Solar Industries India Ltd
Chairman Speech
CHAIRMAN'S INSIGHTS
Prospering with all stakeholders
- Solar will be the first Indian company to fully indigenise and
develop Loitering Munitions (LM) in house. This Indian innovation will prove to be an
important step ahead in Solar's commitment of making India self reliant in ammunition.
Dear Shareholders,
On behalf of Solar Industries India Limited, I extend my warmest
greetings to you. I hope you and your family are safe and in good health. It gives me
great pleasure to present the Company's 27th Annual Report for FY 2021-22.
Our Strength, Our People
As we continue to navigate the uncertainties of the Covid-19
pandemic, safety and well-being of our employees still remain our topmost priority.
Through these arduous times, our team at Solar has shown great resilience and strength to
ensure uninterrupted operations. To support our employees, we established work-from-home
infrastructure, periodically conducted RT-PCR testing and provided free vaccinations. The
pandemic took the world by storm and still continues to disrupt people across the globe
and I would like to laud the heroic efforts of all the frontline workers, who directly
engage in the fight against the virus every day and illuminate the way for humanity.
Reflecting on FY 2021-22
After a tumultuous two years post the outbreak of the Covid-19
pandemic, the global economy has shown steady progress and recovery. Some developed
economies have played a crucial role in the global economic recovery while developing
economies are anticipated to experience growth. Equitable vaccine distribution and headway
in medical research across the world have been crucial steps that have helped minimise the
repercussions of the pandemic and gave the global economy growth a chance to recover
again.
Additionally, the government has bolstered the Indian defence sector
by allocating 25% of the defence R&D budget to the private sector, which will go a
long way towards breaking the public sector's monopoly on creating cutting-edge military
equipment.
The Indian economy is projected to grow by 8.9% in FY 2021-22, at
the backdrop of favourable reforms and increased domestic consumption. The country's
strong economic fundamental will help withstand short-term pressures of inflations and
remain a fast growing economy in the world.
The Union Budget of FY 2022-23 has focused on overall economic
growth, there has been an increase of 35.4% in Capital Expenditure as compared to FY
2021-22 which is bound to boost the economy. The budget has laid a notable emphasis on
infrastructure as well as increasing support for small and medium businesses.
Additionally, the government has bolstered the Indian defence sector
by allocating 25% of the defence R&D budget to the private sector, which will go a
long way towards breaking the public sector's monopoly on creating cutting-edge military
equipment.
In keeping with the government's Aatmanirbhar Bharat goal, 68% of
capex is designated for domestic procurement, which is up by 10% over the previous budget
and will reduce India's dependency on defence imports. The government also catered to the
long-standing demand of the defence industry by introducing a nodal umbrella body for
testing and certification.
Based on synchronised growth across major industries and supportive
government reforms, the country is looking forward to a brighter future.
Business Performance
We have secured outstanding progress in FY 2021-22. Robust growth
and project execution across all sectors have enabled us to surpass yearly revenue growth
targets. Our sales stood at RS 3948 Crore for the current fiscal year, in comparison to RS
2516 Crore in the previous year, a 57% increase. We recorded EBITDA margins of 19.43%, as
against 21.31% the year before, and our Net Profit stood at RS 441 Crore, compared to RS
276 Crore in the previous year.
Despite challenges related to an unprecedented increase in commodity
prices across business verticals, increased freight and forwarding charges and foreign
exchange fluctuations, we have demonstrated a strong financial performance during the
year. We have also successfully commenced commercial execution of Multi Mode Hand Grenades
(MMHG) orders from the defence industry. The defence sector continues to contribute to our
top line along with other industries like mining, exports, overseas markets, housing and
infrastructure. To keep pace with advancements in defence technologies and adopt force
multipliers to counter enemy threats we took up the challenge to enter the field of drones
and counter drones. Our drones can be used in both offensive and defensive roles. In
offensive role these drones can be used to target enemy troops, bunkers, vehicles and
tanks. In defensive role we have developed anti-drone system capable of soft kill and hard
kill using micro-missiles.
A loitering munition (LM) (also known as a suicide drone or kamikaze
drone) is a weapon system category in which the munition loiters around the target area
for some time, searches for targets, and attacks once a target is located. Solar will be
the first Indian company to fully indigenise and develop loitering munitions (LM)
in-house. This Indian innovation will prove to be an important step ahead in Solar's
commitment of making India self reliant in ammunition.
Positioning for Future Growth
We are committed to deliver continued and profitable business
growth. Our positioning for future growth is driven by our refreshed strategy for moving
forward. All our endeavours are part of a collective effort by our employees and a
commendable cross-departmental collaboration. Each of our departments is led by senior
management personnel, with extensive knowledge in their respective areas which they
effectively execute across their departments.
With an extended focus on developing new and upgraded products, the
Company aims to strategically focus on increasing its contribution to the defence sector
and upgrading its existing skills. Over the short-term, we are aiming to improve product
as well as process efficiency, and in order to do that we are we are stepping up
technological innovation to support cutting-edge processes and upgrading our
infrastructure to adapt to best industry practices.
As we forge ahead, we aim to further strengthen our position as
global leaders in the explosives industry. To achieve our long-term objectives, we have
announced green field investments in Australia. The proposed cartridge plant in Australia
is also expected to be a key investment area that is anticipated to further aid our
efforts to shorten delivery time to the customers.
The Indian economy offers promising prospects for the growth of the
organisation. With better opportunities, the government's focus on sectors like
infrastructure and real estate and emphasis on Atmanirbhar Bharat, Make in India, PM
GatiShakti National Master Plan (PMGS-NMP), Pradhan Mantri Awas Yojana, and Housing for
All, we are poised to capitalise on emerging opportunities within the country. We are
optimistic that with the increased outlay for infrastructure and defence procurement,
particularly with the stated policy of procuring 68% from domestic industry, industries
like ours will be benefitted to a great extent.
We are not only expanding our geographical footprint, but also
improving production facilities and internal capabilities by developing new and improved
products in India to cement our position in an evolving market. In the overseas market, we
have a strong presence in Turkey, Nigeria, Zambia, South Africa and have started
operations in Tanzania and Ghana. Additionally we endeavour to broaden our reach, enhance
our product portfolio and sustain market leadership in emerging markets around the world.
Dividend
We have recommended the dividend payout of 375% this year which is
25% more than the previous year.
Occupational Health
Solar is dedicated to providing a safe and healthy working
environment to all its employees and workers. Our Safety, Health and Environment
management is based on ISO 14001/2015 and OHSAS/800/2007 principles and supplemented by
stringent regulatory standards. Our health and safety policy takes into account all
occupational hazards and diligently undertakes efforts to propagate training on workplace
safety. Benefits such as insurance, retirement plans, healthcare, and disability coverage
are also offered to our employees.
Ethical Governance
As a responsible organisation, we lay great emphasis on corporate
governance to ensure business sustainability. At Solar, we follow transparent reporting
practices and consistently improve internal communication systems to create a robust
corporate governance policy that focuses on active and meaningful engagement with the
stakeholder community.
Sustainability, Our Responsibility
We, at solar believe in equating our growth with sustainable
development of the planet. We are constantly advancing the ESG agenda by incorporating
long-term sustainability into our core business operations. Our approach to sustainability
is in line with the UN sustainable development goals. We have a comprehensive policy
structure to guide our sustainability agenda which is in accordance with our mission. Our
sustainability policies have been designed to meet the needs of our entire business.
We have taken several initiatives for reducing our emissions as well
as energy and water consumption to ensure responsible operations for the safety of our
environment, we regularly monitor our emissions and take necessary steps to reduce them.
By following the emission requirements set forth in the Maharashtra Pollution Control
Board's permission to operate (MPCB), we make sure to be a responsible and environmentally
conscious Company. We understand the need to source water from surface sources and are
diligently working towards water harvesting and pond building initiatives as well.
Service to Community
Solar makes it a priority to reach out to the underprivileged
communities. We truly believe in making a difference in society by addressing issues
related to ‘human dignity' instead of just focusing on material prosperity. Our
belief is built upon the concept of ‘trusteeship', which permits us to look beyond
our commercial interests and allows us to play our part in minimising economic
inequalities. It also influences our CSR initiatives and enables us to effectively
contribute to the socio-economic development of the communities in which we operate.
We have been able to achieve this by building infrastructures and
developing dedicated skill development programmes to create employment along with building
schools in several locations within the vicinity of our plant. We have also built and
renovated hospitals and rehabilitation centres in order to work towards the health and
hygiene of the underprivileged society.
We continually engage with our stakeholders since they are the heart
of our Company and our goal remains to preserve all of our stakeholders' interests in our
operations and business decisions.
Gratitude
I would like to take this opportunity to thank the entire Solar
team, for their perseverance, hard work and dedication towards the Company. Each member of
our team has served as a source of inspiration and despite difficulties, has helped to
accomplish organisational objectives. I am truly humbled by the ability of the leadership
team and the employees to remain steadfast in the face of hardship. I also remain thankful
to our customers, suppliers, shareholders, business partners, and other stakeholders for
their unwavering support. I look forward to continue on this truly gratifying journey to
ensure success.
| Regards |
| Satyanarayan Nuwal |
| Chairman |
Solar Industries India Ltd
Directors Reports
Dear Members,
Your Board of Director's have pleasure in presenting the 27th
Annual Report on the business and operations of the Company, together with the audited
accounts for the financial year ended March 31, 2022.
1. FINANCIAL HIGHLIGHTS
The Company's Financial Performance (Standalone & Consolidated)
for the Financial Year ended March 31, 2022 is summarised below.
(Rs In Crores)
| Particulars |
Standalone |
Consolidated |
|
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| Revenue from operations |
2528.34 |
1584.41 |
3947.60 |
2515.63 |
| Other Income |
36.17 |
25.64 |
19.22 |
21.42 |
| Less: Expenditure |
2153.22 |
1312.32 |
3199.94 |
2001.03 |
| Profit before Depreciation, Amortization, Finance Costs,
Exceptional Items and Tax Expense (Operating profit) |
411.29 |
297.73 |
766.88 |
536.02 |
| Less: Finance Costs |
8.85 |
6.52 |
50.25 |
45.39 |
| Profit before Depreciation, Amortization, Exceptional Items
& Tax Expense |
402.44 |
291.21 |
716.63 |
490.63 |
| Less: Depreciation and amortisation expense |
49.42 |
37.98 |
109.23 |
93.53 |
| Profit before Tax Expense & Exceptional item |
353.02 |
235.23 |
607.40 |
397.10 |
| Less: Exceptional item |
- |
- |
- |
- |
| Profit before Tax (PBT) |
353.02 |
235.76 |
607.40 |
397.10 |
| Less: Tax Expense |
91.50 |
64.15 |
151.95 |
109.03 |
| Profit for the year |
261.52 |
189.08 |
455.45 |
288.07 |
| Other Comprehensive Income (Net of Tax) |
1.55 |
0.65 |
(26.59) |
(12.51) |
| Total Comprehensive Income |
263.07 |
189.73 |
428.86 |
275.56 |
| Balance of profit for earlier years |
483.72 |
423.68 |
820.35 |
684.23 |
| Less: Transfer to Reserves |
100.00 |
75.00 |
104.01 |
75.00 |
| Less: Dividend paid on Equity Shares |
54.29 |
54.29 |
54.29 |
54.29 |
| Less. Other adjustment |
0.07 |
0.40 |
(3.6) |
10.15 |
| Less: Dividend Distribution Tax |
- |
- |
- |
- |
| Balance carried forward |
592.43 |
483.72 |
1094.51 |
820.35 |
| Earnings Per Share (EPS) |
28.90 |
20.89 |
48.77 |
30.54 |
RESULTS OF OPERATIONS
The Highlights of the Company's performance (Standalone) for the
year ended March 31, 2022 are as under:
During the financial year ending on March 31, 2022 the Company
achieved turnover of RS 2528.34 Crores as against turnover of RS 1584.40 Crores achieved
during the previous year, which is an increase in turnover by 60%.
The Profit before Depreciation & Tax (PBT) for the financial
year 2021-22 is RS 402.44 Crores against RS 291.21 Crores in the year 2020-21.
Earnings per Share as on March 31, 2022 are RS 28.90 vis a vis
against RS 20.89 as on March 31, 2022.
The net worth of the Company stands at RS 1365.59 Crores at the end
of financial year 2021-22 as compared to RS 1156.81 Crores at the end of financial year
2020-21.
The Highlights of the Company's performance (Consolidated) for the
year ended March 31, 2022 are as under:
During the financial year ending on March 31, 2022 the Company
achieved turnover of RS 3947.60 Crores as against turnover of RS 2515.63 Crores achieved
during the previous year, which is an increase in turnover by 57%.
The Profit before Depreciation & Tax (PBT) for the financial
year 2021-22 is RS 716.63 Crores against RS 490.63 Crores in the year 2020-21.
Earnings Per Share as on March 31, 2022 is RS 48.77 vis a vis
against RS 30.54 as on March 31, 2021.
The net worth of the Company stands at RS 1914.26 Crores at the end
of financial year 2021-22 as compared to RS 1579.41 Crores at the end of financial year
2020-21.
2. TRANSFER TO RESERVES
The Company has transferred RS 100.00 Crores to the general reserve
out of the amount available for appropriations and an amount of RS 592.43 Crores is
proposed to be retained in the statement of profit and loss.
3. DIVIDEND DISTRIBUTION POLICY
Under the regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements] Regulations, 2015, as amended, the Company has formulated a Dividend
Distribution Policy.
The Policy sets out the parameters and circumstances that will be
taken into account by the Board in determining the distribution of dividend to its
shareholders.
As a green initiative, the Policy has been uploaded on the Company's
website and can be accessed at https://bit.ly/SolargroupDDPolicy. A copy of the Policy
will be made available to any shareholder on request by email.
4. DIVIDEND
The Board of Directors at their meeting held on May 3, 2022, has
recommended payment of RS 7.50/- (Rupees Seven and Fifty paisa only] (375%] per equity
share of the face value of RS 2 (Rupees two only] each as final dividend for the financial
year ended March 31, 2022. The payment of final dividend is subject to the approval of the
shareholders at the ensuing Annual General Meeting (AGM] of the Company.
The dividend on equity shares including dividend tax for the
financial year 2021-22 would aggregate to RS 67.87 Crores.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.
The dividend recommended is in accordance with the Dividend
Distribution Policy of the Company. The Dividend Distribution Policy, in terms of
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements] Regulations, 2015 ("Listing Regulations"] is available
on the Company's website: www.solargroup.com.
The dividend recommended is in accordance with the principles and
criteria as set out in the Dividend Distribution Policy.
5. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred after the close of
the year till the date of this report which may affect the financial position of the
Company.
6. DEPOSITS
During the year, the Company has not accepted deposits from the
public falling within the ambit of Section 73 of the Companies Act, 2013 ("Act"]
and the Companies (Acceptance of Deposits] Rules, 2014.
7. CREDIT RATINGS
Solar's financial discipline and prudence are reflected in the
strong credit ratings ascribed by rating agencies.
During the year under review the following Credit Ratings were
obtained by the Company:-
| Instrument Type |
Rating/ Outlook |
Rating action |
Rating Agencies |
| 1 Long Term Borrowings |
CRISIL AA+/Stable |
Reaffirmed |
CRISIL Ratings Limited |
| 2 Short Term Borrowings |
CRISIL A1+ |
Reaffirmed |
CRISIL Ratings Limited |
| 3 Commercial Paper |
CRISIL A1+ |
Reaffirmed |
CRISIL Ratings Limited |
|
ICRA A1+ |
Reaffirmed |
ICRA Limited |
8. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS WITH RELATED
PARTIES
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 have been provided in the notes to
the Financial Statem ents form ing a part of this Annual Report.
9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
The Company has 6 Wholly owned subsidiaries and 18 fellow
subsidiaries as on March 31, 2022.
During the year under review:
1. Blastec (India) Private Limited, wholly owned subsidiary got
merged into Emul Tek Private Limited another wholly owned subsidiary of the Company
resulting in operational synergies and reduction in cost together with focused operational
efforts, rationalization, standardisation and simplification of business processes.
2. Solar Bhatgaon Extension Mines Pvt. Limited and SMS Bhatgaon
Mines Extension Pvt. Limited (Associates Companies) has been struck off by the Registrar
of Companies, Mumbai, on the basis of application filed by the respective Companies.
3. Solar Overseas Singapore Pte Limited (SOSPL), step down overseas
subsidiary of the Holding Company has acquired 26% stake in Solar Mining Services Pty
Limited (SMS Pty Ltd), Australia. SOSPL now holds 100% stake in SMS Pty Ltd., Australia.
4. The name of Laghe Venture Company Limited has been changed to
Solar Venture Company Limited.
Post Balance Sheet date event
1. The Company has made a strategic investment in ZMotion Autonomous
Systems Private Limited having an expertise in the domain of Unmanned Aerial Systems which
complements our aspirations to introduce weaponised Unmanned Aerial Vehicles for Offensive
and Counter Drone Systems for Defensive Roles by acquiring equity shares equivalent to
25.11% of the issued and paid up equity share capital of ZMotion from its Promoters and
existing Shareholders.
ZMotion has became Associate Company of Solar Industries India
Limited after the said investment.
2. Solar Explochem Limited, a wholly owned subsidiary got
incorporated on April 29, 2022.
3. The Board at its meeting held on May 3, 2022, pursuant to the
recommendation of Nomination and Remuneration Committee has accepted the request of Shri
Satyanarayan Nuwal to act as a Chairman and Non-executive Director not liable to retire by
rotation insted of Whole- time Director of the Company.
10. FINANCIAL PERFORMANCE OF COMPANY'S SUBSIDARIES
A list of body corporates which are subsidiaries and joint ventures
of the Company is provided as part of the notes to Consolidated Financial Statements.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule
5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial position of each of the subsidiaries including capital, reserves, total assets,
total liabilities, details of investment, turnover, etc. in the prescribed Form AOC-1
forms a part of the Annual Report.
In accordance with Section 136 of the Act, the audited financial
statements, including the consolidated financial statement and related information of the
Company and the financial statements of each of the subsidiary Companies are available on
our website www.solargroup.com. Any Member desirous of making inspection or obtaining
copies of the said financial statements may write to the Company Secretary &
Compliance officer at investor.relations@solargroup.com.
These documents will also be available for inspection during
business hours at the registered office of the Company.
11. SHARE CAPITAL
Equity Shares
The paid up Equity Share Capital as on March 31, 2022 was RS 18.10
Crores. There was no change in the Share Capital during the year under review.
Sweat Equity Shares
In terms of Sub-rule (13) of Rule 8 of Companies (Share Capital and
Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.
Differential Voting Rights
In terms of Rule 4(4) of Companies (Share Capital and Debenture
Rules, 2014), the Company has not issued any share with Differential Voting Rights.
Employee Stock Options
In terms of Rule 12(9) of Companies (Share Capital and Debenture
Rules, 2014), the Company has not issued any Employee Stock Options.
12. CORPORATE GOVERNANCE
In terms of Regulation 34 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015. A separate section on corporate governance
along with a certificate from the auditors confirming compliance is annexed and forms part
of the Annual Report.
13. RISK MANAGEMENT
The Risk Management Committee assists the Board in ensuring that all
material risks including but not limited to the risks related to business operations,
cyber security, safety, compliance and control financials have been identified, assessed
and adequate risks mitigation controls are in place.
It takes into consideration the nature, scale and complexity of the
business. A detailed note on the risks is included on page 22 of this report, the details
of Risk Management Committee and its frequency of meetings are included in the Corporate
Governance Report.
14. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pu rsuant to Section 124 and Section 125 of the Companies Act, 2013
read with the IEPF Authority (Accounting , Audit, transfer and Refund) Rules, 2016 ('the
Rule'), all the unpaid and unclaimed dividends are required to be transferred by the
Company to the IEPF established by the Government of India, after the completion of Seven
Years. Further, according to the Rules, the shares on which dividend has not been paid or
claimed by the Shareholder for seven consecutive years or more shall also be transferred
to demat account of the IEPF Authority. Accordingly, the Company has transferred the
unclaimed and unpaid dividends of RS 16289.00 relating to financial year 2013-2014 (final)
and RS 26328.00 relating to financial year 2014-2015 (interim) and there are no shares due
and outstanding to be transferred to the IEPF by the Company. The details of Investor
Education and Protection Fund (IEPF) are included in the Corporate Governance Report.
15. BOARD DIVERSITY
The Board comprises of adequate number of members with diverse
experience and skills, such that it best serves the governance and strategic needs of the
Company. The Directors are persons of eminence in areas such as business, industry,
finance, law, administration, economics etc. and bring with them experience and skills
which add value to the performance of the Board. The Directors are selected purely on the
basis of merit with no discrimination on race, colour, religion, gender or nationality.
A brief profile of the Directors is available on the website of the
Company at www.solargroup.com.
16. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the following declarations from all the
Independent Directors confirming that:
1. They meet the criteria of independence as prescribed under the
provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing
Regulations. There has been no change in the circumstances affecting their status as
Independent Directors of the Company; and
2. They have registered themselves with the Independent Director's
Database maintained by the IICA.
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
17. BOARD MEETINGS
During the year, Five Board Meetings were convened and held on May
27, 2021, July 29, 2021, October 29, 2021, January 29, 2022 and March 31, 2022. The
details of which are given in the Corporate Governance Report.
18. BOARD COMMITTEES & NUMBER OF MEETINGS OF BOARD COMMITTEES
The Board has the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
6. Executive Committee
A detailed disclosure on the Board, its Committees, its composition,
the detailed charter and brief terms of reference, number of Board and Committee meetings
held, and attendance of the Directors at each meeting is provided in the Report on
Corporate Governance.
19. INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY
Solar has laid down an adequate system of internal controls,
policies and procedures for ensuring orderly and efficient conduct of the business,
including adherence to the Company's policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures.
The current system of internal financial control is aligned with the
statutory requirements. Effectiveness of internal financial control is ensured through
management reviews, controlled self-assessment and independent testing by the Internal
Auditor.
20. REPORTING OF FRAUDS
During the year under review, neither the Statutory Auditor nor the
Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the
Companies Act, 2013, any instances of the fraud committed by the Company, its officers and
employees, the details of which would need to be mentioned in the Board Report.
21. SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of
Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial
Standard on General Meetings (SS-2) and other voluntarily adopted Secretarial Standards
such as Secretarial Standard on Dividend (SS-3) and Secretarial Standard on Report of the
Board of Directors (SS-4) issued by Institute of Company Secretaries of India.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S
OPERATIONS IN FUTURE
There are no significant and material orders passed by the
regulators or courts or tribunal impacting the going concern status and the Company's
operation in future.
23. VIGIL MECHANISM
The Company has a robust vigil mechanism through its Whistle Blower
Policy approved and adopted by the Board of Directors of the Company in compliance with
the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.
The Policy provides adequate protection to the Directors, employees
and business associates who report unethical practices and irregularities. Any incidents
that are reported are investigated and suitable action is taken in line with the Whistle
Blower Policy.
Further, the mechanism adopted by the Company encourages a whistle
blower to report genuine concerns or grievances and provides for adequate safeguards
against victimisation of the whistle blower who avails of such mechanism as well as direct
access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is
reviewed by the Audit Committee from time to time. None of the whistle blowers have been
denied access to the Audit Committee of the Board.
The details of the Whistle Blower Policy are explained in the
Corporate Governance Report and also posted on the website of the Company at the link
https://bit.lv/SolargroupVM
24. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the
workplace and towards this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are
covered under the said policy. During the financial year under review, the Company has not
received any complaint of Sexual Harassment of Women at Workplace.
The Company has complied with the provisions relating to the
constitution of Internal Committee (IC) under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding
sexual harassment.
25. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Retirement by Rotation
Pursuant to Section 152(6) of the Companies Act, 2013 and as per
clause 86 (1) of Article of Association of the Company, the Chairman of the Company shall
be a Director not liable to retire by rotation.
The Independent Directors hold office for a fixed term of not
exceeding five years from the date of their appointment and are not liable to retire by
rotation.
The Act mandates that at least two-third of the total number of
Directors (excluding independent directors) shall be liable to retire by rotation.
Accordingly, Shri Suresh Menon, Executive Director, being the longest in the office among
the Directors liable to retire by rotation, retires from the Board this year and, being
eligible, has offered himself for re-appointment.
The Boards of Directors recommend his re-appointment at Item No. 3
of the Notice Calling 27th Annual General Meeting for consideration of the
Shareholders.
The brief resume and other details relating to Shri Suresh Menon who
is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in
the annexure to the notice calling 27th Annual General Meeting.
b. Appointment
Shri Milind Deshmukh was appointed as a Whole- time Director
designated as Executive Director & Key Managerial Personnel of the Company, liable to
retire by rotation for a period of Five (5) consecutive Years, w.e.f. July 29, 2021.
c. Re-appointment
1. Shri Manish Nuwal (DIN: 00164388) was appointed as Managing
Director of the Company for a period of one year from April 1, 2021 to March 31, 2022. The
Board, on recommendation of the Nomination and Remuneration Committee and after evaluating
his performance and the valuable contribution made by him in the progress of the Company,
has approved his re-appointment for another term of Five (5) years commencing from April
1, 2022 to March 31, 2027 subject to approval of the shareholders.
The brief resume and other details relating to Shri Manish Nuwal who
is proposed to be reappointed, as required to be disclosed under Regulation 36(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in
the annexure to the notice calling 27th Annual General Meeting.
Attention of the Members is invited to the relevant item in the
Notice of the Annual General Meeting and the Explanatory Statement thereto.
2. In accordance with Section 161 of the Companies Act, 2013 and as
per the Articles of Association of the Company, Shri Sanjay Sinha (DIN:- 08253225) was
appointed as an Additional Director (Non-Executive Independent Director) w.e.f May 3,
2022, to hold office upto the date of ensuing Annual General Meeting of the Company as per
the provisions of Section 161(1) of the Act and he shall hold the office upto the date of
ensuing Annual General Meeting. The Board recommends appointment of Shri Sanjay Sinha
(DIN:- 08253225) as a Non-Executive Independent Director of the Company for a period of 2
(Two) years subject to the approval of the members at the ensuing Annual General Meeting.
The Board opines that the independent directors so appointed are of
integrity and possess the requisite expertise and experience (including the proficiency).
The brief resume and other details relating to Shri Sanjay Sinha who
is proposed to be appointed, as required to be disclosed under Regulation 36(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in
the annexure to the notice calling 27th Annual General Meeting.
Attention of the Members is invited to the relevant item in the
Notice of the Annual General Meeting and the Explanatory Statement thereto.
d. Change in Designation
The Board at its meeting held on May 3, 2022 and pursuant to the
recommendation of Nomination and Remuneration Committee has accepted the request of Shri
Satyanarayan Nuwal to act as a Chairman and Non-executive Director not liable to retire by
rotation w.e.f May 3, 2022 instead of Whole-time Director of the Company.
e. Cessation
1. Shri Anil Kumar Jain, Executive Director of the Company stepped
down from the Board w.e.f August 21, 2021 due to personal reasons.
2. Shri Sunil Srivastav, Non-Executive Independent Director of the
Company stepped down from the Board w.e.f January 13, 2022 due to personal and
professional commitments.
f. Vacation
Shri Kailashchandra Nuwal (DIN: 00374378) has vacated the office of
Director with effect from November 7, 2019. Hon'ble NCLT, Mumbai Bench had allowed two
prayers of the Shri Kailashchandra Nuwal. However Hon'ble NCLAT vide order dated February
25, 2021, stayed the operation of the said order of Hon'ble NCLT. The Hon'ble NCLAT
pronounced its final order through virtual hearing on December 14, 2021 ("Impugned
Order") in the Appeal No. 29/2021 filed by Solar Industries India Limited ("the
Company"). By way of this Impugned Order, the Hon'ble NCLAT had dismissed the appeal
filed by the Company. The Company filed Civil Appeal, against the Impugned Order of the
Hon'ble NCLAT before the Hon'ble Supreme Court on January 5, 2022 ("Civil
Appeal"). The Civil Appeal was listed before the Hon'ble Supreme Court on January 10,
2022. Hon'ble Supreme Court vide order dated January 10, 2022, stayed the operation of the
impugned orders Hon'ble NCLT and Hon'ble NCLAT dated December 14, 2021 till the next date
of hearing. Hence the name of Shri Kailashchandra Nuwal is not mentioned as a Director.
g. Key Managerial Personnel
The Key Managerial Personnel of the Company as on March 31, 2022
are:
| Name of Key Managerial Personnel |
Designation |
| 1. Shri Satyanarayan Nuwal* |
Chairman and Executive Director |
| 2. Shri Manish Nuwal |
Managing Director and Chief Executive Officer |
| 3. Shri Suresh Menon |
Executive Director |
| 4. Shri Milind Deshmukh |
Executive Director |
| 5. Shri Moneesh Agrawal |
Joint Chief Financial Officer |
| 6. Smt. Shalinee Mandhana |
Joint Chief Financial Officer |
| 7. Smt. Khushboo Pasari |
Company Secretary & Compliance Officer |
*Chairman and Non- Executive Director w.e.f May 3, 2022.
26. BOARD EVALUATION
In terms of the provisions of Section 134(3)(p) of the Companies
Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance
evaluation of its own performance, individual Directors, Chief Financial Officer, Company
Secretary as well as the evaluation of the working of its Board Committees. Performance
evaluation of Independent Directors was done by the entire Board, excluding the
Independent Directors being evaluated. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
27. NOMINATION & REMUNERATION POLICY
On the recommendation of the Nomination and Remuneration Committee,
the Board has framed a Nomination and Remuneration Policy. This policy, inter-alia,
provides (a) the criteria for determining qualifications, positive attributes and
independence of Directors (b) a policy on remuneration for Directors, Key Managerial
Personnel and other employees and (c) details of the employee stock option scheme. The
policy is directed towards a compensation philosophy and structure that will reward and
retain talent and provides for a balance between fixed and incentive pay, reflecting short
and longterm performance objectives appropriate to the working of the Company and its
goals. This remuneration policy is placed on the Company's website
https://bit.ly/SolargroupNRPolicy
28. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT
The remuneration paid to the Directors, Key Managerial Personnel and
Senior Management is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further details
on the same are given in the Corporate Governance Report which forms part of this Annual
Report.
The information required under Section 197 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/ employees of the Company is available on the website of the Company at
www.solargroup.com
29. ANNUAL RETURN
The Annual Return of the Company as on March 31, 2022 in Form MGT -
7 is in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, and is available on the website of the Company at
www.solargroup.com
30. STATEMENT OF DISCLOSURE OF REMUNERATION
Details as required under the provisions of section 197(12) of the
Act, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of
Directors and KMP to median remuneration of employees and percentage increase in the
median remuneration are as under:
a. The Ratio of the remuneration of each Executive Director to the
median remuneration of the Employees of the Company for the financial year 2021-22, the
percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer
and other Executive Director(s) and Company Secretary during the financial year 2021-22 is
as follows:
| Name |
Designation |
Ratio to median remuneration |
% increase in remuneration in the financial year
2021-22 |
| Shri Satyanarayan Nuwal * |
Chairman and Executive Director |
282.61 |
333.33% |
| Shri Manish Nuwal |
Managing Director & CEO |
108.70 |
66.67% |
| Shri Suresh Menon |
Executive Director |
14.49 |
25.00% |
| Shri Milind Deshmukh** |
Executive Director |
10.14 |
New appointment |
| Shri Moneesh Agrawal |
Joint Chief Financial Officer |
8.70 |
New appointment |
| Smt. Shalinee Mandhana |
Joint Chief Financial Officer |
6.38 |
New appointment |
| Smt. Khushboo Pasari |
Company Secretary & Compliance Officer |
4.35 |
50.00% |
Note:
1. The Non-Executive Directors of the Company are entitled to
sitting fee as per the statutory provisions and within the limits approved by the Members.
The ratio of remuneration and percentage increase for Non-Executive Directors Remuneration
is therefore not considered for the purpose above.
2. There was 196.33% increase in remuneration of director and KMP in
the financial year 2021-22.
3. *Chairman and Non Executive Director w.e.f May 3, 2022.
4. **Shri Milind Deshmukh was appointed as Whole Time Director and
KMP w.e.f July 29, 2021.
5. Shri Anil Kumar Jain, Executive Director of the Company stepped
down from the Board w.e.f August 21, 2021.
6. Shri Nilesh Panpaliya resigned from the position of Chief
Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f. May 14,
2021.
b. The percentage increase in the median remuneration of employees
in the financial year: 93.90%
c. The number of permanent employees on the roll of Company: 1272
d. 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 increase in the
managerial remuneration:
The average annual increase in remuneration of employees other than
Key Managerial Personnel was 17.80%.The average annual increase in the remuneration of Key
Managerial Personnel was 30.05%. The increase in remuneration of employees other than the
Key Managerial Personnel is considerably in line with the increase in remuneration of Key
Managerial Personnel.
e. Affirmation that the remuneration is as per the Remuneration
Policy of the Company.
The remuneration paid/payable is as per the Policy on Remuneration
of Directors and Remuneration Policy for Key Managerial Personnel and Employees of the
Company.
f. The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.
Further, the report and the accounts are being sent to the members excluding the aforesaid
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at
the Registered Office of the Company and has been uploaded on the website of the Company
at www.solarqroup.com Any shareholder interested in obtaining a copy of the same may write
to the Company Secretary.
31. RELATED PARTY TRANSACTIONS
All transactions with related parties during the financial year
2021-22 were reviewed and approved by the Audit Committee and are in accordance with the
Policy on dealing with materiality of Related Party Transactions and the Related Party
Framework, formulated and adopted by the Company. Prior omnibus approval of the Audit
Committee is obtained on a yearly basis for the transactions which are of unforeseen and
repetitive natu re. The transactions entered i nto pu rsuant to the omnibus approval so
granted are audited and a statement giving details of all related party transactions is
placed before the Audit Committee for their approval on a quarterly basis.
All contracts/arrangements/transactions entered into by the Company
during the year under review with Related Parties were in the ordinary course of business
and on arm's length basis in terms of provisions of the Act.
There are no materially significant related party transactions that
may have potential conflict with interest of the Company at large. There were no
transactions of the Company with any person or entity belonging to the
Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the
Company.
The details of the related party transactions as per Indian
Accounting Standards (IND AS) - 24 are set out in Note 29 to the Standalone Financial
Statements of the Company. Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the
"Annexure A" to this report.
The Company in terms of Regulation 23 of the Listing Regulations
submits within 30 days from the date of publication of its standalone and consolidated
financial results for the half year, disclosures of related party transactions on a
consolidated basis, in the format specified in the relevant accounting standards to the
stock exchanges. The said disclosures can be accessed on the website of the Company at
www.solargroup.com.
During the year, the Company amended the Policy on Dealing with
Related Party Transactions ('RPT Policy') which was approved by the Board at its meeting
held on January 29, 2022 to give effect to the amendments in Regulation 23 of SEBI
(Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021. The
RPT Policy is available on the Company's website at www.solargroup.com
32. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Our employees are our key strength, which has led us to achieve the
results and various milestones in our organization's journey. The Company believes that
attracting, developing and retaining talent is crucial to organizational success. The
Company has several initiatives and programs to ensure employees experience a holistic and
fulfilling career with Solar.
The Company is constantly engaged in building employee Competence in
all areas of the business. The Behavioral and Functional Competency framework is being
institutionalised, with due focus on developing leadership capability; technical and
functional expertise; and research capabilities of employees to develop in-house products
with impeccable safety, quality and reliability standards. Several management development
tools are being practiced for competency building amongst all levels of employees and
focused succession planning and talent pool building is in progress. Coaching and
Mentoring program are being imparted for employees occupying critical roles and positions.
For new talent, structured and rigorous on-boarding and induction process is being
followed to assure adhering to safety and quality standards from day one in the
organisation. Management Development Programs are continuously planned and executed to
hone leadership capability of employees. The Company is maintaining smooth Industrial
relation and statutory compliance at all plants and offices.
With a focus on digitalization, we are also implementing several
robust HR practices and processes to enhance employee experience, engagement and
enablement to deliver exemplary results. Some of the initiatives include structured talent
management process, employee engagement surveys to check employee pulse, performance
management system and so on.
33. MATERIAL SUBSIDIARY
Economic Explosives Limited is a material subsidiary of the Company
as per the thresholds laid down under the Listing Regulations. There has been no material
change in the nature of the business of the subsidiaries. The Board of Directors of the
Company has approved a Policy for determining material subsidiaries which is in line with
the Listing Regulations as amended from time to time. The Policy has been uploaded on the
Company's website at https://bit.lv/SolargroupDMSpolicv
34. AUDITORS AND AUDITORS REPORT
Statutory Auditors
M/s. SRBC & Co. LLP (Firm Registration No. 324982E/ E300003) and
M/s. Akshay Rathi & Associates (Firm Registration No. 139703W) Chartered Accountants
Statutory Auditor of the Company hold office till the conclusion of 27th Annual
General Meeting of the Company.
The Board places on record, i ts appreci ation for the contribution
of M/s. Akshay Rathi & Associates., Chartered Accountants, during his tenure as the
Statutory Auditors of the Company.
The Board of Directors has recommended the reappointment of M/s.
SRBC & Co. LLP (Firm Registration No. 324982E/E300003) for a second term of 5 (Five)
years and the appointment of M/s. Gandhi Rathi & Co (Firm Registration No. 103031W) as
Statutory Auditors for a First term of 5 (Five) years, from the conclusion of the 27th
Annual General Meeting till the conclusion of 32nd Annual General Meeting to be
held in the year 2027 for approval of shareholders of the Company based on the
recommendation of Audit Committee.
The Company has received written consent(s) and certificate(s) of
eligibility in accordance with Sections 139, 141 and other applicable provisions of the
Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force) from M/s. SRBC & Co. LLP and
M/s. Gandhi Rathi & Co. Further, M/s. SRBC & Co. LLP and M/s. Gandhi Rathi &
Co. Chartered Accountants, have confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India as required under the
Listing Regulations.
Statutory Audit Report
The M/s. SRBC & Co. LLP (Firm Registration No. 324982E/E300003)
and M/s. Akshay Rathi & Associates (Firm Registration No. 139703W) have issued an
unmodified opinion on the Financial Statements, both standalone and consolidated for the
financial year ended March 31, 2022. The said Auditors' Report(s) for the financial year
ended March 31, 2022 on the financial statements of the Company forms part of this Annual
Report.
Cost Auditors
The Company has maintained cost records for certain products as
specified by the Central Government under sub-section (1) of Section 148 of the Act. Shri
Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, Nagpur has carried out the
cost audit for applicable products during the financial year 2021-22.
The Board of Directors of the Company, on the recommendations made
by the Audit Committee, have appointed Shri Deepak Khanuja, Partner of M/s Khanuja Patra
& Associates as the Cost Auditors of the Company to conduct the audit of cost records
of certain products for the financial year 2022-23 M/s Khanuja Patra & Associates
being eligible, have consented to act as the Cost Auditors of the Company for the
financial year 2022-23.
Internal Auditor
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit
of the functions and activities of the Company was undertaken on quarterly basis by M/s
Ekbote Deshmukh & Co. and M/s D L & Associates, the Internal Auditors of the
Company.
There were no adverse remarks or qualification on accounts of the
Company from the Internal Auditors.
The Board of Directors of the Company has appointed Mr. Sachin
Maloo, Managing Director of M/s. Protiviti India Member Private Limited in place of M/s
Ekbote Deshmukh & Co. Chartered Accountants and M/s D L & Associates Chartered
Accountants, to conduct the Internal Audit as per Rule 13 of the Companies (Accounts)
Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year
2022-23.
Secretarial Auditors
The Secretarial Audit for the year 2021-22 was undertaken by Shri
Anant B Khamankar, practicing Company Secretary, the Secretarial Auditor of the Company.
The Secretarial Audit Report for the financial year ended March 31,
2022 under the Act, read with Rules made thereunder and Regulation 24A of the Listing
Regulations records of the Company and its Material Subsidiary is annexed herewith as
"Annexure B1 and B2".
The Board of Directors, on the recommendation of the Audit
Committee, has re-appointed Shri Anant B Khamankar, practicing Company Secretary, Mumbai
to conduct the secretarial audit of the Company for FY 2022-23. They have confirmed their
eligibility for the re-appointment.
Secretarial Audit Report
The Secretarial Audit Report does not contain any qualification,
reservation, disclaimer or adverse remark.
35. CORPORATE SOCIAL RESPONSIBILITY
A detailed report on Solar's various CSR initiatives has been
provided in the Social Capital section forming part of Integrated Report on page 40 and
Annual Report on CSR initiatives, as required under Section 135 of the Companies Act, 2013
which is annexed as Annexure C to this report on page 85. Details of the CSR Committee
composition, role and meetings, etc. have been provided in the Report on Corporate
Governance on page 91.
The CSR policy is available on https://bit.lv/ SolargroupCSRpolicy
36. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith
as "Annexure D".
37. STATEMENT OF MANAGEMENT'S RESPONSIBILITY FOR CONSOLIDATED
FINANCIAL STATEMENTS
The Holding Company's Board of Directors are responsible for the
preparation and presentation of these Consolidated Financial Statements in terms of the
requirements of the Act that give a true and fair view of the consolidated financial
position, consolidated financial performance including other comprehensive income,
consolidated cash flows and consolidated statement of changes in equity of the Group in
accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of
Directors of the companies included in the Group are responsible for maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
of the assets of the Group and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making
judgment's and estimates that are reasonable and prudent; and the design, implementation
and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the Consolidated Financial Statements that give a true and
fair view and are free from material misstatement, whether due to fraud or error, which
have been used for the purpose of preparation of the Consolidated Financial Statements by
the Directors of the Holding Company, as aforesaid. In preparing the Consolidated
Financial Statements, the respective Board of Directors of the companies included in the
Group are responsible for assessing the ability of the Group to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so. Those respective Boards of
Directors of the companies included in the Group are also responsible for overseeing the
financial reporting process of the Group.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations, performance and future outlook of
your Company and its businesses is given in the Management Discussion and Analysis, which
forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
39. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report ("BRR") of the Company
for the year 2021-22 forms part of this Annual Report as required under Regulation 34(2)
(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
40. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board
of Directors hereby confirms that:
i. In the preparation of the annual accounts of the Company for the
year ended March 31, 2022, the applicable Accounting Standards had been followed and there
are no departures;
ii. Accounting policies have been selected and applied consistently
and judgments and estimates made that are reasonable and prudent so as to give true and
fair view of the state of affairs of the Company at the end of the financial year March
31, 2022 and of the profit of the Company for that year ended on that date;
iii. Proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and detecting fraud and other irregularities;
iv. Annual accounts for the year ended March 31, 2022 have been
prepared on a going concern basis.
v. Internal Financial controls were in place and that the financial
controls were adequate and were operating effectively.
vi. Systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
41. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016.
No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.
42. CEO/CFO CERTIFICATION
As required Regulation 17(8) read with Schedule II of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO
certification is attached with the annual report.
43. APPRECIATION & ACKNOWLEDGEMENT
The Board of Directors place on record sincere gratitude and
appreciation for all the employees at all levels for their hard work, solidarity,
cooperation and dedication during the year. The Board conveys its appreciation for its
customers, shareholders, suppliers as well as vendors, bankers, business associates,
regulatory and government authorities for their continued support.
|
For and on behalf of the Board |
| Place : Nagpur |
(Satyanarayan Nuwal) |
| Date : May 3, 2022 |
Chairman |