. of Shares Held Shareholders Shares
From To Number % to Total Holders Number % to Total Capital
1 500 21026 83.970% 3101725 11.63%
501 1,000 1995 7.967% 1644498 6.16%
1,001 2,000 970 3.874% 1495280 5.61%
2,001 3,000 349 1.394% 909426 3.41%
3,001 4,000 152 0.607% 560413 2.10%
4,001 5,000 146 0.583% 701375 2.63%
5,001 10,000 218 0.871% 1625948 6.10%
10,001 50,000 155 0.619% 3185639 11.94%
50,001 1,00,000 14 0.056% 990425 3.71%
1,00,001 And above 15 0.060% 12461004 46.71%
Total 25040 100.00% 26675733 100.00%

i) Share Holding Pattern as on 31.03.2018:


Sl. Category No. of Shares Held % of Holding
No.
1 Promoters & Associates 7449422 27.93%
2 Mutual Funds& UTI 7600 0.03%
3 Bank, Financial Institutions, Insurance Companies 132735 0.50%
(Central/State Govt, Institution, Govt Institutions)
4 FIIS 319898 1.20%
5 Bodies Corporate 6908516 25.90%
6 India Public 11360329 42.59%
7 NRIs/OCBS 497233 1.86%
Total 26675733 100.00%

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.

Status of Dematerialization as on 31st March 2018:


Particulars No. of Shares Percentage of total Number of Accounts
Capital
National Securities Depository Limited 17,093,328 64.08 12077
Central Depository Services (India) Limited 8,919,093 33.43 11357
Total Dematerialized 26,012,421 97.51 23434
Physical 6,63,312 2.49 1609
Grand Total 26,675,733 100 25,043

k) Plant Location Address for Correspondence


Falta SEZ Unit Websol Energy System Limited
Sector – II, Falta Special Economic Zone, Falta, 48, Pramatha Choudhry Sarani Plot No.849, Block- P,2nd Floor,
District: South 24 Parganas, New Alipore, Kolkata – 700 053
PIN – 743 504, West Bengal Phone: +91-33-2400 0419
Fax. : +91-33-2400 0375
Email: [email protected]
Website: www.webelsolar.com

By Order Of the Board

S/d Sohan Lal Agarwal


Managing Director
DIN NO: 00189898

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 53
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER
IN TERMS OF REGULATION 17(8) OF THE SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

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.

Place: Kolkata S L Agarwal Sima Jhunjhunwala


Date: 31st August,2018 Managing Director & CEO WTD & Chief Financial Officer

DECLARATION FOR COMPLIANCE WITH THE CODE OF CONDUCT OF THE COMPANY


I, Sohan Lal Agarwal, the Managing Director of Websol Energy System Limited, declare that as of 31st March 2018, all Board Members
and Senior Management Personnel have affirmed their compliance with the Code of Conduct of the Company.

Place: Kolkata S L Agarwal


Date: 31st August,2018 Managing Director & CEO

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.

FOR T. MORE & COMPANY


Chartered Accountants
FRN NO. 327844E

T. More
Place: Kolkata Proprietor
Dated, the 11th day of June, 2018 Membership No. 301569

WEBSOL ENERGY SYSTEM LIMITED


ANNUAL REPORT 2017-18 55
Independent Auditors’ Report
TO THE MEMBERS OF
WEBSOL ENERGY SYSTEM LIMITED

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.

AUDITORS’ RESPONSIBILITY Opinion


Our responsibility is to express an opinion on these financial In our opinion and to the best of our information and according to
statements based on our audit. the explanations given to us, the aforesaid financial statements
give the information required by the Act in the manner so
We have taken into account the provisions of the Act, the
required and give a true and fair view in conformity with the
accounting and auditing standards and matters which are
accounting principles generally accepted in India, of the state of
required to be included in the audit report under the provisions
affairs of the Company as at March 31, 2018, and its profit and
of the Act and the Rules made thereunder and the Order under
its cash flow for the year ended on that date.
Section 143(11) of the Act.

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.

(f) With respect to the adequacy of the internal financial


controls over financial reporting of the Company and For T. MORE & CO.
the operating effectiveness of such controls, refer to our Chartered Accountants
separate Report in ‘Annexure A’. Our report expresses Firm Regn. No.327844E
an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls TANISHA MORE
over financial reporting. Proprietor
C.A. Membership No. 301569
(g) With respect to the other matters to be included in the
Independent Auditors’ Report in accordance with Rule 11 Place : Kolkata
of the Companies (Audit and Auditors) Rules, 2014, in our Date : the 11th June, 2018

Websol Energy System Limited


ANNUAL REPORT 2017-18 57
Annexure ‘A’ to the Independent Auditors’ Report
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

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

Websol Energy System Limited


ANNUAL REPORT 2017-18 59
Annexure ‘B’ to the Independent Auditors’ Report
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

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:

Nature of dues Forum where dispute is Amount Remarks


pending (H In Lakhs)
Excise Duty and Penalty Settlement Commission 216.55 The Company had paid H100.00 Lakhs against this demand
in the year 2004-05.
Excise Duty and Penalty High Court at Kolkata 57.12
Excise Duty and Penalty High Court at Kolkata 13.87
Income Tax Act Penalty Commissioner of 628.05 The Company has paid H55.00 Lakhs against this demand
Income Tax (Appeals) and has submitted a petition for stay of this demand.

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.

11. In our opinion and according to the information and


explanations given to us, the Company has paid / provided
For T. MORE & CO.
managerial remuneration in accordance with the requisite
Chartered Accountants
approvals mandated by the provisions of Section 197 read
Firm Regn. No.327844E
with Schedule V to the Act.

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

Websol Energy System Limited


ANNUAL REPORT 2017-18 61
Balance Sheet as at 31st March, 2018 (H in Lakhs)
Particulars Note As at As at As at
No. 31st March, 2018 31st March, 2017 1st April, 2016
I. ASSETS
(1) Non - current assets
(a) Property, plant and equipment 4 29,321.24 28,277.07 26,547.57
(b) Intangible assets 5 3.26 2.13 3.19
(c) Financial assets
(i) Investments 6 - - -
(ii) Trade receivables 7(i) - - 3,341.09
(iii) Loans 8(i) 16.42 770.60 623.74
(iv) Other financial assets 9(i) 350.63 453.05 456.98
(d) Other non-current assets 10(i) 977.94 10.43 2,403.82
30,669.49 29,513.28 33,376.39
(2) Current assets
(a) Inventories 11 1,816.67 423.18 2,056.02
(b) Financial assets
(i) Trade receivables 7(ii) 2,134.26 129.83 7,207.18
(ii) Cash and cash equivalents 12 7.12 303.68 56.28
(iii) Bank Balances other than Cash and cash equivalents 13 0.35 17.74 17.07
(iv) Loans 8(ii) 828.88 128.50 494.26
(v) Other financial assets 9(ii) 0.01 - -
(c) Current tax assets 14 27.17 - 19.10
(d) Other current assets 10(ii) 310.01 1,165.17 1,990.01
5,124.47 2,168.10 11,839.92
Total Assets 35,793.96 31,681.38 45,216.31
II. EQUITY AND LIABILITIES
(1) Equity
(a) Equity share capital 15 2,667.57 2,197.31 2,197.31
(b) Other equity 16 6,314.22 3,605.45 (22,767.51)
8,981.79 5,802.76 (20,570.20)
Liabilities
(2) Non - current liabilities
(a) Financial liabilities
(i) Borrowings 17(i) 5,585.13 5,090.13 25,178.22
(ii) Trade and other payables 18(i) 3,838.40 1,757.53 34.53
(iii) Other financial liabilities 19 (i) 5,248.19 - -
(b) Deferred tax liability (net) 20 1,620.72 1,672.14 1,938.83
(c) Non-current liabilities 21 (i) 481.17 694.99 0.12
16,773.61 9,214.79 27,151.70
(3) Current liabilities
(a) Financial liabilities
(i) Borrowings 17(ii) 2,484.16 3,326.93 10,041.72
(ii) Trade and other payables 18(ii) 6,145.81 3,856.09 15,793.55
(iii) Other financial liabilities 19 (ii) 644.40 8,249.44 11,346.57
(b) Other current liabilities 21 (ii) 547.84 779.88 1,266.00
(c) Provisions 22 216.35 200.88 186.97
(d) Current tax liabilities 23 - 250.61 -
10,038.56 16,663.83 38,634.81
Total Equity and Liabilities 35,793.96 31,681.38 45,216.31
The accompanying notes 1 to 37 are an integral part of the financial statements.

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

The accompanying notes 1 to 37 are an integral part of the financial statements.

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

Websol Energy System Limited


ANNUAL REPORT 2017-18 63
Statement of Cash Flows for the year ended 31st March, 2018 (H in Lakhs)
Particulars Year ended Year ended
31st March, 2018 31st March, 2017
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax 264.34 7,886.10
Adjustments for
Depreciation 1,639.32 1,514.92
Finance costs 855.89 469.85
Interest Income (455.88) (255.94)
Sundry balances written back (503.29) (329.03)
Sundry balances written off 1.26 760.36
Loss on sale of property, plant and equipment - 1,100.51
Operating profit before working capital changes 1,801.64 11,146.77
Increase / (Decrease) in Trade and other payables 2,791.75 (12,368.79)
Increase / (Decrease) in Non-current and current provisions 15.47 13.91
Decrease / (Increase) in Trade receivables (2,004.43) 10,418.44
Increase / (Decrease) in Other liabilities (232.05) 1,117.42
Increase / (Decrease) in Other financial liabilities 564.39 4.08
Decrease / (Increase) in Other financial assets 102.42 3.93
(Increase) / Decrease in Other assets (288.92) 2,244.99
(Increase) / Decrease in Inventories (1,393.49) 1,632.84
Cash generated from operations 1,356.78 14,213.59
Direct Taxes Paid (330.17) (9.02)
Net cash flow from/(used in) operating activities 1,026.61 14,204.57
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (621.44) 2,142.91
Proceeds from sale of property, plant and equipment - 2.94
Purchase of intangible assets (2.24) -
Loans given received back 250.31 415.43
Investment in fixed deposit on maturity 11.79 (0.66)
Interest received 242.06 255.94
Net cash flow from / (used in) investing activities (119.52) 2,816.56
C CASH FLOW FROM FINANCING ACTIVITIES
Repayment of long term borrowings (1,708.86) (9,130.25)
Proceeds from long term borrowings 1,675.57 -
Increase/(decrease) in short term borrowings (net) (842.76) (6,714.80)
Interest paid (327.60) (928.67)
Net cash flow from financing activities (1,203.65) (16,773.72)
Increase / (Decrease) in cash and cash equivalents (A+B+C) (296.56) 247.40
Cash and cash equivalents at beginning of the year 303.68 56.28
Cash and cash equivalents at end of the year 7.12 303.68

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.

4) Figure in brackets represent cash outflow from respective activities.

5) Change in liability arising from financing activities : (H in Lakhs)


Borrowings
Particulars Non-Current Current
As at 01.04.2016 25,178.22 10,041.72
Cash flow during the year* (20,088.10) (6,714.80)
As at 31.03.2017 5,090.13 3,326.93
Cash flow during the year* 495.00 (842.76)
As at 31.03.2018 5,585.13 2,484.17

* Includes interest on long term borrowings using effective interest method


Cash flow includes write back of loan liability during the year.

The accompanying notes 1 to 37 are an integral part of the financial statements.

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

Websol Energy System Limited


ANNUAL REPORT 2017-18 65
Statement of Changes in Equity for the year ended 31st March, 2018
(a) Equity Share Capital (H in Lakhs)
Particulars Balance Changes in equity Balance
at the beginning share capital at the end
of the year during the year of the year
For the year ended 31st March, 2017 2,197.31 - 2,197.31
For the year ended 31st March, 2018 2,197.31 470.26 2,667.57

(b) Other equity (H in Lakhs)


Particulars Reserve and surplus Total
Capital Security FCCB Retained
Reserve Premium Redemption Earnings
Reserve Reserve
Balance as at 1st April, 2016 610.38 8,024.72 2,671.75 (34,074.36) (22,767.51)
Changes in equity during the year
ended 31st March, 2017
Profit/(Loss) for the year - - - 7,874.06 7,874.06
Transfer from FCCB Redemption - 2,671.75 (2,671.75) - -
reserve to Security premium
Write back of principal amount of Bank 18,498.90 - - - 18,498.90
Loan and FCCBs
Balance as at 31st March, 2017 19,109.28 10,696.47 - (26,200.31) 3,605.45
Profit/(Loss) for the year - - - 263.38 263.38
Issue of equity shares for consideration - 2,445.39 - - 2,445.39
other than cash
Balance at 31st March, 2018 19,109.28 13,141.86 - (25,936.92) 6,314.22

The accompanying notes 1 to 37 are an integral part of the financial statements.

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.

Note 2. : Significant accounting policies


2.1 Statement of Compliance with Ind AS
These financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section
133 of the Companies Act, 2013. The financial statements have also been prepared in accordance with the relevant presentation
requirements of the Companies Act, 2013. The Company adopted Ind AS from 1st April, 2017. Up to the year ended 31st March,
2017, the Company prepared its financial statements in accordance with the requirements of previous Generally Accepted
Accounting Principles (GAAP), which includes Standards notified under the Companies (Accounting Standards) Rules, 2006.
These are the Company’s first Ind AS financial statements. The date of transition to Ind AS is 1st April, 2016. Details of the
exceptions and optional exemptions availed by the Company and principal adjustments along with related reconciliations are
detailed in Note 37(13) (First-time Adoption).

2.2 Basis of preparation


The financial statements are prepared in accordance with the historical cost convention, except for certain items that are
measured at fair values, as explained in the accounting policies. Historical cost is generally based on the fair value of the
consideration in exchange for goods and services.

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.

2.3 Use of estimates


The preparation of financial statements in conformity with Ind AS requires management to make judgements, estimates
and assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses during the year. Actual results could differ from those estimates. 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; they are recognized in the period of the revision and future periods if the revision affects
both current and future periods.

2.4 Operating Cycle


All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and
other criteria set out in the Schedule III to the Companies Act, 2013 and Ind AS 1 – Presentation of Financial Statements. The
Company’s normal operating cycle in respect of operations relating to manufacturing Solar photo-Voltaic Cells and Modules
can be considered as 12 months.

2.5 Property, plant and equipment (PPE) and Depreciation


a) Property, plant and equipment are stated at cost of acquisition less accumulated depreciation and impairment, if any.
For this purpose, cost includes deemed cost which represents the carrying value of PPE recognized as at 1st April, 2016
measured as per the previous GAAP.

Websol Energy System Limited


ANNUAL REPORT 2017-18 67
Notes forming part of Financial Statements (contd.)
Note 2. : Significant accounting policies (contd.)
b) Cost is inclusive of inward freight, non-refundable taxes and duties and directly attributable costs of bringing an asset to the
location and condition of its intended use. All upgradation / enhancements are charged off as revenue expenditure unless
they bring similar significant additional benefits.

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.

2.6 Impairment of Assets


Property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that the
carrying amounts may not be recoverable. An impairment loss is recognized for the amount by which the carrying amount of
the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and
value in use.

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.

2.8 Revenue recognition


Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can
be reliably measured.

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.

c) All other incomes are accounted for on accrual basis.

2.9 Provisions, contingent liabilities and contingent assets


a) Provisions are recognized only when there is a present obligation, as a result of past events and when a reliable estimate
of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and

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.

2.10 Employee benefits


a) Short-term employee benefits
Short-term employee benefits in respect of salaries and wages, including non-monetary benefits, are recognized as an
expense at the undiscounted amount in the Statement of Profit and Loss for the year in which the related service is rendered.

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.

2.11 Investments in equity instruments of Joint venture


Investment in an overseas joint venture is carried at cost. Cost is the carrying amount under the previous GAAP as at the
transition date i.e. 1st April, 2016.

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.

Financial assets are classified as those measured at:

(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.

Websol Energy System Limited


ANNUAL REPORT 2017-18 69
Notes forming part of Financial Statements (contd.)
Note 2. : Significant accounting policies (contd.)
(3) fair value through profit or loss (FVTPL), where the assets do not meet the criteria for categorization as at amortized cost
or as FVTOCI. Such assets are subsequently measured at fair value, with unrealised gains and losses arising from changes
in the fair value being recognized in the Statement of Profit and Loss in the period in which they arise.

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.

ii) Financial liabilities


Borrowings, trade payables and other financial liabilities are initially recognized at the value of the respective contractual
obligations. They are subsequently measured at amortised cost.

Financial liabilities are derecognized when the liability is extinguished, that is, when the contractual obligation is discharged,
cancelled and on expiry.

iii) Equity instruments


Equity instruments are recognized at the value of the proceeds, net of direct costs of the capital issue.

iv) Offsetting of financial instruments


Financial assets and liabilities are offset and the net amount is included in the Balance Sheet where there is a legally enforceable
right to offset the recognized amounts and there is an intention to settle on a net basis or realise the asset and settle the liability
simultaneously.

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.

2.14 Earnings per Share


a) Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders
(after deducting attributable taxes) by the weighted-average number of equity shares outstanding during the period.

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,

Websol Energy System Limited


ANNUAL REPORT 2017-18 71
Notes forming part of Financial Statements (contd.)
Note 2. : Significant accounting policies (contd.)
2.15 Operating Segment
The Company is engaged in production of Solar photo-voltaic Cells and Modules. Based on its internal organisation and
management structure, the Company operates in only one business segment i.e. manufacturing of Solar Photo-Voltaic Cells
and Modules and in only one geographic segment i.e. India. Accordingly, there are no separate reportable segments.

2.16 Foreign Currency Transactions


The functional and presentation currency of the Company is Indian Rupee.

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.

2.17 Cash Flow Statement


Cash flows are reported using the indirect method, whereby profit/loss before tax is adjusted for the effects of transactions
of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or
expenses associated with investing or financing flows. The cash flows from operating, investing and financing activities of the
Company are segregated.

Note 3. : Use of estimates and judgements


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the
date of the financial statements and the results of operations during the reporting period end. Although these estimates are based
upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

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.

Key sources of estimation uncertainty


The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the
reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year.

(i) Useful lives of property, plant and equipment:


The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment
may result in a change in depreciation expense in future periods.

(ii) Fair value measurement


When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on
quoted prices in active markets, their fair value is measured using valuation techniques. The inputs to these models are taken
from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair
values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions
about these factors could affect the reported fair value of financial instruments.

(iii) Provisions and contingent liabilities


The Company has ongoing litigations with various regulatory authorities and third parties. Where an outflow of funds is believed
to be probable and a reliable estimate of the outcome of the dispute can be made based on management’s assessment of
specific circumstances of each dispute and relevant external advice, management provides for its best estimate of the liability.
Such accruals are by nature complex and can take a number of years to resolve and can involve estimation uncertainty.
Information about such litigations is provided in notes to the financial statements.

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

Previous Year (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, 2016 During the deductions 31st March, 1st April, 2016 deductions 31st March, 31st March, 1st April, 2016
year during the year 2017 during the year 2017 2017
Leasehold Land 1,933.90 - - 1,933.90 - 0.01 - 0.01 1,933.89 1,933.90
Building 4,648.04 - - 4,648.04 - 193.58 - 193.58 4,454.46 4,648.04
Plant and machinery 19,777.42 4,307.53 1,461.39 22,623.56 - 1,256.60 360.88 895.72 21,727.84 19,777.42
Furniture and Fixture 139.90 1.35 - 141.25 - 40.96 - 40.96 100.29 139.90
Computer 1.99 0.90 - 2.88 - 1.54 - 1.54 1.34 1.98
Office Equipment 7.61 7.76 - 15.37 - 5.67 - 5.67 9.70 7.61
Motor Vehicles 38.71 29.28 6.60 61.39 - 15.50 3.66 11.84 49.55 38.72
Total 26,547.57 4,346.82 1,467.99 29,426.39 - 1,513.86 364.54 1,149.32 28,277.07 26,547.57

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.

ANNUAL REPORT 2017-18


Websol Energy System Limited
73
Notes forming part of Financial Statements (contd.)
Note No. : 5 Intangible assets  (H in Lakhs)
Particulars Computer
Software
Gross carrying amount as at 1st April, 2017 3.19
Additions during the year 2.24
As at 31st March, 2018 5.43
Amortisation expense
As at 1st April, 2017 1.06
Amortisation for the year 1.11
As at 31st March, 2018 2.17
Net carrying amount as at 31st March, 2018 3.26

Previous year (H in Lakhs)


Particulars Computer
Software
Gross carrying amount as at 1st April, 2016 3.19
Additions during the year -
Gross carrying amount as at 31st March, 2017 3.19
Amortisation expense
As at 1st April, 2016 -
Amortisation for the year 1.06
As at 31st March, 2017 1.06
Net carrying amount as at 31st March, 2017 2.13
Net carrying amount as at 1st April, 2016 3.19

Note No. : 6 Non-current investments (H in Lakhs)


Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Joint Venture :
Carried at cost
Fully paid up :
Unquoted
Websol Energy System Europe KG 15.10 15.10 15.10
Less:- Provision for impairment of investments (15.10) (15.10) (15.10)
Total - - -

Note No. : 7 Trade receivables


(i) Non-current (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Unsecured, considered good - - 3,341.09
Total - - 3,341.09

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. : 8 Loans


(i) Non-current (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Unsecured, considered good
Loans
Related party (Refer note no. 37(9))
Erstwhile overseas joint venture 18.45 18.45 18.45
Less:- Provision for impairment of loan (18.45) (18.45) (18.45)
- - -
Others
Overseas corporate body - 757.84 588.83
Other corporate body 16.42 12.76 34.91
Total 16.42 770.60 623.74

(ii) Current (H in Lakhs)


Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Unsecured, considered good
Loans
Related party (Refer note no. 37(9))
Overseas corporate body 828.88 - -
Other corporate body - 128.50 494.26
Total 828.88 128.50 494.26

Note No. : 9 Other financial assets


(i) Non-current (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Unsecured, considered good
Security deposits 350.63 453.05 456.98
Total 350.63 453.05 456.98

Websol Energy System Limited


ANNUAL REPORT 2017-18 75
Notes forming part of Financial Statements (contd.)
Note No. : 9 Other financial assets (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
Interest accrued on fixed deposits 0.01 - -
Total 0.01 - -

Note No. : 10 Other assets (Unsecured, considered good)


(i) Non-current (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Capital advances - - 776.72
Advances other than capital advances
Cenvat Credit 119.72 - -
Advance for raw material 858.22 10.43 1,223.94
Advance to suppliers and others - - 181.98
Prepayments - - 221.18
Total 977.94 10.43 2,403.82

(ii) Current (H in Lakhs)


Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Capital advances 19.93 - -
Advances other than capital advances
Advances to suppliers and others 107.71 968.66 1,818.16
Advance against expenses 10.13 - -
Advance to Staff 6.71 - -
Electricity duty refundable 52.55 - -
Service tax input receivable 30.96 - -
GST input receivable 76.56 - -
Prepayments 5.46 196.51 171.85
Total 310.01 1,165.17 1,990.01

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

Note No. : 14 Current tax assets (H in Lakhs)


Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Advance Tax 91.00 - 19.10
Less : Provision for taxation (63.83) - -
Total 27.17 - 19.10

Note No. : 15 Equity share capital (H in Lakhs)


Particulars As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016
No. of shares (H in Lakhs) No. of shares (H in Lakhs) No. of shares (H in Lakhs)
(a) Authorised
Equity shares of par value H 10/- 6,00,00,000 6,000.00 6,00,00,000 6,000.00 6,00,00,000 6,000.00
each
6,000.00 6,000.00 6,000.00
(b) Issued, subscribed and paid up
Equity shares of par value H 10/- 1,12,86,553 1,128.66 1,12,86,553 1,128.66 1,12,86,553 1,128.66
each fully paid in cash
Equity shares of par value H 10/- 99,86,533 998.65 99,86,533 998.65 99,86,533 998.65
each fully paid up issued as
bonus shares by capitalization
of Securities Premium
Equity shares of par value H 10/- 54,02,647 540.26 7,00,000 70.00 7,00,000 70.00
each fully paid for consideration
other than cash
2,667.57 2,197.31 2,197.31

Websol Energy System Limited


ANNUAL REPORT 2017-18 77
Notes forming part of Financial Statements (contd.)
Note No. : 15 Equity share capital (contd.)
(c) Reconciliation of number and amount of equity shares outstanding: (H in Lakhs)
Particulars As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016
No. of shares (H in Lakhs) No. of shares (H in Lakhs) No. of shares (H in Lakhs)
At the beginning of the year 2,19,73,066 2,197.31 2,19,73,066 2,197.31 2,19,73,066 2,197.31
Shares issued during the year 47,02,667 470.27 - - - -
At the end of the year 2,66,75,733 2,667.57 2,19,73,066 2,197.31 2,19,73,066 2,197.31

(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% - - - -

Note No. : 16 Other equity (H in Lakhs)


Name of the shareholder As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016
(a) Capital Reserve
Balance as per last account 19,109.28 610.38
Add : Write back of Principal - 19,109.28 18,498.90 19,109.28 610.38
amount of Bank Loan and
FCCBs
(b) Securities Premium Account -
Balance as per last account 10,696.47 8,024.72
Add: Issue of equity shares 2,445.39 -
Add: Transfer From FCCB - 13,141.86 2,671.75 10,696.47 8,024.72
Redemption reserve
(c) FCCB Redemption Reserve
Balance as per last account - 2,671.75
Less: Transfer to Security - - 2,671.75 - 2,671.75
Premium Account on
Restructuring of FCCBs
(d) Retained earnings
Balance as per last account (26,200.31) (34,074.36)
Add: Net Profit for the year 263.38 (25,936.92) 7,874.06 (26,200.31) (34,074.36)
Total 6,314.22 3,605.45 (22,767.51)

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.

Repayment Schedule as at March 31, 2018 (H in Lakhs)


Particulars Maturity profile Total
Secured loan Less than 1 year 1-5 years Over 5 years
Term loan- Facility A - - - -
Term loan- Facility B - - - -
Invent Asset Reconstrucrtion Company Ltd. - 3,200.28 517.84 3,718.12

Repayment Schedule as at March 31, 2017 (H in Lakhs)


Particulars Maturity profile Total
Secured loan Less than 1 year 1-5 years Over 5 years
Term loan- Facility A - - - -
Term loan- Facility B - - - -
Invent Asset Reconstrucrtion Company Ltd. - 3,739.30 1,159.38 4,898.68

Repayment Schedule as at April 1, 2016 (H in Lakhs)


Particulars Maturity profile Total
Secured loan Less than 1 year 1-5 years Over 5 years
Term loan- Facility A - 23,697.61 - 23,697.61
Term loan- Facility B - 1,129.11 - 1,129.11
Invent Asset Reconstrucrtion Company Ltd. - - - -

Websol Energy System Limited


ANNUAL REPORT 2017-18 79
Notes forming part of Financial Statements (contd.)
Note No. : 17 Borrowings (contd.)
(ii) Current (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Loans repayable on demand
Working capital loans
From Banks
Secured
WCTL and FITL - - 3,690.53
Cash Credits/Working Capital Demand Loan - - 2,524.97
Export Packing Credit - - 789.81
Bills for Collection - - 509.80
OTS Payable to Federal Bank and ARCIL - 1,148.85 -
Loan from Related Party
Unsecured
Director - - 103.51
Bodies corporate - 1,609.12 1,841.03
Other loans and advances
Secured
Machinery Purchase Loan 570.76 568.96 582.07
Unsecured
From others 695.74 - -
Secured
From others 1,217.66 - -
Total 2,484.16 3,326.93 10,041.72

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.

Note No. : 18 Trade and Other Payables


(i) Non-current (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Other payables
Payable to Suppliers of Capital Goods
Total outstanding dues of micro and small enterprises - - -
Total outstanding dues of creditors other than micro and 3,838.40 1,757.53 34.53
small enterprises
Total 3,838.40 1,757.53 34.53

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

Note No. : 19 Other Financial Liabilities


(i) Non-Current (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Foreign Currency Convertible Bonds 5,248.19 - -
Total 5,248.19 - -

(ii) Current (H in Lakhs)


Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Interest accrued and due on loans - - 749.79
Unpaid Dividend* - 5.60 5.60
Other Payables
Provision for lease rent - 0.12 -
Unpaid salary and other payroll dues 142.77 78.24 74.88
Accrued expenses 501.63 1.64 1.05
Foreign Currency Convertible Bonds - 8,163.84 10,515.25
Total 644.40 8,249.44 11,346.57

* There is no amount outstanding to be transferred to Investor Protection and Education Fund.

Note No. : 20 Deferred tax liabilities (Net) (H in Lakhs)


Particulars Opening Balance Recognized in Closing Balance
profit or loss
As at 31st March, 2018
Tax effect of items constituting deferred tax liabilities
Depreciation 1,938.83 - 1,938.83
1,938.83 - 1,938.83
Tax effect of items constituting deferred tax assets
MAT credit entitlement 266.69 51.42 318.11
266.69 51.42 318.11
Net deferred tax liabilities / expense 1,672.14 (51.42) 1,620.72
As at 31st March, 2017
Tax effect of items constituting deferred tax liabilities
Depreciation 1,938.83 - 1,938.83
1,938.83 - 1,938.83
Tax effect of items constituting deferred tax assets
MAT credit entitlement - 266.69 266.69
- 266.69 266.69
Net deferred tax liabilities / expense 1,938.83 (266.69) 1,672.14

Websol Energy System Limited


ANNUAL REPORT 2017-18 81
Notes forming part of Financial Statements (contd.)
Note No. : 21 Other Current liabilities
(i) Non-current (H in Lakhs)
Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Lease Obligation 0.10 0.11 0.12
Deferred Income 481.07 694.88 -
Total 481.17 694.99 0.12

(ii) Current (H in Lakhs)


Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Advances from customers 129.56 422.22 1,148.22
Statutory liabilities 204.46 143.84 117.77
Lease Obligation 0.01 0.01 0.01
Deferred Income 213.81 213.81 -
Total 547.84 779.88 1,266.00

Note No. : 22 Provisions  (H in Lakhs)


Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Provision for Employee benefits
Gratuity 116.35 100.88 86.97
Other Provisions
Excise Duty 100.00 100.00 100.00
Total 216.35 200.88 186.97

Note No. : 23 Current Tax Liabilities  (H in Lakhs)


Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Provision for Income Tax - 278.73 -
Less: Advance Income Tax - 28.12 -
Total - 250.61 -

Note No. : 24 Revenue from operations (H in Lakhs)


Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Sale of goods
Solar Photovoltaic Cells and Modules 18,316.16 29,516.21
Other operating revenues
Tolling charges 11.09 91.83
Total 18,327.25 29,608.04

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

Note No. : 26 Cost of materials consumed  (H in Lakhs)


Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Opening stock 183.42 675.12
Add: Purchases 13,909.03 20,298.07
Carriage Inward 485.65 88.48
14,578.10 21,061.68
Less: Closing stock 806.78 183.42
13,771.32 20,878.26
Silicon Wafers 9,553.66 15,552.23
Silver & Aluminium Paste 1,429.11 2,541.81
Other Materials 2,788.55 2,784.22
Total 13,771.32 20,878.26

Note No. : 27 Stores and Spares consumed (H in Lakhs)


Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Opening Stock 32.59 91.37
Add: Purchase 868.87 1,207.16
Less: Closing Stock 47.25 32.59
Total 854.21 1,265.94

Websol Energy System Limited


ANNUAL REPORT 2017-18 83
Notes forming part of Financial Statements (contd.)
Note No. : 28 Changes in inventories of finished goods and work-in-progress  (H in Lakhs)
Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Finished Goods
Opening stock 157.17 798.59
Less : Closing stock 680.29 157.17
Total (A) (523.12) 641.42
Work- in-progress
Opening stock 50.00 490.94
Less : Closing stock 282.36 50.00
Total (B) (232.36) 440.93
Total (755.48) 1,082.35

Note No. : 29 Power and Fuel (H in Lakhs)


Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Power and fuel 1,130.71 1,085.15
Electric charges 2.87 2.70
Total 1,133.58 1,087.85

Note No. : 30 Employee benefits expense  (H in Lakhs)


Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Salaries, allowances, bonus and gratuity 796.45 708.96
Contributions to provident and other funds (Refer note no. 37 (5)) 63.84 55.60
Staff welfare expenses 16.51 21.42
Total 876.80 785.98

Note No. : 31 Finance costs  (H in Lakhs)


Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Interest
On financial assets carried at amortised cost 528.30 290.96
On one time settlement with bank and ARCs 47.24 24.26
Other borrowing costs 280.35 154.63
Total 855.89 469.85

Note No. : 32 Depreciation and amortisation expense  (H in Lakhs)


Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Depreciation of property, plant and equipment 1,638.21 1,513.86
(Refer note no. 4)
Amortisation of intangible assets 1.11 1.06
(Refer note no. 5)
Total 1,639.32 1,514.92

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

Note No. : 34 Exceptional Items (H in Lakhs)


Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Loss on discard of Property, plant and equipments - 1,100.52
Exchange Fluctuation (Profit) / Loss (80.94) (452.77)
Total (80.94) 647.75

Note No. : 35 Tax expense (H in Lakhs)


Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Current tax 52.38 278.73
Deferred tax (Refer note no. 20) (51.42) (266.69)
0.96 12.05

Websol Energy System Limited


ANNUAL REPORT 2017-18 85
Notes forming part of Financial Statements (contd.)
Note No. : 35 Tax expense (contd.)
Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Reconciliation of Tax Expense
Profit before tax 264.34 7,886.10
Applicable tax rate 20.39% 21.34%
Computed tax expense 53.90 1,683.02
Adjustment for:
Effect on Ind AS adjustment as at transition date 2.48 2.48
Changes in recognized temporary differences - (15.39)
Brought forward losses - 1,429.25
MAT Credit Entitlement 51.42 266.69
Other differences (0.96) (12.05)
Tax Expense 0.96 12.05

Note No. : 36 Earnings per share (H in Lakhs)


Particulars Year ended Year ended
31st March, 2018 31st March, 2017
Amount used as the numerator (H in Lakhs)
Profit for the year - (A) 263.38 7,874.06
Weighted average number of equity shares outstanding used as the denominator for 247.95 219.73
computing Basic Earnings per share - (B)
Weighted average number of equity shares outstanding used as the denominator for 351.53 351.41
computing Diluted earnings per share - (C)
Nominal value of equity shares (H) 10 10
Basic earnings per share (H) (A/B) 1.06 35.84
Diluted earnings per share (H) (A/C) 0.75 22.41

Note No. : 37 Other disclosures


1. Contingent liabilities (to the extent not provided for) (H in Lakhs)
Sl. Particulars As at As at As at
No. 31st March, 2018 31st March, 2017 1st April, 2016
A. Contingent liabilities :
(i) Income tax penalty* 628.05 628.05 628.05
(ii) Excise duty and penalty** 287.54 466.32 863.65
(iii) Trade payable- Liquidated damages 20.00 20.00 20.00
935.59 1,114.37 1,511.70

(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:

Defined Contribution Plan :


Employee benefits in the form of Provident Fund and Employee State Insurance Corporation are considered as defined
contribution plan.

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.

Websol Energy System Limited


ANNUAL REPORT 2017-18 87
Notes forming part of Financial Statements (contd.)
Note No. : 37 Other disclosures (contd.)
7. Disclosure under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
There are no transactions which are required to be disclosed under Schedule V to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

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.

The future minimum rentals are as follows: (H in Lakhs)


Particulars As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Not later than one year 22.03 22.03 22.03
Later than one year and not later than five years 104.64 104.64 104.64
Later than five years 12.81 34.85 56.88
Total 139.48 161.52 183.55

9. Related party disclosures


a) Name of the related parties and description of relationship :
i) Key Managerial Personne Mr. S.L. Agarwal – Managing Director
(KMP): Smt Sima Jhunjhunwala -Whole Time Director
Smt Sweta Biyani

ii) Other related parties:


Close members of KMP : Sangrima Enterprise – Relative of Managing Director is Partner in the firm
Significant influence entities: S.L Industries Pvt Ltd (Promoter Company)

b) Transactions with Related parties : (H in Lakhs)


Nature of transaction / Significant Key Managerial Close members of Total
Name of the related party influence entities Personnel (KMP) KMP
(i) Compensation/Remuneration of KMP
Mr. S.L. Agarwal - 64.02 - 64.02
(37.92)
Smt Sima Jhunjhunwala - 18.28 - 18.28
(17.12)
Smt Sweta Biyani - 2.07 - 2.07
- (1.36) - (1.36)
(ii) Unsecured Loan taken
S. L. Industries Pvt. Ltd. 684.32 - - 684.32
(553.08) - - (553.08)
(iii) Unsecured Loan Repayment
S. L. Industries Pvt. Ltd. 669.53 - - 669.53
(713.15) - - (713.15)

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
- - - -

Balance outstanding as at the year end:


(i) Unsecured Loan Payable Outstanding
S. L. Industries Pvt. Ltd. 206.23 - - 206.23
(191.44) - - (191.44)
(ii) Trade Payable outstanding at the end
of the year
Sangrima Enterprise - - 62.74 62.74
- - (240.35) (240.35)
(iii) Trade Receivable outstanding at the
end of the year
Sangrima Enterprise - - 96.19 96.19
- - - -

c) Details of Remuneration paid/payable to KMP: (H in Lakhs)


Particulars Mr. S.L. Agarwal Smt Sima Smt Sweta Biyani Total
Jhunjhunwala
Short-term employee benefits
Salary 57.68 16.06 1.80 75.55
Perquisites 2.89 1.29 0.03 5.49
60.57 17.36 3.11 81.04
Post-employment benefits
Contribution to Provident Fund, Gratuity and 3.45 0.93 0.24 4.47
other Funds *
64.02 18.28 2.07 85.51

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.

Websol Energy System Limited


ANNUAL REPORT 2017-18 89
Notes forming part of Financial Statements (contd.)
Note No. : 37 Other disclosures (contd.)
10. Financial instruments - Accounting, Classification and Fair value measurements
A. Financial instruments by category
As at 31st March, 2018 (H in Lakhs)
Sl. Particulars Refer Total Fair Carrying value
No. Note No. Value Amortized cost FVTOCI FVTPL Total
(1) Financial assets
(a) Trade receivables 7 2,134.26 2,134.26 - - 2,134.26
(b) Cash and cash equivalents 12 7.12 7.12 - - 7.12
(c) Bank Balances other than 13 0.35 0.35 - - 0.35
Cash and cash equivalents
(d) Loans 8 845.30 845.30 - - 845.30
(e) Other financial assets 9 350.64 350.64 - - 350.64
Total 3,337.67 3,337.67 - - 3,337.67
(2) Financial liabilities
(a) Borrowings 17 8,069.30 8,069.30 - - 8,069.30
(b) Trade payables 18 9,984.21 9,984.21 - - 9,984.21
(c) Other financial liabilities 19 5,892.58 5,892.58 - - 5,892.58
Total 23,946.09 23,946.09 - - 23,946.09

As at 31st March, 2017 (H in Lakhs)


Sl. Particulars Refer Total Fair Carrying value
No. Note No. Value Amortized cost FVTOCI FVTPL Total
(1) Financial assets
(a) Trade receivables 7 129.83 129.83 - - 129.83
(b) Cash and cash equivalents 12 303.68 303.68 - - 303.68
(c) Bank Balances other than 13 17.73 17.73 - - 17.73
Cash and cash equivalents
(d) Loans 8 899.10 899.10 - - 899.10
(e) Other financial assets 9 453.05 453.05 - - 453.05
Total 1,803.39 1,803.39 - - 1,803.39
(2) Financial liabilities
(a) Borrowings 17 8,417.05 8,417.05 - - 8,417.05
(b) Trade payables 18 5,613.63 5,613.63 - - 5,613.63
(c) Other financial liabilities 19 8,249.44 8,249.44 - - 8,249.44
Total 22,280.12 22,280.12 - - 22,280.12

As at 1st April, 2016 (H in Lakhs)


Sl. Particulars Refer Total Fair Carrying value
No. Note No. Value Amortized cost FVTOCI FVTPL Total
(1) Financial assets
(a) Trade receivables 7 10,548.27 10,548.27 - - 10,548.27
(b) Cash and cash equivalents 12 56.28 56.28 - - 56.28
(c) Bank Balances other than 13 17.07 17.07 - - 17.07
Cash and cash equivalents
(d) Loans 8 1,118.01 1,118.01 - - 1,118.01

90 FINANCIAL STATEMENTS
Notes forming part of Financial Statements (contd.)
Note No. : 37 Other disclosures (contd.) (H in Lakhs)

Sl. Particulars Refer Total Fair Carrying value


No. Note No. Value Amortized cost FVTOCI FVTPL Total
(e) Other financial assets 9 456.98 456.98 - - 456.98
Total 12,196.61 12,196.61 - - 12,196.61
(2) Financial liabilities
(a) Borrowings 17 35,219.95 35,219.95 - - 35,219.95
(b) Trade payables 18 15,828.07 15,828.07 - - 15,828.07
(c) Other financial liabilities 19 11,346.57 11,346.57 - - 11,346.57
Total 62,394.59 62,394.59 - - 62,394.59

B. Fair value hierarchy


The fair value of the financial assets and financial liabilities are included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

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).

11. Financial risk management objectives and policies


The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company’s Board of Directors has overall
responsibility for the establishment and oversight of the Company’s risk management framework. This note explains the sources
of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

(a) Credit risk


Credit risk is the risk that a counterparty will not meet its obligations under financial instrument or a customer contract
leading to a financial loss. The Company is exposure to credit risk from its operating activities primarily trade receivables
with exchanges and from its financing activities including deposits placed with bank and other financial instruments/assets.
Credit risk from balances with bank and other financial instrument is managed in accordance with company’s policies.

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.

Websol Energy System Limited


ANNUAL REPORT 2017-18 91
Notes forming part of Financial Statements (contd.)
Note No. : 37 Other disclosures (contd.)
Customer credit risk is managed as per company’s established policy, procedure and control related to credit risk
management. Credit quality of the customer is assessed based on his previous track record and funds & securities held by
him in his account and individual credit limit are defined according to this assessment. Outstanding customer receivables
are regularly monitored. An impairment analysis is performed at each balance sheet date on an individual basis for major
clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment
collectively. Assets are written off when there is no reasonable expectation of recovery. The Company continues to engage
with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognized in
statement of profit and loss. The maximum exposure to credit risk at the balance sheet date is the carrying value of each
class of financial assets.

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.

Expected credit loss for trade receivables under simplified approach


In respect of trade receivables, the Company considers provision for lifetime expected credit loss. Given the nature of
business operations, the Company’s trade receivables has low credit risk. Further, historical trends indicate any shortfall
between such deposits held by the Company and amounts due from customers have been negligible. Hence, no loss
allowances using life time expected credit loss mode is required.

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

(b) Liquidity risk


Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligation on time or at reasonable
price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability
of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the
business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management
monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash
flows. The Company takes into account the liquidity of the market in which the entity operates.

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

(c) Market risk


Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in
market prices. Market rate risk comprises of currency risk, interest rate risk and other price risk such as equity price risk and
commodity risk.

Foreign currency risk


Foreign currency risk is the risk of impact related to fair value of future cash flows if an exposure in foreign currency, which
fluctuate due to change in foreign currency rate. The Company’s exposure to the risk of changes in foreign exchange rates
relates primarily to the Company’s foreign currency denominated borrowings and trade payables. The foreign currency risk
is unhedged.

Unhedged Foreign Currency exposures are as follows:- (H in Lakhs)


Nature Currency As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Amount receivable on account of sale of USD NIL NIL 16.80 million
goods, loans and advances, interest, etc. (excluding of
interest and penal
interest
Amount payable on account of purchase USD NIL NIL NIL
of goods and services, loans and
advances, interest, etc.

Interest rate risk


Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change
in market interest rate.

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.

The Company has no variable rate borrowings.

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.

Websol Energy System Limited


ANNUAL REPORT 2017-18 93
Notes forming part of Financial Statements (contd.)
Note No. : 37 Other disclosures (contd.)
12. Capital Management
Risk management
For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other
equity reserves attributable to the equity share-holders of the Company. The Company’s objective when managing capital is to
safeguard its ability to continue as a going concern so that it can continue to provide returns to shareholders and other stake
holders and maintain an optimal capital structure to reduce the cost of Capital.

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.

13. First-time Adoption of Ind AS


(i) These financial statements, for the year ended 31st March, 2018, are the first financial statements, the Company has
prepared in accordance with Ind AS.

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

B. Reconciliation of equity as reported under previous GAAP is summarized as follows: (H in Lakhs)


Particulars Notes As at As at 31st March, 2017
1st April, 2016 (end of last period
(Date of presented under previous
transition) GAAP) 31st March, 2017
Equity as reported under previous GAAP (20,486.73) 5,946.74
Add/(Less) - Effect of transition to Ind AS
(i) Impairment of property, plant and equipments 13(iv)(d) (49.64) (49.64)
(ii) Impact on lease obligation 13(iv)(b) 1.07 1.07
(iii) Financial assets / liabilities carried at amortised cost 13(iv)(a) - (59.79)
(iv) Expected credit losses of financial assets 13(iv)(c) (34.90) (33.55)
(v) Other adjustments 13(iv)(b) - (2.07)
Net impact of Ind AS adjustments (83.47) (143.98)
Equity as reported under Ind AS (20,570.20) 5,802.76

(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

Websol Energy System Limited


ANNUAL REPORT 2017-18 95
Notes forming part of Financial Statements (contd.)
Note No. : 37 Other disclosures (contd.)
and subsequently carried at amortised cost determined using the effective interest rate. Any difference between
transaction price and fair value affects profit and loss unless it quantifies for recognition as some other type of asset /
liability.

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.

f) Under Ind AS, there is no impact on cash flow statement.

14. Standards issued but not yet effective:


The standard issued, but not yet effective up to the date of issuance of the Company financial statements is disclosed below.
The Company intends to adopt this standard when it becomes effective.

Ind AS 115 Revenue from Contracts with Customers


Ind AS 115 was issued in February 2015 and establishes a five step model to account for revenue arising from contracts with
customer. Under Ind AS 115 revenue is recognized at an amount that reflects the consideration to which an entity expects to
be entitled in exchange for transferring goods or services to a customer. The new revenue standard will supersede all current
revenue recognition requirements under Ind AS. This standard will come into force from accounting period commencing on
or after 1st April 2018. The Company will adopt the new standard on the required effective date. During the current year, the
Company performed a preliminary assessment of Ind AS 115, which is subject to changes arising from a more detailed ongoing
analysis.

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

PROXY FORM : MGT-11


[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s): .........................................................................................................................................................................................................................


Registered Address : ................................................................................................................................................................................................................................
E-mail ID : ...................................................................................................................................................................................................................................................
Folio No/DP ID & Client ID : ....................................................................................................................................................................................................................
I/We, being the Member(s) of Websol Energy System Limited, holding………………………….Equity Shares of the above named Company,
hereby appoint :

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 :

Sl. Resolutions Optional *


No. For Against
Ordinary Business
1 Adoption of the Audited Balance Sheet of the Company as at 31st March, 2018, the Statement of Profit &
Loss and the cash flow statement for the year ended as on that date together with Notes, Reports of the
Board of Directors and Auditors thereon.
2 To appoint M/s G.P Agrawala & Co, Chartered Accountants (FRN 302082E) as the Statutory Auditors of the
Company for five years in place of T More & Co, Statutory Auditors (FRN 327844E) who have resigned from
the auditor ship of the Company and to authorize the Board of Directors to fix their remuneration.
3 To appoint a Director in place of Shri Sohan Lal Agarwal, Managing Director (DIN 00189898), who retires by
rotation and being eligible offer himself for re-appointment.

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

Miss. Sweta Biyani Phone: 03174-222932


Fax: 03174-222933.
Bankers
CIN: L29307WB1990PLC048350
Invent Asset Reconstruction
Company Ltd E-mail: websol@webelsolar.
com
Auditor Website: www.webelsolar.com
T. More & Co.Chartered
Accountants
Registrar & Share
Transfer Agents
R & D Infotech Pvt. Ltd.
7A, Beltala Road, 1st Floor,
Kolkata – 700026
Phone: +91-33-2419-2641/42
Fax: +91-33-2476-1657
E-mail: [email protected]

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

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