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.
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 |
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.
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.
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.
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.
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.
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
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.
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.
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.
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
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.
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.
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 |
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.
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.
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.
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.
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.
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.
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.
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.
In terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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
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% |
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
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.
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 COMPANYâS 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.
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.
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.
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 (âthe 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.
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.
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 COMPANYâS 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. Directorâs 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.
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
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
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 âAnnexure Aâ 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.
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
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).
Auditorsâ 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 âAnnexure B1 and B2â.
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 âAnnexure B3â
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 âAnnexure Câ 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 âAnnexure Dâ.
35. STATEMENT OF MANAGEMENTâS 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 (âBRRâ) 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. DIRECTORâS 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.
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
Directorâs Report
Dear Members,
The Board of Directors hereby submits the report of the business and operations of your Company (âthe Company'' or âSolar''), 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 (âAGM'') 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 âListing Regulationsâ). 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 (âthe 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 âMeetings of the Board of Directors'' and âGeneral 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. Directorâs 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 âAnnexure 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:
âAppointed 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).
Auditorsâ 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 âAnnexure Câ.
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 âCorporate Social Responsibilityâ (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 âAnnexure Dâ.
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 âAnnexure Eâ.
35. Statement of Managementâs 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. Directorâs 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 (âthe Company'' or âSolar''), 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 â. 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 Directorâs 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.
Directorâs 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 âAnnexure Aâ.
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 âAnnexure Bâ 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).
Auditorsâ 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 âAnnexure Câ.
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 âMake 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 âCorporate Social Responsibilityâ (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 âAnnexure Dâ.
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 âAnnexure Eâ.
28. Statement of Managementâs 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. Directorâs 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 (ASÂ21) 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