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Waaree Technologies Ltd.

BSE: 539337 Sector: Industrials
NSE: N.A. ISIN Code: INE725P01012
BSE 00:00 | 11 Dec Waaree Technologies Ltd
NSE 05:30 | 01 Jan Waaree Technologies Ltd
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OPEN 17.95
CLOSE 16.00
VOLUME 24000
52-Week high 17.95
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Waaree Technologies Ltd. (WAAREETECH) - Director Report


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Company director report

To

The Shareholders

Waaree Technologies Limited

Mumbai

Your Directors are pleased to present the 6th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The Board's Report shall be prepared based on the standalone financial statements ofthe Company.

Particulars Year Ending March 2019 Year Ending March 2018
Amt. in Rs. Amt. in Rs.
Total Income 15352928 68524011
Less: Expenditure 15809419 67300596
Profit/(Loss) before Interest Depreciation & Tax (456491) 1223415
Less: Interest 529586 64203
: Depreciation and Amortization Cost 1351 259332
Profit/(Loss) before Tax (987428) 899879
Less: Tax Expense (192341) 355722
Profit/(Loss) after Tax (795087) 544157

2. BRIEF DESCRIPTION OF THE COMPANY'S OPERATIONS DURING THE YEAR / STATE OFCOMPANY'S AFFAIR

During the current period your company has shown decrease in revenue to the extent of77.60 % from Rs. 6.85 crores during F.Y. 2017-18 to Rs. 1.54 crores during F.Y. 2018-19.The Profit /(Loss) before Tax during F.Y. 2018-19 was loss of Rs. 9.87 Lacs as againstprofit of Rs. 8.99 lacs during F.Y. 2017-18.

3. NATURE OF BUSINESS

During the financial year the company understood module trading business in additionto PV Tapes & Adhesive business. The alteration in object clause to enable the Companyto carry out new business activities was approved by the members at the Extra-ordinaryGeneral Meeting held on November 27 2018.

The Company earlier was engaged in the business of manufacturing converting andsupplying of adhesive tapes and synthetic paper (teslin papers) from jumbo rolls ofadhesive tapes and synthetic paper (teslin) respectively and

4. NAME CHANGE OF THE COMPANY

During the financial year the change in the name of the Company from H.K. TradeInternational Limited to Waaree Technologies Limited has been approved by the Registrar ofCompanies vide fresh certificate of incorporation dated January 07 2019.

5. DIVIDEND

The company has decided to sustain the growth in line with the long-term growthobjective of the Company by retaining the profits and utilizing the same for opportunitiesin hand.

6. SHARE CAPITAL

The Paid up equity share capital as at March 31 2019 is Rs. 2.632 crores. There is nochange in Paid up share capital of the company during the year.

7. RESERVES

No amount has been transferred by the Company to Reserves during the year.

8. CORPORATE GOVERNANCE

With reference to the captioned subject and regulation 15(2) (b) of the saidregulations the compliance with the corporate governance provisions as specified inregulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation 46 and para C D and E of the Schedule V shall not apply to those listedentity which has the specified securities on the SME Exchange.

Further Company is listed on the SME Platform of BSE Limited having net worth of Rs.3.93 crore only. Hence Compliance with above mentioned provisions relating to CorporateGovernance are not applicable and the Company is not required to file report on CorporateGovernance Report on quarterly basis with the Stock Exchange.

9. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT- 9 is annexed herewith as annexure- I.

10. SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31 2019 the Company has no subsidiary or Associate Company or JointVenture Company.

11. CONSOLIDATED FINANCIAL STATEMENT

The Company is not required to consolidate its financial statements in terms ofprovisions of Companies Act 2013 and rules there-under.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to financial statements for thefinancial year ended on March 2019.

13. BOARD EVALUATION INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act 2013 and under obligations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board carries outthe annual performance evaluation of its own performance of the Directors individually aswell as the evaluation of working of its various Committees. A structured questionnaire isprepared after taking into consideration the inputs received from Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees board culture execution and performance of specific dutiesobligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

14. BOARD OF DIRECTORS & COMMITTEES THEREOF

(a) Composition of the Board of Directors

The Board of the Company is composed of individuals from diverse fields. The Board ofthe Company is composed of Executive Non-Executive and Independent Directors.

As on March 31 2019 the strength of the Board of Directors of the Company was at FourDirectors comprising of Two Executive and Two Non-Executive Independent Directors. Thedetails of the Board of Directors as on March 31 2019 are given below:

Name of the Director Designation Date of Joining No. of Directorships / Committee Memberships/ Chairmanships
Public Limited Companies (including this) Private Limited and Section 8 Companies Committee Memberships (including this Committee Chairman Ships (including this
Mr Rajender Mohan Malla Non Executive Independent Director 20/03/19 11 3 04 Nil
Mr. Kirit Chimanlal Doshi Chairman & Managing Director 24/10/18 1 8 01 Nil
Mrs Ruchi Sethi Non Executive Independent Director 20/03/19 1 Nil Nil 03
Mr. Rushabh Pankaj Doshi Executive Director 24/10/18 1 1 02 Nil

The composition of the Board also complies with the provisions of the Companies Act2013 and Regulation 17 (1) of SEBI (LODR) Regulations 2015.

All the Independent Directors had furnished to the Company a declaration under section149 (7) of the Companies Act 2013 stating that they meet the criteria of independence asprovided under section 149(6) of the Companies Act 2013 and SEBI Listing Regulations.

(b) Board Meetings

The Board/Committee meetings are pre-scheduled and proper notices of Board andCommittee meetings is circulated to the Directors well in advance to enable them to plantheir schedules and to ensure their meaningful participation in the meetings.

During the financial year under review 06 (Six) Board meetings were held on May 142018 August 31 2018 October 24 2018 November 14 2018 February 15 2019 and March20 2019. The gap between two Board meetings was in compliance with the provisions of theAct and the SEBI (LODR) Regulations 2015. Details of Directors as on March 31 2019 andtheir attendance at the Board meetings and Annual General Meeting ("AGM") duringthe financial year ended March 31 2019 are given below:

No. of the Meeting held Name of the Director
Mr. Mahesh Mehta** Ms. Megha Chandawalla*** Mr. Kamlesh Kapadia*** Mr. Santosh Sawant*** Mr. Kirit Chimanlal Doshi* Mr. Rushabh Pankaj Doshi * Mr. Hirenkumar Desai ****
14/05/2018 N.A N.A N.A
31/08/2018 N.A N.A N.A
24/10/2018 NA N.A N.A N.A
14/11/2018 N.A
15/02/2019 N.A LOA LOA LOA
20/03/2019 N.A N.A N.A N.A
EGM
(27/11/2018) X X X X
AGM X X X
(29/09/ 2018)

*Appointed with effect from 24/10/2018 **Resigned with effect from 24/10/2018 ***Resigned with effect from 05/03/2019

**** Appointed with effect form 24/10/2018 and resigned with effect from 11/04/2019

(c) Audit Committee

The Audit Committee in terms of the provisions of section 177 of the Companies Act2013 comprising of Mrs. Ruchi Sethi Mr. Rajender Mohan Malla and Mr. Rushabh PankajDoshi.

Mrs. Ruchi Sethi Independent Director is the Chairman of the Audit Committee.

During the financial year ended on March 31 2019 4 (four) meeting of the AuditCommittee were held on May 14 2018 August 31 2018 November 14 2018 and February 152019 which were attended by all the members of the Committee.

(d) Nomination And Remuneration Committee

The Nomination and Remuneration Committee in terms of the provisions of section 178 ofthe Companies Act 2013 comprising of Mrs. Ruchi Sethi and Mr. Rajender Mohan Malla.

Mrs. Ruchi Sethi Independent Director is the Chairman of the Nomination andRemuneration Committee.

During the financial year ended on March 31 2019 three meetings of the Nomination andRemuneration Committee were held on August 31 2018 October 24 2018 and March 20 2019which were attended by all the members of the Committee

(e) Stakeholders Relationship Committee

The Stakeholders Relationship Committee in terms of the provisions of section 178 ofthe Companies Act 2013 comprising of Mr. Kirit Chimanlal Doshi Mr. Rushabh Pankaj Doshiand Mrs. Ruchi Sethi.

Mrs. Ruchi Sethi i Independent Director is the Chairman of the StakeholdersRelationship Committee.

During the financial year ended on March 31 2019 4 (Four) meeting of the StakeholdersRelationship Committee were held on May 14 2018 August 31 2018 November 14 2018 andFebruary 15 2019 which were attended by all the members of the Committee.

15. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec. 134 (5) of the Companies Act 2013 the Directorsconfirm that.

i. in preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.

ii. appropriate accounting policies have been selected and applied and such judgmentand estimates have been made that are reasonable and prudent so as to give true and fairview of the state of affairs of the company as at March 31 2019 and of the profit of thecompany for the year ended that date.

iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts have been prepared on a "going concern "basis.

v. proper internal financial controls are laid down and are adequate and operatingeffectively.

vi. proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems are adequate and operating effectively.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions entered into with Related Parties (as defined under the Companies Act2013) during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013 and were within the ambit of Reg. 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. There were no materially significanttransactions with related parties during the financial year which were in conflict withthe interests of the Company. Suitable disclosure as required by the Accounting Standards(Ind AS 24) has been made in the notes to the Financial Statements.

Form AOC-2 as required under the Companies Act 2013 for related party transaction isannexed as Annexure II to the Directors Report.

17. RISK MANAGEMENT

During the financial year under review the Company has identified and evaluateselements of business risk. Consequently a Business Risk Management framework is in place.The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks. The framework has different risk models which help inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for business.

18. CONSERVATION OF ENERGY TECHNICAL ABSORPTION FOREIGN EXCHANGE EARNING:

(A) Conservation of Energy

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to the Company duringthe financial year under review.

(B) Technology Absorption

The Company is doing its business by ensuring optimum utilisation of its availableresources. Your company has not taken any research & development activity so far.

(C) Foreign Exchange Earnings and Outgo

The Company has not incurred in foreign currency during the financial year 2018-19.

19. POLICIES:

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandated theformulation of certain policies for all listed companies. In compliance with the same theCompany has formulated the policies. The corporate governance policies viz. Policy onRelated Party Transactions Policy on Board Diversity Policy on Disclosure of MaterialEvent / Information Code of Fair Disclosure under SEBI (Prohibition of Insider Trading)Regulations 2015 Whistle Blower Policy etc. are available on our Company's website:www.hktrade.in

POLICY ON NOMINATION AND REMUNERATION POLICY

The policy of the Company on director's appointment and remuneration includingcriteria for determining qualification positive attributes independence of a directorand other matters provided under sub - section (3) of Section 178 of the Companies Act2013 was framed on the recommendation of Nomination and Remuneration Committee andapproved by the Board.

The key objective of this policy is selection appointment of and remuneration to KeyManagerial Personnel Directors and Senior Management Personnel. The said policy isavailable on our Company's website: www.hktrade.in.

RISK MANAGEMENT POLICY:

A Risk Management Policy was framed and approved by the Board. The objective of thispolicy is to minimize the adverse impact of various risks on business goals and objectivesand enhancement of the value of stakeholders. The risk management process has beenreviewed by the Risk Management Committee.

RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standardoperating procedures for the purpose of identification and monitoring of transactions withthe related parties.

The policy on related party transactions as approved by the Board of Directors has beenuploaded on the website of the Company www.hktrade.in None of the Directors has anypecuniary relationship or transactions visa-a-visa the Company.

POLICY ON MATERIAL SUBSIDIARY

The details of the policy have been disclosed on company's website at www.hktrade.in

FAMILIARIZATION PROGRAMME FOR DIRECTORS

The details of the familiarization programme have been disclosed on company's websiteat www.hktrade.in

CODE OF CONDUCT

In Compliance with Regulation 26(3) of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 The Company has laid down theCode of Conduct for all Board members and senior management of the Company which isavailable on the Company's Website at www.hktrade.in

All the Board members and senior management of the Company have affirmed compliancewith their Code of Conduct for the financial year ended March 31 2019. The ManagingDirector has also confirmed and certified the same. The certification is annexed at theend of this report.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices. The Company alwaysendeavours to create and provide an environment that is free from discrimination andharassment including sexual harassment. The Company has in place an Anti-Sexual HarassmentPolicy in line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC)has been set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. No complaintswere received by the company during the year for sexual harassment.

In order to build awareness in this area the Company has been conducting programmes inthe organisation on a continuous basis.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has implemented a vigil mechanism policy (Whistle blower policy) wherebythe employees can raise their concerns on any violation of legal or regulatoryrequirements suspicious fraud misfeasance misrepresentation of any financial statementsand reports. The policy safeguards the whistle blower and also provides a direct access tothe Chairman of Audit Committee. During this year no complaints were received under thismechanism nor has any personnel been denied access to the Audit Committee.

The details of the Policy are posted on the website of the Company: www.hktrade.in

20. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety Health and Environmental (SHE)performance related to its activities products and services. Your Company is takingcontinuous steps to develop Safer Process Technologies and Unit Operations and has beeninvesting heavily in areas such as Process Automation for increased safety and reductionof human error element. Enhanced level of training on Process and Behavior based safetyadoption of safe & environmental friendly production process; Management System isdone on a continuous basis.

The Company is committed to continuously take further steps to provide a safe andhealthy environment.

21. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany.

22. SIGNIFICANT AND MATERIAL OREDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

23. ADEQUACY OF INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems for the business processes in respectof all operations financial reporting compliance with laws and regulations etc. Themanagement information system forms an effective and sound tool for monitoring andcontrolling all operating parameters. Regular internal audits ensure that responsibilitiesare executed effectively. The Audit Committee reviews the adequacy of internal controls onregular basis.

24. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS:

The Company was listed on BSE SME segment for the Financial Year 2015-16. The Companyconfirms that it has paid the Annual Listing Fees for the year 2019-2020 to BSE where theCompany's Shares are listed.

25. STATUTORY AUDITOR

M/S. R T Jain & Co. LLP Chartered Accountants (Firm Registration No. 103961W) wereappointed as the statutory auditor of the Company for a period of five years at the AnnualGeneral Meeting (AGM) of the Company held on September 30 2016 to hold office from theconclusion of the Third AGM till conclusion of the Eight AGM to be held in the year 2021.

The Report given by the Auditor on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditor in their Report.

26. SECRETARIAL AUDITOR

The Board appointed M/s. R.M. Mimani & Associates LLP Company Secretaries toconduct Secretarial Audit for the Financial Year 2018-19. The Secretarial Audit Report forthe Financial Year ended March 31 2019 is attached to this Report in Annexure III.

27. COST AUDIT

Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the financial yearunder review.

28. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act 2013 read with Rule5(1) (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company are not applicable to theCompany during the financial year.

29. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report under requirements of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 forms part of this AnnualReport for the year ended 31st March 2019.

30. CAUTIONARY STATEMENT

Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute 'forward looking statements' within the meaning of applicablelaws and regulations. Although the expectations are based on reasonable assumptions theactual results might differ.

31. APPRECIATIONS AND ACKNOWLEDGMENTS

The Directors wish to thank and deeply acknowledge the co-operation assistance andsupport extended by the Regulatory Authorities Company's Bankers Customers Shareholdersand other business constituents during the year under review. It will be your Company'sendeavour to build and nurture strong links with the trade based on mutuality of benefitsrespect for and co-operation with each other consistent with consumer interests.

The Directors also wish to place on record their appreciation for all roundco-operation and contribution made by employees at a

For and on behalf of the Board
Waaree Technologies Limited
(Formerly known as H K Trade International Limited)
Sd/- Sd/-
Kirit Chimanlal Doshi Rushabh Pankaj Doshi
(Chairman & Managing Director) (Executive Director & CFO)
(DIN: 00211972) (DIN: 07829435)

Place: Mumbai

Dated: July 30 2019