Home  »  Company  »  Solar Industries Ind  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Solar Industries India Ltd.

Mar 31, 2023

Your Board of Director''s have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31,2023.

1. Financial Results

The Company''s Financial Performance (Standalone & Consolidated) for the Financial Year ended March 31,2023 is summarised below.

(H In Crore)

Particulars

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

Revenue from operations

4162.25

2528.34

6922.53

3947.61

Other Income

55.84

36.17

31.52

19.66

Less: Expenditure

3533.42

2153.20

5633.61

3200.35

Profit before Depreciation, Amortization,

Finance Costs, Exceptional Items and Tax Expense (Operating profit)

684.67

411.31

1320.44

766.92

Less: Finance Costs

27.57

8.85

90.38

50.25

Profit before Depreciation, Amortization, Exceptional Items & Tax Expense

657.1

402.46

1230.06

716.67

Less: Depreciation and Amortization expense

57.02

49.44

128.21

109.25

Profit before Tax Expense & Exceptional item

600.08

353.02

1101.85

607.42

Less: Exceptional item

-

-

-

-

Profit before Tax (PBT)

600.08

353.02

1101.85

607.42

Share of Profit/(Loss) of associates

-

-

(0.27)

-

Less: Tax Expense

154.69

91.50

290.41

151.95

Profit for the year

445.39

261.52

811.17

455.47

Other Comprehensive Income (Net of Tax)

24.35

1.55

(31.63)

(28.35)

Total Comprehensive Income

469.74

263.07

779.54

427.12

Balance of profit for earlier years

592.43

483.72

1094.51

820.35

Less: Transfer to Reserves

100.00

100.00

119.76

104.01

Less: Dividend paid on Equity Shares

67.87

54.29

67.87

54.29

Less: other adjustment

24.88

0.07

3.00

(5.34)

Balance carried forward

869.42

592.43

1683.41

1094.51

Earnings Per Share (EPS)

49.22

28.90

83.68

48.77

1. Results of Operations

In the financial year 2022-23, the Company has achieved impressive financial results with robust revenue growth, improved profitability and healthy cash flows which has enabled us to expand our operations. Our top line growth has been driven by successful market penetration and effective product innovation. At the same time, our bottom-line performance has benefited from careful cost management and improved operational efficiency. As a result, our Company is well positioned for sustainable growth and continued success in the future.

The Highlights of the Company''s performance (Standalone) for the year ended March 31,2023 are as under:

During the year under review the Company achieved turnover of H 4162.25 Crore as against turnover of H 2528.34 Crore achieved during the previous year, which is a significant increase of 64.62%.

? The Profit before Depreciation & Tax (PBT) for the financial year 2022-23 is H 657.10 Crore against H 402.44 Crore in the year 2021-22.

? Earnings per Share as on March 31,2023 are H 49.22 vis a vis against H 28.90 as on March 31,2022.

? The net worth of the Company stands at H 1767.45 Crore at the end of financial year 2022-23 as compared to H 1365.59 Crore at the end of financial year 2021-22

The Highlights of the Company''s performance (Consolidated) for the year ended March 31, 2023 are as under:

During the year under review the Company achieved turnover of H 6922.53 Crore as against turnover of H 3947.60 Crore achieved during the previous year, which is a significant increase of 75.36%.

? The Profit before Depreciation & Tax (PBT) for the financial year 2022-23 is H 1230.06 Crore against H 716.63 Crore in the year 2021-22.

Earnings Per Share as on March 31, 2023 is H83.68 vis a vis against H 48.77 as on March 31, 2022.

The net worth of the Company stands at H 2610.34 Crore at the end of financial year 2022-23 as compared to H 1914.26 Crore at the end of financial year 2021-22.

2. Transfer to Reserves

The Company has transferred H 100 Crore to the general reserve out of the amount available for appropriations and an amount of H 869.42 Crore is proposed to be retained in the statement of profit and loss.

3. Dividend

The Dividend Distribution Policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, of Directors at their meeting held on May 03, 2023 has recommended payment of H 8/- per equity share i.e 400% of the face value of H 2 each as final dividend for the financial year ended March 31, 2023. 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 for the financial year 2022-23 would aggregate to H 72.39 Crore.

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 principles and criteria as set out in the Dividend Distribution Policy.

The Dividend Distribution Policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company''s website and can be accessed at https://bit.lv/SolargroupDDPolicv. A copy of the policy will be made available to any shareholder on request by email.

4. Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

5. 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 and the Companies (Acceptance of Deposits) Rules, 2014.

6. 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:-

Sr.

No.

Instrument

Type

Rating/

Outlook

Rating

action

Rating

Agencies

1.

Long Term Borrowings

CRISIL

AA /Stable

Reaffirmed

CRISIL Ratings Limited

2.

Short Term

CRISIL A1

Reaffirmed

CRISIL Ratings

Borrowings

Limited

3.

Commercial

CRISIL A1

Reaffirmed

CRISIL Ratings

Paper

ICRA A1

Reaffirmed

Limited ICRA Limited

4.

Non

Convertible

Debentures

CRISIL

AA /Stable

Assigned

CRISIL Ratings Limited

7. Particulars of Loan, Guarantees or Investments with Related Parties

The Company has disclosed the full particulars of the loans given, Investments made, Guarantees given or Securities provided covered under the provisions of Section 186 of the Companies Act, 2013, in the notes to the Financial Statements forming a part of this Annual Report.

8. Subsidiaries, Associates and Joint Venture

The Company has seven wholly owned subsidiaries, twenty step down subsidiaries and one Associate Company as on March 31, 2023. There are no joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Keeping pace with the strategy of selective internationalisation, the Company has set up a step-down subsidiary Company in Ivory Coast (through Solar Overseas Singapore Pte Ltd) named Solar Nitro SARL which was Incorporated on December 05, 2022.

9. Financial Performance of Company''s Subsidaries

A list of body corporates which are subsidiaries and Associates 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.

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures

As per Rule 8 of the Companies (Accounts) Rules, 2014, a Report on the Financial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribution to

the overall performance of the Company during the Financial Year ended March 31, 2023 is 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 [email protected].

These documents will also be available for inspection during business hours at the registered office of the Company.

10. 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 subsidiary.

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.ly/ SolargroupDMSpolicy

11. Capital and Finance

Equity Shares

The paid-up Equity Share Capital as on March 31, 2023 was H 18.10 Crore. 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 the 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 shares having 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 the Employee Stock Options.

Non-Convertible Debentures

During the year under review, the Company has issued and allotted 600 (Six Hundred) unsecured, rated, listed, senior, redeemable, non-convertible debentures having face value of H 10,00,000/- (Rupees ten lakh only) each aggregating of H 60,00,00,000 (Indian Rupees Sixty Crore only) on December 23, 2022, by way of private placement basis.

The proceeds of the issue have been utilised for meeting the working capital requirements of the Company.

The Company has partially redeemed 50 (Fifty) unsecured, rated, listed, senior, redeemable, non-convertible debentures (NCDs) having face value of H 10,00,000/- (Ten lakh) each amounting to H 5 crore (Five crore) and made an Interest Payment amounting to H 1,21,31,506.85 (One Crore twenty one lakh thirty one thousand five hundred and six and eighty five paise) at a coupon rate of 8.20% per annum on March 23, 2023.

Commercial Papers

The Company has issued Commercial Papers amounting to H150 Crore (One hundred fifty crore) during the financial year 2022-23. As on March 31, 2023, the outstanding amount of commercial paper as H 50 Crore (Fifty Crore).

Borrowings

The Company has not defaulted on payment of any dues to the financial lenders.

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 auditor''s 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 control 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 no. 24 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)

Pursuant 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 H 40,046 relating to financial year 2014-2015 (final) , H 22,572 relating to financial year 2015-2016 (1st interim) and H 48,727 relating to financial

year 2015-2016 (2nd interim). Further, 450 shares were transferred as per the requirements of IEPF rules. The details of Investor Education and Protection Fund (IEPF) are included in the Corporate Governance Report.

15. Declaration from Independent Directors

The Company has inter alia, 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;

2. They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

3. They have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.

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.

16. Board Meetings

During the year under review five Board Meetings were convened and held on May 3, 2022, June 6, 2022, July 25, 2022, November 4, 2022, and January 25, 2023.

17. Board Committees & Number of Meetings of Board Committees

The Board has 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.

18. 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, Accounting Technology 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

19. Internal Financial Control and its Adequacy

The Company has adequate Internal Financial Control System over financial reporting which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. The Company''s Internal Financial Control over financial reporting provides reasonable assurance over the integrity of financial statements of the Company. The Company has laid down Standard Operating Procedures, Policies and Authority/ Commercial Manual to guide the operations of the business. Functional heads are responsible for ensuring compliance with all laws and regulations and also with the policies and procedures laid down by the management.

The Corporate Accounts team has undertaken advanced digitalisation and automation initiatives in the current year. System based reports and automated accounting for various areas in financial statements have contributed to better accuracy and faster financial reporting.

The Company tracks all amendments to Accounting Standards, the Act and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same.

All resultant changes to the policy and impact on financials are disclosed after due validation with the statutory auditors and the Audit Committee.

20. Reporting of Frauds

During the year under review, none of the Auditors of the Company, 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), 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

During the year under review, 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.

Your Company''s Whistleblower Policy encourages Directors and employees to bring to your Company''s attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of your Company, or actual or suspected instances of leak of unpublished price sensitive information that could adversely impact your Company''s operations, business performance and/ or reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld.

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

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") along with the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.

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 constituted Internal Committee(s) ("ICs") to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

25. Directors and Key Managerial Personnel

a. Retirement by Rotation and subsequent Re-appointment

Shri Milind Deshmukh, 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 recommends his re-appointment at Item No. 3 of the Notice Calling 28th Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri Milind Deshmukh 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 28th Annual General Meeting.

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 the director not liable to retire by rotation.

The Independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

b. Appointment of Non-Executive Independent Director

On the recommendation of Nomination and Remuneration Committee the Board has considered and approved the following:

a. Appointment of Shri Natrajan Ramkrishna (DIN: 06597041) as an Additional Director (NonExecutive Independent Director) of the Company, not liable to retire by rotation for a period of Three (3) consecutive years commencing from October 19, 2022 through Circular Resolution dated October 18, 2022, subject to approval of members of the Company through Special Resolution.

b. Appointment of Shri Jagdish Chandra Belwal (DIN: 08644877) as an Additional Director (NonExecutive Independent Director) of the Company, not liable to retire by rotation for a period of Three (3) consecutive years commencing from December 05, 2022, through Circular Resolution dated December 03, 2022 subject to approval of members of the Company through Special Resolution.

In this regard the Board of Directors of the Company had approved the Notice of Postal Ballot dated December 03, 2022, for seeking the approval of Members of the Company by way of Special Resolution for appointment of Shri Natrajan Ramkrishna

(DIN: 06597041) and Shri Jagdish Chandra Belwal (DIN: 08644877) as an Independent Directors of the Company.

The Special Resolutions as contained in the Notice of Postal Ballot dated December 03, 2022 failed to get the requisite majority.

The recently amended sub-regulation 2A of Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth

Amendment) Regulations, 2022, provides that when a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes

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 2022-23, the percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer, other Executive Director(s) and Company Secretary during the financial year 2022-23 is as follows:

Note:

1. The Non-Executive Independent Directors were only paid sitting fees for attending Board and Committee meetings.

2. The Salary amounting to H 35 Lakhs for a period of one month i.e. April 1,2022 to April 30, 2022 was paid to Shri Satyanarayan Nuwal, under the Designation, Chairman & Executive Director of the Company.

Name

Designation

Ratio to median remuneration

% increase in remuneration in the financial year 2022-23

Shri Manish Nuwal

Managing Director & CEO

288

80%

Shri Suresh Menon

Whole time Director

21.70

26%

Shri Milind Deshmukh

Whole time Director

21.10

33%

Shri Moneesh Agrawal

Joint Chief Financial Officer

11.30

15%

Smt. Shalinee Mandhana

Joint Chief Financial Officer

8.90

20%

Smt. Khushboo Pasari

Company Secretary & Compliance Officer

5.90

20%

b. The percentage increase in the median remuneration of employees in the financial year: 18.85 %

c. The number of permanent employees on the roll of Company: 1781

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

cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (2A).

In light of the above amendment, Shri Natrajan Ramkrishna (DIN: 06597041) Shri Jagdish Chandra Belwal (DIN: 08644877) are deemed to be appointed as Independent Directors of the Company under Regulation 25(2A) of SEBI Listing Regulations.

The Board opines that the independent directors so appointed are of integrity and possess the requisite expertise and experience (including proficiency).

c. Re-appointment

1. The Board recommends the re- appointment of Shri Suresh Menon (DIN: 07104090), as a Whole time Director designated as Executive Director of the Company for the term of 2 (Two) years for approval of the members at the ensuing Annual General Meeting.

2. The Board recommends the re- appointment of Smt. Sujitha Karnad (DIN: 07787485) as a NonExecutive Independent Director of the Company for the term of 3 (Three) years for approval of the members at the ensuing Annual General Meeting.

The brief resume and other details relating to Shri Suresh Menon and Smt Sujitha Karnad who are 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 28th 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 of Directors

1. Shri Dilip Patel ceased to be Non-Executive Independent Director of the Company with effect from October 19, 2022, on attaining the age of Seventy-Five years. The Board places on record its appreciation towards valuable contribution made by him during his tenure as an Independent Director of the Company.

2. Shri Ajai Nigam Non-Executive Independent Director of the Company has stepped down from the Board of the Company with effect from March 3, 2023, on account of his advancing age and increasing

personal commitments. The Board places on record its appreciation towards valuable contribution made by him during his tenure as an Independent Director of the Company.

f. Vacation of Director

Shri Kailashchandra Nuwal (DIN: 00374378) had 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 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 of 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 31,2023 are:

Sr.

No.

1.

Name of Key Managerial Personnel

Shri Manish Nuwal

Designation

Managing Director and Chief Executive Officer

2.

Shri Suresh Menon

Whole time Director

3.

Shri Milind Deshmukh

Whole time Director

4.

Shri Moneesh Agrawal

Joint Chief Financial Officer

5.

Smt. Shalinee Mandhana

Joint Chief Financial Officer

6.

Smt. Khushboo Pasari

Company Secretary & Compliance Officer

Note:-

Shri Satyanarayan Nuwal (DIN: - 00713547) ceased to be key managerial personnel with effect from 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

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall: (i) formulate the criteria for board membership, including the appropriate mix of Executive & Non-Executive Directors; (ii) approve and recommend compensation packages and policies for Directors and Senior Management; and (iii) lay down the effective manner of performance evaluation of the Board, its Committees and the Directors.

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.lv/SolargroupNRPolicv

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, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.solargroup.com

remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees excluding key managerial personnel for the year 2022-23 was 17.98% whereas there is an increase in the key managerial remuneration by 65%. The increase in managerial remuneration is due to higher eligible profits.

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.solargroup.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 2022-23 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 nature. The transactions entered into pursuant 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 at 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 shall submit on the date of declaration 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.

The Related Party Transactions Policy is available on the Company''s website at www.solargroup.com

32. Human Resources and Industrial Relations

The Company has a constant focus on attracting, developing and retaining talent. We believe that our employees are our key strength, and their development and well-being is crucial to sustaining organizational success.

The company is constantly engaging in several initiatives to develop employees holistically to ensure that we have competent employees is all areas of the business. We are implementing several robust HR practices and processes to enhance employee experience, engagement and enablement to deliver exemplary results. Some of these initiatives include structured talent management processes, leadership development, competency development, identifying and ring-fencing key employees occupying key roles, employee engagement and well-being, rewards and recognition, performance management and so on. Having implemented the Behavioral Competency Framework with a focus on leadership development, Functional Competency Framework is being institutionalized to enhance technical and functional expertise. Right environment and resources are provided to ensure research capabilities of employees are developed and honed to develop in-house products with sound safety, quality and reliability standards. Leadership development initiatives include providing the necessary experience, exposure and education to ensure employee readiness to execute critical roles and responsibilities. We have a robust induction and training process for new talent, to ensure safety and quality standards are adhered to. All new employees are required to go through detailed technical and behavioral trainings in their respective domain areas to ensure productivity is achieved along with safety and quality. The Company is maintaining smooth Industrial relation and statutory compliance at all plants and offices.

33. Auditors and Auditors Report Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s SRBC & Co. LLP Chartered Accountants (Firm Registration No. 324982E/ E300003) jointly with M/s. Gandhi Rathi & Co (Firm Registration No. 103031W) were appointed as Statutory Auditor of the Company in the 27th Annual General Meeting till the conclusion of the 32nd Annual General Meeting of the Company.

M/s SRBC & Co. LLP Chartered Accountants (Firm Registration No. 324982E/ E300003) jointly with M/s. Gandhi Rathi & Co (Firm Registration No. 103031W) have confirmed their eligibility and qualification required under Section 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).

Auditors'' Report

The Auditor''s Report for the year ended March 31, 2023 on the financial statements of the Company is a part of this Annual Report. The notes on Financial Statements referred in the Annual Report are self-explanatory and do not call for any further comments.

The Auditor''s Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.

Cost Auditor

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 2022-23.

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 2023-24 M/s Khanuja Patra & Associates being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2023-24.

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 by the Internal Auditors of the Company on quarterly basis by M/s. Protiviti India Member Private Limited 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 M/s. Protiviti India Member Private Limited 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 2023-24.

Secretarial Auditor

The Secretarial Audit for the year 2022-23 was undertaken by Shri Anant B Khamankar of Anant B Khamankar & Co. practicing Company Secretary the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2023 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations of the Company and its Material Subsidiary are annexed herewith as "Annexure B1 and B2".

The Secretarial Audit Report for the financial year 2022-23, does not contain any qualification, reservation, or adverse remark.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed Shri Anant B Khamankar of Anant B Khamankar & Co. practicing Company Secretary, Mumbai to conduct the secretarial audit of the Company for FY 2023-24. They have confirmed their eligibility for the re-appointment.

34. Corporate Social Responsibility

The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Health, Education, Ensuring environmental sustainability, Rural Development, Skill Development.

A detailed report on Solar''s various CSR initiatives has been provided in the Annual Report on CSR initiatives, as required under Section 135 of the Companies Act, 2013 (Act) which is annexed as "Annexure C" to this report on page no. 113.

The CSR policy is available on https://bit.lv/CSRpolicv

35. 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".

36. 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.

37. Statement of Management 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. Business Responsibility and Sustainability Report

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to society and the community, as well as ensuring environmental well-being from a longterm perspective.

Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, the Company has prepared the Business Responsibility & Sustainability Report for the year 2022-23, which forms a part of this Annual Report and also hosted on the Company''s website and can be accessed at www.solargroup.com

39. 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, 2023, 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, 2023 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 31,2023 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.

40. Other Disclosures

i. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ii. 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.

iii. The Company has not failed to implement any corporate action during the year under review;

iv. The Company''s securities were not suspended during the year under review;

v. The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the service providers Receivables Exchange of India Limited. The Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines.

vi. There has been no change in the nature of business of the Company.

vii. There was no revision of financial statements and Board''s Report of the Company during the year under review.

viii. All the Independent Directors of the Company have passed the Online Proficiency Self-assessment Test conducted by Indian Institute of Corporate Affair (IICA).

41. CEO/CFO Certification

As required under Regulation 17(8) of the Listing Regulations, the CEO/CFO certificate for the financial year 2022-23 signed by Shri Manish Nuwal, Managing Director & CEO, and Shri Moneesh Agrawal Joint CFO and Smt. Shalinee Mandhana Joint CFO, was placed before the Board of Directors of the Company at its meeting held on May 3, 2023 and is also forms a part of this Annual Report.

42. Appreciation & Acknowledgement

Your directors would like to record their appreciation for the enormous personal efforts as well as the collective contribution of all the employees to the Company''s performance. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review.

For and on behalf of the Board For and on behalf of the Board

Sd/- Sd/-

Place: Nagpur Manish Nuwal Milind Deshmukh

Date: May 3, 2023 Managing Director & CEO Executive Director



Mar 31, 2022

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.

(H 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 H 2528.34 Crores as against turnover of H 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 H 402.44 Crores against H 291.21 Crores in the year 2020-21.

Earnings per Share as on March 31, 2022 are H 28.90 vis a vis against H 20.89 as on March 31, 2022.

The net worth of the Company stands at H 1365.59 Crores at the end of financial year 2021-22 as compared to H 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 H 3947.60 Crores as against turnover of H 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 H 716.63 Crores against H 490.63 Crores in the year 2020-21.

Earnings Per Share as on March 31, 2022 is H 48.77 vis a vis against H 30.54 as on March 31, 2021.

The net worth of the Company stands at H 1914.26 Crores at the end of financial year 2021-22 as compared to H 1579.41 Crores at the end of financial year 2020-21.

2. TRANSFER TO RESERVES

The Company has transferred H 100.00 Crores to the general reserve out of the amount available for appropriations and an amount of H 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 H 7.50/-(Rupees Seven and Fifty paisa only] (375%] per equity share of the face value of H 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 H 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:-

Sr.

No

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 [email protected].

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 H 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 H 16289.00 relating to financial year 2013-2014 (final) and H 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:

Sr.

No.

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''SRESPONSIBILITY 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


Mar 31, 2021

The Board of Directors are pleased to present the Board''s report together with the Audited Financial Statements of your Company for the Financial Year ended March 31,2021.

1. Financial Highlights

The Company''s Financial Performance (Standalone & Consolidated) for the Financial Year ended March 31,2021 is summarised below.

(H In Crores)

Particulars

Standalone

Consolidated

2020-21

2019-20 |

2020-21

2019-20

Net Revenue from operations

(Including Other Income)

1610.04

1546.89

2537.05

2278.35

Less: Expenditure

1312.32

1248.32

2001.03

1802.98

Operating profit (PBIDT)

297.72

298.57

536.02

475.37

Interest

6.52

12.17

45.39

55.04

Profit before Depreciation & Tax (PBT)

291.20

286.40

490.63

420.33

Less: Depreciation

37.98

33.96

93.53

84.53

Profit before Tax & Exceptional item

253.22

252.44

397.10

335.80

Less: Exceptional item - - - -

Profit before Tax

253.22

252.44

397.10

335.80

Less: Provision for Taxation

64.15

39.04

109.03

57.13

Profit after Tax

189.07

213.40

288.07

278.67

Other Comprehensive Income

0.65

(0.65)

(12.51)

(63.38)

Share of profit transfer to minority

11.18

(3.56)

Net Profit (after minority interest)

189.72

212.75

264.38

218.85

Balance brought forward

423.68

362.14

684.23

573.99

Balance available for appropriation

613.40

574.89

948.61

792.84

Appropriation:

Interim Dividend

54.29

63.34

54.29

63.34

Tax on Dividend

13.02

13.02

Other Adjustment/ Other Comprehensive Income/(loss)

(0.39)

(0.15)

1.03

0.81

General Reserve

75.00

75.00

75.00

80.15

Balance Profit Carried To Balance Sheet

483.72

423.68

820.35

684.23

Earning Per Share (EPS)

20.89

23.58

30.54

29.55

Results of Operation

Standalone Reaching

? During the financial year ended on March 31,2021 the Company achieved turnover of H 1584.40 Crores as against turnover of H 1511.54 Crores achieved during the previous year, which is a increase in turnover by 4.82 %.

? The Profit Before Depreciation & Tax (PBT) for the financial year 2020-21 is H 291.20 Crores against H 286.40 Crores in the year 2019-20.

? Earnings Per Share as on March 31, 2021 is H 20.89 vis a vis H 23.58 as on March 31,2020.

? The net worth of the Company stands at H 1156.81 Crores as at the end of financial year 2021, as compared to H 1021.38 Crores at the end of financial year 2020.

7. 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 are given in the notes to the Financial Statements forming a part of this Annual Report.

8. SUBSIDIARIES AND ASSOCIATES

As a purposeful strategy, your Company carries all its business operations through several subsidiaries and associate Companies which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of a majority stake in existing enterprises.

Information on newly incorporated Subsidiaries till the date of this report:

a. During the year under review:

1. Solar Avionics Limited, wholly owned subsidiary of the Company was incorporated on November 16, 2020

b. Keeping pace with the strategy of expanding globally the Company has set up the following step down subsidiaries:

i) In Burkina Faso (through Solar Industries Africa Limited) named Solar Mining Services Burkina Faso SARL which was incorporated on April 6, 2021.

ii) In Albania (through Solar Overseas Singapore Pte Limited) named Solar Mining Services Albania which was incorporated on April 22, 2021.

Consolidated reaching

? During the financial year ended on March 31,2021 the Company achieved turnover of H 2515.63 Crores as against turnover of H 2237.30 Crores achieved during the previous year, which is a increase in turnover by 12.44 %.

? The Profit Before Depreciation & Tax (PBT) for the financial year 2020-21 is H 490.63 Crores against H 420.33 Crores in the year 2019-20.

? Earnings Per Share as on March 31, 2021 is H 30.54 vis a vis H 29.55 as on March 31,2021.

? The net worth of the Company stands at H 1579.41 Crores as at the end of financial year 2021, as compared to H 1380.09 Crores at the end of financial year 2020.

2. TRANSFER TO RESERVES

The Company has transferred H 75.00 Crores to the general reserve out of the amount available for appropriations and an amount of H 820.35 Crores is proposed to be retained in the statement of profit and loss.

3. DIVIDEND

The Board of Directors at their meeting held on May 27, 2021, has recommended payment of H 6/- (Rupees Six Only) ) (300%) per equity share of face value of H 2/- (Rupees Two Only) each as a final dividend for the FY ended March 31, 2021. The payment of 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 2020-21 would aggregate to H 54.29 Crores.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. April 1, 2021 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

The Dividend Distribution Policy, containing the requirements prescribed in Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 can be accessed on the Company''s website at the web-link - https://reports.solargroup.com/DDP.pdf

4. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any affecting the financial position of the Company which have

occurred between the end of the financial year of the Company to which the financial statement relate and date of the report.

5. 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 and the Companies (Acceptance of Deposits) Rules, 2014.

6. CREDIT RATINGS

Solar''s financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies. The table below depicts the credit rating profile:

Sr.

Particulars

Rating

No.

1

Long Term Borrowings

CRISIL AA /Stable (Reaffirmed)

2

Short Term Borrowings

CRISIL A1 (Reaffirmed)

3

Commercial Paper

CRISIL A1 (Reaffirmed) [ICRA ]A1

9. AUDITED FINANCIAL STATEMENTS OF THE COMPANY’S SUBSIDAIRES

The Board of Directors of your Company at its meeting held on May 27, 2021 approved the Audited Consolidated Financial Statements for the FY 2020-21 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2020-21, have been prepared in compliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requirement.

A report on the performance and financial position of each of subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 forms part of this report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.solargroup.com These documents will also be available for inspection during business hours at our registered office of the Company.

10. SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2021 was H18.10 Crores. There was no change in the Share Capital during the year under review. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity.

11. 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 Statutory Auditors confirming compliance is annexed and forms part of the Annual Report.

12. 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 mitigations are in place.

It takes into consideration the nature, scale and complexity of the business. A detailed note on the risks is included in the Management Discussion and Analysis forming part of the Annual Report and the details of Risk Management Committee and its frequency of meetings are included in the Corporate Governance Report.

13. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant 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 H 58,272.00 relating to financial year 20122013 (final) and H 44,775.00 relating to financial year 2013-2014 (interim) the details of Investor Education and Protection Fund (IEPF) are included in the Corporate Governance Report.

14. BOARD DIVERSITY

Your Company has laid down well-defined criteria for the selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management. There has been no change in the policy since last financial year.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the criteria of independence, as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. BOARD MEETINGS

During the year four Board Meetings were convened and held on July 31, 2020, September 14, 2020, November 11, 2020 and January 29, 2021. The details of which are given in the Corporate Governance Report.

17. BOARD COMMITTEES & ITS MEETINGS

The Board of the Company has total six Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Executive Committee. The details of composition and committee meetings during the year are given in the Corporate Governance Report which is a part of this report.

18. INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

Your Company has an adequate internal controls system, commensurate with the size and nature of its business.

19. 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.

20. 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), Secretarial Standard on Dividend (SS-3), Secretarial Standard on Report of the Board of Directors (SS-4) respectively issued by Institute of Company Secretaries of India.

21. 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.

22. VIGIL MECHANISM

The Vigil Mechanism of the Company includes a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

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 is explained in the Corporate Governance Report and also posted on the website of the Company at the link https://reports.solargroup.com/WBP.pdf

23. 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 complaints of sexual harassment from any of the women employee of the Company.

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.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Director Retiring by Rotation

In accordance with provisions of the act and in terms of Articles of Association of the Company, Shri Manish Nuwal, Managing Director and CEO of the Company, retire by rotation and being eligible offers himself for reappointment.

The Boards of Directors recommends his re-appointment at Item No. 3 of the Notice Calling 26th Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri Manish Nuwal 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 26thAnnual General Meeting.

b. Director’s Appointment & Cessation Appointment

In accordance with Sections 149,150,152, 161 and any other applicable provisions of the Companies Act, 2013 and in accordance with Articles of Association of the Company, Smt. Sujitha Karnad was appointed as an Additional Non-Executive Independent Director of the Company, w.e.f. December 15, 2020 and she shall hold the office upto the date of ensuing Annual General Meeting. The Board recommends appointment of Smt. Sujitha Karnad as a Non-Executive Independent Director of the Company for a period of 2 (Two) years for approval of the members at the ensuing 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.

Re-appointment

1. The Board recommends the re-appointment of Shri Satyanarayan Nuwal as Chairman and Whole-time Director (designated as Executive Director) for a period of One (1) year and revision in terms of his remuneration, pursuant to Section 196, 197, 198 and 203 read with Schedule V of the Companies Act, 2013 for approval of the members at the ensuing Annual General Meeting.

2. The Board recommends re-appointment of Shri Manish Nuwal as Managing Director for a period of One (1) year and revision in terms of his remuneration, pursuant to Section 196, 197, 198 and 203 read with Schedule V of the Companies Act, 2013 for approval of the members at the ensuing Annual General Meeting.

3. The Board recommends re-appointment of Shri Anil Kumar Jain as an Executive Director of the Company for a period of 1 (One) year and revision in terms of his remuneration , pursuant to Section 196, 197, 198 and 203 read with Schedule V of the Companies Act, 2013

for approval of the members at the ensuing Annual General Meeting.

Cessation

Smt. Madhu Vij ceased to be the Non-Executive Independent Director (Women Director) of the Company w.e.f September 16, 2020. The proposed Special Resolution for her re-appointment was not approved by the Shareholders in their Meeting dated September 16, 2020.

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. Hence the name of Shri Kailashchandra Nuwal is not mentioned as a Director.

c. Key Managerial Personnel

The Key Managerial Personnel of the Company as on March 31, 2021 are:

? Shri Satyanarayan Nuwal - Chairman and Executive Director,

? Shri Manish Nuwal - Managing Director and Chief Executive Officer,

? Shri Anil Kumar Jain - Executive Director,

? Shri Suresh Menon - Executive Director,

? Mrs. Khushboo Pasari - Company Secretary & Compliance Officer.

Shri Nilesh Panpaliya has resigned from the position of Chief Financial officer (CFO) and Key Managerial Personnel (KMP)

of the Company w.e.f. May 14, 2021. Further Shri Moneesh Agrawal and Mrs. Shalinee Mandhana were appointed as Joint Chief Financial Officers (CFO) and Key Managerial Personnel (KMP) of the Company on May 27, 2021.

25. BOARD EVALUATION

Pursuant to 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 director being evaluated. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

26. NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated in the Corporate Governance Report.

Policy on appointment of Directors and Senior Management, Policy on Remuneration of Directors and Policy on Remuneration of Key Managerial Personnel and Employees are available at the link https://reports.solargroup.com/NARP.pdf

27. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return in form MGT-9 for financial year 2020-21 is available on the website of the Company at www.solargroup.com

28. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 2020-21, the percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and other Executive Director(s) and Company Secretary during the financial year 2020-21 is as follows:

Executive Directors

Designation

Ratio to median remuneration

% increase in remuneration in the financial year 2020-21

Shri Satyanarayan Nuwal

Chairman and Executive Director

126.45

¦s

Shri Manish Nuwal

Managing Director & CEO

126.45

1

Shri Anil Kumar Jain

Executive Director

23.89

1

Refer Note : 2

Shri Suresh Menon

Executive Director

22.48

1

Shri Nilesh Panpaliya

Chief Financial Officer

1

I

Smt. Khushboo Pasari

Company Secretary and Compliance Officer

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 no increase in remuneration of director and KMP in the financial year 2020-21.

3. 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. He was paid remuneration of H 0.68 Crore till June 2020.

b. The percentage increase in the median remuneration of employees in the financial year: (17.73%)

c. The number of permanent employees on the rolls of Company: 1629

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:

In view of COVID-19 pandemic their has been no change in the remuneration paid to the employees and Key Managerial Personnel during the year 2020-21 in comparison with the financial year 2019-20.

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.solargroup.com. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

29. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2020-21 were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has formulated a Related Party Transactions policy indicating the Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at https://solargroup.com/wp-content/uploads/2019/04/policy-

on-related-party-2.pdf. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 29 (d) 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.

30. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the building, competence, and commitment towards its employees in all areas of the business. We have taken efforts for building Human Resource capabilities in different ways. The Leadership Competency Behavioral framework is being institutionalised. Proper management development tools are being practiced for competency building amongst all the levels and focused succession and talent pool building is in process. Coaching and Mentoring is being executed at critical roles and positions. For new talent, structured on-boarding and induction process is being initialised as to assure adhering safety and quality from day one in the organisation. Management development programs are continuously conducted to upgrade skill & knowledge of employees. Company is Maintaining smooth Industrial relation and statutory compliance at all plants and offices.

31. MATERIAL SUBSIDIARY

Economic Explosives Limited is a material subsidiary of the Company as per the thresholds laid down under the Listing Regulations. 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://reports.solargroup.com/PFDMS-1.pdf

32. AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s S R B C & Co. LLP Chartered Accountants (Firm Registration No. 324982E/ E300003) jointly with M/s Akshay Rathi & Associates, Chartered Accountants (Firm Registration No. 139703W) were appointed as Statutory Auditor of the Company in the 22nd Annual General Meeting till the conclusion of the 27th Annual General Meeting of the Company.

M/s S R B C & Co. LLP Chartered Accountants (Firm Registration No. 324982E) and M/s Akshay Rathi & Associates, Chartered Accountants (Firm Registration No. 139703W) have confirmed their eligibility and qualification required under Section 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).

Auditors’ Report

The Auditor''s Report for the year ended March 31, 2021 on the financial statements of the Company is a part of this Annual Report. The notes on Financial Statements referred in the Annual Report

are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit of the Cost and related records of the Company for the year 2020-21 was undertaken by Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, Nagpur the Cost Auditor of the Company.

The Board of Directors of the Company has appointed Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates to conduct the Cost Audit as per Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 for the financial year 2021-22.

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 by the Internal Auditors of the Company 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 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 2021-22.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,

2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year 2020-21 was undertaken by Shri Anant B. Khamankar, Practicing Company Secretary the a Secretarial Auditor of the Company.

The Report of Auditors of the Company M/s Anant B Khamankar & Co., Company Secretaries on the Secretarial and related records of the Company and its material subsidiary i.e Economic Explosives Limited is annexed herewith as “Annexure B1 and B2”.

SEBI vide its notification no. SEBI/LAD-NRO/GN/2021/22 dated May 5, 2021 directed listed entities to annex a Secretarial Compliance report given by a Company Secretary in practice, in such form as specified with the annual report of the Company. The Secretarial Compliance report is annexed herewith as “Annexure B3”

The Board of Directors of the Company appointed Shri Anant B. Khamankar, Practicing Company Secretary, to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 prescribed under Section 204 of the Companies Act, 2013 for the financial year 2021-22.

The Company has engaged the services of Shri Anant Khamankar (CP No. 1860), Practicing Company Secretary and Secretarial Auditor of the Company for providing this certification.

The Secretarial Audit Report and/or Secretarial Compliance Report do not contain any qualification, reservation or adverse remark.

33. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in “Annexure C” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://reports.solargroup.com/PCSR.pdf.

A detailed CSR policy was amended by the Company with approvals of the CSR Committee and Board on May 27, 2021 in pursuance of the requirements of Section 135 and Schedule VII of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

34. 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”.

35. STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

Management is responsible for the preparation of the Consolidated Financial Statements and related information that are presented in this report. The Board of Directors of your Company at its meeting held on May 27, 2021 has approved the Audited Consolidated Financial Statements for the financial year 2020-21 and its subsidiaries in accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Indian Accounting Standards (Ind AS) and other Accounting Standards issued by the Institute of Chartered Accountants of India. The Consolidated Financial Statements of your Company for the financial year 2020-21, are prepared in compliance with applicable Accounting Standards based on management''s estimates, assumptions and judgments where applicable as well as Listing Regulations as prescribed by the Securities and Exchange Board of India.

The Company has built adequate systems of internal controls aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws.

The Internal Audit function monitors the effectiveness of controls, and also provides an independent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework. The Audit Committee of the Board reviews major internal audit reports as well as the adequacy of internal controls.

36. 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.

37. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report (“BRR”) of the Company for the year 2020-21 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.

38. 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, 2021, 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, 2021 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, 2021 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.

39. 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.

40. APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks,government and regulatory authorities, stock exchanges, customers, vendors, members during the year under review.

For and on behalf of the Board

Place : Nagpur (Satyanarayan Nuwal)

Date : May 27, 2021 Chairman


Mar 31, 2019

Director’s Report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company'' or ‘Solar''), along with the Audited Financial Statements, for the financial year ended on March 31, 2019. The consolidated performance of the Company and its subsidiaries has been referred to whenever required.

1. Financial Results

The Company''s financial performance for the year ended on 31st March, 2019 is summarized below.

(Rs,in Crores)

Particulars

Standalone

Consolidated

Year ended 31.03.2019

Year ended 31.03.2018

Year ended 31.03.2019

Year ended 31.03.2018

Net Revenue from operations

(Including Other Income)

1684.44

1323.58

2476.29

1963.57

Less: Expenditure

1350.05

1077.84

1959.63

1539.92

Operating profit (PBIDT)

334.39

245.74

516.66

423.65

Interest

11.92

14.23

49.87

32.72

Profit before Depreciation & Tax (PBT)

322.47

231.51

466.79

390.93

Less: Depreciation

28.93

26.09

58.89

51.29

Profit before Tax & Exceptional item

293.54

205.42

407.90

339.64

Less: Exceptional item

6.05

6.05

Profit before Tax

287.49

205.42

401.85

339.64

Less: Provision for Taxation

96.02

71.16

125.05

106.05

Profit after Tax

191.47

134.26

276.80

233.59

Other Comprehensive Income

(0.18)

(1.02)

(47.25)

7.98

Share of profit transfer to minority

8.76

13.56

Net Profit (after minority interest)

191.29

133.24

220.79

228.01

Balance brought forward

296.06

240.51

470.62

369.78

Balance available for appropriation

487.35

373.75

691.41

597.79

Appropriation:

Dividend

54.29

27.15

54.29

27.15

Tax On Dividend

11.16

5.52

11.16

5.53

Other Adjustment

0.24

(0.02)

(0.99)

(41.37)

Other Comprehensive Income

40.82

(7.46)

General Reserve

60.00

45.00

91.80

45.66

Balance Profit Carried To Balance Sheet

362.14

296.06

573.99

470.62

Earnings Per Share (EPS)

21.16

14.84

28.91

24.37

Results of Operation

Standalone Reaching

- During the financial year ending on March 31, 2019 the Company achieved turnover of RS,1 663.22 Crores as against turnover of RS,1305.35 Crores achieved during the previous year, which is a significant increase in turnover by 27.42 %.

® The Profit After Tax (PAT) for the financial year 2018-19 is RS,191.47 Crores against RS,134.26 Crores in the previous year 2017-18.

- Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax stood at H 334.39 Crores as against RS,245.74 Crores in the previous year.

- Earnings Per Share as on March 31, 2019 is RS,21.16 vis a vis against RS,14.84 as on March 31, 2018.

- The net worth of the Company has increased and stands at to RS,885.05 Crores in the fiscal year 2019 from RS,759.21 Crores at the end of fiscal year 2018.

Consolidated Reaching

- During the financial year ending on March 31, 2019 the Company achieved turnover of RS,2461.57 Crores as against turnover of RS,1951.47 Crores achieved during the previous year, which is a significant increase in turnover by 26.14 %.

- The Profit After Tax (PAT) after transferring the share of profit of Minority Interest for the financial year 2018-19 is RS,261.61 Crores against previous year RS,220.55 Crores in 2017-18.

- Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax stood at RS,516.66 Crores as against H 423.65 Crores in the previous year.

- Earnings Per Share as on March 31, 2019 is RS,28.91 vis a vis against RS,24.37 as on March 31, 2018.

- The net worth of the Company has increased and stands at to RS,1238.33 Crores in the fiscal year 2019 from RS,1083.86 Crores at the end of fiscal year 2018.

2. Transfer to Reserves

The Company has transferred RS,91.80 Crores to the general reserve out of the amount available for appropriations and an amount of RS,573.99 Crores is proposed to be retained in the statement of profit and loss.

3. Dividend

Based on the Company''s performance, the Directors have recommended a payment of RS,7/- (Rupees seven only) per equity share of the face value of RS,2/- (Rupees two only) each as final dividend for the FY 2018-19, for the approval of the shareholders at the ensuing Annual General Meeting (‘AGM'') of the Company. The dividend paid for FY 2017-18 was H 6/- (Rupees six only) per equity share of the face value of RS,2/- (Rupees two only).

The dividend on equity shares including dividend tax for the FY 2018-19 would aggregate to RS,76.36 Crores resulting in payout of 29.19 % of the unconsolidated profits of the Company.

The dividend declared and/or paid by the Company for the FY 2018-19, is in compliance with the Dividend Distribution Policy. The Dividend Distribution Policy of the Company is set out as is also uploaded on the Company''s website -https://www.solargroup.com/Uploads/Files/Investors/policies/PDD.pdf

4. Material Changes between the date of the Board Report and end of Financial Year

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

5. 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 and the Companies (Acceptance of Deposits) Rules, 2014.

6. Credit Ratings

Given below are the ratings given to the Company by CRISIL during the year under review:

Sr.

No.

Particulars

Rating

1.

Long Term Borrowings

CRISIL AA/ Positive

(Reaffirmed)

2.

Short Term Borrowings

CRISIL A1 (Reaffirmed)

3.

Commercial Paper

CRISIL A1

The ratings reflect SIIL''S strong market position, good operating efficiencies (backed by prudent raw material procurement policies and backward integration), and strong debt protection measures. To arrive at its ratings, CRISIL has combined SIIL''s financial and business profiles with those of its subsidiaries.

7. 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 are given in the notes to the Financial Statements forming a part of this annual report.

8. Subsidiaries and Associates

As a purposeful strategy, your Company carries all its business operations through several subsidiaries and associate companies which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of a majority stake in existing enterprises.

During the year under review:

1. Information on newly incorporated Subsidiary and acquisition during the year.

Keeping pace with the strategy of selective internationalization, the company has set up a step-down subsidiary company in Zimbabwe (through Solar Overseas Mauritius Limited) named Solar Nitro Zimbabwe (Private) Limited which was Incorporated on October 10, 2018.

During the year under review the Company has acquired 49% stake of Astra Resources (Pty) Limited through its step down subsidiary Company Solar Industries Africa Limited (Mauritius).

2. Information of the Subsidiary liquidated and in the process of liquidation during the year.

In continuation of the efforts to realign the group structure and consolidate the multi layered structure, Solar Industries Mozambique LDA a step down subsidiary of the Company was liquidated on October 18, 2018 and Solar Explochem (Ghana) Limited a step down subsidiary of the Company is under the process of Liquidation.

9. Audited Financial Statements of the Company''s Subsidiaries

The Board of Directors of your Company at its meeting held on May 09, 2019, approved the Audited Consolidated Financial Statements for the FY 2018-19 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2018-19, have been prepared in compliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requirement.

A report on the performance and financial position of each of subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 forms part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.solargroup.com These documents will also be available for inspection during business hours at registered office of the Company.

10. Share Capital

The paid up Equity Share Capital as on March 31, 2019 was RS,18.09 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

11. Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter “Listing Regulations”). A separate section on corporate governance along with a certificate from the auditors confirming compliance is annexed and forms part of this Annual Report.

12. Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Currently, the Company''s risk management approach comprises of the following:

A. Risk Identification

B. Risk Assessment

C. Risk Treatment and Mitigation

D. Risk Control and Monitoring

Solar''s risk assessment matrix is used as the benchmark in planning and implementing the risk management measures.

It takes into consideration the nature, scale and complexity of the business. A detailed note on the risks is included in the Management Discussion and Analysis forming part of the Annual Report and the details of Risk Management Committee and its frequency of meetings are included in the Corporate Governance Report.

13. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provision 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,72,053. Further, Five corresponding shares were transferred as per the requirements of IEPF rules. The details of Investor Education and Protection Fund (IEPF) are included in the Corporate Governance Report.

14. Board Diversity

Your Company has laid down well-defined criteria for the selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management. There has been no change in the policy since last fiscal.

15. Declaration by Independent Directors

The Independent Directors have given declarations that they meet the criteria of independence, as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. Board Meetings

During the year Five Board Meetings were convened and held on May 11, 2018, July 30, 2018, October 29, 2018, January 31, 2019 and March 30, 2019. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

17. Board Committees & Its Meetings

The Board of the Company has total Five Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The details of composition and committee meetings during the year are given in the Corporate Governance Report which is a part of this Annual Report.

18. Internal Financial Control and its Adequecy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, Safeguarding its assets, prevention and detection of frauds, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

19. 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.

20. Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e SS-1 and SS-2 relating to the ‘Meetings of the Board of Directors'' and ‘General Meetings'', respectively have been duly followed by the Company.

21. Significant and Material Order

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.

22. Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at the link https://www.solargroup.com/Uploads/Files/Investors/policies/WBP.pdf

23. Policy on 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 there under. All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the financial year under review, the company has not received complaints of sexual harassment from any of the women employee of the company.

24. Directors and Key Managerial Personnel

a. Director’s Retiring by Rotation

In terms of Articles of Association of the Company and as per Section 152(6) of the Companies Act, 2013 provides that 2/3rd of the Board of Directors is considered to be Directors liable to retire by rotation, of whicRs,1/3rd shall retire at every Annual General Meeting of the Company as per Section 152(6) (e) of the Companies Act, 2013 and the Company shall have an option to re-appoint the retiring Director or appoint someone else in his place.

This year Shri Kailashchandra Nuwal (DIN: 00374378) shall retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.

The Boards of Directors recommends his re-appointment at Item No. 3 of the Notice Calling 24th Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri Kailashchandra Nuwal (DIN: 00374378) 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 24th Annual General Meeting.

b. Re-appointment of the following Independent Directors, not liable to retire by rotation, (whose tenure came to an end on March 31, 2019) for a second term pursuant to applicable provisions of the Act read with the Rules issued there under and Listing Regulations:

« Shri Dilip Patel (DIN: 00013150) re-appointed up to March 31, 2024;

e Shri Amrendra Verma (DIN: 00236108) re-appointed up to March 31, 2024;

- Shri Ajai Nigam (DIN: 02820173) re-appointed up to March 31, 2024;

® Shri Anant Sagar Awasthi (DIN: 00228429) re-appointed up to March 31, 2020;

The aforementioned appointments were based on outcome of performance evaluation exercise, experience and contributions made by Shri Dilip Patel, Shri Amrendra Verma, Shri Ajai Nigam and Shri Anant Sagar Awasthi in their previous tenure.

The Board of Directors recommends their re-appointment at Item No. 4,5,6 & 7 of the Notice Calling 24th Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri Dilip Patel, Shri Amrendra Verma, Shri Ajai Nigam and Shri Anant Sagar Awasthi 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 24th Annual General Meeting.

c. Key Managerial Personnel

Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Key Managerial Personnel of the Company as on March 31, 2019 are:

® Shri Satyanarayan Nuwal - Chairman and Executive Director, ® Shri Kailashchandra Nuwal - Vice Chairman and Executive Director,

® Shri Manish Nuwal - Managing Director and Chief Executive Officer,

® Shri Anil Kumar Jain - Executive Director,

® Shri Suresh Menon - Executive Director,

® Shri Nilesh Panpaliya - Chief Financial Officer and

® Smt. Khushboo Pasari - Company Secretary & Compliance Officer.

25. Board Evaluation

Pursuant to 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, and individual directors 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 director being evaluated. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

26. Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated in the Corporate Governance Report.

27. Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed there under, the extract of the Annual Return for FY 2018 19 is given in “Annexure A" in the prescribed Form No. MGT-9, which is a part of this report. The same is available on the website of the Company at www.solargroup.com

28. Particulars of Employees

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2018-19 is as follows:

Name of Directors

Designation

Ratio of Remuneration of Director to the Median remuneration

Shr

Satyanarayan Nuwal

Chairman and Executive Director

107.84

Shr

Kailashchandra Nuwal

Vice Chairman and Executive Director

107.84

Shr

Manish Nuwal

Managing Director & CEO

107.84

Shr

Anil Kumar Jain

Executive Director

16.98

Shr

Suresh Menon*

Executive Director

13.66

Shr

Roomie Dara Vakil**

Executive Director

1.33

Shr

Anant Sagar Awasthi

Non-Executive Independent Director

0.88

Shr

Dilip Patel

Non-Executive Independent Director

1.41

Shr

Amrendra Verma

Non-Executive Independent Director

1.12

Shr

Ajai Nigam

Non-Executive Independent Director

1.41

Smt. Madhu Vij

Non-Executive Independent Director

1.08

Note:

’Appointed as an Executive Director of the Company w.e.f May 11, 2018. **Resigned from the Board of the Company w.e.f. May 11, 2018.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year 2018-19 as follows:

Name of Directors

Designation

% increase in remuneration in the financial year 2018-19

Shri Satyanarayan Nuwal

Chairman and Executive Director

Nil

Shri Kailashchandra Nuwal

Vice Chairman and Executive Director

Nil

Shri Manish Nuwal

Managing Director & CEO

Nil

Shri Anil Kumar Jain

Executive Director

27.27

Shri Suresh Menon*

Executive Director

Nil

Shri Roomie Dara Vakil**

Executive Director

13.42

Shri Anant Sagar Awasthi

Non-Executive Independent Director

Nil

Shri Dilip Patel

Non-Executive Independent Director

33.33

Shri Amrendra Verma

Non-Executive Independent Director

50

Shri Ajai Nigam

Non-Executive Independent Director

50

Smt. Madhu Vij

Non-Executive Independent Director

50

Name of CFO and Company Secretary

Designation

% increase in remuneration in the financial year 2018-19

Shri Nilesh Panpaliya

Chief Financial Officer

10.34

Smt. Khushboo Pasari

Company Secretary and Compliance Officer

22.22

c. The percentage increase in the median remuneration of employees in the financial year: 11.6%

d. The number of permanent employees on the rolls of Company: 2080

e. 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 of employee other than Key Managerial Personnel was 9%. The average annual increase of Key Managerial Personnel was 16.84%. 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.

g. 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.solargroup.com. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

30. Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of manager. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

31. Material Subsidiary

Economic Explosives Limited is a material subsidiary of the Company as per the thresholds laid down under the Listing Regulations. 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 was revised effective from April 1, 2019 in line with the amendments made to the Listing Regulations. The Policy has been uploaded on the Company''s website at https://reports.solargroup.com/PFDMS-1.pdf

32. Auditors Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s S R B C & Co. LLP Chartered Accountants (Firm Registration No. 324982E/E300003) jointly with M/s Akshay Rathi & Associates, Chartered Accountants (Firm Registration No. 139703W) were appointed as Statutory Auditor of the Company in the 22nd Annual General Meeting till the conclusion of the 27th Annual General Meeting of the Company.

M/s S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) and M/s Akshay Rathi & Associates, Chartered Accountants (Firm Registration No. 139703W) have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Auditors’ Report

The Auditor''s Report for the year ended March 31, 2019 on the financial statements of the Company is a part of this Annual Report. The Auditors Report for the financial year ended March 31, 2019 does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act,

2013 and The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit of the Cost and related records of the Company for the year 2018-19 was undertaken by Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, Nagpur the Cost Auditor of the Company.

The Board of Directors of the Company has appointed Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, to conduct the Cost Audit as per Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 for the FY 2019-2020.

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 by the Internal Auditors of the Company 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 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 2019-2020.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year 2018-19 was undertaken by Shri Anant B. Khamankar, Practicing Company Secretary the Secretarial Auditor of the Company.

The Report of Auditors of the Company M/s Anant B Khamankar & Co., Company Secretaries on the Secretarial and related records of the Company is annexed herewith as “Annexure C”.

The Board of Directors of the Company appointed Shri Anant B. Khamankar, Practicing Company Secretary, to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the financial year 2019-2020.

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued there under. The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries under Form MR - 3 and is required to be submitted to Stock Exchanges within 60 days of the end of the financial year.

The Company has engaged the services of Shri Anant Khamankar (CP No. 1860), Practicing Company Secretary and Secretarial Auditor of the Company for providing this certification.

The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

33. Corporate Social Responsibility

As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has undertaken various projects in the areas like:

- Health & Hygine

- Education

- Environment sustainability

- Rural Development

- Public welfare

The projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The primary beneficiaries of CSR shall be the people in the areas within and around the Company''s Plant Locations.

The Report on CSR activities is annexed herewith as “Annexure D”.

34. 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 E”.

35. Statement of Management’s Responsibility for Consolidated Financial Statements

Management is responsible for the preparation of the Consolidated Financial Statements and related information that are presented in this report. The Board of Directors of your Company at its meeting held on May 09, 2019 has approved the Audited Consolidated Financial Statements for the financial year 2018-19 and its subsidiaries in accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India. The Consolidated Financial Statements of your Company for the financial year 2018-19, are prepared in compliance with applicable Accounting Standards based on management''s estimates, assumptions and judgments where applicable as well as Listing Regulations as prescribed by the Securities and Exchange Board of India.

The Company has built adequate systems of internal controls aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws.

The Internal Audit function monitors the effectiveness of controls, and also provides an independent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework. The Audit Committee of the Board reviews major internal audit reports as well as the adequacy of internal controls.

36. 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.

37. Business Responsibility Report

The SEBI Listing Regulations mandate the inclusion of the BRR as part of the Annual report for the top 500 listed entities based on market capitalization. In compliance of Listing Regulations, we are pleased to present the Business Responsibility Report into our Annual Report.

38. 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, 2019, 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, 2019 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, 2019 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.

39. 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.

40. Appreciation & Acknowledgement

Your company satisfactorily outperformed the industry in this challenging year and continues to maintain its leadership position. It has been surpassing all the international quality and cost benchmarks and continues to build shareholder value. Your Director looks to the future with confidence.

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board

Place : Nagpur (Satyanarayan Nuwal)

Date : May 09, 2019 Chairman


Mar 31, 2018

Director''s Report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company'' or ‘Solar''), along with the Audited Financial Statements, for the Financial Year ended on March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to whenever required.

1. Financial Highlights

(Rs, in Crores)

Particulars

Standalone

Consolidated

As at March 31, 2018

As at

March 31, 2017

As at March 31, 2018

As at

March 31, 2017

Net Revenue from operations

(Including Other Income)

1323.58

1266.60

1963.57

1724.49

Less: Expenditure

1077.84

1036.38

1539.92

1387.39

Operating profit (PBIDT)

245.74

230.22

423.65

337.10

Interest

14.23

13.79

32.72

26.89

Profit before Depreciation & Tax (PBT)

231.51

216.43

390.93

310.21

Less: Depreciation

26.09

19.28

51.29

38.74

Profit before Tax & Exceptional item

205.42

197.15

339.64

271.47

Less: Exceptional item

Profit before Tax

205.42

197.15

339.64

271.47

Less: Provision for Taxation

71.16

64.57

106.05

76.74

Profit after Tax

134.26

132.58

233.59

194.73

Other Comprehensive Income

(1.02)

(0.46)

7.98

(54.09)

Share of profit transfer to minority

13.56

(4.29)

Net Profit (after minority interest)

133.24

132.12

228.01

144.93

Balance brought forward

240.51

175.17

369.78

283.04

Balance available for appropriation

373.75

307.29

597.79

427.97

Appropriation:

Interim Dividend

27.15

18.10

27.15

18.10

Tax On Dividend

5.52

3.68

5.53

3.68

Other Adjustment

(41.37)

(1.11)

Other Comprehensive Income

7.46

(41.61)

General Reserve

45.00

45.00

45.66

76.91

Balance Profit Carried To Balance Sheet

296.08

240.51

470.62

369.78

Earning Per Share (EPS)

14.84

14.60

25.81

20.49

Results of Operation

Standalone Reaching

- During the Financial Year ending on March 31, 2018 the Company achieved turnover of RS,1305.35 Crores as against turnover of RS,1 253.22 Crores achieved during the previous year, which is a moderate increase in turnover by 4.16%.

- The Profit After Tax (PAT) for the Financial Year 2017-18 is RS,134.26 Crores against RS,132.58 Crores in the previous year 2016-17.

- Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax stood at RS,245.74 Crores as against RS,230.22 Crores in the previous year.

- Earnings Per Share as on March 31, 2018 is RS,14.84 vis a vis against RS,14.60 as on March 31, 2017.

- The net worth of the Company has increased and stands at to RS,759.21 Crores in the fiscal year 2018 from RS,658.64 Crores at the end of fiscal year 2017.

Consolidated Reaching

- During the Financial Year ending on March 31, 2018 the Company achieved turnover of RS,1951.47 Crores as against turnover of RS,1711.28 Crores achieved during the previous year, which is a significant increase in turnover by 14.04 %.

- The Profit After Tax (PAT) after transferring the share of profit of Minority Interest for the Financial Year 2017-18 is RS,220.55 Crores against previous year RS,186.54 Crores in 2016-17.

- Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax stood at RS,423.65 Crores as against RS,337.10 Crores in the previous year.

- Earnings Per Share as on March 31, 2018 is RS,25.81 vis a vis against RS,20.49 as on March 31, 2017.

- The net worth of the Company has increased and stands at to RS,1083.86 Crores in the fiscal year 2018 from RS,928.59 Crores at the end of fiscal year 2017.

2. Dividend:

Based on company''s performance, the directors are pleased to recommend for approval of members a final dividend of H6/-per share for the FY 2017-18 taking the total dividend to H6 per share (previous year RS,5/-). The final dividend on equity shares, if approved by the members would involve a cash outflow of RS,65.45 Crores including Dividend tax. The total dividend on equity shares including dividend tax for the FY 2017-18 would aggregate RS,65.45 Crores resulting in payout of 29.68% of the unconsolidated profits of the Company.

Regulation 43A of SEBI Listing Regulations, 2015 (LODR) requires that the top 500 listed companies based on the market capitalization to formulate Dividend Distribution Policy, the details of which are available on the company''s website https://www.solargroup.com/Uploads/Files/Investors/policies/PDD.pdf

3. Transfers to Reserves

The Company has transferred RS,45.66 Crores to the general reserve out of the amount available for appropriations and an amount of RS,470.62 Crores is proposed to be retained in the statement of profit and loss.

4. 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 and the Companies (Acceptance of Deposits) Rules, 2014.

5. Credit Ratings

CRISIL has reaffirmed its ratings on long term and Short Term borrowings and commercial papers of Solar Industries India Ltd to CRISIL AA/Positive/CRISIL A1 ”. The ratings reflect SIIL''s strong market position, good operating efficiencies (backed by prudent raw material procurement policies and backward integration), and strong debt protection measures. To arrive at its ratings, CRISIL has combined SIIL''s financial and business profiles with those of its subsidiaries.

6. Commercial Paper

During the year under review, the commercial paper of RS,25 Crores issued by ICICI Bank Limited got matured on June 21, 2017 which had rate of interest of 6.89%.

7. 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 are given in the notes to the Financial Statements.

8. Subsidiaries and Associates Companies

During the year under review:

a. M/s. Solar Initiating Systems Limited, Associate Company, M/s. Solar Mines & Minerals Limited and M/s. Solar Mining Resources Limited, Wholly Owned Subsidiaries were merged with M/s. Economic Explosives Limited another wholly owned subsidiary of the Company pursuant to an order dated March 16, 2018 passed by the Mumbai Bench of the Hon''ble National Company Law Tribunal pursuant to Sections 230 to 232, other applicable provisions of the Companies Act, 2013. The appointed date for the Scheme of amalgamation was April 01, 2017.

b. Solar Overseas Netherlands B.V a step down overseas subsidiary of the Company has acquired balance 25.5% of share capital in Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi another fellow overseas subsidiary of the Company. Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi is now wholly owned subsidiary of Solar Overseas Netherlands B.V.

c. The Company incorporated two step down overseas subsidiaries through another step down overseas Subsidiary of the Company, Solar overseas Netherlands B.V.;

1. Solar Nitro Ghana Limited in Ghana

2. Solar Madencilik Hizmetleri A.S in Turkey

d. In continuation of the efforts to realign the group structure and consolidate the multi layered structure, the Board has decided to dissolve the following subsidiary company:

1. Solar Explochem (Ghana) Limited

2. Solar Industrias Mozambique LDA

9. Audited Financial Statements of The Company''s Subsidaires

The Board of Directors of your Company at its meeting held on May 11, 2018, approved the Audited Consolidated Financial Statements for the FY 2017-18 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2017-18, have been prepared in compliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requirement.

A report on the performance and financial position of each of subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 forms part of this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.solargroup.com. These documents will also be available for inspection during business hours at our registered office of the Company.

10. Share Capital

The paid up Equity Share Capital as on March 31, 2018 was H1809.80 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

11. Corporate Governance

The Company has complied with the corporate governance requirements under Companies Act, 2013, and as stipulated under Listing Regulations. A separate section on corporate governance along with a certificate from the auditors confirming compliance is annexed and forms part of this Annual Report.

12. Board Diversity

Your Company has laid down well-defined criteria for the selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management. There has been no change in the policy since last fiscal.

13. Declaration by Independent Directors

The Independent Directors have given declarations that they meet the criteria of independence, as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. Board Meetings

During the year Five Board Meetings were convened and held on May 29, 2017, August 02, 2017, November 14, 2017 (at 10:00 am & 01:30 pm) and February 07, 2018. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

15. Board Committees & its Meetings

The Board of the Company has total four Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Each Committee met at least once in every quarter. The details of composition and committee meetings during the year are given in the Corporate Governance Report which is a part of this report.

16. Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at the link https://www.solargroup.com/Uploads/Files/Irvestors/policies/WBP.pdf

17. Policy on 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 there under. All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the Financial Year under review, the company has not received complaints of sexual harassment from any of the women employee of the company.

18. Directors and Key Managerial Personnel Director’s Retiring by Rotation

In terms of Articles of Association of the Company and as per Section 152(6) of the Companies Act, 2013 provides that 2/3rd of the Board of Directors is considered to be Directors liable to retire by rotation, of which 1/3rd shall retire at every Annual General Meeting of the Company as per Section 152(6) (e) of the Companies Act, 2013 and the Company shall have an option to re-appoint the retiring Director or appoint someone else in his place.

This year Shri Manish Nuwal (DIN: 00164388) shall retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.

The Boards of Directors recommends his re-appointment at Item No. 3 of the Notice Calling 23rd Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri Manish Nuwal (DIN: 00164388) 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 23rd Annual General Meeting.

Director’s Appointment & Cessation

Executive Director

In accordance with Section 161 of the Companies Act, 2013 and of the Articles of Association of the Company, Shri Suresh Menon was appointed as an Additional and Whole-time Director of the Company, w.e.f. May 11, 2018 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 Suresh Menon as a Whole-time Director of the Company for a period of 5 (Five) years from May 11, 2018 to May 10, 2023, for approval of the members at the ensuing 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.

Director Cessation

Shri Roomie Dara Vakil, Executive Director has stepped down from the Board effective from May 11, 2018. The Directors wish to record their gratitude and appreciation for the wise counselling and contributions by Shri Roomie Dara Vakil during his tenure as the Director of the Company.

Key Managerial Personnel

Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company are:

- Shri Satyanarayan Nuwal - Chairman and Executive Director,

- Shri Kailashchandra Nuwal - Vice Chairman and Executive Director,

- Shri Manish Nuwal - Managing Director and Chief Executive Officer,

- Shri Anil Kumar Jain - Executive Director,

- Shri Roomie Dara Vakil - Executive Director,

- Shri Nilesh Panpaliya - Chief Financial Officer and

- Mrs. Khushboo Pasari - Company Secretary & Compliance Officer.

However, as Shri Roomie Dara Vakil, Executive Director of the Company has resigned from the Board on May 11, 2018, the Board of Directors of the Company has appointed Shri Suresh Menon as an Additional & Whole-time Director.

19. Board Evaluation

Pursuant to 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, and individual directors 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 director being evaluated. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

20. Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated in the Corporate Governance Report.

21. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure A”.

22. Particulars of Employees

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 is as follows.

Name of Director(s)

Ratio to median remuneration

Shri Satyanarayan Nuwal

126.85

Shri Kailashchandra Nuwal

126.85

Shri Manish Nuwal

126.85

Shri Anil Kumar Jain

15.76

Shri Roomie Dara Vakil

13.09

Note: Non-Executive Independent Directors were paid sitting fees for attending Board and Board Committee Meetings for the year 2017-18.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the Financial Year 2017-18 are as follows.

Name of Director(s)

% increase in remuneration

Shri Satyanarayan Nuwal

Nil

Shri Kailashchandra Nuwal

Nil

Shri Manish Nuwal

Nil

Shri Anil Kumar Jain

16.94

Shri Roomie Dara Vakil

4.63

Name of CFO & Company

% increase in

Secretary

remuneration

Shri Nilesh Panpaliya

7.38

Smt Khushboo Pasari

11.85

c. The percentage increase in the median remuneration of employees in the Financial Year: 15.06 %

d. The number of permanent employees on the rolls of Company: 2020

e. 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 of employee other than Key Managerial Personnel was 12.75%. The average annual increase of Key Managerial Personnel was 1 0% . 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.

f. 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.

g. Company has no such employee who is in receipt of remuneration as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. Related Party Transactions

All related party transactions that were entered into during the Financial Year 2017-18 were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has formulated a Related Party Transactions policy indicating the Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in “Annexure B” in form AOC-2 and the same forms part of the Directors Report.

24. Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s S R B C & Co. LLP Chartered Accountants (Firm Registration No. 324982E) jointly with M/s Akshay Rathi & Associates, Chartered Accountants (Firm Registration No. 139703W) were appointed as Statutory Auditor of the Company in the 22nd Annual General Meeting till the conclusion of the 27th Annual General Meeting of the Company.

M/s S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E) and M/s Akshay Rathi & Associates, Chartered Accountants (Firm Registration No. 139703W) have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Auditors’ Report

The Auditor''s Report for the year ended March 31, 2018 on the financial statements of the Company is a part of this Annual Report. The Auditors Report for the financial year ended March 31, 2018 does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit of the Cost and related records of the Company for the year 2017-18 was undertaken by Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, Nagpur the Cost Auditor of the Company.

There were no adverse remarks or qualification on accounts of the Company from the Cost Auditors.

The Board of Directors of the Company has appointed Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, to conduct the Cost Audit as per Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 for the FY 2018-2019.

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 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 2018-2019.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year 2017-18 was undertaken by Shri Anant B. Khamankar, Practicing Company Secretary the Secretarial Auditor of the Company.

The Report of Auditors of the Company M/s Anant B Khamankar& Co., Company Secretaries on the Secretarial and related records of the Company is annexed herewith as “Annexure C”.

There were no adverse remarks or qualification on accounts of the Company from the Secretarial Auditors.

The Board of Directors of the Company appointed Shri Anant B. Khamankar, Practicing Company Secretary, to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the Financial Year 2018-2019.

25. Goods and Service Tax

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide stimulus to the business and contribute to the Hon''ble Prime Minister''s mission of ‘Make in India''.

Your Company has successfully implemented and migrated to GST with effect from July 01, 2017 and changes across IT systems, Supply Chain and operations have been made keeping in mind the sweeping changes that GST has brought in.

26. Corporate Social Responsibility

As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has undertaken various projects in the areas like:

- Rural Infrastructure Development

- Health Care Initiatives

- Ensuring environment sustainability

- Promoting Education

- Public Welfare

The projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The primary beneficiaries of CSR shall be the people in the areas within and around the Company''s Plant Locations.

The Report on CSR activities is annexed herewith as “Annexure D”.

27. 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 as “Annexure E”.

28. Statement of Management’s Responsibility for Consolidated Financial Statements

Management is responsible for the preparation of the Consolidated Financial Statements and related information that are presented in this report. The Board of Directors of your Company at its meeting held on May 11, 2018 has approved the Audited Consolidated Financial Statements for the Financial Year 2017-18 and its subsidiaries in accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India. The Consolidated Financial Statements of your Company for the Financial Year 2017-18, are prepared in compliance with applicable Accounting Standards based on management''s estimates, assumptions and judgments where applicable as well as Listing Regulations as prescribed by the Securities and Exchange Board of India.

The Company has built adequate systems of internal controls aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws.

The Internal Audit function monitors the effectiveness of controls, and also provides an independent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework. The Audit Committee of the Board reviews major internal audit reports as well as the adequacy of internal controls.

29. 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.

30. Business Responsibility Report

The SEBI Listing Regulations mandate the inclusion of the BRR as part of the Annual report for the top 500 listed entities based on market capitalization. In compliance of Listing Regulations, we are pleased to present the Business Responsibility Report into our Annual Report.

31. 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, 2018, 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, 2018 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, 2018 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; and

vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

32. 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.

33. Appreciation & Acknowledgement

Your company satisfactorily outperformed the industry in this challenging year and continues to maintain its leadership position. It has been surpassing all the international quality and cost benchmarks and continues to build shareholder value. Your Director looks to the future with confidence.

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board

Place : Nagpur (Satyanarayan Nuwal)

Date : May 11, 2018 Chairman


Mar 31, 2017

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Solar''), along with the Audited Financial Statements, for the financial year ended on March 31, 2017. The consolidated performance of the Company and its subsidiaries has been referred to whenever required.

The Company adopted Indian Accounting Standards ("Ind AS") from April 1, 2016 and accordingly financial results have been prepared in accordance with the recognition and measurement principles laid down in the Ind AS 34 ''Interim Financial reporting'' prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and the other accounting principles generally accepted in India.

1. Financial Highlights

(Rs, in crore except per Equity share data)

Particulars

Standalone

Consolidated

2017

2016

2017

2016

Net Revenue from operations

(Including Other Income)

1,266.60 1,139.22

1,724.49

1,587.26

Less: Expenditure

1,036.38 941.16

1,387.39

1,269.76

Operating profit (PBIDT)

230.22

198.06

337.10

317.50

Interest

26.89

20.44

Profit before Depreciation Tax (PBT)

216.43

190.40

310.21

297.06

Less: Depreciation

19.28 17.72

38.74

32.82

Profit before Tax & Exceptional item

197.15

172.68

271.47

264.24

Less: Exceptional item

Profit before Tax

197.15

172.68

271.47

264.24

Less: Provision for Taxation

76.74

86.74

Profit after Tax

132.58

108.86

194.73

177.50

Other Comprehensive Income

(0.46)

(1.11)

Share of purport transfer to minority

8.19

13.84

Net profit (after Minority Interest)

132.12

108.86

185.44

163.66

Balance brought forward

175.17

179.93

283.04

263.00

Balance available for appropriation

307.29

288.79

468.47

426.66

Appropriation:

Interim Dividend

18.10

57.01

18.10

57.01

Tax On Dividend

3.68

11.61

3.68

11.61

Adjustment of Depreciation

General Reserve

45.00

45.00

76.91

75.00

Balance Profit Carried To Balance Sheet

240.51

175.17

369.78

283.04

Earnings Per Share (EPS)1

14.60

12.03

20.49

18.09

Results of Operation Standalone Reaching

-During the financial year ending on March 31, 2017, revenue of the Company stands at RS,1266.60 Crores as against RS,1139.22 Crores achieved during the previous year, which is a significant increase in turnover by 11.18%.

- The Profit After Tax (PAT) for the FY 2016-17 is RS,132.12 Crores against RS,108.86 Crores in the previous year 2015-16.

- Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax stood at RS,216.43 Crores as against RS,190.40 Crores in the previous year.

-Earnings Per Share as on March 31, 2017 is RS,14.60 vis a vis against RS,12.03 as on March 31, 2016.

- The net worth of the Company has increased and stands at to RS,658.63 Crores in the Fiscal year 2017 from RS,548.29 Crores at the end of Fiscal year 2016.

Consolidated Reaching

- During the Financial year ending on March 31, 2017, revenue of the Company stands at RS,1724.49 Crores as against RS,1587.26 Crores achieved during the previous year, which is a significant increase in turnover by 8.65%.

- The Profit After Tax (PAT) after transferring the share of profit of Minority interest for the Financial year 2016-17 is RS,185.44 Crores against previous year RS,163.66 Crores in 2015-16.

- Profit before interest, Depreciation, Amortization, Exceptional Items & Tax stood at RS,310.21 Crores as against RS,297.06 Crores in the previous year.

- Earnings Per Share as on March 31, 2017 is H20.49 vis a vis against H18.09 as on 31st March, 2016.

- The net worth of the Company has increased and stands at to RS,928.59 Crores in the Fiscal year 2017 from RS,805.44 Crores at the end of Fiscal year 2016.

2. Appropriations

Dividend:

Based on company''s performance, the directors are pleased to recommend for approval of members a final dividend of H3 per share for the FY 2016-17 taking the total dividend to H5 per share (previous year H4.5 per share, restated on the basis of H2 per equity share). The final dividend on equity shares, if approved by the members would involve a cash outflow of RS,32.67 crores including Dividend tax. The total dividend on equity shares including dividend tax for the FY 2016-17 would aggregate RS,54.46 crores resulting in payout of 29.37% of the unconsolidated profits of the Company.

Regulation 43A of SEBI Listing Regulations,

2015 (LODR) requires that the top 500 listed companies based on the market capitalization to formulate Dividend Distribution Policy, the details of which are available on the company''s website -https://www.solargroup.com/Uploads/ Files/Investors/policies/PDD.pdf

3. Transfer of Amounts to Investor Education and Protection Fund

Pursuant to Sections 123 and 125 of Companies Act, 2013; the relevant amounts which have remained unclaimed and unpaid for a period of seven years from the date they became due for payment have been transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

During the year under review, in Compliance with the above Sections and Investor Education and Protection Fund (awareness and protection of investors) Rules, 2011, Your company has transferred Unpaid and unclaimed dividend amount of H52,416 and H39,639 lying in the Final Dividend Account (2008-2009) and Interim Dividend Account (2009 -2010) respectively to IEPF.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 22, 2016 (date of last Annual General Meeting) on the Company''s website (www.solargroup.com) and also on the Ministry of Corporate Affairs'' website.

4. Transfers to Reserves

The Company has transferred RS,76.91 Crores to the general reserve out of the amount available for appropriations and an amount of H369.78 Crores is proposed to be retained in the statement of profit and loss.

5. 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 and the Companies (Acceptance of Deposits) Rules, 2014.

6. Credit Ratings

CRISIL has revised its ratings for long term borrowings of Solar Industries India Ltd from ''CRISIL AA/Stable'' to "CRISIL AA/Positive". The ratings reflect SIIL''S strong market position, good operating efficiencies (backed by prudent raw material procurement policies and backward integration), and strong debt protection measures. To arrive at its ratings, CRISIL has combined SIIL''s financial and business profiles with those of its subsidiaries.

In addition to long Term rating, CRISIL has also re-affirmed the rating of Short Term Borrowings and commercial paper to "CRISIL A1 ".

7. Commercial Paper

During the year under review, your company raised funds through issue of Commercial Papers of RS,50 crores by earmarking the Working Capital Limit from ICICI Bank Limited and HDFC Bank Limited

Details of these Commercial Papers are summarized below:

Name of Bank

From

To

Rate of Interest

ICICI

Bank

Limited

26th

December,

2016

17th

March,

2017

6.85%

HDFC

Bank

Limited

22nd

February,

2017

24th

April,

2017

6.90%

ICICI

Bank

Limited

24th

March,

2017

21st

June,

2017

6.89%

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 are given in the notes to the Financial Statements.

9. Subsidiaries and Associates

As a purposeful strategy, your Company carries all its business operations through several subsidiaries and associate companies which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of a majority stake in existing enterprises.

During the year under review, Company acquired "Australian Explosives Technologies (Pty) Limited" through its Step Down subsidiary Solar Overseas Singapore PTE Limited. Thus, "Australian Explosives Technologies (Pty) Limited" is a step down subsidiary of the Company.

During the financial year under review, in continuation of the efforts to realign the group structure and consolidate the multi layered structure, the Board has decided to dissolve the following three subsidiary companies:

- Solar Industries Mozambique LDA

- Solar Explochem (Ghana) Limited

- Solar Mining Services Australia PTY Limited.

10. Audited Financial Statements of the Company''s Subsidiaries

The Board of Directors of your Company at its meeting held on May 29, 2017, approved the Audited Consolidated Financial Statements for the FY 201617 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2016-17, have been prepared in compliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requirement.

A report on the performance and financial position of each of subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 forms part of this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.solargroup.com. These documents will also be available for inspection during business hours at our registered office of the Company.

11. Share Capital

The paid up Equity Share Capital as on March 31, 2017 was RS,1809.80 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

During the year under review, the shares of the company were spitted from 1 share of face value of RS,10/- per share into 5 shares of RS,2/- per share. The sub-division was approved by the shareholders through postal ballot. The results of the Postal Ballot were announced on July 01, 2016. The sub division of shares was with effect from July 15, 2016. The paid - up share capital of the company remained unchanged.

12. Corporate Governance

The Company has complied with the corporate governance requirements under Companies Act, 2013, and as stipulated under Listing Regulations. A separate section on Corporate Governance along with a certificate from the auditors confirming compliance is annexed and forms part of this Annual Report.

13. Board Diversity

Your Company has laid down well-defined criteria for the selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management. There has been no change in the policy since last Fiscal.

14. Declaration by Independent Directors

The Independent Directors have given declarations that they meet the criteria of independence, as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Board Meetings

During the year Five Board Meetings were convened and held on May 16, 2016, July 01, 2016, September 07, 2016, November 23,

2016 and February 14, 2017. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

16. Board Committees & its Meetings

The Board of the Company has total four Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Each Committee met at least once in every quarter. The details of composition and committee meetings during the year are given in the Corporate Governance Report which is a part of this report.

17. Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at the link https://www.solargroup.com/ Uploads/Files/Investors/policies/WBP.pdf

18. Policy on 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 there under. All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the Financial year under review, the company has not received complaints of sexual harassment from any employee of the company.

19. Directors and Key Managerial Personnel

Director''s Retiring by Rotation

In terms of Articles of Association of the Company and as per Section 152(6) of the Companies Act, 2013 provides that 2/3rd of the Board of Directors is considered to be Directors liable to retire by rotation, of which 1/3rd shall retire at every Annual General Meeting of the Company as per Section 152(6) (e) of the Companies Act, 2013 and the Company shall have an option to re-appoint the retiring Director or appoint someone else in his place.

This year Shri Kailashchandra Nuwal (DIN: 00374378) shall retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.

The Boards of Directors recommends his re-appointment at Item No. 3 of the Notice Calling 22nd Annual General Meeting for consideration of the Shareholders.

The brief resume and other details relating to Shri Kailashchandra Nuwal (DIN: 00374378) 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 22nd Annual General Meeting.

Director''s Re-appointment

Executive Director

Pursuant to the recommendation of Nomination and Remuneration Committee the Board of Directors of the Company passed a resolution on May 29, 2017 approving re-appointment of Shri Roomie Dara Vakil, as Executive Director of the Company for a further period of one year with effect from April 01, 2017 to March 31, 2018.

The requisite notices together with necessary deposits have been received from a Director pursuant to Section 160 of the Companies Act, 2013, proposing the election of Shri Roomie Dara Vakil in as an Executive Director of the Company.

Key Managerial Personnel

Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Key Managerial Personnel of the Company are:

- Shri Satyanarayan Nuwal - Chairman and Executive Director,

- Shri Kailashchandra Nuwal - Vice Chairman and Executive Director,

- Shri Manish Nuwal-Managing Director and Chief Executive Officer,

- Shri Anil Kumar Jain - Executive Director,

- Shri Roomie Dara Vakil - Executive Director,

- Shri Nilesh Panpaliya - Chief Financial Officer and

- Mrs. Khushboo Pasari - Company Secretary & Compliance Officer.

20. Board Evaluation

Pursuant to 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, and individual directors 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 director being evaluated. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

22. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as "Annexure A".

23. Particulars of Employees

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 FY 2016-17:

Name of Executive Directors

Designation

Ratio to median remuneration

Shri Satyanarayan Nuwal

Chairman and Executive Director

145.95

Shri Kailashchandra Nuwal

Vice Chairman and Executive Director

145.95

Shri Manish Nuwal

Managing Director & CEO

145.95

Shri Anil Kumar Jain

Executive Director

15.45

Shri Roomie Dara Vakil

Executive Director

14.26

Note: Non-Executive Independent Directors were paid sitting fees for attending Board and Board Committee Meetings for the year 2016-17.

b. The percentage increase in remuneration of each Director, Chief Executive Officer (CEO), Chief Financial Officer (CFO), Company Secretary (CS) in the FY 2016-17 are as follows:

Name of Directors and KMP

Designation

% increase in remuneration in the Financial year 2016-17

Shri Satyanarayan Nuwal

Chairman and Executive Director

20%

Shri Kailashchandra Nuwal

Vice Chairman and Executive Director

20%

Shri Manish Nuwal

Managing Director & CEO

20%

Shri Anil Kumar Jain

Executive Director

96.98%

Shri Roomie Dara Vakil

Executive Director

6.20%

Shri Nilesh Panpaliya

ChieF Financial Officer

5.59%

Smt Khushboo Pasari

Company Secretary and Compliance Officer

16.30%

c. The percentage increase in the median remuneration of employees in the financial year: 8.19%

d. The number of permanent employees on the rolls of Company: 2038.

e. 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 of employees other than Key Managerial Personnel was 13.79%. The average annual increase of Key Managerial Personnel was 20.50%. 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.

f. The key parameters for any variable component of remuneration availed by the directors:

The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

g. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is affirmed that the remuneration paid to the Directors, key Managerial Personnel and Senior Management is as per the Nomination & Remuneration Policy of the Company.

h. Company has no such employee who is in receipt of remuneration as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. Related Party Transactions

All related party transactions that were entered into during the FY 2016-17 were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has formulated a Related Party Transactions policy indicating the Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure B" in form AOC-2 and the same forms part of the Directors Report.

25. Auditors

Statutory Auditors

M/s Gandhi Rathi & Co. Chartered Accountants Statutory Auditor of the Company hold office till the conclusion of 22nd Annual General Meeting of the Company.

The Board places on record, its appreciation for the contribution of M/s. Gandhi Rathi & Co., Chartered Accountants, during their tenure as the Statutory Auditors of the Company.

The Board of Directors has recommended the name of M/s SRBC & Co. LLPjointly with M/s Akshay Rathi & Associates, Chartered Accountants to be appointed as Statutory Auditors of the Company in their place for a term of five consecutive years, from the conclusion of the 22nd Annual General Meeting till the conclusion of 27th Annual General Meeting to be held in the year 2022 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 there under (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. Akshay Rathi & Associates. Further, M/s. SRBC & Co. LLP and M/s. Akshay Rathi & Associates, 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.

Auditors'' Report

The Report of Auditors of the Company M/s Gandhi Rathi & Co., Chartered Accountants on the Annual Accounts of Solar Industries India Limited Standalone and Consolidated with Subsidiary Companies forms part of this report. There were no adverse remarks or qualification on accounts of the Company from the Statutory Auditors.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit of the Cost and related records of the Company for the year 2016-17 was undertaken by Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, Nagpur the Cost Auditor of the Company.

There were no adverse remarks or qualification on accounts of the Company from the Cost Auditors.

The Board of Directors of the Company has appointed Shri Deepak Khanuja, Partner of M/s Khanuja Patra& Associates, to conduct the Cost Audit as per Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 for the FY 2017-2018.

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 by the Internal Auditors of the Company 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 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 FY 2017-2018.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the FY 2016-17 was undertaken by Shri Anant B. Khamankar, Practicing Company Secretary the Secretarial Auditor of the Company.

The Report of Auditors of the Company M/s Anant B Khamankar & Co., Company Secretaries on the Secretarial and related records of the Company is annexed herewith as "Annexure C".

There were no adverse remarks or qualification on accounts of the Company from the Secretarial Auditors.

The Board of Directors of the Company appointed Shri Anant B. Khamankar, practicing Company Secretary, to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the FY 2017-2018.

None of the auditors of the Company have reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

26. Corporate Social Responsibility

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken various projects in the areas like:

- Rural Infrastructure Development

- Health Care Initiatives

- Ensuring environment sustainability

- Promoting Education

- Reducing inequalities faced by socially and economically backward groups.

The projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The primary beneficiaries of CSR shall be the people in the areas within and around the Company''s Plant Locations.

The Report on CSR activities is annexed herewith as "Annexure D".

27. 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 E".

28. Statement of Management''s Responsibility for Consolidated Financial Statements

Management is responsible for the preparation of the Consolidated Financial Statements and related information that are presented in this report. The Board of Directors of your Company at its meeting held on May 29, 2017 has approved the Audited Consolidated Financial Statements for the FY 2016-17 and its subsidiaries in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of Companies Act, 2013 read with rules issued there under. The Consolidated Financial Statements of your Company for the FY 2016-17, are prepared in compliance with applicable Accounting Standards based on management''s estimates, assumptions and judgments where applicable as well as Listing Regulations as prescribed by the Securities and Exchange Board of India.

The Company has built adequate systems of internal controls aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws.

The Internal Audit function monitors the effectiveness of controls, and also provides an independent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework. The Audit Committee of the Board reviews major internal audit reports as well as the adequacy of internal controls.

29. 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.

30. Business Responsibility Report

The SEBI Listing Regulations mandates the inclusion of the BRR as part of the Annual report for the top 500 listed entities based on market capitalization. In compliance of Listing Regulations, we are pleased to present the first Business Responsibility Report into our Annual Report.

31. 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, 2017, 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, 2017 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, 2017 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.

32. 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.

33. Appreciation & Acknowledgement

Your Directors would place on record their sincere appreciation to customers, business associates, government agencies & shareholders for their continued support.

Your directors are also happy to place on record their sincere appreciation to the co-operation, commitments & contribution extended by all the employees of the Solar Family & look forward to enjoying their continued support & co- operation.

For and on behalf of the Board

Place : Nagpur (Satyanarayan Nuwal)

Date : May 29, 2017 Chairman


Mar 31, 2016

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Solar''), along
with the Audited Financial Statements, for the financial year ended on March 31, 2016.

The consolidated performance of the Company and its subsidiaries has been referred to whenever required.

1. RESULTS OF OUR OPERATIONS

Financial Highlights

(Rs. in crores, except per equity share data)

PARTICULARS STANDALONE CONSOLIDATED

2016 2015 2016 2015

Net Revenue from
operations

(Including Other
Income) 1099.69 1034.58 1550.52 1359.80

Less: Expenditure 907.15 859.33 1240.64 1097.88

Operating profit
(PBIDT) 192.54 175.25 309.88 261.92

Interest 7.92 7.24 20.69 17.85

Profit before
Depreciation &
Tax (PBT) 184.62 168.01 289.19 244.07

Less: Depreciation 17.72 17.66 32.82 31.45

Profit before Tax
& Exceptional items 166.90 150.35 256.37 212.62

Less: Exceptional
items - 10.00 - 10.00

Profit before Tax 166.90 140.35 256.37 202.62

Less: Provision
for Taxation 55.64 32.43 76.39 46.28

Profit after Tax 111.26 107.92 179.98 156.34

Share of profit
transfer to minority - - 13.84 8.93

Stock Reserve - - 0.72 4.85

Balance brought
forward 195.47 157.47 308.92 261.86

Balance available
for appropriation 306.73 265.39 475.78 414.12
Appropriation:

Interim Dividend 40.72 14.48 40.72 14.58

Proposed Dividend - 16.29 - 16.29

Tax On Dividend 8.29 3.32 8.29 5.16

Adjustment of
Taxes - - - 0.20

Adjustment of
Depreciation - 5.83 - 6.93

General Reserve 45.00 30.00 75.00 50.00

Balance Profit
Carried To Balance
Sheet 212.72 195.47 351.77 320.96

Earning Per Share
(EPS) - Basic &
Diluted 61.48 59.63 91.8 81.45

Standalone Reaching

- During the financial year ending on March 31, 2016 the Company achieved turnover of Rs. 1198.54 Crores as against turnover of
Rs. 1116.84 Crores achieved during the previous year, which is a significant increase in turnover by 7.32 %.

- The Profit After Tax (PAT) for the financial year 2015-16 is Rs. 111.26 Crores against Rs.107.92 Crores in the previous year
2014-15.

- Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax stood at Rs.192.54 Crores as against Rs.175.25
Crores in the previous year.

- Earnings Per Share as on March 31, 2016 is Rs. 61.48 vis a vis against Rs. 59.63 as on March 31, 2015.

- The net worth of the Company has increased and stands at Rs. 585.85 Crores for the fiscal year 2015-16 from Rs. 523.60 Crores
of the previous fiscal year 2014-15.

Consolidated Reaching

- During the financial year ending on March 31, 2016 the Company achieved turnover of Rs. 1663.55 Crores as against turnover of
Rs. 1462.86 Crores achieved during the previous year, which is a significant increase in turnover by 13.72%o.

- The Profit After Tax (PAT) after transferring the share of profit of Minority Interest for the financial year 2015-16 is
Rs.166.14 Crores against previous year Rs. 147.41 Crores in 2014-15.

Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax stood at Rs. 309.88 Crores as against Rs. 261.92
Crores in the previous year.

- Earnings Per Share as on March 31, 2016 is Rs. 91.80 vis a vis against Rs. 81.45 as on 31st March, 2015.

- The net worth of the Company has increased and stands at to Rs. 867.57 Crores in the fiscal year 2016 from Rs. 775.89 Crores
at the end of fiscal year 2015.

APPROPRIATIONS: Dividend:

Pursuant to the approval of Board of Directors on October 29, 2015, your company had distributed a first interim dividend of Rs.
9/- per share and on March 04, 2016 it had distributed a second interim dividend of Rs. 13.50/- per share. The total dividend for
the year ended on March 31, 2016 would accordingly be Rs. 22.50/- per Equity Share (225% of face value) as against the total
dividend of Rs. 17/- per Equity Share (170% of face value) for the year ended on March 31, 2015. The total outgo due to Dividend
of the Company is Rs. 49.01 Crores, including dividend distribution tax as against Rs. 36.03 Crores in the previous year. The
directors do not recommend any further dividend for the year 2015-16. The Dividend payout Ratio of your Company is 27.23%.

Transfers to Reserves:

The Company has transferred Rs. 75.00 Crores to the general reserve out of the amount available for appropriations and an amount
of Rs. 351.77 Crores is proposed to be retained in the statement of profit and loss.

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 and the Companies (Acceptance of Deposits) Rules, 2014.

CREDIT RATINGS:

CRISIL has re-affirmed its ratings for the long term borrowings of Solar Industries India Limited (SIIL) to "CRISIL AA/Stable"
The ratings reflect SIIL''S strong market position, good operating efficiencies (backed by prudent raw material procurement
policies and backward integration), and strong debt protection measures. To arrive at its ratings, CRISIL has combined SIIL''s
financial and business profiles with those of its subsidiaries.

In addition to long Term rating, CRISIL has also re-affirmed the rating of Short Term Borrowings of the SIIL to "CRISIL A1 ".

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 are given in
the notes to the Financial Statements.

2. SUBSIDIARIES AND ASSOCIATES:

As a purposeful strategy, your Company carries all its business operations through several subsidiaries and associate companies
which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of a majority stake in existing
enterprises.

During the year under review, two wholly owned subsidiaries were incorporated following are details;

1. Solar Defence Limited, and

2. Solar Defence Systems Limited

AUDITED FINANCIAL STATEMENTS OF THE COMPANY''S SUBSIDAIRES

The Board of Directors of your Company at its meeting held on May 16, 2016, approved the Audited Consolidated Financial
Statements for the financial year 2015-16 which includes financial information of all its subsidiaries and forms part of this
report. The Consolidated Financial Statements of your Company for the financial year 2015-16, have been prepared in compliance
with applicable Accounting Standards and Listing Agreement requirement as prescribed by the Securities and Exchange Board of
India.

A report on the performance and financial position of each of subsidiaries of your Company including capital, reserves, total
assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form
AOC-1 forms part of this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial
statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website
www.solargroup.com. These documents will also be available for inspection during business hours at our registered office of the
Company.

3. CORPORATE GOVERNANCE

Solar''s Corporate Governance Philosophy:

Corporate Governance philosophy of the Company is based on the principles of equity, fairness, transparency, spirit of law and
honest communication. The Company believes that sound Corporate Governance is necessary to retain stakeholder''s trust and ensures
efficient working and proper conduct of the business of the Company with integrity. Development of Corporate Governance
guidelines is a continuous process which evolves over a period of time and undergoes changes to suit the changing times and needs
of the business, society and the nation.

Your Company has implemented the conditions of Corporate Governance as contained in Regulation 27 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance and Management Discussion and
Analysis along with necessary certificates together with the certificate taken from M/s Gandhi Rathi & Co. Chartered Accountants,
Nagpur, Statutory Auditors of the Company, confirming compliance of the conditions of Corporate Governance as stipulated under
regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed
to this report.

Board Diversity:

Your Company has laid down well-defined criteria for the selection of candidates for appointment as Directors, Key Managerial
Personnel and Senior Management. The relevant information has been given in the Annexure "A" which forms part of the Director''s
Report.

Declaration by Independent Directors:

The Independent Directors have given declarations that they meet the criteria of independence, as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarization Programme for the Independent Directors:

In compliance with the requirements of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their
roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates,
business model etc. The details of the familiarisation programme are explained in the Corporate Governance Report. The same is
also available on the website of the Company and can be accessed by web link.
http://solargroup.com/uploads/investors/policies/FPIDS.pdf

MEETINGS

Number of Meetings of the Board:

During the year Five Board Meetings were convened and held on May 25, 2015, August 10, 2015, October 29, 2015, February 04, 2016
and March 04, 2016. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.

Committee Meetings:

The Company has total four Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee and Corporate Social Responsibility Committee. The details of committee meetings are given in the Corporate Governance
Report.

AUDIT COMMITTEE

The Audit Committee consists of one executive & three non-executive members,Chairman being Independent Director.

The composition of the Audit Committee as on March 31, 2016:

NAME DESIGNATION

Shri Dilip Patel Chairman

Shri Amrendra Verma Member

Shri Manish Nuwal Member

Smt. Madhu Vij Member

Shri Satish Chandra
Gupta A Member

Smt Khushboo Pasari Secretary

Note:

- Shri Satish Chandra Gupta ceased to be the member of Audit Committee w.e.f. 28th May, 2015

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three non-executive members, Chairman being Independent Director.

NAME DESIGNATION

Shri Anant Sagar Awasthi Chairman

Shri Ajai Nigam Member

Shri Dilip Patel Member

Shri Satish Chandra Gupta A Member

Smt Khushboo Pasari Secretary

Note:

- Shri Satish Chandra Gupta ceased to be a member of Audit Committee and Shri Ajai Nigam was appointed as a member in his place
w.e.f. 28th May, 2015

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of two executive and one non-executive members, Chairman being Independent
Director.

NAME DESIGNATION

Shri Anant Sagar Awasthi Chairman

Shri Kailashchandra Nuwal Member

Shri Roomie Dara Vakil Member

Smt Khushboo Pasari Secretary

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee consists of one Non-Executive Independent Director & two Executive Directors,
Chairman being Executive Director.

NAME DESIGNATION

Shri Satyanarayan Nuwal Chairman

Shri Manish Nuwal Member

Shri Ajai Nigam Member

Smt Khushboo Pasari Secretary

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted
on the website of the Company at the link http://solargroup.com/uploads/investors/policies/WBP.pdf

Listing Agreement

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different
segments of capital markets to ensure better enforceability. The said regulations were effective on December 1, 2015.
Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The
Company entered into uniform Listing Agreement with BSE Limited and National Stock Exchange of India Limited during December
2015.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

Inductions

The Board have considered and approved the following appointments/re-appointments:

- Re-appointment of Shri Satyanarayan Nuwal, as Chairman and an Executive Director of the Company, subject to approval of members
of the Company through Postal Ballot.

- Appointment of Shri Kailashchandra Nuwal, as Vice Chairman and Re-appointment as an Executive Director of the Company, subject
to approval of members of the Company through Postal Ballot.

Appointment of Shri Manish Nuwal as Managing Director of the Company, subject to approval of members of the Company through
Postal Ballot. He also holds the position of Chief Executive Officer of the Company.

Director''s Retiring by Rotation

In terms of Articles of Association of the Company and as per Section 152(6) of the Companies Act, 2013 provides that 2/3''d of
the Board of Directors is considered to be Directors liable to retire by rotation, of which 1/3rd shall retire at every Annual
General Meeting of the Company as per Section 152(6) (e) of the Companies Act, 2013 and the Company shall have an option to
re-appoint the retiring Director or appoint someone else in his place.

This year Shri Roomie Dara Vakil (DIN: 00180806) shall retire by rotation and being eligible offer himself for re-appointment at
this Annual General Meeting.

The Boards of Directors have recommends his re-appointment at Item No. 3 of the Notice Calling 21 st Annual General Meeting for
consideration of the Shareholders.

The brief resume and other details relating to Shri Roomie Dara Vakil (DIN: 00180806) 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 21 st Annual General Meeting.

DIRECTOR''S CESSATION

Shri Satish Chandra Gupta, Non - Executive Independent Director has stepped down from the Board effective from May 28, 2015.The
Directors wish to record their gratitude and appreciation for the wise counselling and contributions by Shri Satish Chandra Gupta
during his tenure as the Director of the Company.

KEY MANAGERIAL PERSONNEL

Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and other applicable provisions and rules of the Companies Act, 2013 following existing executives of the
Company have been designated as the Key Managerial Personnel of the Company.

- Shri Satyanarayan Nuwal - Chairman and Executive Director,

- Shri Kailashchandra Nuwal - Vice Chairman and Executive Director,

- Shri Manish Nuwal - Managing Director and Chief Executive Officer,

- Shri Anil Kumar Jain - Executive Director,

- Shri Roomie Dara Vakil - Executive Director,

- Shri Nilesh Panpaliya - Chief Financial Officer and

- Mrs. Khushboo Pasari - Company Secretary and Compliance Officer.

BOARD EVALUATION

Pursuant to 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, self-performance evaluation of all the Directors, the performance of directors in individual capacity as well as the
evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship and Corporate Social Responsibility
Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of
Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

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:

EXECUTIVE DIRECTORS RATIO TO MEDIAN

REMUNERATION

Shri Satyanarayan Nuwal - 131.58

Chairman and Executive Director

Shri Kailashchandra Nuwal - 131.58

Vice Chairman and Executive

Director

Shri Manish Nuwal - 131.58

Managing Director and Chief
Executive Officer

Shri Anil Kumar Jain - 8.49

Executive Director

Shri Roomie Dara Vakil - 14.53

Executive Director

Note: Non-Executive Independent Directors were paid sitting fees for attending Board and Board Committee Meetings for the year
2015-16.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary
in the financial year:

DIRECTORS, CHIEF % INCREASE IN

EXECUTIVE OFFICER, CHIEF REMUNERATION

FINANCIAL OFFICER AND IN THE FINANCIAL

COMPANY SECRETARY YEAR 2015-16

Shri Satyanarayan Nuwal - 7.14

Chairman and Executive Director

Shri Kailashchandra Nuwal - 7.14

Vice Chairman and Executive Director

Shri Manish Nuwal - 7.14

Managing Director and Chief Executive
Officer

Shri Anil Kumar Jain - Appointed

Executive Director during the year

Shri Roomie Dara Vakil - 5.26

Executive Director

Shri Nilesh Panpaliya - 3.07

Chief Financial Officer

Smt Khushboo Pasari - 4.03

Company Secretary

c. The percentage increase in the median remuneration of employees in the financial year: 37.86%

d. The number of permanent employees on the rolls of Company: 1308.

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 12.78%. The individual increments varied from 3% to 20%, based on
individual performance.

The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration
reflects Company performance, the performance pay is also linked to organization performance, apart from an individual''s
performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

PARTICULARS

Aggregate remuneration of key 0.34

managerial personnel (KMP) in
FY 2015-16 (Rs. in Crores )

Revenue (Rs. in Crores) 1089.50

Remuneration of KMPs (as % of revenue) 0.03

Profit before Tax (PBT)
(Rs. in Crores) 166.90

Remuneration of KMP (as % of PBT) 0.20

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial
year and previous financial year:

PARTICULARS March March % Change

31, 2016 31, 2015

Market 6283.09 6138.94 23.5

Capitalisation

(Rs. in Crores)

Price Earnings 37.82 41.65 (9.19)

Ratio

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which
the Company came out with the last public offer:

PARTICULARS March March 27, % Change

31, 2016 2006 (IPO)

Market Price 3471.70 190.00 1727.21
(BSE)

Market Price 3458.00 190.00 1720.00
(NSE)

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 increase in the managerial remuneration:

The average annual increase was around 12.78 %. However, during the course of the year, the total increase is approximately
12.78%, after accounting for promotions and other event based compensation revisions. Increase in the managerial remuneration
for the year was 5.63%.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

PARTICULARS SHRI SHRI
KAILASH- SHRI SHRI ANIL
KUMAR

SATYANARAYAN CHANDRA MANISH JAIN,
EXECUTIVE

NUWAL, NUWAL, NUWAL, DIRECTOR

CHAIRMAN VICE CHAIRMAN MANAGING

AND
EXECUTIVE AND
EXECUTIVE DIRECTOR

DIRECTOR DIRECTOR AND CEO

Remuneration in
FY 2015-16 26.7 25.1 25.1 0.16
(Rs. in Crores)

Revenue (Rs. in
Crores) 1089.50 1089.50 1089.50 1089.50

Remuneration (as
% of revenue) 0.25 0.24 0.24 0.01

Profit before Tax
(PBT) (? in Crores) 166.90 166.90 166.90 166.90

Remuneration (as
% of PBT) 1.60 1.54 1.54 0.10


PARTICULARS SHRI ROOMIE SHRI NILESH MRS.

DARA VAKIL, PANPALIYA, KHUSHBOO

EXECUTIVE CHIEF PASARI,
DIRECTOR FINANCIAL COMPANY

OFFICER SECRETARY

Remuneration in FY 2015-16 0.26 0.27 0.07
(Rs. in Crores)

Revenue (R. in Crores) 1089.50 1089.50 1089.50

Remuneration (as % of
revenue) 0.02 0.02 0.01

Profit before Tax (PBT) 166.90 166.90 166.90
(Rs. in Crores)

Remuneration (as % of PBT) 0.16 0.16 0.04

k. The key parameters for any variable

component of remuneration availed by the directors:

The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors
based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

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:

None.

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.

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) 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. Any shareholder
interested in obtaining a copy of the same may write to the Company Secretary.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was 18.10 Crores. During the year under review, the Company has not issued
shares with differential voting rights nor granted stock options nor sweat equity.

POST BALANCE SHEET DATE EVENT: Sub-division of the Equity Shares of the Company:

The Board of Directors at their meeting held on May 16, 2016 have approved the sub-division of the Equity shares of the Company
from one share of face value of Rs. 10/- per share into 5 shares of Rs. 2/- per share and recommend the same for the approval of
shareholders by Postal Ballot.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure B"

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, 2016, 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, 2016
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, 2016 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.

INDIAN ACCOUNTING STANDARDS (IND AS) - CONVERGED STANDARDS

The Ministry of Corporate Affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting
Standard) Rules, 2015.

In pursuance of this notification, the Company and its subsidiaries will adopt IND AS with effect from April 01, 2016.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2015-16 were on an arm''s length basis and were in
the ordinary course of business. There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest
of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also the Board for approval. Prior omnibus approval of
the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The
transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related
party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The
Company has formulated a Related Party Transactions policy indicating the Standard Operating Procedures for purpose of
identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors
has any pecuniary relationships or transactions vis-a-vis the Company.

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions
with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are
given in "Annexure C" in Form AOC-2 and the same forms part of this report.

5. AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s Gandhi Rathi & Co.
Chartered Accountants had been appointed as Statutory Auditor of the Company in the 19th Annual General Meeting of the Company
who are eligible to hold the office for a period of three years until the conclusion of the 22nd Annual General Meeting subject
to ratification in every Annual General Meeting of the Company.

Accordingly, the appointment of M/s Gandhi Rathi & Co. Chartered Accountants the current Statutory Auditors of the Company is
ratified up to the conclusion of the 22nd Annual General Meeting to be held in the year 2017.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further
comments.

There were no adverse remarks or qualification on accounts of the Company from the Statutory Auditors. The Report of Auditors of
the Company M/s Gandhi Rathi & Co., Chartered Accountants on the Annual Accounts of Solar Industries India Limited Standalone and
Consolidated with Subsidiary Companies forms part of this report.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Amendment Rules,
2014, the Cost Audit of the Cost and related records of the Company for the year 2015-16 was undertaken by Shri Deepak Khanuja,
Partner of M/s Khanuja Patra & Associates, Nagpur the Cost Auditor of the Company.

There were no adverse remarks or qualification on accounts of the Company from the Cost Auditors.

The Board of Directors of the Company as per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014 had, on the recommendation of the Audit Committee, appointed Shri Deepak Khanuja, Partner of M/s
Khanuja Patra & Associates, Cost Accountants to audit the cost records of the Company for the financial year 2016-17 on a
remuneration of Rs.1,10,000/- (Rupees One Lakh Ten Thousand only). As required under the Companies Act, 2013, the remuneration
payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly,
a Resolution seeking Member''s ratification for the remuneration payable to Shri Deepak Khanuja, Partner of Khanuja Patra &
Associates, Nagpur, Cost Auditors is included at Item No. 5 of the Notice convening the 21st Annual General Meeting of the
Company.

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 by the Internal Auditors of the
Company on quarterly basis by M/s Ekbote Deshmukh & Co. and M/s Patel Madan Malpani & Co. 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 M/s Ekbote Deshmukh & Co. Chartered Accountants and M/s D L & Associates
Chartered Accountants, in place of M/s Patel Madan Malpani & Co. 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
2016-2017.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit for the year 2015-16 was undertaken by Shri Anant B. Khamankar,
Practising Company Secretary, the Secretarial Auditor of the Company.

The Report of Auditors of the Company M/s Anant B Khamankar & Co, Company Secretaries on the Secretarial and related records of
the Company is annexed herewith as "Annexure D".

There were no adverse remarks or qualification on accounts of the Company from the Secretarial Auditors.

The Board of Directors of the Company appointed Shri Anant B. Khamankar, Practising Company Secretary, to conduct the
Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed
under Section 204 of the Companies Act, 2013 for the financial year 2016-2017.

6. CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken various projects in the
areas like:

- promoting preventive health care

- ensuring environment sustainability

The projects are largely in accordance with Schedule VII of the Companies Act, 2013.

Solar''s investment in ensuring environment sustainability and promoting preventive health care is in accordance with the
objective of providing better environment and healthcare to the needy persons of the society.

The Company offered a helping hand to the CIIMS Hospital for purchasing MRI Machine to treat the poor and needy sections of the
society, most of who come to them in a critical condition needing immediate medical attention.

Your Company also helped Swami Vivekanand Medical Mission Hospital for upgrading their general wards to treat the poor and needy
sections of the society in a neat, clean, hygienic and well maintained place for better recovery.

The Company undertook a number of initiatives for environment preservation during the year, details of which are as follows;

- Distributed 500 improved Chulhas and 60 Solar Cookers at villagers of Sawanga to reduce their dependency on fuel wood, thereby
preserving the nearby forest area.

- Contributed to Vanrai Foundation for Eco-Sustainable activities in the field of Tree Plantation, Afforestation, Integrated
Rural Development, Soil and Water conservation and Environmental Awareness

The Report on CSR activities is annexed herewith as "Annexure E"

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE WARNINGS 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
F"

STATEMENT OF MANAGEMENT''S

RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS:

Management is responsible for the preparation of the Consolidated Financial Statements and related information that are presented
in this report. The Board of Directors of your Company at its meeting held on May 16,2016 has approved the Audited Consolidated
Financial Statements for the financial year 2015-16 and its subsidiaries in accordance with Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Accounting Standard (AS-21) and other Accounting Standards issued
by the Institute of Chartered Accountants of India. The Consolidated Financial Statements of your Company for the financial year
2015-16, are prepared in compliance with applicable Accounting Standards based on management''s estimates, assumptions and
judgments where applicable as well as Listing Regulations as prescribed by the Securities and Exchange Board of India.

The Company has built adequate systems of internal controls aimed at achieving efficiency in operations, optimum utilization of
resources, effective monitoring and compliance with all applicable laws.

The Internal Audit function monitors the effectiveness of controls and also provides an independent and objective assessment of
the overall governance processes in the Company, including the application of a systematic risk management framework. The Audit
Committee of the Board reviews major internal audit reports as well as the adequacy of internal controls.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 123 and 125 of Companies Act, 2013; the relevant amounts which have remained unclaimed and unpaid for a
period of seven years from the date they became due for payment have been transferred to the Investor Education and Protection
Fund (IEPF) administered by the Central Government.

During the year under review, in Compliance with the above Sections and Investor Education and Protection Fund (awareness and
protection of investors) Rules, 2011. Your company has transferred Unpaid and unclaimed dividend amount of Rs. 17,860 lying in
the Final Dividend Account (2007-2008) to IEPF.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed
amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the
Company as on September 9, 2015 (date of last Annual General Meeting) on the Company''s website (www.solargroup.com) and also on
the Ministry of Corporate Affairs'' website.


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.

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.

APPRECIATION & ACKNOWLEDGEMENT

Your company satisfactorily outperformed the industry in this challenging year and continues to maintain its leadership position.
It has been surpassing all the international quality and cost benchmarks and continues to build shareholder value. Your Director
looks to the future with confidence.

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year.
We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was
made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board

Place : Nagpur (Satyanarayan Nuwal)

Date : May 16,2016 Chairman


Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the 20th Annual Report on the business and operations of the Company together with the Audited Balance Sheet and Profit & Loss Accounts for the year ended on March 31, 2015.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

STANDALONE CONSOLIDATED PARTICULARS 2015 2014 2015 2014

Net Revenue from operations 103458.00 92112.55 135979.92 114411.61

Less: Expenditure 85932.98 78141.33 109787.72 92998.04

Operating profit (PBIDT) 17525.02 13971.22 26192.20 21413.57

Interest 723.83 1448.24 1785.12 1785.65

Profit before Depreciation & Tax (PBT) 16801.19 12522.98 24407.08 19627.92

Less: Depreciation 1766.20 1257.36 3145.33 2186.92

Profit before Tax & Exceptional item 15034.99 11265.62 21261.75 17441.00

Less: Exceptional item 1000.14 1000.14 1000.14 1000.14

Profit before Tax 14034.85 10265.48 20261.61 16440.86

Less: Provision for Taxation 3242.51 1881.04 4628.30 3490.38

Profit after Tax 10792.34 8384.44 15633.31 12950.48

Share of profit transfer to minority 892.62 1106.29

Stock Reserve 485.44 28.47

Balance brought forward 15746.87 12251.45 26186.19 21251.62

Balance available for appropriation 26539.21 20635.89 41412.31 33124.27

Appropriation:

Interim Dividend 1447.84 904.90 1457.94 886.68

Proposed Dividend 1628.82 1266.86 1628.82 1266.86

Tax On Dividend 332.19 217.24 515.74 284.54

Adjustment of Taxes 19.95

Adjustment of Depreciation 582.51 693.42

General Reserve 3000.00 2500.00 5000.00 4500.00

Balance Profit Carried To Balance Sheet 19547.85 15746.87 32096.44 26186.19

Earning Per Share (EPS) 59.63 46.33 81.45 65.44

RESULTS OF OPERATION

Standalone Reaching

* During the financial year ending on March 31, 2015 the Company achieved turnover of Rs. 11 1684.56 lacs as against turnover of Rs. 98551.23 lacs achieved during the previous year, which is a significant increase in turnover by 13.33 %.

* The Profit After Tax (PAT) for the financial year 2014 - 15 is Rs. 10792.34 lacs against Rs. 8384.44 lacs in the previous year 2013-14.

* Profit before Interest, Depreciation, Amortisation, Exceptional Items & Tax stood at Rs. 17525.02 lacs as against Rs. 13971.22 lacs in the previous year.

* Earnings Per Share as on March 31, 2015 is Rs. 59.63 vis a vis against Rs. 46.33 as on March 31, 2014.

* The net worth of the Company has increased and stands at Rs. 52360.37 lacs for the fiscal year 2014 - 15 from Rs. 45559.38 lacs of the previous fiscal year 2013 - 14.

Consolidated Reaching

* During the financial year ending on March 31, 2015 the Company achieved turnover of Rs.146285.63 lacs as against turnover of Rs. 122377.53 lacs achieved during the previous year, which is a significant increase in turnover by 19.54%.

* The Profit After Tax (PAT) after transferring the share of profit of Minority Interest for the financial year 2014 - 15 is Rs. 14740.69 lacs against previous year Rs. 11844.19 lacs in 2013-14.

* Profit before Interest, Depreciation, Amortisation, Exceptional Items & Tax stood at Rs. 26192.20 lacs as against Rs. 21413.55 lacs in the previous year.

* Earnings Per Share as on March 31, 2015 is Rs. 81.45 vis a vis against Rs. 65.44 as on March 31, 2014.

* The net worth of the Company has increased and stands at to Rs. 77588.29 lacs in the fiscal year 2015 from Rs. 66157.41 lacs at the end of fiscal year 2014.

APPROPRIATIONS:

DIVIDEND:

Summary of Final Dividend declared by the Company in the year 2014 and recommended for the year 2015 are given below:

(Rs. inLakhs)

2014 70% 1266.86 217.24 1484.10

2015 (if approved 90% 1628.82 332.19 1961.01 by members)

Your Directors recommend a Final Dividend of 90% (Rs. 9/- per Equity Share of Rs. 10/- each) to be appropriated from the profits of the year 2014 - 15, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations.

Pursuant to the approval of Board of Directors on November 10, 2014, your company had distributed an interim dividend of Rs. 8/- per share, on face value of Rs. 10/- each.

The total dividend for the year ended on March 31, 2015 would accordingly be Rs. 17 per Equity share (170% of face value) as against the total dividend of Rs. 12 per Equity Share (120% of face value) for the year ended on March 31, 2014. The total outgo due to Dividend of the Company is Rs. 3,602.50 lacs, including dividend distribution tax as against Rs. 2,438.08 lacs in the previous year. The Dividend payout Ratio of your Company is 24.44%.

TRANSFERS TO RESERVES:

The Company has transferred Rs. 5,000.00 lacs to the general reserve out of the amount available for appropriations and an amount of Rs. 32,096.44 lacs is proposed to be retained in the statement of profit and loss.

CREDIT RATINGS:

CRISIL has upgraded its ratings on the for long term borrowings of Solar Industries India Ltd (SIIL) to "CRISIL AA/Stable" from "CRISIL AA/- Positive". The ratings reflect SIIL'S strong market position, good operating efficiencies (backed by prudent raw material procurement policies and backward integration), and strong debt protection measures. To arrive at its ratings, CRISIL has combined SIIL's financial and business profiles with those of its subsidiaries.

In addition to long Term rating, CRISIL has also re-affirmed the rating of Short Term Borrowings of the SIIL to "CRISIL A1 ".

SUBSIDIARY OPERATIONS:

As a purposeful strategy, your Company carries all its business operations through several subsidiaries and associate companies which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of a majority stake in existing enterprises.

Incorporation of Step down Subsidiaries during the year:

During the year under review, two step down overseas subsidiaries were incorporated following are details;

1. Solar Industries Africa Limited in Mauritius through subsidiary Solar Overseas Mauritius limited.

2. Solar Mining Services Pty Ltd in South Africa through our step down subsidiary Solar Overseas Netherlands Cooperative U.A.

ACQUISITION:

Post March 31, 2015 the Company has acquired the following;

1. 498766 Equity Shares aggregating to 100% stake of M/s Blastec (India) Private Limited.

2. 4977700 Equity Shares aggregating to 100% stake of M/s Emul Tek Private Limited.

Accordingly, M/s Blastec (India) Private Limited and M/s Emul Tek Private Limited are the wholly owned subsidiaries of your company.

AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDAIRES

The Board of Directors of your Company at its meeting held on May 25, 2015, approved the Audited Consolidated Financial Statements for the financial year 2014 - 15 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the financial year 2014 - 15, have been prepared in compliance with applicable Accounting Standards and Listing Agreement requirement as prescribed by the Securities and Exchange Board of India.

A report on the performance and financial position of each of subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 forms part of this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.solargroup.com. These documents will also be available for inspection during business hours at our registered office of the Company

The policy determining the material subsidiaries as approved may be accessed on the Company's website at the link http://solargroup.com/uploads/investors/policies/PDMS.pdf

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 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS:

Director's Retiring by Rotation

In terms of Articles of Association of the Company and as per Section 152(6) of the Companies Act, 2013 provides that 2/3rd of the Board of Directors is considered to be Directors liable to retire by rotation, of which 1/3rd shall retire at every Annual General Meeting of the Company as per Section 152(6) (e) of the Companies Act, 2013 and the Company shall have an option to re-appoint the retiring Director or appoint someone else in his place.

This year Shri Manish Nuwal (DIN 00164388) shall retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.

The Boards of Directors have recommends his re-appointment for consideration of the Shareholders.

The brief resume and other details relating to Shri Manish Nuwal (DIN 00164388) who is proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, is incorporated in the annexure to the notice calling 20th Annual General Meeting of the Company.

DIRECTOR'S APPOINTMENT

a) Shri Anil Kumar Jain

In accordance with Section 161 of the Companies Act, 2013 and of the Articles of Association of the Company, Shri Anil Kumar Jain (DIN: 03532932) was appointed as a Director in casual vacancy with effect from May 25, 2015. Shri Anil Kumar Jain would hold office till the conclusion of this Annual General Meeting of the Company scheduled to be held on September 9, 2015.

The requisite notices together with necessary deposits have been received from a Director pursuant to Section 160 of the Companies Act, 2013, proposing the election of Shri Anil Kumar Jain as an Executive Director of the Company.

b) Smt Madhu Vij

Mrs. Madhu Vij (DIN 00025006) was appointed as an Additional Director by the Board of Director w.e.f. March 23, 2015 in accordance with the provisions of Section 161 of the Companies Act, 2013 and of Article of Association of the Company.

Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of this 20th Annual General Meeting.

The Company has received request in writing from a member of the company pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of Mrs. Madhu Vij for appointment as Non-Executive Independent Director of the Company.

DIRECTOR'S CESSATION Shri Kundan Singh Talesra

Shri Kundan Singh Talesra, Executive Director has stepped down from the Board effective from May 25, 2015. The Directors wish to record their gratitude and appreciation for the wise counselling and contributions by Shri Kundan Singh Talesra during his tenure as a Director of the Company. Attention of the Members is invited to the relevant item in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the criteria of independence, as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

KEY Managerial PERSONNEL

Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions and rules of the Companies Act, 2013 following existing executives of the Company were designated as the Key Managerial Personnel of the Company on May 26, 2014.

* Shri Satyanarayan Nuwal - Chairman and Executive Director,

* Shri Kailashchandra Nuwal - Executive Director,

* Shri Manish Nuwal - Executive Director,

* Shri Kundan Singh Talesra - Executive Director and Chief Executive Officer,

* Shri Roomie Dara Vakil - Executive Director,

* Shri Nilesh Panpaliya - Chief Financial Officer

* Mrs. Khushboo Pasari - Company Secretary

However, as Shri Kundan Singh Talesra, Executive Director and CEO of the Company has stepped down from the Board on May 25, 2015, the Board of Directors of the Company has appointed Shri Manish Nuwal as a Chief Executive Officer in his place.

Further, Shri Anil Kumar Jain, Director has also been designated as Key Managerial Personnel being Executive Director of the Company in place of Shri Kundan Singh Talesra.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the performance of directors in individual capacity as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship and Corporate Social Responsibility Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Managerial Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

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 A".

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s Gandhi Rathi & Co. Chartered Accountants had been appointed as Statutory Auditor of the Company in the 19th Annual General Meeting of the Company who are eligible to hold the office for a period of three years until the conclusion of the 22nd Annual General Meeting subject to ratification in every Annual General Meeting of the Company.

Accordingly, the appointment of M/s Gandhi Rathi & Co. Chartered Accountants the current Statutory Auditors of the Company is ratified up to the conclusion of the 21st Annual General Meeting to be held in the year 2016.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

There were no adverse remarks or qualification on accounts of the Company from the Statutory Auditors. The Report of Auditors of the Company M/s Gandhi Rathi & Co., Chartered Accountants on the Annual Accounts of Solar Industries India Limited Standalone and Consolidated with Subsidiary Companies forms part of this report.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit of the Cost and related records of the Company for the year 2014 - 15 was undertaken by Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, Nagpur the Cost Auditor of the Company.

There were no adverse remarks or qualification on accounts of the Company from the Cost Auditors.

The Board of Directors of the Company as per Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 had, on the recommendation of the Audit Committee, appointed Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, Cost Accountants to audit the cost records of the Company for the financial year 201 5 on a remuneration of Rs. 1,00,000/- (Rupees one lakh only). As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Shri Deepak Khanuja, Partner of Khanuja Patra & Associates, Nagpur, Cost Auditors is included at Item No. 8 of the Notice convening the 20th Annual General Meeting of the Company.

Internal Auditors

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 by the Internal Auditors of the Company on quarterly basis by M/s B. K Banka & Associates, M/s Ekbote Deshmukh & Co. and M/s Patel Madan Malpani & Co. the Internal Auditors of the Company.

There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

M/s B. K Banka & Associates, Chartered Accountant the Internal Auditor of the Company has resigned. However, the Board of Directors of the Company has appointed M/s Ekbote Deshmukh & Co. Chartered Accountants and M/s Patel Madan Malpani & Co. 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 2015 - 2016.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act,

2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year 2014 - 15 was undertaken by Shri Anant B. Khamankar, Practising Company Secretary the Secretarial Auditor of the Company.

The Report of Auditors of the Company M/s Anant B Khamankar & Co., Company Secretaries on the Secretarial and related records of the Company is annexed herewith as "Annexure B".

There were no adverse remarks or qualification on accounts of the Company from the Secretarial Auditors.

The Board of Directors of the Company appointed Shri Anant B. Khamankar, Practising Company Secretary, to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the financial year 2015 - 2016.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was 1809.80 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C"

MEETINGS

Board of Directors

During the year Five Board Meetings were convened and held on May 26, 2014, August 04, 2014, November 10, 2014, January 22, 2015 and March 23, 2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Committee meetings

The Company has total four Committees namely Audit Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Each Committee met five times during the year under review.

The Committee meetings were convened and held on May 26, 2014, August 04, 2014, November 10, 2014, January 22, 2015 and March 23, 2015. The details of which are given in the Corporate Governance Report. The gap between two Meetings did not exceed four months.

AUDIT Committee

The Audit Committee consists of one executive & three non- executive members, Chairman being Independent Director.

The composition of the Audit Committee as on March 31, 2015 :

Name Designation

Shri Anant Sagar Awasthi* Chairman

Shri Dilip Patel# Member

Shri Satish Chandra Gupta Member

Shri Manish Nuwal Member

Smt Madhu Vij" Member

Smt Khushboo Pasari Secretary

* Shri Anant Sagar Awasthi ceased to be a chairman of the Audit Committee w.e.f. May 25, 2015

# Shri Dilip Patel is appointed as Chairman in place of Shri Anant Sagar Awasthi w.e.f. May 25, 2015

" Smt Madhu Vjj is appointed as a member of the Audit Committee w. e. f. May 25, 2015

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company http://solargroup.com/uploads/investors/policies/WBP.pdf

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three non-executive members, Chairman being Independent Director.

The compostion of the Nomination and Remuneration as on March 31, 2015

Name Designation

Shri Anant Sagar Awasthi Chairman

Shri Satish Chandra Gupta Member

Shri Dilip Patel Member

Smt Khushboo Pasari Secretary

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of two executive and one non-executive members, Chairman being Independent Director.

The compostion of stackholders Relationship Committee as on March 31, 2015

Name Designation

Shri Anant Sagar Awasthi Chairman

Shri Kailashchandra Nuwal Member

Shri Kundan Singh Talesra* Member

Smt Khushboo Pasari Secretary

*Shri Roomie Dara Vakil is appointed in place of Shri Kundan Singh Talesra with effect from May 25, 2015.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee consists of one Non-Executive Independent Director & two Executive Directors, Chairman being Executive Director.

The compostion of Corporate Social Responsibility committee as on March 31, 2015

Name Designation

Shri Satyanarayan Nuwal Chairman

Shri Manish Nuwal Member

Shri Ajai Nigam Member

Smt Khushboo Pasari Secretary

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Disease Prevention and Care Projects and made its CSR contribution towards public through recognised hospitals by providing facility like Installation of Medical Equipments.

This project is largely in accordance with Schedule VII of the Companies Act, 2013.

Solar's investment in Disease Prevention initiatives is in accordance with the objective of providing better healthcare to the needy persons of the society. The CSR initiatives undertaken in this thrust area include supply of medical equipments, to various hospitals.

The Report on CSR activities is annexed herewith as "Annexure D".

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 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2014 - 15 were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has formulated a Related Party Transactions policy indicating the Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The Company has entered into contracts with related parties as per Section 188 of the Companies Act, 2013. The details forming part of the extract of the contracts in form AOC-2 is annexed herewith as "Annexure E".

SIGNIFICANT AND Material ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES

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:

Name of the Directors Title Ratio to median remuneration

Shri Satyanarayan Chairman and 211.76 Nuwal Executive Director

Shri Kailashchandra Executive Director 211.76 Nuwal

Shri Manish Nuwal Executive Director 211.76

Shri Kundan Singh Executive Director 32.67

Talesra

Shri Roomie Dara Vakil Executive Director 24.20

Note: Non-Executive Independent Directors were paid sitting fees for attending Board and Board Committee Meetings for the year 2014 - 15.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Name of the Directors Title % Increase in & KMPs other than remuneration Directors in the financial year 2014 - 15

Shri Satyanarayan Chairman and NIL Nuwal Executive Director

Shri Kailashchandra Executive Director NIL Nuwal

Shri Manish Nuwal Executive Director NIL

Shri Kundan Singh Executive Director 54.29% Talesra

Shri Roomie Dara Vakil Executive Director 5.26%

Shri Nilesh Panpaliya Chief Financial 4.81%

Officer

Smt Khushboo Pasari Company Secretary 7.50%

c. The percentage increase in the median remuneration of employees in the financial year: 10.29 %

d. The number of permanent employees on the rolls of Company: 1104

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 8.31%. The individual increments varied from 4 % to 23 %, based on individual performance.

The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual's performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial 33.36 personnel (KMP) in FY 2014 - 15 (Rs. Lakhs)

Revenue (Rs. Lakhs) 101475.18

Remuneration of KMPs (as % of revenue) 0.03 %

Profit before Tax (PBT) (Rs. Lakhs) 14034.85

Remuneration of KMP (as % of PBT) 0.24 %

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

particulars March 31, March 31, % Change 2015 2014

Market Capitalisation 6138.94 1594.43 285.02 (Rs. crores)

Price Earnings Ratio 41.65 13.46 209.44

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31, March 27, % Change 2015 2006(IPO)

Market Price (BSE) 3392.05 190 1685.29

Market Price (NSE) 3402.55 190 1690.82

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 increase in the managerial remuneration:

The average annual increase was around 10.81 %. However, during the course of the year, the total increase is approximately 10.81 %, after accounting for promotions and other event based compensation revisions. Increase in the managerial remuneration for the year was 2.02 %. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Parti Shri Shri Shri Shri cula Satyanara Manish Kailashc Kundan rs yan Nuwal Nuwal, handra Singh Chairman Executive Nuwal Talesra, and Director Executive Executive Executive Director Director Director and Chief Executive Officer*



Remu 212.88 212.88 212.88 35.44 nera tion

in FY 2014 -15 (Rs. Lacs)

Reve 101475.18 101475.18 101475.18 101475.18 nue (Rs. Lacs)

Remu 0.21 % 0.21 % 0.21 % 0.035 % nera tion as % of re venue

Prof 14034.85 14034.85 14034.85 14034.85 it be fore Tax (PBT) (Rs. Lacs)

Remu 1.52 % 1.52 % 1.52 % 0.25 % nera tion (as% of PBT)

Parti Shri Shri Mrs cula Roomie Nilesh khus rs Dara Panpaliya, hboo Vakil, Chief Pasa Executive Financial ri, Officer comp pany secr eta ry



Remu 25.57 26.42 6.94 nera tion

in FY 2014 -15 (Rs. Lacs)

Reve 101475.18 101475.18 10147 nue 5.18 (Rs. Lacs)

Remu 0.025 % 0.026 % 0.007% nera tion as % of re venue

Prof 14034.85 14034.85 14034.85 it be fore Tax (PBT) (Rs. Lacs)

Remu 0.18 % 0.19% 0.05 % nera tion (as% of PBT)

* Shri Kundan Singh Talesra ceased to be Executive Director and Chief Executive Officer w.e.f May 25, 2015. Shri Anil Kumar Jain is appointed as an Executive Director in his place and Shri Manish Nuwal will act as a Chief Executive Officer of the Company.

k. The key parameters for any variable component of remuneration availed by the directors:

The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

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: None.

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.

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure. 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. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

STATEMENT OF MANAGEMENT'S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS:

Management is responsible for the preparation of the Consolidated Financial Statements and related information that are presented in this report. The Board of Directors of your Company at its meeting held on May 25, 2015 has approved the Audited Consolidated Financial Statements for the financial year 2014 - 15 and its subsidiaries in accordance with Clause 32 of Listing Agreement with the Stock Exchanges and Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India. The Consolidated Financial Statements of your Company for the financial year 2014-15, are prepared in compliance with applicable Accounting Standards based on management's estimates, assumptions and judgments where applicable as well as Listing Agreement as prescribed by the Securities and Exchange Board of India.

The Company has built adequate systems of internal controls aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws.

The Internal Audit function monitors the effectiveness of controls, and also provides an independent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework. The Audit Committee of the Board reviews major internal audit reports as well as the adequacy of internal controls.

SOLAR'S CORPORATE GOVERNANCE PHILOSOPHY:

Corporate Governance philosophy of the Company is based on the principles of equity, fairness, transparency, spirit of law and honest communication. The Company believes that sound Corporate Governance is necessary to retain stakeholder's trust and ensures efficient working and proper conduct of the business of the Company with integrity. Development of Corporate Governance guidelines is a continuous process which evolves over a period of time and undergoes changes to suit the changing times and needs of the business, society and the nation.

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and Management Discussion and Analysis along with necessary certificates is given elsewhere in this report. Also certificate taken from M/s Gandhi Rathi & Co. Chartered Accountants, Nagpur, Statutory Auditors of the Company, confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is annexed to this report.

TRANSFER OF Amounts TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 123 and 125 of Companies Act, 2013; the relevant amounts which have remained unclaimed and unpaid for a period of seven years from the date they became due for payment have been transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

During the year under review, in Compliance with the above Sections and Investor Education and Protection Fund (awareness and protection of investors) Rules, 2011. your company has transferred Unpaid and unclaimed dividend amount lying in the Final Dividend Account (2006-2007) of Rs. 49,953 and Interim Dividend Account of (2007-2008) Rs. 27,228 to IEPF.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 4, 2014 (date of last Annual General Meeting) on the Company's website (www.solargroup.com) and also on the Ministry of Corporate Affairs' website.

POST BALANCE SHEET DATE EVENT:

Board of Directors of your Company has announced the following in their meeting held on May 25, 2015 at the registered office of the Company;

a. The acquisition of 4,98,766 Equity Shares aggregating to 100% stake of M/s Blastec (India) Private Limited and

b. The acquisition of 49,77,700 Equity Shares aggregating to 100% stake of M/s Emul Tek Private Limited.

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 Clause 49 of the Listing Agreement with the Stock Exchange(s) in India.

CEO/CFO CERTIFICATION:

As required under Clause 49 (IX) of the Listing Agreement, the CEO/CFO certification is attached with the annual report.

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, 2015, 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, 2015 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, 2015 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.

DISCLOSURE Requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarisation programme of the independent directors are available on the website of the Company at the following link http://solargroup.com/uploads/investors/policies/FPIDS.pdf

Policy for determining material subsidiaries of the Company is available on the website of the Company at the following link http://solargroup.com/uploads/investors/policies/PDMS.pdf

Policy on dealing with related party transactions is available on the website of the Company at the following link http://solargroup.com/uploads/investors/policies/PRPT.pdf

The Company has formulated the Corporate Social Responsibility Policy in line with the provisions of Section 135(4) of the Companies Act, 2013 and Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 and the said policy is available on the website of the Company at the following link http://solargroup.com/uploads/investors/policies/CSR.pdf

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges and the said policy is available at the website of the Company at the following link http://solargroup.com/uploads/investors/policies/WBP.pdf

APPRECIATION & ACKNOWLEDGEMENT

Your company satisfactorily outperformed the industry in this challenging year and continues to maintain its leadership position. It has been surpassing all the international quality and cost benchmarks and continues to build shareholder value. Your Director looks to the future with confidence.

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

For and on behalf of the Board

Place : Nagpur (Satyanarayan Nuwal) Date : May 25, 2015 Chairman


Mar 31, 2014

Dear Shareholders,

The Directors have great pleasure in presenting the 19th Annual Report on the business and operations of the COMPANY together with the Audited Balance Sheet and Profit & Loss Accounts for the year ended on 31st March, 2014. Since this Report pertains to the FINANCIAL Year that commenced prior to 1st April, 2014 the contents there in are governed by the relevant provisions/schedules/rules of the Companies Act,1956, in COMPLIANCE with General Circular No. 08/2014 dated 4th April, 2014 issued by Ministry of Corporate Affairs.

FINANCIAL HIGHlIGHTS (Rs. in Lakhs)

STANDALONE CONSOLIDATED

PARTICULARS 2014 2013* 2014 2013*

Net Revenue from Operations 92112.55 90463.24 114411.61 113601.93

Less: Expenditure 78141.35 78807.07 92998.08 93852.17

Operating Profit (PBIDT) 13971.20 11656.17 21413.53 19749.76

Interest 1448.24 1095.76 1785.64 1834.97

Profit before Depreciation & tax (PBT) 12522.96 10560.41 19627.89 17914.79

Less: Depreciation 1257.36 1031.23 2186.93 1697.47

Profit before Tax & Exceptional item 11265.60 9529.18 17440.96 16217.32

Less: Exceptional Item 1000.14 1000.14 1000.14 1001.86

Profit before Tax 10265.46 8529.04 16440.82 15215.46

Less: Provision for taxation 1881.04 947.49 3490.38 2572.25

Profit after Tax 8384.42 7581.55 12950.44 12643.21

Share of profit transfer to minority - - 1106.29 1013.98

Stock Reserve - - 28.50 417.81

Balance brought forward 12251.45 8855.85 21251.62 15684.18

Balance available for appropriation 20635.87 16437.40 33124.27 27731.22

Appropriation:

Interim Dividend 904.90 904.90 886.68 904.90

Proposed Dividend 1266.86 1085.88 1266.86 1085.88

Tax On Dividend 217.24 195.17 284.54 331.45

Adjustment of taxes - - - 157.37

General Reserve 2500.00 2000.00 4500.00 4000.00

Balance Profit Carried to Balance Sheet 15746.87 12251.45 26186.19 21251.62

Earning per Share (EPS) 46.33 42.68 65.44 65.47

- Previous year figures have been regrouped & rearranged wherever necessary.

RESULTS OF OPERATION

Standalone Reaching

- During the FINANCIAL year ending on 31st March, 2014 the COMPANY achieved turnover of Rs. 98551.23 Lakhs as against turnover of Rs. 96959.33 Lakhs achieved during the previous year, which is a moderate increase in turnover by 1.64 %.

- the Profit After tax (PAt) for the FINANCIAL year 2013-14 isRs. 8384.42 Lakhs againstRs. 7581.55 Lakhs in the previous year 2012-13.

- Profit before interest, Depreciation, Amortisation, exceptional items & tax stood at Rs. 13971.20 as against Rs. 11656.17 Lakhs in the previous year.

- earnings Per Share as on 31st March, 2014 is Rs. 46.33 againstRs. 42.68 as on 31st March, 2013.

- the net worth of the COMPANY has increased and stands at Rs. 45559.38 Lakhs for the fiscal year 2013-14 from Rs. 39563.96 Lakhs of the previous fiscal year 2012-13.

consolidated Reaching

- During the FINANCIAL year ending on 31st March, 2014 the COMPANY achieved turnover of Rs. 122377.53 Lakhs as against turnover of Rs. 121520.17 Lakhs achieved during the previous year, which is a moderate increase in turnover by 0.71%.

- the Profit After tax (PAt) after transferring the share of profit of Minority interest for the FINANCIAL year 2013-14 is Rs. 11844.15 Lakhs against previous year Rs. 11629.23 Lakhs in 2012-13.

- Profit before interest, Depreciation, Amortisation, exceptional items & tax stood at Rs. 21413.53 Lakhs as against Rs. 19749.76 Lakhs in the previous year.

- earnings Per Share as on 31st March, 2014 is Rs. 65.44 vis a vis against Rs. 65.47 as on 31st March, 2013.

- the Net Worth of the COMPANY has increased and stands atRs. 66157.41 Lakhs in the fiscal year 2014 from Rs. 57270.40 Lakhs of the previous fiscal year.

LEVERAGING TECHNOLOGY OF SOVEREIGN DEFENcE

As per Stockholm international Peace Research institute (SiPRi) report, india is the world''s largest arms importer. its arms import is estimated to be more than three times of what its neighboring countries are importing. Over the last five years, india''s share in total global arms import has doubled from 7% to 14%. even the Government of india had announced its focused topmost attention on security of the country and had allocated a composite sum of iNR 224 thousand Crores towards the Defence Sector. the indian Government had further given signs and intention to liberate and reduce the dependency upon imports by developing and manufacturing indigenously.

taking cognizance of this huge opportunity, your COMPANY has already started exploring the growth opportunity in Defence Sector. the COMPANY had already been granted the licence to manufacture HMX specifically used as major explosive components used in manufacturing of warheads. A state-of- the-art plant to manufacture HMX and Composite Propellants has already been completed.

AUDIT COMMITTEE:

the Audit Committee consists of one executive & three non-executive members, Chairman being independent Director.

Name Designation

Shri Anant Sagar Awasthi Chairman

Shri Satish Chandra Gupta Member

Shri Dilip Patel Member

Shri Manish Nuwal Member

Smt Khushboo Pasari Secretary

AppROpRIATIONS:

Dividend:

Summary of Final Dividend declared by the COMPANY in the year 2013 and recommended for the 2014 are given below:

Your Directors recommend a final Dividend of 70% (Rs. 7/- per equity share of Rs. 10/- each) to be appropriated from the profits of the year 2013-14, subject to the approval of the shareholders at the ensuing Annual General Meeting. the Dividend will be paid in COMPLIANCE with applicable regulations.

Pursuant to the approval of Board of Directors on October 28, 2013, your COMPANY had distributed an interim dividend of Rs. 5/- per share, of face value of Rs. 10/- each.

The total dividend for the year ended on March 31, 2014 would accordingly be Rs. 12 per equity share (120% of face value) as against the total dividend of Rs. 11 per equity share (110% of face value) for the year ended on March 31, 2013. the total outgo due to Dividend of the COMPANY was Rs. 2438.08 Lakhs, including dividend distribution tax as against Rs. 2322.23 Lakhs in the previous year. the Dividend payout Ratio of your COMPANY is 20.58%.

TRANSFERS TO RESERVES:

the COMPANY proposes has transferred Rs. 4500.00 Lakhs to the general reserve out of the amount available for appropriations and an amount of Rs. 26186.19 Lakhs is proposed to be retained in the statement of profit and loss.

CREDIT RATINGS:

CRiSiL has re-affirmed its ratings of AA-/Positive for Long term Borrowings to the of Solar industries india Ltd (SiiL). the ratings reflect SiiL''S strong market position, good operating efficiencies (backed by prudent raw material procurement policies and backward integration), and strong debt protection measures. to arrive at its ratings, CRiSiL has combined SiiL''S FINANCIAL and business profiles with those of its SUBSIDIARIES.

In addition to long term rating, CRiSiL has also assigned A1 (Reaffirmed) rating to SiiL for Short term Borrowings.

DIRECTORS:

Director''s Retiring by Rotation

In terms of Articles of Association of the COMPANY and as per Section 152(6) of the Companies Act, 2013 provides that 2/3rd of the Board of Directors is considered to be Directors liable to retire by rotation, of which 1/3rd shall retire at every Annual General Meeting of the COMPANY as per Section 152(6) (e) of the Companies Act, 2013 and the COMPANY shall have an option to re-appoint the retiring Director or appoint someone else in his place. As per the new regime, independent Directors does not have to retire by rotation.

(Rs.in Lakhs)

Final Dividend for the Year Rate of Dividend Amount of Dividend

2013 60 % 1085.88

2014 (if approved by members) 70% 1266.86



Final Dividend for the Year Dividend Total Distribution tax Outflow

2013 184.54 1270.42

2014 (if approved by members) 215.30 1484.10

In pursuance to the new regime, this year only Shri Kailashchandra Nuwal who, retires by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.

The Boards of Directors recommends his re-appointment for consideration of the Shareholders.

The brief resumes and other details relating to who is proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, forms integral part of this Report.

DIRECTOR''S APPOINTMENT

Non-Executive Independent Directors

Pursuant to provisions of Sections 149(4) of Companies Act, 2013 every listed COMPANY is required to appoint at least one third of its Directors as independent Directors. the Board already has half of its Directors in the category of Non-executive independent Directors in terms of Clause 49 of the Listing Agreement. the Board therefore in its meeting held on 26th May, 2014 appointed the existing independent Directors under clause 49 as independent Directors pursuant to Companies Act,2013 subject to approval of shareholders.

In accordance with the provisions of Sections 149, 152 read with Schedule iV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement appointment of all the independent Directors namely Shri Anant Sagar Awasthi, Shri Dilip Patel, Shri Satish Chandra Gupta, Shri Ajai Nigam and Shri Amrendra Verma is now put up for approval of members at the ensuing Annual General meeting.

Necessary details in terms of section 102(1) of the Companies Act, 2013 forms integral part of this Report.

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

With the appointment of independent directors, the conditions specified in the Act and the Rules made thereunder as also under new clause 49 of the listing agreement stand complied.

Executive Directors

In accordance with the provisions of Sections 2(94), 196, 197, 198 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement Shri Kundan Singh talesra have been appointed as executive Director of the COMPANY to hold office for a period of 5 (Five) consecutive years and Shri Roomie Dara Vakil have been appointed as executive Director of the COMPANY to hold office for 3 (three) consecutive years from the date of their respective appointment. Shri Kundan Singh talesra will not be liable to retire by rotation while Shri Roomie Dara Vakil will be liable to retire by rotation.

The COMPANY has received requisite notice in writing from members proposing the candidature of Shri Kundansingh talesra and Shri Roomie Dara Vakil for re-appointment as executives Directors.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Companies Act, 2013 notified section 135 of the Act concerning Corporate Social Responsibility alongwith the Rules thereunder and revised Schedule Vii to the Act on 27th February, 2014 and other amendments to Schedule Vii to come into effect from 1st April, 2014.

The COMPANY being covered under the provisions of the said section, has taken necessary initial steps in this regard. A Committee of the directors, titled ''CORPORATE SOCIAL RESPONSIBILITY COMMITTEE'', has been formed by the Board in its meeting held on 26th May, 2014, consisting of the following:

Name Designation

Shri Satyanarayan Nuwal Chairman

Shri Manish Nuwal Member

Shri Ajai Nigam Member

Mrs. Khushboo Pasari Secretary

the said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the COMPANY, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

AUDITORS AND THEIR OBSERVATIONS

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the COMPANY, M/s Gandhi Rathi& Co. Chartered Accountants are eligible to hold the office for a period of three years until the conclusion of the 22nd Annual General Meeting.

M/s Gandhi Rathi & Co. Chartered Accountants, Statutory Auditors of the COMPANY, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. the COMPANY has received letters from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment

The Notes on FINANCIAL Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

the COMPANY has appointed Mr. Deepak Khanuja, Partner of Khanuja Patra & ASSOCIATES, Nagpur to act as COST auditor for conducting the audit of COST records of the COMPANY for the FINANCIAL year 2013-14.

SECRETERIAL AUDITOR

the Board of Directors of the COMPANY appointed Shri Anant B. Khamankar, Practising COMPANY Secretary, to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 prescribed under Section 204 of the Companies Act, 2013 for the FINANCIAL year 2014-2015.

PARTICULARS OF EMPLOYEES:

the Ministry of Corporate Affairs has vide notification dated 31st March, 2011 enhanced the limits for the purpose of disclosure of particulars of employees in the Directors Report as requisite under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Amendment Rules, 2011.

the COMPANY is having employees whose information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975, amended as Companies (Particulars of employees) Amendment Rules, 2011 are to be given.

However, pursuant to the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Members excluding the statement of particulars of employees. Any Member may obtain a copy of the said statement by writing to the COMPANY Secretary at the registered office of the COMPANY.

SUBSIDIARY OPERATIONS:

During the year under review Solar industries india Limited has increased its holding from 51% to 100% in Solar Mines and Minerals Limited.

As a purposeful strategy, your COMPANY carries all its business operations through several subsidiary and associate companies which are formed either directly or as step-down SUBSIDIARIES or in certain cases by acquisition of a majority stake in existing enterprises.

SUBSIDIARIES FINANCIAL STATEMENT

the Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated February 8, 2011, had granted an exemption to companies from complying with Section 212 of the Companies Act, 1956, provided such companies fulfill conditions mentioned in the said circular. Accordingly, the Board of Directors of your COMPANY at its meeting held on May 26, 2014, approved the Audited Consolidated FINANCIAL Statements for the FINANCIAL year 2013-14 which includes FINANCIAL information of all its SUBSIDIARIES, and forms part of this report.

the Consolidated FINANCIAL Statements of your COMPANY for the FINANCIAL year 2013-14, have been prepared in COMPLIANCE with applicable Accounting Standards and Listing Agreement requirement as prescribed by the Securities and exchange Board of india.

the annual accounts and FINANCIAL statements of the subsidiary companies of your COMPANY and related detailed information shall be made available to members on request and are open for inspection at the Registered Office of your COMPANY. Your COMPANY has complied with all the conditions as stated in the circular and accordingly has not attached the FINANCIAL statements of its subsidiary Companies for the FINANCIAL year 2013-14. A statement of summarized FINANCIALs of all SUBSIDIARIES of your COMPANY including capital, reserves, total assets, total LIABILITIES, details of investment, turnover, etc., pursuant to the General Circular issued by the Ministry of Corporate Affairs, forms part of this report.

STATEMENT OF MANAGEMENT''S RESpONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS:

Management is responsible for the preparation of the Consolidated FINANCIAL Statements and related information that are presented in this report. the Board of Directors of your COMPANY at its meeting held on May 26, 2014, approved the Audited Consolidated FINANCIAL Statements for the FINANCIAL year 2013-14 and its SUBSIDIARIES in accordance with Clause 32 of Listing Agreement with the Stock exchanges and Accounting Standard (AS–21) and other Accounting Standards issued by the institute of Chartered Accountants of india. the Consolidated FINANCIAL Statements of your COMPANY for the FINANCIAL year 2013-14, are prepared in COMPLIANCE with applicable Accounting Standards based on management''s estimates, assumptions and judgments where applicable as well as Listing Agreement as prescribed by the Securities and exchange Board of india.

the COMPANY has built adequate systems of internal controls aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and COMPLIANCE with all applicable laws.

the internal Audit function monitors the effectiveness of controls, and also provides an independent and objective assessment of the overall governance processes in the COMPANY, including the application of a systematic risk management framework. the Audit Committee of the Board reviews major internal audit reports as well as the adequacy of internal controls.

SOLAR''S CORPORATE GOVERNANCE PHILOSOPHY:

Corporate Governance philosophy of the COMPANY is based on the principles of equity, fairness, transparency, spirit of law and honest communication. the COMPANY believes that sound Corporate Governance is necessary to retain stakeholder''s trust and ensures efficient working and proper conduct of the business of the COMPANY with integrity. Development of Corporate Governance guidelines is a continuous process which evolves over a period of time and undergoes changes to suit the changing times and needs of the business, society and the nation.

Your COMPANY has implemented the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement with the Stock exchanges. A separate report on Corporate Governance and Management Discussion and Analysis along with necessary certificates is given elsewhere in this report. Also certificate taken from M/s Gandhi Rathi & Co. Chartered Accountants, Nagpur, Statutory Auditors of the COMPANY, confirming COMPLIANCE of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is annexed to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 205A(5) and 205C of Companies Act, 1956); the relevant amounts which have remained unclaimed and unpaid for a period of seven years from the date they became due for payment have been transferred to the investor education and Protection Fund (iePF) administered by the Central Government .

Pursuant to the provisions of investor education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the COMPANY has uploaded the details of unpaid and unclaimed amounts lying with the COMPANY as on September 11, 2013 (date of last Annual General Meeting) on the COMPANY''s website (www.solargroup. com) and also on the Ministry of Corporate Affairs website.

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 Clause 49 of the Listing Agreement with the Stock exchange(s) in india.

CEO/CFO CERTIFIcATION:

As required under Clause 49(V) of the Listing Agreement, the CeO/ CFO certification is attached with the annual report.

COMPLIANCE

Your COMPANY had framed the policies and developed the work culture wherein the work of the COMPANY is performed in such a way that the internal check mechanism ensures that the work of the COMPANY is done correctly and timely. the COMPANY''s internal auditor also periodically conducts the internal audit and make ensure that all the COMPLIANCE are being done and reports to the management of the COMPANY, in case of any variance. Your COMPANY also arranges and organises for the internal and external training facilities and update the knowledge of the personnel in line with all amendments / new regime that are being made applicable to your COMPANY. Lastly, your COMPANY is also reviewing the scope by improving on the system of MiS Reports, which further adds to the assurance of timely COMPLIANCE of all the laws applicable to the COMPANY."

DIRECTOR''S RESPONSIBILITY STATEMENT:

pursuant to section 217 (2AA) of the companies Act, 1956 the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts of the COMPANY for the year ended March 31, 2014, 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 and of the profit of the COMPANY for that period.

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, 2014 have been prepared on a going concern basis.

APPRECIATION & ACKNOWLEDGEMENT

Your COMPANY satisfactorily outperformed the industry in this challenging year and continues to maintain its leadership position. it has been surpassing all the international quality and COST benchmarks and continues to build shareholder value. Your Director looks to the future with confidence.

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business ASSOCIATES, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the COMPANY to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

For and on behalf of the Board

Place : Nagpur (Satyanarayan Nuwal)

Date : May 26, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors have great pleasure in presenting the Annual Report together with audited statements of accounts for the year ended on 31st March, 2013.

Financial Highlights

(Rs. in lacs)

Particulars Standalone Consolidated

2013 2012 2013 2012

Net Revenue from operations 90463.24 74871.45 114183.01 99121.95

Less: Expenditure 77710.59 63824.83 93181.87 79653.85

Operating profit (PBIDT) 12752.65 11046.62 21001.14 19468.10

Interest 2190.52 2008.81 3086.35 2357.58

Profit before Depreciation & Tax (PBT) 10562.13 9037.81 17914.79 17110.52

Less: Depreciation 1031.23 804.77 1697.47 1278.14

Profit before Tax & Exceptional item 9530.90 8233.04 16217.32 15832.38

Less: Exceptional item 1001.86 315.03 1001.86 436.58

Profit before Tax 8529.04 7918.01 15215.46 15395.8

Less: Provision for Taxation 947.49 1829.39 2572.25 4254.50

Profit after Tax 7581.55 6088.62 12643.21 11141.30

Share of profit transfer to minority - - 1013.98 1020.94

Stock Reserve - - 417.81 175.94

Balance brought forward 8855.88 6644.41 15684.18 11401.30

Balance available for appropriation 16437.43 12733.03 27731.22 21697.60

Appropriation:

Interim Dividend 904.90 866.19 904.90 866.19

Proposed Dividend 1085.88 866.19 1085.88 866.19

Tax On Dividend 195.18 144.77 331.45 281.04

Adjustment of Taxes - - 157.37 -

General Reserve 2000 2000 4000 4000

Balance Profit carried to Balance Sheet 12251.47 8855.88 21251.62 15684.18

Earning Per Share (EPS) 42.68 35.15 65.47 58.42

Results of Operation

Standalone Reaching

- During the financial year ending March 31, 2013, the Company achieved turnover of Rs. 96959.33 lac as against turnover of Rs. 77820.88 lac achieved during the previous year, registering a growth of 25%.

- The Profit After Tax (PAT) for the year under review was Rs. 7581.55 lac against Rs. 6088.62 lac in 2012.

- Profit before Interest, Depreciation, Amortisation, Exceptional Items & Tax stood at Rs. 12752.65 lac as against Rs. 11046.62 lac in the previous year.

- Earnings per share stand at Rs.42.68 during the year 2013 vis a vis Rs. 35.15 achieved in the preceding year.

- The net worth of the Company increased from 39563.97 lac in the fiscal year 2013 to Rs. 26968.37 lac at the end of fiscal year 2012.

Consolidated Reaching

- During the financial year ending March 31, 2013, the Company achieved turnover of Rs.121520.18 lac as against turnover of Rs.103169.44 lac achieved during the previous year, registering a growth of 18%.

- The Profit After Tax (PAT) for the year under review was Rs. 11629.23 lac against Rs. 10120.35 lac in 2012.

- Profit before Interest, Depreciation, Amortisation, Exceptional Items & Tax stood at Rs.21001.14 lac as against Rs.19468.10 lac in the previous year.

- Earnings per share stand at Rs. 65.47 during the year 2013 vis a vis Rs. 58.42 achieved in the preceding year.

- The net worth of the Company increased from 57270.40 lac in the fiscal year 2013 to Rs. 40460.01 lac at the end of fiscal year 2012.

Appropriations:

Dividend:

Summary of Final Dividend declared by the Company in the year 2012 and recommended for the year 2013 are given below:

(Rs. in lac)

Final Dividend for the Year Rate of Amount of Dividend Total Dividend Dividend Distribution tax Outflow

2012 50% 866.19 140.52 1006.71

2013 (if approved by members) 60% 1085.88 184.54 1270.42

Your Directors recommend a final Dividend of 60% (Rs. 6/- per equity share of Rs. 10/- each) to be appropriated from the profitsof the year 2012-13, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with the applicable regulations.

Pursuant to the approval of Board of Directors on November 5, 2012, your Company had distributed an interim dividend of Rs. 5/- per share, of face value of Rs. 10/- each.

The total dividend for the year ended on March 31, 2013, would accordingly be Rs.11 per Equity share (110% of face value) as against the total dividend of Rs. 10 per Equity share (100% of face value) for the year ended on March 31, 2012.

The total outgo due to Dividend of the Company was Rs. 2322.23 lac, including dividend distribution tax as against Rs.2013.42 lac in the previous year. The Dividend payout Ratio of your Company is 19.97%.

Transfers to Reserves:

The Company proposes to transfer Rs. 4000 lac to the general reserve out of the amount available for appropriations and an amount of Rs. 4000 lac is proposed to be retained in the statement of profit and loss.

Credit Ratings:

CRISIL has re-affirmed its ratings of AA-/Positive (Outlook Revised from ''Stable'') to the various bank facilities of Solar Industries India Ltd (SIIL). The ratings reflect SIIL''S strong market position, good operating efficiencies (backed by prudent raw material procurement policies and backward integration), and strong debt protection measures. To arrive at its ratings, CRISIL has combined SIIL''S financial and business profiles with those of its subsidiaries.

In addition to long Term rating, CRISIL has also assigned A1 (Reaffirmed) rating to SIIL for Short term Borrowing.

Commercial Paper:

During the year under review, your Company has raised Funds through issue of Commercial papers of Rs. 20 Crore by earmarking the Working Capital Limit from Yes Bank.

Details of the above said Commercial Paper is summarised below:

Name of Bank From To Rate of Interest

Religare Mutual Fund 1st November, 2012 28th December, 2012 8.85%

Directors:

Director''s Retiring by Rotation

Section 256 of Companies Act, 1956 and provisions containing in Articles of Association of the Company provide that at least two- third of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election. Shri Anant Sagar Awasthi, Shri Dilip Patel, Shri Satish Chander Gupta and Shri Ajai Nigam, retire by rotation and on being eligible offer themselves for re-appointment at this Annual General Meeting. Boards of Directors have recommended their re-appointment for consideration of the Shareholders.

The brief resumes and other details relating to the Directors who are proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, forms an integral part of this Report.

Director''s Appointment

In accordance with Section 262 of the Companies Act, 1956 and Article 185 of the Articles of Association of the Company, Shri Amrendra Verma was appointed as a Non - Executive Independent Director in casual vacancy with effect from November 5, 2012. Shri Amrendra Verma would hold office till the conclusion of the Annual General Meeting of the Company scheduled to be held on September 11, 2013.

The requisite notices together with necessary deposits have been received from a Director pursuant to Section 257 of the Companies Act, 1956, proposing the election of Shri Amrendra Verma as a Non-Executive Independent Director of the Company.

Director''s Cessation

Shri Anand Kumar, a Non - Executive Independent Director has resigned from the Board effective from November 5, 2012.

The Directors wish to record their gratitude and appreciation for the wise counselling and contributions by Shri Anand Kumar during his tenure as the Director of the Company.

Attention of the Members is invited to the relevant item in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

Auditors and their Observations M/s Gandhi Rathi & Co. Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the means of Section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Particulars of Employees:

The Ministry of Corporate Affairs has vide notification dated March 31, 2011, enhanced the limits for the purpose of disclosure of particulars of employees in the Directors Report as requisite under section 217 (2A) of the Companies Act. 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011.

Company is having Employees whose information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, amended as Companies (Particulars of Employees) Amendment Rules, 2011 are to be given.

However, pursuant to the provisions of Section 219(1 )(b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Members excluding the statement of particulars of employees. Any Member may obtain a copy of the said statement by writing to the Company Secretary at the registered office of the Company.

Subsidiary Operations:

As a purposeful strategy, your Company carries all its business operations through several subsidiaries and associate companies which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of a majority stake in existing enterprises.

Incorporation of step Down subsidiary:

During the year under review, following step down Subsidiary Company was incorporated through our step down subsidiary Solar Overseas Netherlands B.V. at Indonesia:

- P.T. Solar Mining Services.

Transfer of stake:-

- During the year under review, Solar Industries India Limited has transferred its 74% stake in Navbharat Coalfields Limited to Navbharat Fuse Company Limited on the terms and conditions defined in various definitive Agreements.

Subsidiaries Financial Statement

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated February 08, 2011, had granted an exemption to companies from complying with Section 212 of the Companies Act, 1956, provided such companies fulfil conditions mentioned in the said circular. Accordingly, the Board of Directors of your Company at its meeting held on May 27, 2013, approved the Audited Consolidated Financial Statements for the financial year 2012-13 which includes financial information of all its subsidiaries and forms part of this report.

The Consolidated Financial Statements of your Company for the financial year 2012-13, have been prepared in compliance with the applicable Accounting Standards and the Listing Agreement, where applicable, as prescribed by the Securities and Exchange Board of India.

The annual accounts and financial statements of the subsidiary companies of your Company and related detailed information shall be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary Companies for the financial year 2012-13. A statement of summarised financials of all subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by the Ministry of Corporate Affairs, forms part of this report.

Statement of Management''s Responsibility for Consolidated Financial Statements:

Management is responsible for the preparation of the Consolidated Financial Statements and related information that are presented in this report. The Board of Directors of your Company at its meeting held on May 27, 2013, approved the Audited Consolidated Financial Statements for the financial year 2012-13 and its subsidiaries in accordance with Clause 32 of Listing Agreement with the Stock Exchanges and Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India. The Consolidated Financial Statements of your Company for the financial year 2012-13, are prepared in compliance with applicable Accounting Standards based on the management''s estimates, assumptions and judgments where applicable as well as Listing Agreement as prescribed by the Securities and Exchange Board of India.

The Company has built adequate systems of internal controls aimed at achieving efficiency in operations, optimum utilisation of resources, effective monitoring and compliance with all applicable laws.

The Internal Audit function monitors the effectiveness of controls, and also provides an independent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework. The Audit Committee of the Board reviews major internal audit reports as well as the adequacy of internal controls.

Solar''s Corporate Governance Philosophy:

Corporate Governance philosophy of the Company is based on the principles of equity, fairness, transparency, spirit of law and honest communication. The Company believes that sound Corporate Governance is necessary to retain stakeholder''s trust and ensures efficient working and proper conduct of the business of the Company with integrity. Development of Corporate Governance guidelines is a continuous process which evolves over a period of time and undergoes changes to suit the changing times and needs of the business, society and the nation.

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and Management Discussion and Analysis along with necessary certificates is given elsewhere in this report. Also certificate by M/s Gandhi Rathi & Co. Chartered Accountants, Nagpur, Statutory Auditors of the Company, confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is annexed to this report.

Allotment of Equity Shares on Preferential basis:

The Company has entered into a Subscription- cum-Shareholders Agreement (SSA) with Oman India Joint Investment Fund (OIJIF) on August 16, 2012, pursuant to which an amount of Rs. 72,00,01,350/- has been received during the year from OIJIF towards subscription to equity shares in the Company.

In terms of the special resolution passed at the Extraordinary General meeting of the members of the Company, held on August 27, 2012, the Company was authorised to issue 7,74,195 Equity Shares to OIJIF, on preferential basis, at a price of Rs. 930/- per Equity Share, determined in terms of SEBI''s Issue of Capital and Disclosure Requirement (ICDR) Guidelines. Accordingly, the Board of Directors of the Company, at its meeting held on September 06, 2012, allotted 7,74,195 Equity Shares of Rs. 10/- each on preferential basis at a premium of Rs. 920/- per share to OIJIF.

Unclaimed application monies Received During Initial Public Offer

As per Section 205C of Companies Act, 1956; the Application Money received during Initial Public Offer (IPO) which have remained unclaimed and unpaid for a period of seven years from the date they became due for payment shall be credited to the Investor Education and Protection Fund (IEPF) administered by the Central Government and thereafter cannot be claimed by investors.

The Board in its Board Meeting dated April 8, 2013, has approved the transfer of Application Moneys amounting to Rs. 2,70,940/- (Rupees Two Lac Seventy thousand and Nine Hundred forty only) received during Initial Public Offer for allotment of Shares and lying in IPO Accounts due for refund to Investor Education and Protection Fund (IEPF) Account within the specified due date.

In view of the unpaid Dividends also, Members of the Company, who have not yet encashed their dividend warrant(s) may write to the Company immediately.

In accordance with newly inserted Clause 5A of Listing Agreement, the Company has identified 4 folios comprising of 134 equity shares of face value of Re.10/- each, which are unclaimed as on March 31, 2013. The Company has sent the reminders to the concerned shareholders in accordance with the said clause.

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 Clause 49 of the Listing Agreement with the Stock Exchange(s) in India.

CEO/CFO Certification:

As required under Clause 49 of the Listing Agreement, the CEO/CFO certification is attached with the annual report.

Director''s Responsibility Statement:

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended March 31, 2013, the applicable Accounting Standards have 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 and of the profit of the Company for that period.

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, 2013, have been prepared on a going concern basis.

Appreciation & Acknowledgement

Your Directors are thankful to the various Central and State Government Departments and Agencies for their continuous help and co-operation. The Directors are grateful to the various stakeholders, customers, shareholders, banks, dealers, vendors and other business partners for the excellent support received from them during the year under review.

Your Directors wish to place on record their sincere appreciation to all employees for their commitment and continuous contribution to the Company.

For and on behalf of the Board

Place : Nagpur (Styanarayan Nuwal)

Date : May 27, 2013 Director


Mar 31, 2012

To,The Members of Solar Industries India Limited;

The take pleasure in presenting 17th Annual Report of the Company together with the Annual Accounts (Standalone & Consolidated) for the year ended March 31, 2012.

Performance Highlights (Stand Alone): (Rs. in lacs)

Particulars 2012 2011

Gross Turnover 77820.87 57046.61

Less : Excise Duty 5446.16 3646.01

Net Turnover 72374.71 53400.60

Profit Before Interest, Depreciation And Taxation 11046.61 9379.31

Less : Depreciation 804.77 663.55

Profit before interest and taxation 10241.84 8715.76

Less : Interest 2008.81 1144.97

Profit before tax and exceptional item 8233.03 7570.79

Less : Exceptional item 315.04 -

Profit before tax 7917.99 7570.79

Less : Provision For Taxation 1829.39 2541.44

Net profit after tax 6088.60 5029.35

Balance brought forward 6644.41 4619.53

Balance available for appropriation 12733.01 9648.88

Appropriation:

Interim dividend 866.19 692.95

Proposed dividend 866.19 692.95

Tax on dividend 144.77 118.57

General reserve 2000.00 1500.00

Balance profit carried to balance sheet 8855.86 6644.41

Earning per share (Eps) 35.15 29.03

Performance Highlights (Consolidated): (Rs. in lacs)

Particulars 2012 2011

Gross Turnover 103169.43 72426.26

Less : Excise Duty 6411.94 4340.73

Net Turnover 96757.49 68085.53

Profit before interest, depreciation and taxation 19468.10 14797.95

Less : Depreciation 1278.14 766.21

Profit before interest and taxation 18189.96 14031.75

Less : Interest 2357.58 1266.53

Profit before tax and exceptional item 15832.38 12805.22

Less : Exceptional item 436.58 -

Profit before tax 15395.80 12805.22

Less provision for taxation 4254.51 4509.68

Net profit after tax 11141.29 8295.54

Share of profit transfer to minority 1020.94 735.88

Stock reserve 175.94 -

Balance brought forward 11401.31 8457.74

Balance available for appropriation 21697.60 16017.39

Appropriation:

Interim dividend 866.19 692.95

Proposed dividend 866.19 692.95

Tax on dividend 281.04 230.18

General reserve 4000.00 3000.00

Balance profit carried to balance sheet 15684.18 11401.31

Profit & Loss of Solar Capitals Limited - 1106.03

Earning per share (EPS) 58.42 43.64

Year in Retrospect:

Standalone Performance

- The total revenue of the Company for fiscal year 2012 stood at Rs.77,820.87 lacs as against Rs.57,046.61 lacs for fiscal year 2011 showing an increase of 36.42%.

- The EBIDTA increased by 17.78% from Rs.9,379.31 lacs in fiscal year 2011 to Rs.11,046.61 lacs in fiscal year 2012.

- Profit after tax witnessed a growth of 21.06% from Rs.5,029.35 lacs in fiscal year 2011 to Rs.6,088.60 lacs in fiscal year 2012.

- The net worth of the Company increased from Rs.22,756.90 lacs at the end of fiscal year 2011 to Rs.26,968.35 lacs at the end of fiscal year 2012.

Consolidated Performance

- The total revenue of the Company for fiscal year 2012 stood at Rs.1,03,169.43 lacs as against Rs.72,426.26 lacs for fiscal year 2011 showing an increase of 42.45%.

- The EBIDTA increased by 31.56% from Rs.14,797.95 lacs in fiscal year 2011 to Rs.19468.10 lacs in fiscal year 2012.

- Profit after tax witnessed a growth of 33.87% from Rs.7,559.66 lacs in fiscal year 2011 to Rs.10,120.35 lacs in fiscal year 2012.

- The net worth of the Company increased from Rs.31,603.96 lacs at the end of fiscal year 2011 to Rs.40,460.01 lacs at the end of fiscal year 2012.

Appropriations:

Dividend:

Summary of final dividend declared by the Company in the year 2011 and recommended for the year 2012 are given below:

(Rs. in lacs)

Final Dividend Rate of Amount Divided Total for the Year Divided of Divided Distribution tax Outflow

2011 40% 692.95 115.09 808.04

2012 (if approved by members) 50% 866.19 140.52 1006.71

Your Director pleased to recommend a final Dividend of Rs.5 per Equity Share of Rs.10 each. The Company had distributed an Interim Dividend of Rs.5 per Equity share in the month of November, 2011. The total dividend for the year ended on March 31, 2012 would accordingly be Rs.10 per Equity share (100% of face value) as against the total dividend of Rs.8 per Equity share (80% of face value) for the year ended on March 31, 2011. The total outgo due to Interim Dividend of the Company was Rs.1006.71 lacs, including dividend distribution tax as against Rs.808.04 lacs in the previous year. The Dividend payout Ratio of your Company is 19.89%.

Transfers to Reserves:

We propose to transfer Rs.4000 lacs (40% of net profit for the year) to the general reserve. An amount of Rs.15684.18 Lacs is proposed to be retained in the Profit & Loss account.

Credit Ratings:

CRISIL has reaffirmed its ratings of AA-/Positive (Outlook Revised from 'Stable') to the various bank facilities of Solar Industries India Ltd (SIIL). The ratings reflect SIIL'S strong market position, good operating efficiency (backed by prudent raw material procurement policies and backward integration), and strong debt protection measures. To arrive at its ratings, CRISIL has combined SIIL'S financial and business profiles with those of its subsidiaries.

In addition to long-term rating, CRISIL has also assigned A1 (Reaffirmed) rating to SIIL for short-term borrowing.

Directors:

Director's Retiring by Rotation

As per Section 256 of Companies Act, 1956 and provisions contained in Articles of Association of the Company provide, that at least two-third of our Directors shall be retiring by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election. Shri Satish Chander Gupta, Shri Dilip Patel, Shri Ajai Nigam and Shri Anand Kumar, retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting. Board of Directors have recommended their re-appointment for consideration of the shareholders.

Auditors and their Observations

M/s Gandhi Rathi & Co. Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Particulars of Employees:

There are no personnel, who were paid with the salary of a limit more than that specified under section 217 (2A) of the Companies Act. 1956.

Subsidiary Operations:

As a purposeful strategy, your Company carries all its business operations through several subsidiary and associate companies which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of a majority stake in existing enterprises.

Incorporation of Step down Subsidiaries:-

During the year under review following step down Subsidiary Company was incorporated through our step down subsidiary Solar Overseas Netherlands B.V.:

- Solar Explochem (Ghana) Limited

Acquisitions:-

During the year under review Solar Industries India Limited has increased its holding from 51% to 100% in Solar Mining Resources Limited.

In the year under review Solar Industries India Limited through its step down subsidiary Solar Overseas Netherlands B.V. has increased its stake from 54% to 74.50% in Ilci Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi (ILCI).

During the year under review, Company's step down subsidiary, Nigachem Nigeria Limited has allotted 90,909,091 additional shares to Nigerian Shareholders. This additional allotment has reduced the stake of Solar Overseas Netherlands Cooperatie U.A. from 70% to 55%.

Subsidiaries Financial Statement

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Solar's Corporate Governance Philosophy:

Corporate Governance philosophy of the Company is based on the principles of equity, fairness, transparency, spirit of law and honest communication. The Company believes that sound Corporate Governance is necessary to retain stakeholder's trust and ensures efficient working and proper conduct of the business of the Company with integrity. Development of Corporate Governance guidelines is a continuous process which evolves over a period of time to suit the changing needs of the business, society and the nation.

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and Management Discussion and Analysis along with necessary certificates is given elsewhere in this report. Also certificate by M/s Gandhi Rathi & Co. Chartered Accountants, Nagpur, statutory auditors of the Company, confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is annexed to this report.

Management Discussion and Analysis Report:

The Management's Discussion and Analysis on Company's performance, industry trends, future outlook and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented in this annual report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India.

CEO/CFO Certification:

As required under Clause 49 of the Listing Agreement, the CEO/CFO certification is attached with the annual report.

Pursuant to Notification dated February 28, 2011 issued by the Ministry of Corporate Affairs, the format for disclosure of financial statement prescribed under Schedule VI to the Companies Act, 1956 has been substantially revised. The financial results of the Company for the year ended March 31, 2012 have therefore been disclosed as per the revised Schedule VI. Previous year's figures have also been restated to confirm with the current year's presentation.

Statement of Management's Responsibility For Consolidated Financial Statements:

Management is responsible for the preparation of the Consolidated Financial Statements and related information that are presented in this report. The Board of Directors of your Company at its meeting held on May 25, 2012, approved the Audited Consolidated Financial Statements for the financial year 2011-12 and its subsidiaries in accordance with Clause 32 of Listing Agreement with the stock exchanges and Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India. The Consolidated Financial Statements of your Company for the financial year 2011-12, are prepared in compliance with applicable Accounting Standards based on management's estimates, assumptions and judgments where applicable as well as Listing Agreement as prescribed by the Securities and Exchange Board of India.

The Company has built adequate systems of internal controls aimed at achieving efficiency in operations, optimum utilisation of resources, effective monitoring and compliance with all applicable laws.

The internal audit function monitors the effectiveness of controls, and also provides an independent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework. The Audit Committee of the Board reviews major internal audit reports as well as the adequacy of internal controls.

Solar's Employee Stock Option Plan:

Shareholders have approved Employees Stock Option Scheme in December, 2011. A few options granted in December, 2011 have been technically surrendered and thus as at the end of the year, no option is outstanding.

Director's Responsibility Statement:

Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended March 31, 2012, the applicable Accounting Standards had been followed without any 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 and of the profit of the Company for that period.

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, 2012 have been prepared on a going concern basis.

Appreciation and Acknowledgement

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, stock exchanges and Central and State Governments for their consistent support and encouragement.

The Board places on record their appreciation for the support and co-operation that your Company has been receiving from its suppliers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be Company's endeavour to build and nurture strong links with mutually beneficial trade based on, respect to and co-operation with each other, consistent with consumer interests.

I am sure you will join our Directors in conveying sincere appreciation to all employees of the Company at all levels for their hard work and commitment and dedication. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry.

For and on behalf of the Board

Place : Nagpur (Satyanarayan Nuwal)

Date : May 25, 2012 Director


Mar 31, 2011

The Members;

We take pleasure in presenting Sixteenth Annual Report of the Company together with the Annual Accounts (Standalone & Consolidated) for the year ended 31st March, 2011.

Performance Highlights (Standalone):

(Rs. in Lacs)

Particulars 2011 2010

Turnover 56767.45 50185.51

Profit Before Interest, Depreciation And Taxation 9340.80 6752.12

Less : Depreciation 663.55 632.00

Profit Before Interest And Taxation 8677.25 6120.12

Less : Interest 1106.46 1201.04

Profit Before Tax 7570.79 4919.08

Less : Provision For Taxation 2541.44 1792.55

Net Profit After Tax 5029.35 3126.53

Balance Brought Forward 3513.50 2805.73

Balance Available For Appropriation 8542.85 5932.26

Appropriation:

Interim Dividend 692.95 606.33

Proposed Dividend 692.95 606.33

Tax On Dividend 118.57 206.09

General Reserve 1500.00 1000.00

Balance Profit Carried To Balance Sheet 5538.38 3513.50

Earning Per Share (EPS) 29.03 18.05

Turnover 72285.81 59019.32

Profit Before Interest, Depreciation And Taxation 14847.28 11199.78

Less : Depreciation 766.21 784.96

Profit Before Interest And Taxation 14081.07 10414.82

Less : Interest 1275.86 1335.98

Profit Before Tax 12805.22 9078.84

Less : Provision For Taxation 4509.68 3219.47

Net Profit After Tax 8295.54 5859.37

Share of Profit Transfer To Minority 735.88 0.00

Balance Brought Forward 8457.74 6017.12

Balance Available For Appropriation 16017.39 11876.49

Appropriation:

Interim Dividend 692.95 606.33 Proposed Dividend 692.95 606.33

Tax On Dividend 230.18 206.09

General Reserve 3000.00 2000.00

Balance Profit Carried To Balance Sheet 11401.31 8457.74

Earning Per Share(EPS) 43.64 33.82

Results of Operations:

Summary of Results for Fiscal Years 2011, 2010, and 2009

Percentage Percentage change 2010 change 2010 2011 2010 2009 versus 201 Oversus 2009

Revenue 72285.81 59019.32 53037.94 22.48% 11.28%

Operating Income 8295.54 5859.37 4413.63 41.58% 32.76%

Earning per share 43.64 33.82 25.48 29.04% 32.73%

Total gross turnover of your Company rose by 22.48 % from Rs. 59,019.32 Lacs in FY 2009-10 to 72,285.81 Lacs in FY 2010-11. The profit before interest, depreciation and tax (PBIDT), has increased by 32.57% from Rs. 11,199.78 Lacs in FY 2009-10 to Rs. 14,847.28 Lacs in FY 2010-11.

The Profit Before Tax (PBT) has increased by 41.04% from 9078.84 Lacs in FY 2009-10 to 12,805.22 Lacs in FY 2010-11 and the Profit After Tax (PAT) has increased by 29.02% from 5,859.37 Lacs in FY 2009-2010 to Rs. 7,559.66 Lacs in FY 2010-11.

Appropriations:

Dividend:

During the Year under review, your Directors had declared and paid interim dividend as per details given below:

(Rs. in Lacs)

Interim Dividend paid during the Rate of Dividend Amount of Distribution tax paid Total Outflow year ended 31st March, 2011 Dividend paid by the Company

Declared on 29th October, 2010 40% 692.95 115.09 808.04 and paid on 15th November, 2010

Your Director's are please to recommend a final Dividend of Rs. 4.00 per share (40% on a par value of Rs. 10) for the approval of members. The Final Dividend if declared as above would involve an outflow of Rs. 692.95 Lacs towards the Dividend {previous year Rs. 606.33} and Rs. 115.09 Lacs towards dividend tax {previous year 103.05 Lacs} resulting in a total outflow of Rs. 808.04 Lacs as against 709.38 in the previous year. The Dividend Payout Ratio of your Company is 21.38 %.

Transfers to Reserves:

We propose to transfer Rs. 3000 Lacs (39.68% of net profit for the year- to the general reserve. An amount of Rs. 2943.57 Lacs is proposed to be retained in the Profit & Loss account.

Credit Ratings:

CRISIL has re-affirmed its ratings of 'AA-/Stable/P1 ' to the various bank facilities of Solar Industries India Limited (SIIL). The ratings reflect Solar Industries India Limited's strong market position, good operating efficiencies (backed by prudent raw material procurement policies and backward integration), and strong debt protection measures. To arrive at its ratings, CRISIL has combined Solar Industries India Limited's financial and business profiles with those of its subsidiaries.

In addition to long Term rating, CRISIL has also assigned P1 rating to Solar Industries India Limited for Short term Commercial Paper.

Commercial Paper:

During the year under review, your Company has raised Funds through issue of Commercial papers of Rs. 25 Crores by earmarking the Working Capital Limit from Bank of India and State Bank of India.

Details of these Commercial Papers are summarised below:

Name of Bank From To Rate of Interest

Deutche Mutual Fund 25th May, 2010 24th August, 2010 5.40%

SBI Global 18th August, 2010 15th November, 2010 7.40%

Allahabad Bank 15th November, 2010 15th February, 2011 8.65%

Directors:

Directors Retiring by Rotation

As per Section 256 of Companies Act, 1956 and provisions containing in Articles of Association of the Company provide that at least two-third of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election. Mr. Manish Nuwal, Mr. Kailashchandra Nuwal, Mr. Kundan Singh Talesra, and Mr. Anant Sagar Awasthi, retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting. Boards of Directors have recommended their re- appointment for consideration of the Shareholders.

Director's Appointment

In accordance with Section 262 of the Companies Act, 1956 and Article 185 of the Articles of Association of the Company, Mr. Anand Kumar was appointed as a Non-Executive Independent Director in casual vacancy with effect from 29th October, 2010. Mr. Anand Kumar would hold office till the conclusion of the Annual General Meeting of the Company scheduled to be held on 10th August, 2011.The requisite notices together with necessary deposits have been received from a Director pursuant to Section 257 of the Companies Act, 1956, proposing the election of Mr. Anand Kumar as a Non-Executive Independent Director of the Company.

Director's Re-appointment

During the year under review, the Board of Directors had re-appointed Shri Satyanarayan Nuwal and Shri Roomie Dara Vakil as Executive Director for a period of 5 years and 3 years respectively from 1st April, 2011.

Director's Cessation

Dr. Rishi Narain Singh, a Non-Executive Independent Director has resigned from the board effective from 29th October, 2010.

The Board placed on record its deep sense of appreciation for invaluable contribution made by Dr. Rishi Narain Singh during his tenure as a Non-Executive Independent Director of the Company.

Auditors & Their Observations:

M/s Gandhi Rathi & Co. Chartered Accountants, Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

The notes to the accounts referred to in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

Particulars of Employees:

There are no personnel, who were paid with the salary of a limit more than that specified under section 217 (2A) of the Companies Act, 1956.

Subsidiary Operations:

As a purposeful strategy, your Company carries all its business operations through several subsidiary and associate companies which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of a majority stake in existing enterprises.

Amalgamation:

During the year under review, Solar Components Pvt. Ltd. (Wholly owned Subsidiary- amalgamated with Economic Explosives Ltd (Wholly owned Subsidiary- under the provisions of Sections 391 to 394 of the Companies Act, 1956.

The said company was amalgamated, as per the order of the Hon'ble High Court of Judicature at Bombay Nagpur Bench, Nagpur dated 1st September, 2010.

Incorporation of Step Subsidiaries:

During the year under review, following two step Subsidiary Companies were incorporated through our wholly owned subsidiary Solar Overseas Netherlands Cooperatie U.A.:

& Solar Explochem Mauritius Ltd. at Mauritius. & Solar Overseas Netherlands B.V. at Netherlands.

Acquisitions:

During the year under review, Solar Industries India Limited Acquired 54% stake, through its Step Subsidiary Solar Overseas Netherlands B.V in following two Companies at Turkey:

ILCI Patlayici Maddeler Sanayi ve Ticaret A.S.

Patlayici Maddeler San. ve Tic. A.S. ("Patsan"),

During the year under review, Solar Industries India Limited also acquired 70% stake, in Nigachem Nigeria Limited through its Subsidiary Solar Overseas Netherlands Cooperatie U.A.

Further During the year under review, Solar Industries India Limited Acquired 65% stake, in Solar Explochem Zambia Limited through its Subsidiary Solar Overseas Netherlands Cooperatie U.A.

In the year under review, Solar Industries India Limited acquired 100% stake, in Solar Overseas Singapore PTE Limited through its Subsidiary Solar Overseas Mauritius Limited.

In the year under review, Solar Industries India Limited acquired 80% stake, in Solar Mining Services Australia PTY Limited through its step Subsidiary Solar Overseas Singapore PTE Limited.

Exemption under section 212

We have 12 subsidiaries.

The Annual Report 2010-11 does not contain the financia statements of our subsidiaries, accordingly the Company will make available the audited annual accounts and related information of our subsidiaries, where applicable, upon request. These documents will also be available for inspection during business hours at our registered office in Nagpur, India. The same will also be published on our website, www.solarexplosives.com

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet, and Profit and Loss account of our subsidiaries to the Balance Sheet of Holding Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report.

Statement pursuant to section 212 (8) of the Companies Act, 1956 containing details of the Subsidiaries of the Company forms part of this Annual Report.

Current Holding Structure of Solar Industries India Limited

Company's Philosophy on Corporate Governance:

Corporate Governance philosophy of the Company is based on the principles of equity, fairness, transparency, spirit of law and honest communication. The Company believes that sound Corporate Governance is necessary to retain stakeholder's trust and ensures efficient working and proper conduct of the business of the Company with integrity. Development of Corporate Governance guidelines is a continuous process which evolves over a period of time and undergoes changes to suit the changing times and needs of the business, society and the nation.

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and Management Discussion and Analysis along with necessary certificates is given elsewhere in this report. Also certificate by M/s Gandhi Rathi & Co. Chartered Accountants, Nagpur, Statutory Auditors of the Company, confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is annexed to this report.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report forming part of Director's Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India, forms part of this Annual Report. The report provides strategic direction and a more detailed analysis on the performance of individual businesses and their outlook.

CEO/CFO Certification:

As required under Clause 49 of the Listing Agreement, the CEO/CFO certification is attached with the Annual Report.

Statement of Management's Responsibility for Consolidated Financial Statements:

Management is responsible for the preparation of the Consolidated Financial Statements and related information that are presented in this report. The Consolidated Financial Statements of the Company and its subsidiaries, which include amounts based on management's estimates and judgments, have been prepared in conformity with Accounting Standard 21 prescribed by The Institute of Chartered Accountants of India, forms part of this Annual Report and Accounts.

The Company designs and maintains accounting and internal control systems to provide reasonable assurance at reasonable cost that assets are safeguarded against loss from unauthorised use or disposition, and that the financial records are reliable for preparing Financial Statements and maintaining accountability for assets. These systems are augmented by written policies, an organizational structure providing division of responsibilities, careful selection and training of qualified personnel and a program of internal audits.

The Board of Directors, through its Audit Committee meets periodically with Management and Internal Auditors to discuss matters concerning Internal Controls and Financial Reporting.

Director's Responsibility Statement:

Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended 31st March, 2011, 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 and of the profit of the Company for that period.

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 31st March, 2011 have been prepared on a going concern basis.

Appreciation & Acknowledgement:

Your Directors wish to place on record their gratitude for the valuable guidance and support given by Government of India, various State Government departments, Financial Institutions, Banks, and various stake holders, such as, shareholders, customers, suppliers etc. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. Their dedication and competence has ensured that the Company continues to be a significant and leading player in an Explosives Industry. The Directors look forward to their continued support in future.

For and on behalf of the Board

Place : Nagpur (Manish Nuwal) Date : 19th May, 2011 Director


Mar 31, 2010

We take pleasure in presenting Fifteenth Annual Report of the Company together with the Annual Accounts (Standalone & Consolidated) for the year ended 31st March, 2010.

Performance Highlights (Standalone):

(Rs. in lacs)

PARTICULARS 2010 2009

Turnover 50185.51 45631.44

Profit Before Interest, 6851.12 6529.51

Depreciation And Taxation

Less : Depreciation 632.00 489.39

Profit Before Interest And 6219.12 6040.12

Taxation

Less: Interest 1300.04 2303.02

Profit Before Tax 4919.07 3737.10

Less Provision For Taxation 1792.55 1216.64

Net Profit After Tax 3126.52 2520.46

Balance Brought Forward 2805.74 2197.34

Balance Available For 5932.26 4717.80

Appropriation

Appropriation:

Interim Dividend 606.33 0.00

Proposed Dividend 606.33 779.59

Tax On Dividend 206.10 132.49

General Reserve 1000.00 1000.00

Balance Profit Carried To 3513.50 2805.73

Balance Sheet

Earning Per Share (Eps) 18.05 14.55



RESULTS OF OPERATIONS:

Total revenue of your Company rose by 11.28% from Rs. 53037.94 Lacs in FY 2008-2009 to Rs. 59019.31 Lacs in FY 2009-2010. The Profit Before Interest, Depreciation and Tax (PBIDT), has increased by 16.99% from Rs. 9573.33 in 2008-2009 to Rs. 11199.78 Lacs in FY 2009-2010.

DIVIDEND:

During the Year under review, your Directors had declared and paid interim dividend as per details given below:

(Rs. in lacs) Interim Dividend paid during the year ended Rate of Amount Distribution Total 31st March, 2010 Dividend of Dividend tax paid Outflow paid by the Company Declared on 27th january. 35% 606.33 103.04 709.137 2010 and paid on 18th February. 2010 18th February, 2010

Your Directors are please to recommend a final Dividend of Rs. 3.50 per share (35% on a par value of Rs.10) for the approval of members. The Final Dividend if declared as above would involve an outflow of Rs. 606.33 Lacs towards the Dividend {previous year Rs. 779.57} and Rs. 103.05 Lacs towards dividend tax {previous year Rs. 132.49 Lacs} resulting in a total outflow of Rs. 709.38 Lacs as against Rs. 912.06 in the previous year. The Dividend Payout Ratio of your Company is 24.21%.

CREDIT RATINGS:

CRISIL has re-affirmed its ratings of AA-/Stable/P1 + to the various bank facilities of Solar Industries India Ltd (SIIL). The ratings reflect SIILs strong market position, good operating efficiencies (backed by prudent raw material procurement policies and backward integration), and strong debt protection measures. To arrive at its ratings, CRISIL has combined SIILs financial and business profiles with those of its subsidiaries.

In addition to long term rating, CRISIL has also assigned P1+ rating to SIIL for short term Commercial Paper.

COMMERCIAL PAPER:

Our Company has raised Funds through issue of Commercial papers of Rs. 25 Crores @6.40% p.a. from Allahabad Bank by earmarking the Working Capital Limit from Bank of India & State Bank of India.

DIRECTORS:

Shri. Satyanarayan Nandlal Nuwal, Shri. Roomie Dara Vakil, Shri. Satish Chander Gupta, Shri. Dilip Patel are the Directors retiring by rotation under section 256 of Companies Act, 1956, at this Annual General Meeting and being eligible offer themselves for re-appointment.

The Board of Directors at its meeting held on October 27, 2009 appointed Shri. Ajai Nigam as Non Executive Independent Additional Director of the Company.

Shri. Ramesh Chandra Tripathi, Director has resigned from the board effective January 27, 2010.

The Board placed on record its deep sense of appreciation for invaluable contribution made by Shri. Ramesh Chandra Tripathi during his tenure as Independent Director of the Company.

AUDITORS & THEIR OBSERVATIONS:

M/s. Gandhi Rathi & Co. Chartered Accountants, Auditors of the Company will retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with Section 224(1 B) of the Companies Act, 1956.

The Board recommends their re-appointment.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There are no personnel, who were paid with the salary of a limit more than that specified under section 217 (2A) of the Companies Act, 1956.

SUBSIDIARY OPERATIONS:

During the year under review :

* Shares of Somu Steels & Power Limited (subsidiary) had been transferred to other shareholders by the Company therefore now it is not a subsidiary of Solar Industries India Limited.

During the year under review two new Overseas Subsidiary Companies:

* Solar Overseas Mauritius Ltd was incorporated at Mauritius.

* Solar Overseas Netherlands Cooperatie U.A. was incorporated at Netherlands.

The Company has applied to the Central Government pursuant to Section 212(8) of the Companies Act, 1956 for exempting the company from attaching a copy of Balance Sheet, Profit & Loss A/C and other documents in respect of Subsidiary Companies for the Year ended 31 st March 2010.

Statement pursuant to section 212 (8) of the Companies Act, 1956 containing details of the Subsidiaries of the Company forms part of Annual Report.

Annual accounts of the subsidiary companies are kept for inspection by any investor at the Registered Office of your Company as well as at the Registered Office of the respective subsidiary companies. Any investor interested in a copy of the accounts of the subsidiaries may write to the Company Secretary at the Registered Office of the Company.

INTERNAL CONTROL SYSTEM:

The Company has adequate internal control procedures commensurate with its size and nature of business.

The Company has appointed Internal Auditors who audit the adequacy and effectiveness of internal controls laid down by the Management and suggests improvements.

The Audit Committee of the Board of Directors periodically reviews the audit plans, internal audit reports, and adequacy of internal controls and risks management.

CORPORATE GOVERNANCE:

Pursuant to the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a report of corporate governance forms part of the Annual Report. A certificate by M/s. Gandhi Rathi & Co. Chartered Accountants, Nagpur, Auditors of the Company, confirming compliance of the conditions of corporate governance as stipulated under clause 49 of the Listing Agreement, is annexed to this report.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 prescribed by The Institute of Chartered Accountants of India, forms part of the Annual Report and Accounts.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CEO/CCO CERTIFICATION:

As required under Clause 49 of the Listing Agreement, the CEO/CCO certification is attached with the annual report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended 31st March, 2010 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 and of the profit of the Company for that period.

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 31 st March, 2010 have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of theBoard

(Manish Nuwal) Place: Nagpur Director Date : May 24.2010

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X