Annual Report Ref
Annual Report Ref
Annual Report Ref
Our continuous
expansion has
significantly
broadened our path to
success, giving us a
clear sense of purpose,
strategic business
goals, and a relentless
drive to pursue
emerging opportunities
in an ever-changing
environment.
ENERGISE
With this approach, we
are now highly energised
and confidently poised
to drive sustainable
value creation for our
ED
stakeholders in future.
Forward-looking statements
Refered pages to
read more within
the report
What’s
Inside
179-324
38 Manufactured Capital
42 Intellectual Capital
46 Human Capital
50 Social & Relationship Capital
Financial Statements
54 Natural Capital
179 Standalone Financial
58 Our Approach to ESG
Statements
59 Materiality Assessment
249 Consolidated Financial
60 ESG Strategy
Statements
62 Environment
70 Social
76 Governance
80 Board of Directors
81 Awards & Accolades
82 Corporate Information
Integrated Thinking
Our pursuit of excellence involves
the responsible utilization of
our resources to strengthen
value creation for our diverse Financial Manufactured Intellectual
stakeholders. By leveraging efficient Capital Capital Capital
financial strategies, exceptional
manufacturing capabilities, a
talented workforce, and innovative
solutions for our customers, we are
committed to promoting sustainable
business development.
About
Solar Industries
Our Our
Vision Mission
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Visionary management
Our management sets the
strategy and roadmap
for guiding the company
A dynamic supply chain
towards sustained growth. Focus on safety and quality
Our flexible and
We ensure stringent adherence
multi-modal supply chain enables us to
to safety protocols and strive
adapt to changing market conditions and
to deliver reliable, high-quality
deliver products to customers in a timely
products.
and cost-effective manner.
Core
competencies Robust research and
Large-scale integrated development
facilities We continue to remain
competitive in an evolving
Our integrated operations
market place by delivering
continue to boost operational
value-added products.
efficiencies.
Global
Presence
39
Manufacturing
facilities worldwide Middle East India Europe/ North & South
Balkans/Turkey America
75+
Africa Asia/
Oceania
Upcoming
countries
Footprints
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Solar Industries India Limited / Annual Report 2022-23
Milestones
Eshtablished
facilities in Zambia
and Nigeria
1996-2000 Ventured into Defence
Commenced production
of Packaged Explosives,
Bulk Explosives and
Detonators
2001-2005
Added Detonating Cord,
Cast-Boosters, PETN to
the Product Portfolio.
Started Manufacturing
3-layer Shocktubes &
Electronic Detonators
6
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
2016-2018
Established facilities for Multi
Mode Hand Grenade, Pyros, Ignitors,
2023
Warheads & Integration of Rockets Ranked amongst the TOP 5 Global
Explosives companies
Large Scale capacity for High
Energy Materials established Annual revenue crossed
USD 840 Million
Started TNT Plant
First private sector company to deliver
Started production of Solid Propellant
100% indigenous 30 mm ammunition to
Booster for BrahMos Missiles
the Indian Navy.
Commenced operations at South Africa
Recieved the First ever order for
Loitering Munition - NAGASTRA-1 by a
private company
2019-2022
Solar reached the momentous
25 year milestone
7
Solar Industries India Limited / Annual Report 2022-23
Chairman’s
Communiqué
At Solar, we place
utmost importance
on environmental
preservation, which guides
our product development,
process establishment,
and policy creation.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Gratitude
On behalf of everyone at Solar, I We express our heartfelt gratitude
would like to extend my sincere to our dedicated team, customers,
gratitude to all our people, management, and stakeholders who
customers, the Management and our have bestowed their unwavering
esteemed stakeholders for having trust and faith in our organisation.
faith in our vision and capabilities.
In the upcoming years, we intend Regards,
to continue creating sustainable
value for all while delivering on Satyanarayan Nuwal
stakeholder expectations. Chairman
11
Solar Industries India Limited / Annual Report 2022-23
Managing
Director’s Message
Defence is a very
different ballgame and
Solar has the necessary
facilities for high-energy
materials, propellants,
storage, and testing. This
makes us a one-stop-
shop for most defence
programs. To build on
this strength, we require
Capex to incorporate new
technologies and develop
new products.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
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Solar Industries India Limited / Annual Report 2022-23
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Solar Industries India Limited / Annual Report 2022-23
Ways We
Create Value
Our business model is designed to create
value for all stakeholders through an extensive
presence across the entire value chain.
Inputs
Financial Capital
J 18.10 crore Shareholder’s Fund
Mining Road &
J 910 crore Borrowings
Infrastructure
J 1683 crore Retained earnings
Bulk
Explosives
Packaged Well
Manufactured Capital Explosives sinking
J 471 crore CAPEX
39 Manufacturing facilities
J 2086 crore Gross block Capital
Raw Initiating Housing
Material Systems
Water
Intellectual Capital
J 58 crore R&D expenditure in last
5 years High Energy Defence
Packaging
Material
164 Professionals forming part of the
material
R & D and Quality Control Team
Our Primary
Products
Downstream
Inputs industries
Human Capital
ecosystem
8215 Total employees
J 352.72 crore Employee benefit
expenses
Manpower
91586 Training hours Propellants,
74577 Safety training hours & Warheads Space
Consumable Integration
Natural Capital of Rockets
670418 KL Water consumption Seismic
767931 GJ Energy consumed Exploration
Ammunition
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
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Solar Industries India Limited / Annual Report 2022-23
Proactively Engaging
with Our Stakeholders
To set priorities, assess risks,
highlight opportunities and
improve ethical business
practices, we engage with our
stakeholders. This participation
is crucial to identify favourable
outcomes for our businesses as
well as our shareholders.
Business partners
Customers
Our customers provide Product safety, quality and One-to-one interactions Financial
revenue, shape our brand reliability Site-visits capital
reputation, drive repeat Confidentiality in case of Customer meetings Social and
business, offer feedback sensitive contracts E-mails relationship
for innovation, and Operational efficiency Feedback Mechanism- Online capital
provide a competitive
Innovation Survey
advantage in the market. Natural
Digital Channels capital
Trial and improvement
Manufactured
programmes
capital
Intellectual
capital
22
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Employees
Our employees are at the Wellbeing and safety Employee engagement Human
core of all our operations. Fair wages and surveys capital
With self-supervised compensation as per Joint consultation system Manufactured
structures, we seek to industry standards Grievance mechanism capital
reward people fairly for Occupational health and Rewards and Recognition
their work, while assisting Intellectual
safety Face to Face interactions
them in identifying their capital
Growth opportunities Cultural events
purpose so that they
Talent and skill Trainings and Workshops
become the best they can
management
be with the Company. Their
knowledge and expertise in Diversity and inclusion
collaborating together are Learning and development
crucial to our development. Job security
Communities
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Solar Industries India Limited / Annual Report 2022-23
Risk Management
ENERGISED TO PRUDENTLY
MITIGATE RISKS
The Company relies on a robust and
integrated risk management process
that enables timely analysis and
evaluation of threats.
Our ability to comply with a regulatory Our capacity to anticipate and adapt to
framework empowers us to devise effective industry developments not only enables us to
risk mitigation strategies that help to minimise adverse impacts on the organisation
preserve the reputation and strength of our but also helps us to capitalise on emerging
business. opportunities.
Key Risks
High
R14
R8 R10
R7
R1
R4 R6
R13
Likelihood of Risk
Medium R15
R2
R12 R9
R3
R5 R11
Low
Low Medium High
Impact of Risk
24
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Financial Risks
Capitals
R1 Material Availability and Inflation Risk
impacted
Unforeseen events that cause disruption along the value chain might cause bottlenecks
FC
and a rise in material prices. The explosives sector has material supply and volatility risks
relating to chemicals, metals, minerals, and logistics.
Capitals
R2 Liquidity Risk
impacted
Liquidity risk refers to the risk of not being able to meet short-term financial obligations.
FC
Liquidity risk can arise from unexpected expenses, delays in payments, or changes in
market conditions.
25
Solar Industries India Limited / Annual Report 2022-23
Capitals
R3 Interest Rate Risk
impacted
The Company borrows funds from domestic and international market to meet its
FC
funding requirement.
The Company is subject to risks arising out of the fluctuations in the interest rates.
Capitals
R4 Foreign Exchange (FX) Risk
impacted
26
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Capitals
R5 Macroeconomic Risk
impacted
The explosives industry is highly cyclical, with demand typically linked to the mining, FC
construction and infrastructure sectors. Economic downturns can reduce demand for
Explosives impacting the operational and Financial performance of the Company.
IC
Response and mitigating actions Opportunities arising from this risk
Capitals
R6 Customer Experience and Retention Risk
impacted
Customer demand for explosives can be volatile and subject to fluctuations in commodity IC
prices, global economic conditions, and other factors.
S&RC
Response and mitigating actions Opportunities arising from this risk
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Solar Industries India Limited / Annual Report 2022-23
Capitals
R7 Reputational Risk
impacted
Operational Risks
Capitals
R8 Supply Chain Resilience Risk
impacted
The Company is subject to a variety of supply chain risks related to raw material MC
availability, transportation, regulatory compliance, and supplier relationships.
S&RC
Response and mitigating actions Opportunities arising from this risk
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Operational Risks
Capitals
R9 Supply Chain Resilience Risk
impacted
The Company is subject to a variety of supply chain risks related to raw material MC
availability, transportation, regulatory compliance, and supplier relationships.
S&RC
Response and mitigating actions Opportunities arising from this risk
Capitals
R10 Obsolescence Risk
impacted
Technology is advancing at an unprecedented rate, and this creates the risk that existing
IC
technologies used in the production of explosives may become obsolete. This could lead
to loss of productivity, higher costs and an inability to keep up with competition.
We also keep a close eye on the rapidly I ncrease our production and
evolving technological landscape efficiency as a result of technological
and make investments in systems advancement.
and procedures that help us increase
operational efficiency.
e are maintaining close relationships
W
with technology providers and investing
in R&D to identify new and innovative
technologies.
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Solar Industries India Limited / Annual Report 2022-23
Capitals
R11 Cybersecurity Risk IC
impacted
Cybersecurity risks are related to the unauthorized access to control systems, data
breaches, and potential cyber-attacks targeting critical infrastructure.
ESG Risks
Capitals
R12 People Risk
impacted
People risk in the explosive industry refers to the risk of not having enough qualified and
HC
experienced employees available to perform critical tasks, which can lead to delays,
increased costs, and reduced productivity.
Capitals
R13 Safety, Health and Environment (SHE) Risk
impacted
The nature of Company’s business operations exposes its employees and society to a HC
wide range of Health, Safety and Environmental risks. The Safety, Health and Environment
includes safety lapses and technical complexity in Business operations.
NC
Response and mitigating actions Opportunities arising from this risk
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Capitals
R14 Regulatory Compliance Risk
impacted
Capitals
R15 Carbon Intensive Material Risk
impacted
As the world shifts towards a low-carbon economy, the organisation may face regulatory FC
risks associated with climate change. These risks may include increased regulations on
the use of carbon-intensive materials and technologies, as well as new regulations aimed
S&RC
at reducing greenhouse gas emissions.
We
are adopting more sustainable business Developing new, low-carbon products
practices and promoting transparency and and technologies that can meet the
accountability in the supply chain. demands of a changing regulatory
landscape.
We are constantly assessing our emissions
and setting rigorous targets. Accelerating the process of
decarbonisation and implementing
An integrated production system that
initiatives along the value chain.
promotes resource recycling and waste
reduction has been incorporated. Promoting the use of renewable energy
sources to meet energy needs.
We are implementing energy-saving
measures to lower our overall energy Developing innovative ideas for
consumption. reducing costs and emissions.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Revenue
PAT
ENERGISED
FY 2009-2013 FY 2014-2018 FY 2019-2023
33
Solar Industries India Limited / Annual Report 2022-23
Financial Capital
SDGs covered
34
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
75% 33%
growth, we rely on
strategic financial
decisions. In the days
Net Sales (Y-o-Y) Market Cap (Y-o-Y) ahead, it is expected
to diversify our revenue
35
36
FY19 1238 FY19 276.80 FY19 2461.57
PAT
Net Sales
Net Worth
FY20 1380 FY20 278.67 FY20 2237.30
(H in crore)
(H in crore)
(H in crore)
EBITDA
Market Cap
FY21 18 FY21 11560 FY21 536.02
Return on Networth
FY22 23 FY22 25359 FY22 766.92
(%)
(H in crore)
(H in crore)
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
1685
2084
2469
3234
32
23
21
27
37
FY20
FY20
FY23
FY23
FY22
FY22
FY19
FY19
FY21
FY21
Solar v/s BSE Mid Cap Apr - Mar 2023
5000 29000
4800
4600
27000
4400
4200
4000 25000
3800
3600
3400 23000
3200
3000
21000
2800
2600
2400 19000
37
Solar Industries India Limited / Annual Report 2022-23
Manufactured Capital
ENERGISED TO SCALE UP
SDGs covered
38
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
39 459549 MT
our capabilities through inorganic
growth initiatives and remain
dedicated to meeting the industry’s
Manufacturing facilities Sales Volume requirements by focusing on high
worldwide quality and safety standards.
By optimizing our operational
procedures and leveraging
8,06,624 4
innovative technology, we are
developing a seamless supply
chain, improving efficiency,
Multi-mode Hand Grenades Brahmos assembled Booster Motor optimizing raw material mix,
(MMHG) supplied to Armed forces supplied to BAPL and reducing waste to achieve
sustainable and profitable growth.
39
Solar Industries India Limited / Annual Report 2022-23
ISO 9001-2015
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
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Solar Industries India Limited / Annual Report 2022-23
Intellectual Capital
SDGs covered
42
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
100+
Projects by Digitalization
Automation Research Team in
last 3 years
43
Solar Industries India Limited / Annual Report 2022-23
Incorporating Proficient
Advanced Research and
Technologies Development
Centre
To gain an early-mover
advantage, we at Solar Our exceptional R&D
have always proactively capabilities have served as
incorporated the latest the cornerstone of our growth
technological advancements story. With a dedicated
into our operations to team of skilled engineers,
improve product as well scientists and researchers,
as process efficiency. we are consistently raising
Throughout our journey, we the bar for ourselves, pushing
have promoted technological the boundaries of innovation.
innovation to support cutting- By investing significantly in
edge processes and upgrade R&D, we also consistently
our infrastructure to meet build on our R&D capabilities,
the best industry standards. knowledge and expertise,
We have developed a unique staying ahead of the
digital B2B portal, ensuring competition.
logistics planning and
the timely dispatch of our To create an efficient
products. and technologically
advanced R&D facility, we
Our future outlook remains have developed a ‘Centre
promising, as we will be of Excellence’. This is a
able to sustain our order sophisticated, state-of-the-
flows for the next few years art laboratory for high-energy
by leveraging the exclusive materials. This centre has
transfer of technology also been accredited by the
(Pinaka rocket, BrahMos National Accreditation Board
propellant) to the leading for Testing and Calibration
providers of defence Laboratories (NABL) to
consumables. Moreover, we support our endeavours.
are zeroing in on innovative
projects to encourage growth,
such as the high-mobility LR
precision rocket system and
counter drone technologies,
in addition to being a
strategic investor in Skyroot
(space) and ZMotion (UAV).
44
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
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Solar Industries India Limited / Annual Report 2022-23
Human Capital
ENERGISED WITH A
STRONGER TEAM
At Solar, our focus remains
on creating a people-centric
workplace where diversity and
inclusion are prioritised. Keeping
employee-wellness at the core
of our efforts, we continue to
nurture a harmonious work culture
that fosters personal as well as
professional development.
SDGs covered
46
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
1,33,21,289 3035
to stay ahead of the curve through
comprehensive training and development
programs while creating a positive
Hours of injury free work Training and development work culture that prioritizes employee
sessions covered engagement, well-being, work-life balance,
and professional growth. By doing so, we
aim to strengthen our human resources and
Zero 91586
Employee complaints Total Training hours
under Vigil Mechanism
47
Solar Industries India Limited / Annual Report 2022-23
Grievance Redressal
Our work culture encourages
employees to communicate
their concerns with
immediate managers or
supervisors. Every quarter,
employees are given an
opportunity to interact with
the top management. We
have also developed a robust
grievance redressal procedure
to manage workplace
disputes and maintain a
cordial environment.
48
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Employee Benefits
We believe that fostering
a healthy work-life
balance will ensure the
wellbeing of our people,
boost professionalism
and encourage character-
building, while leading
to organisational growth.
Following this, we have
introduced numerous
changes in work patterns.
We offer our employees
several benefits including a
competitive compensation
structure, on the job learning
and development and
exposure to diverse roles and
opportunities.
49
Solar Industries India Limited / Annual Report 2022-23
ENERGISED TO NURTURE
ENDURING BONDS
Our company places a high priority
on fostering positive and cooperative
relationships with all stakeholders
through the establishment of long-lasting
partnerships built on trust, loyalty, and social
responsibility. Our focus is on meeting the
changing needs of our customers, promoting
transparency and sustainability within our
business, and driving inclusive growth in the
communities we serve. We have developed
a robust ecosystem that empowers us to
deliver on our commitment to creating value
for all our stakeholders.
SDGs covered
50
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
H8.70 crore
been integral to our continued success and
growth. Prioritizing clear communication
and transparency with stakeholders through
Amount spent on CSR regular engagement, surveys, meetings, and
events has helped establish trust among
all stakeholders. Moreover, our continued
H34 crore
investment in social and economic
development initiatives are strengthening
strong relationships with our stakeholders.
CSR Spent in last 5 years
51
Solar Industries India Limited / Annual Report 2022-23
As part of our community development initiatives, we are focusing our efforts on three key areas:
Education
Healthcare
Women health
and hygiene
52
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
51943
200+ 7650+ Shareholder’s Base
Customers with more than No. of Suppliers across as on March 31, 2023
10 years association value chain
1.81
13.99
73.15
6.62
4.43
Promoters
Public
Mutual Funds
Others
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Solar Industries India Limited / Annual Report 2022-23
Natural Capital
ENERGISED TO SAFEGUARD
THE PLANET
Solar Industries is committed
to prioritise environmental
sustainability, while
constantly focusing on efforts
to reduce greenhouse gas
emissions, conserve energy,
water and minimise waste
production.
SDGs covered
54
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
65,787 5179
and commit to implementing practices that
KL promote ecological balance. This involves
Metric Tons reducing our carbon footprint by minimizing
Water Recycled energy consumption, switching to renewable
Waste Recycled/Disposed energy sources, and adopting eco-friendly
practices to reduce waste.
18%
Green energy
55
Environment Social
Governance
Solar Industries India Limited / Annual Report 2022-23
CREATING VALUE
FOR EVERYONE
At Solar, we are committed to meeting the needs
of our stakeholders and contributing to the
development of our country. As our operations
have expanded over the years, we have become
increasingly focused on conducting our
business responsibly and sustainably.
To this end, we have defined our purpose as 'Innovating a Sustainable Future' and we are progressive on
our journey for identifying areas where we can improve our operations and create a positive impact on
the environment and our people through ethical and transparent business practices. Thus, we are more
ENERGIZED to create better value for our stakeholders and grow our operations further.
Solar is resolute to
integrate sustainability
in its core and is striving
to focus on safety,
quality, reliability along
with creating a positive
effect on the environment
and people.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Materiality Assessment
UNDERSTANDING MATERIAL
ISSUES OF OUR BUSINESS
Solar places a significant emphasis on conducting
business responsibly. We recognize and address
significant issues that are pertinent to our business
and raised by our stakeholders to achieve long-term
success.
Our sustainability strategy development process relies heavily on materiality assessments to identify, prioritize,
track, and report the most important sustainability issues. This plays a critical role in our efforts to ensure
responsible business practices.
We have aligned our material focus areas with United Nations Sustainable Development Goals (SDGs) to ensure
long-term development and growth.
Impacted
Capital Natural Capital Manufactured Capital Financial Capital
Social and
Relationship Capital
Impacted
SDG’s
59
Solar Industries India Limited / Annual Report 2022-23
ESG Strategy
01 02
03 04
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
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Solar Industries India Limited / Annual Report 2022-23
Environment
BEING RESPONSIBLE
TOWARDS OUR PLANET
SDGs covered At Solar, environmental
protection is a central
theme that is prioritized
when developing products,
establishing processes, and
creating policies.
In order to achieve sustainable operations and
development, we continually seek out new processes,
invest in technologies, and pursue initiatives aimed at
enhancing eco-efficiency. This helps us reduce our reliance
Strategic Pillar on various resources, minimize our negative impact on the
Linkage: environment, and ultimately benefit our stakeholders.
16%
Key Manufacturing Sites are
Zero Liquid
Reduction in Total
9%
3
Water Conservation
and Management
Reduction in Total Water
Emissions Intensity
18%
Renewable Energy share in the
total energy mix
5 Biodiversity
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Climate Resilience,
Energy and Emissions
Our aspiration to become a
pioneer in combating the adverse
impacts of climate change while
creating value for our stakeholders
enables us to innovate, enhance
and build better products. Our
nature of operations requires us
to monitor the potential impacts
our operating activities. We are and partners to implement
of climate change on our business
continuously exploring innovative sustainable solutions across our
and work towards reducing
technologies and practices to value chain.
greenhouse gas (GHG) emissions.
reduce our energy consumption
As part of our commitment to The RE share against the total
and increase our use of renewable
reducing GHG emissions, we have energy consumption was 18%. The
energy sources. Additionally, we
implemented various initiatives to energy intensity has decreased by
are collaborating with suppliers
minimize our carbon footprint from 16% from FY 2021-22.
Our Initiatives
We carried out several initiatives which are enabling us to reduce our energy consumption and reduction in emissions.
In a manufacturing process, a change was made We are aware that internal combustion (IC) engine
to the electrical configuration of the motors. vehicles contribute significantly to greenhouse gas
The change resulted in a reduction in energy (GHG) emissions. To mitigate our impact, we have
consumption and a significant decrease in cost. begun phasing out the usage of IC engine vehicles
In other processes we switched to more energy and transitioning to electric vehicles (EVs). This
efficient pumps thus enabling us to reduce our transition has led to a reduction in emissions and
electricity consumption. has also resulted in cost savings for us.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
15,946
17,794
17,151
places a strong emphasis on risk
Biomass is a sustainable
management, wi th a dedicated
and environmentally friendly
Risk Management Committee
alternative to coal, made from 26
that carefully considers the
green waste. Popular in developing
nature, scale, and complexity
countries, they emit low emissions
of the business. The committee
and come with tax exemptions, 19
supports the Solar Group ESG by
making them attractive to those
14 ensuring that all significant risks
looking to reduce their carbon
are identified, assessed, and
38,730
45,091
footprint. Solar is committed to
that appropriate risk mitigations
reducing its carbon footprint by
46,049
are implemented. One of the key
exploring the use of biomass fuel,
risks that Solar has identified
conducting a feasibility study,
is “Climate Change,” and we
and partnering with suppliers who
FY21 FY22 FY23 are committed to taking the
specialize in renewable energy.
Scope 1(tCO2e)
necessary steps to address this
The company is investing in new
risk. Our risk management efforts
technologies and establishing Scope 2(tCO2e)
aim to ensure the sustainability
a committee to oversee the Emission Intensity of our operations and to minimize
transition to biomass fuel. By (tCO2e/ Turnover) the impact of potential risks
adopting biomass, we at Solar
on our stakeholders, including
are taking significant steps
our customers, employees,
towards resource efficiency and a
suppliers, shareholders, and the
sustainable future.
communities in which we operate.
Effective risk management is
Share of clean fuel Total Energy Consumption critical to achieving our long-
term growth and delivering value
to our stakeholders.
143,160
73,707
287,946
163,470
79,719
73,988
282
199 167
GJ
287,946
358,982
327,329
597,719
509,564
604,461
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Solar Industries India Limited / Annual Report 2022-23
Our inability to reduce carbon We are implementing At two of our several sites,
emission, adhere to regulatory various energy conservation we have already implemented
limits and undertake limiting initiatives to decrease our use of renewable energy
measures may have an impact on overall energy consumption. additionally we are exploring
our operations and reputation. the adoption of renewable
We are committed to energy sources to meet our
accelerating decarbonisation energy requirements.
efforts and driving action
throughout our value chain. We have implemented
an integrated production
To ensure that we are meeting system that promotes
our sustainability goals, we resource recycling and
regularly review our emissions waste reduction. Our team
and establish strict targets to is actively brainstorming
reduce them. innovative methods to
decrease both our emissions
and costs.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Water Stewardship
At Solar, we recognize the
importance of water conservation
and have implemented world-class
systems to ensure responsible
water usage in our operations.
We continuously monitor and
evaluate our water consumption
and implement measures to reduce
our usage and improve efficiency.
Additionally, we are committed to
protecting the quality of our water
sources by implementing best
practices to prevent contamination
and minimize our impact on nearby
water bodies. We believe that it
is our responsibility to be good
stewards of our natural resources,
including water. Therefore, we
strive to promote sustainable
water management practices
throughout our value chain,
working collaboratively with our
suppliers and partners to minimize
water usage and protect water
sources.
146
uses MBBR technology to handle areas where water wastage can
sewage effluents. occur. We have taken steps to fix
issues such as overflowing tanks
As a result of water conservation
and leakages in our facilities. In
interventions, we have secured our
addition to that, we have focused
water supply for our operations.
on creating more awareness
We have not been subjected to
among our employees about
any water-related incidents such
responsible water usage. These
as plant closures, or interruptions
efforts have led to a reduction in
in operations that may have had
our water consumption and cost
substantial impacts on revenue or
savings.
cost in the past four fiscal years.
65,787
When compared to FY 2021-22, we
FY22 FY23
have reduced our water intensity
by 9% in FY 2022-23.
Water Intensity (KL/turnover)
Water Recycled
FY 2022-23 (KL)
40,771
Water Recycled
FY 2021-22 (KL)
67
Solar Industries India Limited / Annual Report 2022-23
Our Initiatives
01 02 03
Waste compactors are employed At Solar, we have upgraded the We have identified the waste
to reduce waste volumes. The effluent collection system to materials that can be reused and
machines push the waste together direct the effluent transfer to the recycled, leading to a reduction
into smaller volumes that make collection tank which solved not in waste generation. Additionally,
it easier to recycle and reduces only the clogging problem and we raised awareness among
the number of waste collections rainwater load but also the trip/ our employees regarding the
needed to remove the materials. fall hazards can be avoided. importance of waste reduction.
As a result of these efforts, we
were able to reduce our resource
consumption and ultimately saved
costs with minimal effort.
Waste Generation
Parameter Units FY 2021-22 FY 2022-23 MT
3,947
1,232
68
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
69
Solar Industries India Limited / Annual Report 2022-23
Social
70
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
12.50
7.75
Our adherence to ESG HR norms
At Solar, we prioritize the
has helped us create a positive
capabilities of our workforce in
workplace culture, attract and
areas such as customer focus,
retain talent, and enhance our
organisational performance,
reputation and brand image.
innovation, environmental health
Moreover, we are committed to and safety, and corporate ethics.
making a positive impact on In order to stay responsive to
the community surrounding our changing business needs, we
operations. By fostering a healthy regularly analyse and refine
FY22 FY23 our training infrastructure,
work environment, we aim to
enhance the quality of life for methodology, and programs. Our
Category strong learning culture supports
those who live near our impact
zones and to promote goodwill in the implementation of top-
society. At Solar, we are proud to notch learning and development
be more than just a business; we Hiring and Retention programs that can be adapted
are a force for positive change in to meet the evolving needs of our
At Solar Group, we recognize the employees at all levels. We are
our community and beyond.
importance of attracting and proud to report that over 100% of
retaining top talent in order to our employees, including casual
achieve our business goals. Our
Our Employees recruitment policies are designed
workers and those with disabilities
who are exposed to hazardous
Diversity and Inclusion to attract the brightest minds manufacturing processes, received
from vocational and university safety and skill-upgrading training
Diversity refers to the unique blend programs, with a focus on diversity from the company in the past
of similarities and differences and inclusion. Our compensation fiscal year. As part of our people
that each employee brings to the policies comply with all legal strategy, we place a strong
workplace, while inclusion involves and regulatory requirements, and emphasis on employee training
creating an environment where we uphold the highest ethical and development, and continue
employees feel valued, respected, standards through effective risk developing our workforce for
and supported by the company. Our management and controls. We long-term relevance, competitive
commitment to non-discrimination also offer a comprehensive advantage, and growth, we
extends to all aspects of diversity, benefits package, including prioritize flexible and adaptive
including but not limited to gender, parental leave and insurance, to training programs.
ethnicity, age, sexual orientation, ensure that our employees are
language, religion, and any other supported and valued.
characteristic.
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Solar Industries India Limited / Annual Report 2022-23
100%
employee engagement surveys responsibility but also essential
to monitor employee feedback, a for business success. We follow
performance management system, a comprehensive approach to
Employees trained on Health determine wages, which includes
among others. We believe that
and Safety initiatives factors such as industry standards,
these practices and processes will
enable us to enhance our employees’ skill level, experience, and local
productivity, job satisfaction, and cost of living. Providing fair wages
Employee Engagement, retention rate, resulting in increased not only fosters a positive work
organisational growth and success. environment but also helps in
Recognitions and Benefits
Moreover, we remain committed attracting and retaining skilled
Our organisation is currently to continually improving these employees, leading to increased
prioritizing digitalization and practices and processes to align productivity and profitability.
has implemented various robust with our evolving needs and the By ensuring equitable wages,
human resource practices and changing business environment. we strive to contribute towards
reducing income inequality and
improving the quality of life for our
employees and their families.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Emergency preparedness strategy Drills and Exercises: We conduct regular mock drill to identify the gaps
comprises the following elements: in the existing emergency preparedness plan and further improve the
response process.
Risk Assessment: We conduct
preliminary risk assessment to
identify prospective dangers and
their chance of happening.
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Solar Industries India Limited / Annual Report 2022-23
Our Initiatives
Supply Chain Some of our vendors have even Vendor Management Process
customized their processes to meet Our vendor onboarding process
Management our needs and supplied products
that meet our specifications.
At Solar, we recognize the vital Vendor Management Process
role of our supply chain partners in To further strengthen our supply Our vendor onboarding process
our business success. We prioritize chain management, we have Vendor
engagement with all our suppliers significantly digitized our Indentification
through constant dialogue, operations. This enables us to ● Assessing the pre-
cultivating strong relationships, equalification
quickly evaluate, onboard, and details of the
and urging them to embrace validate suppliers at various stages vendor
responsible supply chain practices. of our value chain. Their knowledge,
Vendor Registration
products, and services enable us to
Supporting small and local on portal
bring value to our customers. ●
businesses in the areas where our Filling in Business
details, SPOC,
plants are located is important to Our aim is to have a deeper and financial
us, as it creates jobs and builds engagement with our suppliers to information
stronger communities. External increase social and environmental
suppliers and contractors generally awareness and continuously Vendor Verification
prefer hiring workers from nearby improve their sustainability ● Due dillgence
communities, further contributing performance. By collaborating of the provided
to local economic growth. information and
closely with our suppliers, we can compliance to
ensure that we meet our customers set policy
We also prioritize the health
needs while contributing to a better
and safety of our employees and
world. We work with local vendors Vendor Onboarded
partners. We work closely with
on our projects to ensure timely and ● Registering
our vendors to strengthen their
efficient acquisition of supplies, the vendor
occupational health and safety information into
improving the overall experience.
requirements across all our plants. our systems
74
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
75
Solar Industries India Limited / Annual Report 2022-23
Governance
5 R&D
76
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
2 Functional
diversity
Employee Customer Corporate Stakeholder
This factor considers directors
Wellbeing Satisfaction Social Engagement
who have knowledge and
Survey & Responsibility
experience in different domains
Monitoring Policy
such as finance, legal, risk
management, and other
industries to bring a broad
range of perspectives to the Our comprehensive approach to sustainability ensures that we are
board. addressing all facets of our business operations and demonstrates
our commitment to making a positive impact on the world around us.
We believe that by incorporating these policies into our day-to-day
operations, we can create a sustainable business that benefits all
stakeholders, including our employees, customers, and communities.
3 Stakeholder
diversity
77
Solar Industries India Limited / Annual Report 2022-23
Business Conduct
Ethical governance is a top priority working to boost the morale of everyone is fully aware of their
for Solar, and we consider it to be our organisation, management, responsibilities in maintaining
one of our most valuable assets. and employees to ensure that our appropriate workplace behaviour.
Our ongoing efforts include the actions and operations align with This encompasses a wide array
implementation of significant our business ethics principles. of subjects that are critical in
measures customised to cultivating transparency and
demonstrate and integrate ethical We enforce a comprehensive encouraging effective functioning
values and behaviour standards Code of Conduct policy that throughout the organisation.
throughout all levels of the extends to all levels of personnel,
organisation, in order to promote including Board Members, Key
a culture of high discipline and Managerial Personnel, Employees,
conduct. In addition, we are and Workers. This policy serves
as a guide to ensure that
Conflict of
interest
Reporting and
discouraging illegal Business
and unethical relationship
behaviour
Transparancy and
ethical conduct Privacy and
confidentiality
Opportunities and
Anti-competitive
practices
78
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Human Rights
Our Company operates in a heavily In addition to government Comprehensive access
regulated industry, and , we advocacy efforts, Solar's control measures are used
maintain the utmost commitment regulatory affairs and government for providing access to
to adhere to the legal compliance affairs teams represent the resources on need-to-know
standards . A core component of Company's stance to various trade basis and least privilege
this commitment is our steadfast associations, including FICCI, principle, while providing
dedication to upholding human CII, SAFEX International, EMWA, centralized manageability for
rights. We believe that respecting QCFI, and Vidarbha Industries access authentication and
and advancing human rights is not Association. They also participate authorization.
only a legal obligation but a moral in meetings with regulatory bodies
imperative that transcends legal as representatives of these trade Secure mailing and messaging
requirements. associations. systems is implemented.
Spam gateway is configured
To this end, we take a proactive to prevent email spoofing,
approach in ensuring that our Information & Cyber identical mail domains, email
policies and practices align phishing and malicious links.
with our human rights values. Security
This includes providing equal Vendor risk management
Our organisation focuses on framework is provisioned to
opportunities for all employees
Information security best practices evaluate, assess, approve,
and implementing measures to
to ensure data privacy and review, control, monitor
improve workplace safety. We
safeguard sensitive information, and manage the risks and
are committed to continuously
this are crucial components of materiality of all the vendors
evolving our practices to ensure
our risk management framework, and outsourced activities.
that we are creating a positive and
and we prioritize upholding their
inclusive work environment that
requirements to ensure our data's Content filtering / Anti-
respects human rights and enables
security and privacy. Phishing services is subscribed
our employees to thrive. We have
to, from external providers,
a zero tolerance for any kind of Our Information Security practice to restrict access of un-
harassments and human rights outlines measures and controls appropriated website.
violations. to protect information assets'
confidentiality, integrity, and The Data Privacy Policy focuses
In FY 2022-23, no cases were filed
availability as per ISO 27001:2013. specifically on personal data
on human rights abuse.
privacy, detailing procedures,
We have business continuity and and controls to comply with
incident response procedures in regulations and mitigate related
Policy Advocacy place, which we test annually. risks. Additionally, we continuously
Our organisation has an advocacy implement new cybersecurity
Comprehensive inventory
policy that aligns with the measures, including advanced
of Information Assets
principles of trade associations technologies and regular testing
(Hardware, Software, Service,
and a code of conduct to enhance and updating, to stay ahead of
etc.) is being maintained
transparency. This policy is potential threats. We also provide
to enable risk assessment
communicated throughout the information security awareness
and implementation of
Company and displayed on the emails to employees and training
proportionate Cyber Security
website. Implementation is to end users.
controls and efforts. Risk
overseen by the Managing Director, assessment is being done on We take the security of our
with monitoring by the SCRC, every quarter which covers all products and the data they handle
which also reviews any grievances area of information security. seriously and are committed to
or complaints. The responsible
maintaining a robust cybersecurity
Committee of the Board reviews Periodic security assessment of
system to prevent breaches or
the SCRC report annually to ensure internet / intranet applications,
data loss. The risk management
that the Company remains aligned network devices and servers
committee oversees information
with its principles and core are conducted along with
and cyber security.
elements. threat mitigation strategy of
the observed vulnerabilities.
79
Solar Industries India Limited / Annual Report 2022-23
Board of
Directors
80
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Awards &
Accolades
First Indian
First company for clearing
HSE Excellence
in Transportation, successful successful flight
Distribution and dispatch of trials of Nagastra
Storage BrahMos Booster by (Loitering Munition) by
Private industry. competing with foreign
OEMs.
Successful completion
of Technology
Successful Handing over of Absorption of Chaffs
Static Test 30mm ammunition and Flares. Received
to Indian Navy –
of PSOM-XL motor Airworthiness
for PSLV Launch First by Private certificate from
Vehicle at ISRO Industry. Airforce certified
agency for both the
products.
81
Solar Industries India Limited / Annual Report 2022-23
Corporate
Information
Board of Directors Joint Chief Bankers
Financial Officer
State Bank of India
Shri Satyanarayan Nuwal
Shri Moneesh Agrawal Axis Bank Limited
Chairman and
HDFC Bank Limited
Non-Executive Director Smt Shalinee Mandhana ICICI Bank Limited
Shri Manish Nuwal IndusInd Bank Limited
Managing Director and CEO Company Secretary & Standard Chartered Bank
Compliance Officer Punjab National Bank
Shri Suresh Menon Kotak Mahindra Bank
Executive Director Smt. Khushboo Pasari RBL Bank
YES Bank
Shri Milind Deshmukh
Executive Director Corporate
Identification Number Debenture Trustee
Shri Amrendra Verma
Axis Trustee Services Limited
Non-Executive L74999MH1995PLC085878
Independent Director Axis House, Bombay Dyeing Mills
Compound, Pandhurang Budhkar
Registered Office
Smt. Sujitha Karnad Marg, Worli, Mumbai- 400025
Non-Executive “Solar” House 14, Kachimet,
Independent Director Amravati Road, Nagpur, Registrar and Transfer Agents
Maharashtra 440023
Shri Natrajan Ramkrishna M/s Link Intime India Pvt Ltd.
Phone No. +91-712-6634555
Non-Executive Independent C-101, 247 Park
E-mail: [email protected]
Director LBS Marg, Vikhroli (West)
(Appointed on the Board w.e.f. Mumbai – 400083
October 19, 2022) Statutory Auditors Tel No. – 022-49186000
E-mail: [email protected]
Shri Jagdish Chandra Belwal M/s S R B C & Co. LLP
Non-Executive Independent 12th Floor, The Ruby
Director 29 Senapati Bapat Marg
Grievance Redressel Division
(Appointed on the Board w.e.f. Dadar (West)
December 05, 2022) [email protected]
Mumbai - 400 028, India
Shri Dilip Patel Jointly with Audit Committee
Non-Executive
Independent Director M/s. Gandhi Rathi & Co Shri Amrendra Verma
(Resigned from the Board Parekh Center, 3rd Floor, Chairman
w.e.f October 19, 2022) Opp. Daga Hospital,
Gandhibagh, Nagpur- 440002 Shri Sujitha Karnad
Shri Ajai Nigam Member
Non-Executive
Independent Director Shri Manish Nuwal
(Resigned from the Board Member
w.e.f March 3, 2023)
Shri Natrajan Ramkrishna
Member
(w.e.f October 19, 2022)
82
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Shri Manish Nuwal Shri Amrendra Prasad Verma Shri Manish Nuwal
Member Member Member
83
Solar Industries India Limited / Annual Report 2022-23
Management
Discussion & Analysis
Global economic tightening in global financial
conditions and weaker global
overview growth. Geopolitical stresses
remain unresolved and represent
Energy crisis, rising inflation,
two-sided risks for emerging
tight financial conditions in most
markets in 2023.
parts of the world and a hike in
commodity prices are denting As advanced economies raise
business sentiments globally. The interest rates to fight inflation,
ongoing geopolitical quandary and financial conditions are
the resurgence of Covid-19 in China tightening, especially for their
have further aggravated emerging-market counterparts.
the situation. Flexible exchange rates are
insufficient to absorb external
As per the latest estimates by
shocks and policymakers will
the International Monetary Fund,
need to implement foreign
global growth slowed down and is
exchange interventions or
estimated to grow by 3.4% in CY23
capital flow management
compared to 6.2% in CY22.
measures to emerge from
“As per the Global Economic the present scenario.
Outlook, Global Growth is to fall
from 3.4% in F-22 to 2.8% in F-23
before settling at 3.0% in 2024”.
With the exception of the global
financial crisis and the peak of the
COVID-19 crisis, it is the weakest
growth estimate since 2001. Global
inflation is further expected to rise
from 4.7% in 2021 to 8.8% in 2022,
before softening to 6.5% in 2023
and 4.1% in 2024.
3.7
1.9
1.6
FY 2021-22
FY 2022-23
FY 2023-24
Zambia Turkey Nigeria Ghana Tanzania South Indonesia Australia [Source: World Bank]1
Africa
1
https://www.worldbank.org/en/publication/global-economic-prospects
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
2
https://budget.gov.au/
3
https://www.imf.org/en/Publications/WEO/Issues/2023/01/31/world-economic-outlook-update-january-2023
85
Solar Industries India Limited / Annual Report 2022-23
2.9
3.1
Zambia Sub-Saharan Africa’s average growth
rate of 3.6%.
The education and Information,
Communication and Technologies
(ICT) sectors have performed
well throughout the year. The
increased allocation in the Indonesia
government’s yearly budget for
health, environmental protection, FY23 FY24
housing and community facilities, [Indonesia’s 2022 GDP
and cultural development is
projected to boost the country’s
growth races to a 9-year
high on resource boom] Outlook
economic activity. With the
resolutions addressing the debt Global central banks are striving
crisis, economic recovery is to strike a balance between growth
likely to continue in 2023, and Indonesia has the largest economy
and inflationary concerns and are
inflation is expected to reduce in Southeast Asia and is classified
thus resorting to liquidity tightening
further. Zambia’s economy is one as a newly industrialized country
measures. They are closely
of the few in the Southern African due to its status as a middle-
monitoring liquidity positions
area that is growing favourably. income country and member of the
and aiming to boost sentiments.
According to the World Bank’s most G20. With a nominal GDP ranking
However, a number of countries are
recent prediction, Zambia’s GDP of 17th in the world and a GDP
experiencing tepid growth and the
would grow by 3.9% in 2023 and (PPP) ranking of 7th, Indonesia
future of the global economy is
4.1% in 2024. relies heavily on domestic market
critically dependent on the proper
consumption, government budget
calibration of monetary policy, the
spending, and its ownership of
course of the war in Ukraine and
141 state-owned enterprises.
the possibility of more pandemic-
Additionally, the administration
related supply-side shocks.
Tanzania of pricing for essential goods,
such as rice and electricity, plays High energy prices have pushed
Pro-growth policies are at the top a vital role in Indonesia’s market up inflation, which is estimated to
of the government’s economic economy. The Indonesian economy gradually moderate in CY23 and
strategy. It seeks to maintain is estimated to have grown by CY24. The IMF predicted global
expansion momentum while 5.3% in 2022. Indonesia’s economic inflation to decline to 6.5% in CY22
cushioning the economy from growth reached its highest level in from 8.8% in CY22. The government’s
external shocks. The government’s nine years because of increased focus on monetary policy, providing
strategies include deepening spending brought on by the easing financial assistance to those who
investments in transport, of pandemic restrictions and need it the most and addressing
information and communication record-high exports driven by a the energy issue through energy
technology, and energy to support surge in global commodities. savings, supply diversification, and
spatial transformation and Household consumption accounted investment in low-emission sources
inclusive growth, with the purpose for more than half of its growth. As would help in stabilising inflation.
of significantly scaling up human Covid-19-related restrictions eased,
capital development. it was further supported by travel-
related spending. Exports during the
These interventions will address same period also rose significantly.
the rural-urban divide and boost
the enablers for poverty reduction The Indonesian economy is
that affect access to infrastructure, expected to grow by 4.8% in
social services, and productive jobs. 2023. Household consumption
Given the key role of the private is expected to drive the growth
sector, the framework is expected momentum for the economy.
to maximise access to finance and Investment in public infrastructure
generate employment for Tanzania’s and improvement in people’s
development. Tanzania’s GDP is mobility will further expand the
expected to grow by 5.3% in 2023, growth momentum of the country.
86
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Indian economy the interest cost of domestic credit Against this backdrop, the
will reduce, inducing a further rise Economic Survey projects a
The Indian economy demonstrated in credit demand by corporates baseline GDP growth of 6.5% in real
resilient growth in FY 2022-23, and retail borrowers. terms in FY 2023-24. The projection
manifesting strong indications is broadly in line with estimates
Despite high inflation, economic provided by multilateral agencies
of macroeconomic stability. The
activity and human consumption such as the World Bank, the IMF,
country has recovered from a series
have continued to expand, as and the ADB and by RBI [Source:
of shocks such as the pandemic-
seen by rising railway freight, Economic Survey 2022-23].
induced disruption in economic
E-WayBills, air traffic, PMI
activity, and the sudden rise in
data, and other high-frequency
commodity prices fuelling inflation
owing to the prolonged Russia-
indicators. There is a small revenue Industry overview
gap as a result of the reduction
Ukraine conflict.
in excise tax on petroleum items.
According to the first advance Overall revenues point to a bright Global industrial
estimates by National Statistical future for the Indian economy explosives industry
Office (NSO), the Indian economy
is estimated to have recorded a Outlook Industrial explosives are used
growth of 7% in FY 2022-23, thus in blasting that are typically
India’s recovery from the pandemic
reiterating its position as one employed in mining and
was relatively quick compared to
of the fastest-growing major construction. Explosives in mining
other developing economies, and
economies.4 According to a recent have the biggest market share
growth in the coming year will
valuation in terms of size by the and may be found in coal mining,
be supported by robust domestic
International Monetary Fund (IMF), quarrying, non-metal mining, and
demand and a pickup in capital
the Indian economy has overtaken metal mining.
investment. Even as India’s outlook
the United Kingdom’s economy and
remains bright, global economic The market is witnessing growth,
become the world’s fifth-largest
prospects for the near term have due to the rising demand for
economy5. This is the outcome
been weighed down by various blasting materials from the
of prudent fiscal and monetary
challenges, which are expected to mining and construction industry.
policies of the Government of India
impart a few spill-over effects for Increasing population and
and the RBI, proactive vaccination
the Indian economy. rapid urbanisation are ensuring
coverage and the sustained capital
expenditure of the government. significant opportunities for
A revival in private investment
after the pandemic and bank
credit growth are likely to restore
momentum of the economy against
the background of global recession.
4
https://rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=55178
5
https://www.weforum.org/agenda/2022/09/india-uk-fifth-largest-economy-world
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Solar Industries India Limited / Annual Report 2022-23
ongoing and upcoming Industrial The 225 BPS cumulative increase Ports
and commercial projects, which in the repo rate in 2022, as well
need explosives for various as the resulting increase in home- The Indian government has set an
purposes. loan rates, caused a reduction ambitious goal of increasing the
in homebuyers’ affordability in handling capacity of its ports to
Outlook the Indian market in 2022. While 10,000 million tonnes per annum
affordability levels in 2022 have by the year 2047. This represents a
With inflation on a declining path risen since 2021, they remain much four-fold increase from the current
ongoing and upcoming Industrial higher than pre-pandemic levels total port capacity of 2604.99
and commercial projects, which in 2019. million tonnes.8 Achieving this
need explosives for various target will require significant
purposes. It is expected to drive The housing market, which drives infrastructure development,
the Industrial Explosives market growth and sustains the whole real including excavation work to
substantially during the forecast estate industry, is set to have an improve port connectivity and
period. With a CAGR of 5.4%, extraordinarily outstanding and roads.
the global industrial explosives probably record-breaking year in the
industry is expected to grow to near future. Residential sales have Outlook
more than US$ 16 billion, between increased by 51% since the Covid-19
2023 and 2028 . era. This is not to say that the real The Government is investing
estate market is ideal or without heavily in port infrastructure,
Indian industrial flaws, since several factors, such as which will help improve efficiency
rising mortgage rates, inflation, and and capacity. The Government
explosives industry
building material shortages, might is also focused on investing in
Below are the growth drivers for stymie expansion. As long as these various projects to ensure that
the Indian explosives industry. concerns are restricted in scale, they India’s ports can efficiently handle
are not serious and may even be the growing volume of goods being
innocuous. A strengthening economy, traded globally. This development
a return to pre-pandemic working could have a positive impact on
Real Estate & Housing the economy by increasing trade,
conditions, and different government
efforts are all contributing to a very creating job opportunities and
[The Real Estate Industry favourable climate. improving the country’s overall
infrastructure. Therefore, the
in India is expected to
Outlook outlook for Indian ports remains
reach USD 1 Trillion promising. The country is expected
by 2030 and will The Finance Ministry has made a to witness strong economic growth
significant increase in the budget in the coming years, which will
contribute 13% to allocation for the Pradhan Mantri boost the demand for port services.
India’s GDP by 2025.] Awaas Yojana, raising it from
H 48,000 crore to H 79,000 crore Cement and limestone
After exhibiting resilience during for FY 2023-24. With a target of
the pandemic, the Indian real building 29.5 million houses by The Indian cement sector, which
estate sector has already been the FY 2023-24, 21.1 million houses accounts for over 8% of the
major housing market with strong have already been constructed, country’s GDP, is the world’s
consumer demand and rising per- and the remaining houses are second-largest cement producer
capita income. The market grew expected to be constructed by after China. India’s installed
by over 40% in 2022. According to March 2024.7 This increase is capacity is over 550 million
independent property consultant expected to boost demand for raw Tons per year, and the country’s
Knight Frank India, cities like materials such as steel, cement, contribution to global output has
Mumbai, Bengaluru, and the stone aggregate, and consequently, risen to 8%, the second largest
National Capital Region (NCR) have explosives. This development in the world. Cement, a crucial
been witnessing increasing sales. could have a positive impact on component of modern construction
The current scenario of sales is the economy by creating more and infrastructure development,
fuelling the expectations of double- job opportunities and stimulating plays a vital role in shaping our
digit growth numbers in 2023. growth in the construction industry. future in multiple ways. According
6
https://www.wicz.com/story/47751483/Industrial-Explosives-Market-Size-nbsp-international-nbsp-Trends-Latest-Techniques-Key-
Segments-And-nbsp-earth-science-nbsp-Forecasts-nbsp-until-nbsp-2028/
7
https://newsonair.gov.in/Main-News-Details.aspx?id=455071#:~:text=The%20Government%20has%20also%20enhanced,13%20percent%20
over%20previous%20year.
8
https://pib.gov.in/PressReleasePage.aspx?PRID=1886868
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
9
https://beeindia.gov.in
10
https://steel.gov.in/overview-steel-sector
11
Ministry of Steel, Government of India
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Solar Industries India Limited / Annual Report 2022-23
850
760
162
181
coming year. producer produced 703.22 Million
80
75
Tons in F-23 registering an increase
Mining 12.94% over previous year. The
other public sector coal company
The mining sector in India is one
Singareni Collieries registering an
of the country’s most important.
all time high production of 67.14
Many key businesses rely on it for
Million Tons registering an increase
essential raw materials. India has
of 3.26. The major growth have
1,531 active mines and produces
been in the private and captive
95 minerals, including four fuels,
mines which produced 122.38
ten metallic, twenty-three non-
Million Tons registering a massive
metallic, three atomic, and 55 CIL SCCL Private and
growth of 35.14%. This substantial
minor minerals (including building Captive
growth has considerably increased
and other materials). Based on the FY24 FY25
the availability of Coal to the
country’s geological mapping, an
Power Sector. Despite this increase,
area of 571,000 square kilometres
the country’s coal imports have is also undertaking 52 First Mile
(out of a total of 3.1 million square
also risen, highlighting the need Connectivity projects for Coal
kilometres) has been designated as
for continued efforts to reduce India, Singareni Collieries, and
an Obvious Geological Potential
dependence on foreign coal Neyveli. Additionally, 133 blocks
(OGP) area, where the geological
will be up for auction in the 6th
and 7th Tranche of Commercial
bids, with 15 blocks planned for
MDOs. All of these initiatives
demonstrate the country’s
determined efforts to meet the
rising demand for power by
increasing coal production. Coal
India’s capital expenditure for the
year is also significant, reflecting
the government’s commitment to
the industry’s growth. Overall, the
coal industry is poised for growth,
and with continued support, it will
play a vital role in powering the
nation’s progress.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
3
https://www2.deloitte.com/us/en/pages/manufacturing/articles/aerospace-and-defense-industry-outlook.html
13
https://www.makeinindia.com/sector/defence-manufacturing
91
Solar Industries India Limited / Annual Report 2022-23
Growth drivers government has authorized the The Company’s Non defence operation
purchase of a significant amount of are spread all over India with its
Defence industrial corridors – The goods and services from domestic manufacturing facilities at 32
Government has established two suppliers, which is expected to locations within the country. It also
defence industrial corridors in benefit the Indian economy and has manufacturing plants in Nigeria,
Uttar Pradesh and Tamil Nadu. support local businesses.14 Zambia, Ghana, South Africa, Turkey,
The two defence corridors in Uttar Tanzania and Indonesia.
Pradesh and Tamil Nadu have
together signed 111 Memorandums Outlook
of Understanding (MoUs) with Opportunities
The government of India aims to
industries representing investments
achieve a turnover of USD 25 billion Increase in coal demand
worth H 21,904 crore.
including export of USD 5 billion
Industries (Development and in aerospace and defence goods The country’s energy needs will
Regulation) (IDR) Act, 1951– The and services by FY 2025-26. Over rise in the future as a result
list of defence items requiring the next 5-7 years, the Government of urbanisation and economic
Industrial Licences has been of India plans to spend USD 130 growth. In the foreseeable future,
reduced, and most parts or billion for fleet modernisation coal would continue to be the
components no longer require an across all armed services. To dominant source for supplying
Industrial License. The original support the domestic defence India’s expanding electricity needs,
validity of the granted Industrial industry the government aims to despite rising investments in
Licence has been raised from three ensure transparency, predictability, renewable capacity.
to fifteen years, with the option to and ease of doing business by
extend it by three years on a case- creating a robust eco-system and Government schemes
by-case basis. supportive government policies.
Towards this end the government The government’s focus on “Make
The defence products list requiring has taken steps to bring about in India” to establish “Atmanirbhar
Industrial Licences has been de-licensing, de-regulation, export Bharat” is expected to decrease
rationalised and the manufacture promotion and foreign investment import dependency and raise
of most parts or components does liberalisation. The Ministry of domestic demand for India’s
not require Industrial License. Defence has also notified four defence industry. The government
‘Positive indigenisation lists’ further aims to support MSMEs in
Promotion of indigenous design and comprising 411 defence equipments the defence export sector through
development of defence equipment to be manufactured locally in a favourable policies and initiatives.
- A new category of capital phased manner. In addition, to The government liberalised and
procurement ‘Buy {Indian-IDDM encourage export and liberalise authorised FDI under automatic
(Indigenously Designed, Developed foreign direct investments (FDI) in route up to 74% and through
and Manufactured)}’ has been the defence sector, the Automatic government route up to 100% where
introduced in Defence Procurement Route has been expanded to 74% it is likely to lead an access to
Procedure (DPP)-2016. and the Government Route has been modern technology16.
expanded to 100%.15
The government has identified more
Space sector schemes
than 400 items that will be reserved
for indigenous procurement, Company overview With greater private involvement
meaning they will be purchased in space activity, the government
from domestic suppliers rather than Incorporated in the year 1995, Solar
continues introducing advantageous
from foreign sources. Additionally, Industries India Limited is one of
programmes to promote growth in
24 proposals for capital the largest domestic manufacturers
this sector. Private businesses will
acquisitions have been approved, of bulk and cartridge explosives,
be able to conduct space activities
with a total procurement budget detonators, detonating cords and
more readily thanks to the launch
of H 84,328 crore. Out of these 24 components. In FY 2009-10, the
of the Indian Space Association.
proposals, 21 have been approved Company entered into the defence
In an effort to foster young talent,
for domestic procurement, with a sector to manufacture high-energy
the NITI Ayog, along with ISRO and
total value of approximately explosives, delivery systems,
the Central Board of Secondary
H 82,000 crore. This means that the ammunition filling and pyros fuses.
14
https://www.mod.gov.in/sites/default/files/DraftChIAcqnCatPlgIC.pdf
15
https://pib.gov.in/PressReleasePage.aspx?PRID=1643194
16
https://pib.gov.in/PressReleaseIframePage.aspx?PRID=1844610
17
https://pib.gov.in/PressReleasePage.aspx?PRID=1914226#:~:
18
https://pib.gov.in/PressReleasePage.aspx?PRID=1895315
92
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Defence Products:
Education (CBSE), has also launched
the Atal Tinkering Lab (ATL) space
challenge. Up to 100% of foreign
direct investment (FDI) in the space
1 High Energy Materials (HMX,
RDX, TNT & their Compounds) 5 Chaff Payloads
76%
Threats
At this point, there aren’t any
significant risks to the long- Explosives Initiating Systems Defence
term viability of Solar’s business.
Driven by robust financials good
operational efficiencies, and
improved intellectual capital
capabilities, Solar is well-
Risk Management
positioned to keep providing value The Board at Solar Industries continues to be in charge of risk management
to stakeholders. However, supply and internal control, with a focus on defining the company's risk appetite,
chain constraints, and geopolitical regularly assessing and monitoring key risks, and reviewing reports
ambiguity are important dangers generated by internal auditors on internal controls and risk reports.
that could result in short-term
economic difficulties. Please refer page no. 24 of the report for a thorough description of risk
management procedure and plan.
Product wise
performance
Industrial Explosives:
1 Bulk Explosives
2 Packaged Explosives
3 Initiating Systems
93
Solar Industries India Limited / Annual Report 2022-23
Financial overview
A detailed financial overview of the Company for FY 2022-23 is available in the financial capital section on
page no. 34 and Board`s Report on page no. 97 forming part of this Annual Report.
S.
Key financial ratios FY 2022-23 FY 2021-22
No.
1 Debtors Turnover 9.09 6.81
2 Inventory Turnover 18.75 12.82
3 Interest Coverage Ratio 14.42 15.23
4 Current Ratio 1.53 1.49
5 Net Debt Equity Ratio 0.35 0.41
6 Adjusted Operating Profit Margin (%) 16.76% 16.16%
7 Adjusted Net Profit Margin (%) 11.72% 11.54%
8 Return on Net Worth* (%) 29.00% 23.05%
*The Return on Net Worth for the FY 2022-23 is 29% and the Return on Net Worth for FY 2021-22 was 23.05%. The
increase of 5.95% in the Return on Net Worth is mainly due to high profits.
1. The Inventory Turnover Ratio increased by 5.93% in FY 2022-23 due to a decrease in the holding period of
inventory.
2. There is no significant change (i.e. change of 25% or more as compared to the immediately previous
financial year) in the other key financial ratios.
6% 1% 6% 1%
15% 18%
36%
2023 2022
19% 14%
40%
19% 25 %
94
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
4% 1% 1% 1%
5% 4%
26% 14% 28%
12%
2023 2022
24% 18%
28% 34%
12% 11%
4% 4%
1% 1%
3%
2%
5% 7%
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Solar Industries India Limited / Annual Report 2022-23
Human Resources The Audit Committee actively to inherent risks and uncertainties.
reviews the adequacy and There is a significant risk that
To know more about our employee effectiveness of the internal the assumptions, predictions and
well-being, safety, diversity and control systems and suggests other forward-looking statements
engagement programs, please read improvements to strengthen will not prove to be accurate.
page no. 46 of the Annual Report. the same. The Company has a Readers are cautioned not to place
robust Management Information undue reliance on forward-looking
System and strives to align statements as a number of factors
Outlook all its processes and controls could cause assumptions, actual
with best practices. The Audit future results and events to differ
The Company’s business
Committee also meets statutory materially from those expressed
fundamentals remain robust.
auditors to ascertain, inter alia, in the forward-looking statements.
It is optimising its operations
their views on the adequacy of Accordingly, this document is
and supply chain while also
internal control systems and subject to the disclaimer and
incorporating the revised strategy
informs major observations to the qualified in its entirety by the
and growth drivers. Its focus on
Board of Directors periodically. assumptions, qualifications and
capital investment to increase
The Company has appointed an risk factors referred to in the
its operational skills across
independent firm of chartered Management’s Discussion and
business verticals will be critical.
accountants to monitor the Analysis of Solar Industries India
The government has a number of
internal audit of its activities, Limited’s Annual Report, for
measures in place to help India
based on an internal audit plan, FY 2022-23.
become self-sufficient and to
which is reviewed each year in
promote the export of defence
consultation with the statutory
items. The Company is well-
auditors and approved by the audit
positioned and is working towards
committee.
expanding its product line in order
to capitalise on the potential. The The Company has identified
company has plans to establish inherent reporting risks for
new plants in Thailand and major elements in the financial
Australia, which are expected to statements and established
be operational in the near future. controls to prevent the same.
It will also focus on forming more These risks and the prevention
strategic collaborations with well- controls are revisited periodically
established globally recognised considering the changes in
organisations in order to improve business, IT systems, regulations
its manufacturing technologies. and internal policies, based on
evaluations of the audit, as per
Section 177 of the Companies
Internal Control Act 2013 and Regulation 18 of
Systems and their SEBI Regulations, 2015, the Audit
Adequacy Committee has concluded that as
March 31, 2023, internal financial
The Solar Group has established controls were adequate and
exceptional internal control operating effectively.
systems and procedures to steer
all its business processes. The
Company has distinctly defined Cautionary statement
roles and responsibilities for
This document contains
all managerial positions.
statements about expected future
The financial parameters are
events, and financial and operating
effectively monitored and
results of Solar Industries India
controlled through its SAP ERP
Limited, which are forward-looking.
software system. The Company’s
By their nature, forward-looking
internal control system is
statements require the Company to
commensurate with the size, scale
make assumptions and are subject
and complexities of its operations.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Board’s Report
Dear Members,
Your Board of Director’s have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of the Company,
together with the audited accounts for the financial year ended March 31, 2023.
1. Financial Results
The Company’s Financial Performance (Standalone & Consolidated) for the Financial Year ended March 31, 2023 is summarised below.
(H In Crore)
Standalone Consolidated
Particulars
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, 684.67 411.31 1320.44 766.92
Finance Costs, Exceptional Items and Tax Expense
(Operating profit)
Less: Finance Costs 27.57 8.85 90.38 50.25
Profit before Depreciation, Amortization, 657.1 402.46 1230.06 716.67
Exceptional Items & Tax Expense
Less: Depreciation and Amortization expense 57.02 49.44 128.21 109.25
Profit before Tax Expense & Exceptional item 600.08 353.02 1101.85 607.42
Less: Exceptional item - - - -
Profit before Tax (PBT) 600.08 353.02 1101.85 607.42
Share of Profit/(Loss) of associates - - (0.27) -
Less: Tax Expense 154.69 91.50 290.41 151.95
Profit for the year 445.39 261.52 811.17 455.47
Other Comprehensive Income (Net of Tax) 24.35 1.55 (31.63) (28.35)
Total Comprehensive Income 469.74 263.07 779.54 427.12
Balance of profit for earlier years 592.43 483.72 1094.51 820.35
Less: Transfer to Reserves 100.00 100.00 119.76 104.01
Less: Dividend paid on Equity Shares 67.87 54.29 67.87 54.29
Less: other adjustment 24.88 0.07 3.00 (5.34)
Balance carried forward 869.42 592.43 1683.41 1094.51
Earnings Per Share (EPS) 49.22 28.90 83.68 48.77
1. Results of Operations
In the financial year 2022-23, the Company has achieved The Profit before Depreciation & Tax (PBT) for the financial
impressive financial results with robust revenue growth, year 2022-23 is H 657.10 Crore against H 402.44 Crore in
improved profitability and healthy cash flows which has the year 2021-22.
enabled us to expand our operations. Our top line growth has
been driven by successful market penetration and effective Earnings per Share as on March 31, 2023 are H 49.22 vis a
product innovation. At the same time, our bottom-line vis against H 28.90 as on March 31, 2022.
performance has benefited from careful cost management
The net worth of the Company stands at H 1767.45 Crore
and improved operational efficiency. As a result, our Company
at the end of financial year 2022-23 as compared to
is well positioned for sustainable growth and continued
H 1365.59 Crore at the end of financial year 2021-22
success in the future.
The Highlights of the Company’s performance
The Highlights of the Company’s performance (Standalone)
(Consolidated) for the year ended March 31, 2023 are
for the year ended March 31, 2023 are as under:
as under:
During the year under review the Company achieved
During the year under review the Company achieved
turnover of H 4162.25 Crore as against turnover of
turnover of H 6922.53 Crore as against turnover of
H 2528.34 Crore achieved during the previous year, which
H 3947.60 Crore achieved during the previous year, which
is a significant increase of 64.62%.
is a significant increase of 75.36%.
97
Solar Industries India Limited / Annual Report 2022-23
The Profit before Depreciation & Tax (PBT) for the financial 6. Credit Ratings
year 2022-23 is H 1230.06 Crore against H 716.63 Crore in
the year 2021-22. Solar’s financial discipline and prudence are reflected in the
strong credit ratings ascribed by rating agencies.
Earnings Per Share as on March 31, 2023 is H83.68 vis a
During the year under review the following Credit Ratings
vis against H 48.77 as on March 31, 2022.
were obtained by the Company:-
The net worth of the Company stands at H 2610.34 Crore
Sr. Instrument Rating/ Rating Rating
at the end of financial year 2022-23 as compared to
No. Type Outlook action Agencies
H 1914.26 Crore at the end of financial year 2021-22.
1. Long Term CRISIL Reaffirmed CRISIL Ratings
Borrowings AA+/Stable Limited
2. Transfer to Reserves 2. Short Term CRISIL A1+ Reaffirmed CRISIL Ratings
Borrowings Limited
The Company has transferred H 100 Crore to the general 3. Commercial CRISIL A1+ Reaffirmed CRISIL Ratings
reserve out of the amount available for appropriations and an Paper Limited
amount of H 869.42 Crore is proposed to be retained in the ICRA A1+ Reaffirmed ICRA Limited
statement of profit and loss. 4. Non- CRISIL Assigned CRISIL Ratings
Convertible AA+/Stable Limited
Debentures
3. Dividend
The Dividend Distribution Policy in terms of Regulation 43A 7. Particulars of Loan, Guarantees or Investments
of SEBI (Listing Obligations and Disclosure Requirements) with Related Parties
Regulations, 2015, of Directors at their meeting held on
The Company has disclosed the full particulars of the loans
May 03, 2023 has recommended payment of H 8/- per equity
given, Investments made, Guarantees given or Securities
share i.e 400% of the face value of H 2 each as final dividend
provided covered under the provisions of Section 186 of the
for the financial year ended March 31, 2023. The payment of
Companies Act, 2013, in the notes to the Financial Statements
final dividend is subject to the approval of the shareholders at
forming a part of this Annual Report.
the ensuing Annual General Meeting (AGM) of the Company.
The dividend on equity shares for the financial year 2022-23 8. Subsidiaries, Associates and Joint Venture
would aggregate to H 72.39 Crore.
The Company has seven wholly owned subsidiaries, twenty
In view of the changes made under the Income-tax Act, 1961, step down subsidiaries and one Associate Company as on
by the Finance Act, 2020, dividends paid or distributed by the March 31, 2023. There are no joint venture companies within
Company shall be taxable in the hands of the Shareholders. the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).
The Company shall, accordingly, make the payment of the
final dividend after deduction of tax at source. The dividend Keeping pace with the strategy of selective internationalisation,
recommended is in accordance with the principles and criteria the Company has set up a step-down subsidiary Company
as set out in the Dividend Distribution Policy. in Ivory Coast (through Solar Overseas Singapore Pte
Ltd) named Solar Nitro SARL which was Incorporated on
The Dividend Distribution Policy in terms of Regulation 43A December 05, 2022.
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is available on the Company’s website and
can be accessed at https://bit.ly/SolargroupDDPolicy. A copy
9. Financial Performance of Company’s Subsidaries
of the policy will be made available to any shareholder on A list of body corporates which are subsidiaries and Associates
request by email. of the Company is provided as part of the notes to Consolidated
Financial Statements.
4. Material Changes and Commitments
Pursuant to Section 129(3) of the Companies Act, 2013 read
There have been no material changes and commitments with Rule 5 of the Companies (Accounts) Rules, 2014, a
affecting the financial position of the Company which have statement containing salient features of the financial position
occurred between the end of the financial year to which the of each of the subsidiaries including capital, reserves, total
financial statements relate and the date of this report. assets, total liabilities, details of investment, turnover, etc. in
the prescribed Form AOC-1 forms a part of the Annual Report.
98
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
the overall performance of the Company during the Financial The proceeds of the issue have been utilised for meeting the
Year ended March 31, 2023 is in the prescribed Form AOC-1 working capital requirements of the Company.
forms a part of the Annual Report.
The Company has partially redeemed 50 (Fifty) unsecured,
In accordance with Section 136 of the Act, the audited financial rated, listed, senior, redeemable, non‐convertible debentures
statements, including the consolidated financial statement (NCDs) having face value of H 10,00,000/‐ (Ten lakh) each
and related information of the Company and the financial amounting to H 5 crore (Five crore) and made an Interest
statements of each of the subsidiary Companies are available Payment amounting to H 1,21,31,506.85 (One Crore twenty
on our website www.solargroup.com. Any Member desirous one lakh thirty one thousand five hundred and six and
of making inspection or obtaining copies of the said financial eighty five paise) at a coupon rate of 8.20% per annum on
statements may write to the Company Secretary & Compliance March 23, 2023.
officer at [email protected].
Commercial Papers
These documents will also be available for inspection during
business hours at the registered office of the Company. 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
10. Material Subsidiary commercial paper as H 50 Crore (Fifty Crore).
Equity Shares
13. Risk Management
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 Risk Management committee assists the Board in ensuring
the year under review. that all material risks including but not limited to the risks related
to business operations, cyber security, safety, compliance and
Sweat Equity Shares control financials have been identified, assessed and adequate
risks mitigation control are in place.
In terms of Sub-rule (13) of Rule 8 of Companies (Share Capital
and Debentures) Rules, 2014, the Company has not issued the It takes into consideration the nature, scale and complexity
Sweat Equity Shares. of the business. A detailed note on the risks is included on
page no. 24 of this report, the details of Risk Management
Differential Voting Rights Committee and its frequency of meetings are included in the
Corporate Governance Report.
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. 14. Investor Education and Protection Fund (IEPF)
Employee Stock Options Pursuant to Section 124 and Section 125 of the Companies
Act, 2013 read with the IEPF Authority (Accounting, Audit,
In terms of Rule 12(9) of Companies (Share Capital and transfer and Refund) Rules, 2016 (‘the Rule’), all the unpaid
Debenture Rules, 2014), the Company has not issued the and unclaimed dividends are required to be transferred by
Employee Stock Options. the Company to the IEPF established by the Government of
India, after the completion of Seven Years. Further according
Non-Convertible Debentures to the Rules, the shares on which dividend has not been paid
or claimed by the Shareholder for seven consecutive years
During the year under review, the Company has issued and
or more shall also be transferred to demat account of the
allotted 600 (Six Hundred) unsecured, rated, listed, senior,
IEPF Authority. Accordingly, the Company has transferred
redeemable, non‐convertible debentures having face value
the unclaimed and unpaid dividends of H 40,046 relating to
of H 10,00,000/‐ (Rupees ten lakh only) each aggregating of
financial year 2014-2015 (final) , H 22,572 relating to financial
H 60,00,00,000 (Indian Rupees Sixty Crore only) on December
year 2015-2016 (1st interim) and H 48,727 relating to financial
23, 2022, by way of private placement basis.
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Solar Industries India Limited / Annual Report 2022-23
year 2015-2016 (2nd interim). Further, 450 shares were bring with them experience and skills which add value to the
transferred as per the requirements of IEPF rules. The details of performance of the Board. The Directors are selected purely
Investor Education and Protection Fund (IEPF) are included in on the basis of merit with no discrimination on race, colour,
the Corporate Governance Report. religion, gender or nationality
During the year under review five Board Meetings were All resultant changes to the policy and impact on financials are
convened and held on May 3, 2022, June 6, 2022, July 25, disclosed after due validation with the statutory auditors and
2022, November 4, 2022, and January 25, 2023. the Audit Committee.
17. Board Committees & Number of Meetings of Board 20. Reporting of Frauds
Committees
During the year under review, none of the Auditors of the
The Board has following Committees: - Company, has reported to the Audit Committee under
section 143(12) of the Companies Act, 2013, any instances
1. Audit Committee of the fraud committed by the Company, its officers and
2. Nomination and Remuneration Committee employees, the details of which would need to be mentioned
3. Stakeholders Relationship Committee in the Board Report.
4. Corporate Social Responsibility Committee
5. Risk Management Committee 21. Secretarial Standards
6. Executive Committee The Company has complied with all the applicable provisions of
A detailed disclosure on the Board, its committees, its Secretarial Standard on Meetings of Board of Directors (SS-1),
composition, the detailed charter and brief terms of reference, Revised Secretarial Standard on General Meetings (SS-2)
number of board and committee meetings held, and attendance and other voluntarily adopted Secretarial Standards such as
of the directors at each meeting is provided in the Report on Secretarial Standard on Dividend (SS-3), Secretarial Standard
Corporate Governance. on Report of the Board of Directors (SS-4) issued by Institute of
Company Secretaries of India.
100
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
impacting the going concern status and the Company’s The brief resume and other details relating to Shri Milind
operation in future. 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,
23. Vigil Mechanism
2015, is incorporated in the annexure to the notice calling
The Company has a robust vigil mechanism through its Whistle 28th Annual General Meeting.
Blower Policy approved and adopted by the Board of Directors
Pursuant to Section 152(6) of the Companies Act, 2013
of the Company in compliance with the provisions of Section
and as per clause 86 (1) of Article of Association of the
177(10) of the Act and Regulation 22 of the Listing Regulations.
Company the Chairman of the Company shall be the
Your Company’s Whistleblower Policy encourages Directors director not liable to retire by rotation.
and employees to bring to your Company’s attention,
The Independent directors hold office for a fixed term not
instances of illegal or unethical conduct, actual or suspected
exceeding five years from the date of their appointment
incidents of fraud, actions that affect the financial integrity
and are not liable to retire by rotation.
of your Company, or actual or suspected instances of leak of
unpublished price sensitive information that could adversely b. Appointment of Non-Executive Independent Director
impact your Company’s operations, business performance and/
or reputation. The Policy requires your Company to investigate On the recommendation of Nomination and
such incidents, when reported, in an impartial manner and take Remuneration Committee the Board has considered and
appropriate action to ensure that the requisite standards of approved the following:
professional and ethical conduct are always upheld.
a. Appointment of Shri Natrajan Ramkrishna
The details of the Whistle Blower Policy are explained in the (DIN: 06597041) as an Additional Director (Non-
Corporate Governance Report and also posted on the website Executive Independent Director) of the Company,
of the Company at the link https://bit.ly/SolargroupVM not liable to retire by rotation for a period of Three
(3) consecutive years commencing from October
24. Prevention of Sexual Harassment of Women at 19, 2022 through Circular Resolution dated October
Workplace 18, 2022, subject to approval of members of the
Company through Special Resolution.
In accordance with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) b. Appointment of Shri Jagdish Chandra Belwal
Act, 2013 (“POSH Act”) along with the Rules made thereunder, (DIN: 08644877) as an Additional Director (Non-
the Company has in place a policy which mandates no Executive Independent Director) of the Company, not
tolerance against any conduct amounting to sexual harassment liable to retire by rotation for a period of Three (3)
of women at workplace. consecutive years commencing from December 05,
2022, through Circular Resolution dated December
All employees (permanent, contractual, temporary and 03, 2022 subject to approval of members of the
trainees) are covered under the said policy. During the Company through Special Resolution.
financial year under review, the Company has not received any
complaint of Sexual Harassment of Women at Workplace. In this regard the Board of Directors of the Company
had approved the Notice of Postal Ballot dated
The Company has constituted Internal Committee(s) (“ICs”) December 03, 2022, for seeking the approval of
to redress and resolve any complaints arising under the Members of the Company by way of Special Resolution
POSH Act. Training / awareness programs are conducted for appointment of Shri Natrajan Ramkrishna
throughout the year to create sensitivity towards ensuring (DIN: 06597041) and Shri Jagdish Chandra Belwal
respectable workplace. (DIN: 08644877) as an Independent Directors of the Company.
101
Solar Industries India Limited / Annual Report 2022-23
cast against the resolution, then the appointment of such personal commitments. The Board places on record
an independent director shall be deemed to have been its appreciation towards valuable contribution made
made under sub-regulation (2A). by him during his tenure as an Independent Director
of the Company.
In light of the above amendment, Shri Natrajan Ramkrishna
(DIN: 06597041) Shri Jagdish Chandra Belwal (DIN: f. Vacation of Director
08644877) are deemed to be appointed as Independent
Directors of the Company under Regulation 25(2A) of SEBI Shri Kailashchandra Nuwal (DIN: 00374378) had vacated
Listing Regulations. the office of Director with effect from November 7, 2019.
Hon’ble NCLT, Mumbai Bench had allowed two prayers
The Board opines that the independent directors so of the Shri Kailashchandra Nuwal. However, Hon’ble
appointed are of integrity and possess the requisite NCLAT vide order dated February 25, 2021, stayed the
expertise and experience (including proficiency). operation of the said order of Hon’ble NCLT. The Hon’ble
NCLAT pronounced its final order through virtual hearing
c. Re-appointment on December 14, 2021 (“Impugned Order”) in the Appeal
No. 29/2021 filed by Solar Industries India Limited (“the
1. The Board recommends the re- appointment of
Company”). By way of this Impugned Order, the Hon’ble
Shri Suresh Menon (DIN: 07104090), as a Whole
NCLAT had dismissed the appeal filed by the Company. The
time Director designated as Executive Director of the
Company filed Civil Appeal, against the Impugned order of
Company for the term of 2 (Two) years for approval of
of the Hon’ble NCLAT before the Hon’ble Supreme Court
the members at the ensuing Annual General Meeting.
on January 5, 2022 (“Civil Appeal”). The Civil Appeal was
2. The Board recommends the re- appointment of listed before the Hon’ble Supreme Court on January 10,
Smt. Sujitha Karnad (DIN: 07787485) as a Non- 2022. Hon’ble Supreme Court vide order dated January
Executive Independent Director of the Company 10, 2022, stayed the operation of the impugned orders
for the term of 3 (Three) years for approval of the of Hon’ble NCLT and Hon’ble NCLAT dated December 14,
members at the ensuing Annual General Meeting. 2021, till the next date of hearing. Hence the name of
Shri Kailashchandra Nuwal is not mentioned as a Director.
The brief resume and other details relating to
Shri Suresh Menon and Smt Sujitha Karnad who g. Key Managerial Personnel
are proposed to be reappointed, as required
The Key Managerial Personnel of the Company as on
to be disclosed under Regulation 36(3) of SEBI
March 31, 2023 are:
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, is incorporated in the annexure to Sr. Name of Key
the notice calling 28th Annual General Meeting. Designation
No. Managerial Personnel
1. Shri Manish Nuwal Managing Director and
Attention of the Members is invited to the relevant Chief Executive Officer
item in the Notice of the Annual General Meeting and 2. Shri Suresh Menon Whole time Director
the Explanatory Statement thereto. 3. Shri Milind Deshmukh Whole time Director
4. Shri Moneesh Agrawal Joint Chief Financial
d. Change in Designation
Officer
5. Smt. Shalinee Mandhana Joint Chief Financial
The Board at its meeting held on May 3, 2022 and pursuant
Officer
to the recommendation of Nomination and Remuneration 6. Smt. Khushboo Pasari Company Secretary &
Committee has accepted the request of Shri Satyanarayan Compliance Officer
Nuwal to act as a Chairman and Non-executive Director Note:-
not liable to retire by rotation w.e.f May 3, 2022 instead Shri Satyanarayan Nuwal (DIN: - 00713547) ceased to be
of Whole-time Director of the Company. key managerial personnel with effect from May 3, 2022.
e. Cessation of Directors
26. Board Evaluation
1. Shri Dilip Patel ceased to be Non-Executive
Independent Director of the Company with effect In terms of the provisions of Section 134(3)(p) of the
from October 19, 2022, on attaining the age of Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing
Seventy-Five years. The Board places on record its Obligations and Disclosure Requirements) Regulations, 2015,
appreciation towards valuable contribution made the Board has carried out an annual performance evaluation
by him during his tenure as an Independent Director of its own performance, individual Directors, Chief Financial
of the Company. Officer, Company Secretary as well as the evaluation of the
working of its Board Committees. Performance evaluation of
2. Shri Ajai Nigam Non-Executive Independent Director Independent Directors was done by the entire Board, excluding
of the Company has stepped down from the Board the Independent Directors being evaluated. The manner in
of the Company with effect from March 3, 2023, which the evaluation has been carried out has been explained
on account of his advancing age and increasing in the Corporate Governance Report.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The above criteria are broadly based on the Guidance Note on 28.
Remuneration of Directors, Key Managerial
Board Evaluation issued by the Securities and Exchange Board Personnel and Senior Management
of India on January 5, 2017.
The remuneration paid to the Directors, Key Managerial
27. Nomination & Remuneration Policy Personnel and Senior Management is in accordance with
the Nomination and Remuneration Policy formulated in
The Nomination and Remuneration Policy of the Company, accordance with Section 178 of the Act and Regulation 19 read
inter alia, provides that the Nomination and Remuneration with Schedule II of the SEBI (Listing Obligations and Disclosure
Committee shall: (i) formulate the criteria for board membership, Requirements) Regulations, 2015. Further details on the same
including the appropriate mix of Executive & Non-Executive are given in the Corporate Governance Report which forms
Directors; (ii) approve and recommend compensation packages part of this Annual Report.
and policies for Directors and Senior Management; and (iii) lay
The information required under Section 197 of the Act
down the effective manner of performance evaluation of the
read with Companies (Appointment and Remuneration of
Board, its Committees and the Directors.
Managerial Personnel) Rules, 2014 in respect of Directors/
The policy is directed towards a compensation philosophy and employees of the company is available on the website of the
structure that will reward and retain talent and provides for a Company at www.solargroup.com
balance between fixed and incentive pay, reflecting short and
longterm performance objectives appropriate to the working of 29. Annual Return
the Company and its goals. This remuneration policy is placed
on the Company’s website https://bit.ly/SolargroupNRPolicy 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
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.
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Solar Industries India Limited / Annual Report 2022-23
e. Affirmation that the remuneration is as per the stock exchanges. The said disclosures can be accessed on the
Remuneration Policy of the Company. website of the Company at www.solargroup.com.
The remuneration paid/payable is as per the Policy on The Related Party Transactions Policy is available on the
Remuneration of Directors and Remuneration Policy for Key Company’s website at www.solargroup.com
Managerial Personnel and Employees of the Company.
f. The statement containing names of top ten employees 32. Human Resources and Industrial Relations
in terms of remuneration drawn and the particulars of
The Company has a constant focus on attracting, developing
employees as required under Section 197(12) of the Act
and retaining talent. We believe that our employees are our
read with Rule 5 of the Companies (Appointment and
key strength, and their development and well-being is crucial
Remuneration of Managerial Personnel) Rules, 2014,
to sustaining organizational success.
is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being The company is constantly engaging in several initiatives to
sent to the members excluding the aforesaid annexure. In develop employees holistically to ensure that we have competent
terms of Section 136 of the Act, the said annexure is open employees is all areas of the business. We are implementing
for inspection at the Registered Office of the Company several robust HR practices and processes to enhance employee
and has been uploaded on the website of the Company at experience, engagement and enablement to deliver exemplary
www.solargroup.com Any shareholder interested in obtaining results. Some of these initiatives include structured talent
a copy of the same may write to the Company Secretary. management processes, leadership development, competency
development, identifying and ring-fencing key employees
31. Related Party Transactions occupying key roles, employee engagement and well-being,
rewards and recognition, performance management and so on.
All transactions with related parties during the financial Having implemented the Behavioral Competency Framework
year 2022-23 were reviewed and approved by the Audit with a focus on leadership development, Functional Competency
Committee and are in accordance with the Policy on dealing Framework is being institutionalized to enhance technical
with materiality of Related Party Transactions and the Related and functional expertise. Right environment and resources
Party Framework, formulated and adopted by the Company. are provided to ensure research capabilities of employees are
Prior omnibus approval of the Audit Committee is obtained on developed and honed to develop in-house products with sound
a yearly basis for the transactions which are of unforeseen and safety, quality and reliability standards. Leadership development
repetitive nature. The transactions entered into pursuant to initiatives include providing the necessary experience, exposure
the omnibus approval so granted are audited and a statement and education to ensure employee readiness to execute critical
giving details of all related party transactions is placed before roles and responsibilities. We have a robust induction and training
the Audit Committee for their approval on a quarterly basis. process for new talent, to ensure safety and quality standards
are adhered to. All new employees are required to go through
All contracts/arrangements/transactions entered into by the
detailed technical and behavioral trainings in their respective
Company during the year under review with Related Parties
domain areas to ensure productivity is achieved along with
were in the ordinary course of business and at arm’s length
safety and quality. The Company is maintaining smooth Industrial
basis in terms of provisions of the Act.
relation and statutory compliance at all plants and offices.
There are no materially significant related party transactions that
may have potential conflict with interest of the Company at large. 33. Auditors and Auditors Report
There were no transactions of the Company with any person or
entity belonging to the Promoter(s)/Promoter(s) Group which Statutory Auditors
individually holds 10% or more shareholding in the Company.
Pursuant to the provisions of Section 139 of the Companies
The details of the related party transactions as per Indian Act, 2013 and the Rules made there under, M/s SRBC & Co.
Accounting Standards (IND AS) - 24 are set out in Note 29 to LLP Chartered Accountants (Firm Registration No. 324982E/
the Standalone Financial Statements of the Company. Form E300003) jointly with M/s. Gandhi Rathi & Co (Firm Registration
AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, No. 103031W) were appointed as Statutory Auditor of the
2013 read with Rule 8(2) of the Companies (Accounts) Rules, Company in the 27th Annual General Meeting till the conclusion
2014 is set out in the “Annexure A” to this report. of the 32nd Annual General Meeting of the Company.
The Company in terms of Regulation 23 of the Listing Regulations M/s SRBC & Co. LLP Chartered Accountants (Firm Registration
shall submit on the date of declaration of its standalone and No. 324982E/ E300003) jointly with M/s. Gandhi Rathi & Co
consolidated financial results for the half year, disclosures (Firm Registration No. 103031W) have confirmed their eligibility
of related party transactions on a consolidated basis, in the and qualification required under Section 139, 141 and other
format specified in the relevant accounting standards to the applicable provisions of the Companies Act, 2013 and Rules
104
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
issued thereunder (including any statutory modification(s) or The Board of Directors, on the recommendation of the Audit
re-enactment(s) thereof for the time being in force). Committee, has re-appointed Shri Anant B Khamankar of Anant
B Khamankar & Co. practicing Company Secretary, Mumbai to
Auditors’ Report
conduct the secretarial audit of the Company for FY 2023-24.
The Auditor’s Report for the year ended March 31, 2023 on They have confirmed their eligibility for the re-appointment.
the financial statements of the Company is a part of this
Annual Report. The notes on Financial Statements referred in 34. Corporate Social Responsibility
the Annual Report are self-explanatory and do not call for any
further comments. The Company continues its endeavour to improve the
lives of people and provide opportunities for their holistic
The Auditor’s Report for the financial year 2022-23 does not
development through its different initiatives in the areas of
contain any qualification, reservation or adverse remark.
Health, Education, Ensuring environmental sustainability, Rural
Cost Auditor Development, Skill Development.
The Company has maintained cost records for certain products A detailed report on Solar’s various CSR initiatives has been
as specified by the Central Government under sub-section (1) provided in the Annual Report on CSR initiatives, as required
of Section 148 of the Act. Shri Deepak Khanuja, Partner of under Section 135 of the Companies Act, 2013 (Act) which is
M/s Khanuja Patra & Associates, Nagpur has carried out the cost annexed as “Annexure C” to this report on page no. 113.
audit for applicable products during the financial year 2022-23.
The CSR policy is available on https://bit.ly/CSRpolicy
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 35. Energy Conservation, Technology Absorption and
Auditors of the Company to conduct the audit of cost records Foreign Exchange Earnings and Outgo
of certain products for the financial year 2023-24 M/s Khanuja
The information on conservation of energy, technology
Patra & Associates being eligible, have consented to act as the
absorption and foreign exchange earnings and outgo stipulated
Cost Auditors of the Company for the financial year 2023-24.
under Section 134(3) (m) of the Companies Act, 2013 read with
Internal Auditor Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed
herewith as “Annexure D”.
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 36. Management Discussion and Analysis Report
functions and activities of the Company was undertaken by
A detailed review of operations, performance and future
the Internal Auditors of the Company on quarterly basis by
outlook of your Company and its businesses is given in the
M/s. Protiviti India Member Private Limited the Internal Auditors
Management Discussion and Analysis, which forms part of this
of the Company.
Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing
There were no adverse remarks or qualification on accounts of Obligations and Disclosure Requirements) Regulations, 2015.
the Company from the Internal Auditors.
The Board of Directors of the Company has appointed 37. Statement of Management Responsibility for
M/s. Protiviti India Member Private Limited to conduct the Consolidated Financial Statements
Internal Audit as per Rule 13 of the Companies (Accounts)
The Holding Company’s Board of Directors are responsible
Rules, 2014 prescribed under Section 138 of the Companies
for the preparation and presentation of these Consolidated
Act, 2013 for the financial year 2023-24.
Financial Statements in terms of the requirements of the Act
Secretarial Auditor that give a true and fair view of the consolidated financial
position, consolidated financial performance including
The Secretarial Audit for the year 2022-23 was undertaken by
other comprehensive income, consolidated cash flows and
Shri Anant B Khamankar of Anant B Khamankar & Co. practicing
consolidated statement of changes in equity of the Group in
Company Secretary the Secretarial Auditor of the Company.
accordance with the accounting principles generally accepted in
The Secretarial Audit Report for the financial year ended India, including the Indian Accounting Standards (Ind AS) specified
March 31, 2023 under the Act, read with Rules made under Section 133 of the Act read with the Companies (Indian
thereunder and Regulation 24A of the Listing Regulations of Accounting Standards) Rules, 2015, as amended. The respective
the Company and its Material Subsidiary are annexed herewith Board of Directors of the companies included in the Group are
as “Annexure B1 and B2”. responsible for maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of
The Secretarial Audit Report for the financial year 2022-23, the assets of the Group and for preventing and detecting frauds
does not contain any qualification, reservation, or and other irregularities; selection and application of appropriate
adverse remark. accounting policies; making judgment’s and estimates that are
reasonable and prudent; and the design, implementation and
105
Solar Industries India Limited / Annual Report 2022-23
maintenance of adequate internal financial controls, that were iii. Proper and sufficient care has been taken for the
operating effectively for ensuring the accuracy and completeness maintenance of adequate accounting records in
of the accounting records, relevant to the preparation and accordance with the provisions of this act for safeguarding
presentation of the Consolidated Financial Statements that give the assets of the Company and detecting fraud and other
a true and fair view and are free from material misstatement, irregularities;
whether due to fraud or error, which have been used for the
purpose of preparation of the Consolidated Financial Statements iv. Annual accounts for the year ended March 31, 2023 have
by the Directors of the Holding Company, as aforesaid. In been prepared on a going concern basis.
preparing the Consolidated Financial Statements, the respective
v. Internal Financial controls were in place and that
Board of Directors of the companies included in the Group are
the financial controls were adequate and were
responsible for assessing the ability of the Group to continue
operating effectively.
as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting vi. Systems to ensure compliance with the provisions of all
unless management either intends to liquidate the Group or to applicable laws were in place and were adequate and
cease operations, or has no realistic alternative but to do so. operating effectively.
Those respective Boards of Directors of the companies included
in the Group are also responsible for overseeing the financial
40. Other Disclosures
reporting process of the Group.
i. The requirement to disclose the details of difference
38. Business Responsibility and Sustainability Report between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
The Company is committed to pursuing its business objectives loan from the Banks or Financial Institutions along with
ethically, transparently and with accountability to all its the reasons thereof, is not applicable.
stakeholders. It believes in demonstrating responsible
behaviour while adding value to society and the community, ii. No application has been made under the Insolvency and
as well as ensuring environmental well-being from a long- Bankruptcy Code; hence the requirement to disclose the
term perspective. details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, 2016) during the year along with their status as at the end
the Company has prepared the Business Responsibility & of the financial year is not applicable.
Sustainability Report for the year 2022-23, which forms a
part of this Annual Report and also hosted on the Company’s iii. The Company has not failed to implement any corporate
website and can be accessed at www.solargroup.com action during the year under review;
Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the v. The Company has registered itself on Trade Receivables
Board of Directors hereby confirms that: Discounting System platform (TReDS) through the service
providers Receivables Exchange of India Limited. The
i. In the preparation of the annual accounts of the Company Company complies with the requirement of submitting
for the year ended March 31, 2023, the applicable a half yearly return to the Ministry of Corporate Affairs
Accounting Standards had been followed and there within the prescribed timelines.
are no departures;
vi. There has been no change in the nature of business
ii. Accounting policies have been selected and applied of the Company.
consistently and judgments and estimates made that are vii. There was no revision of financial statements and Board’s
reasonable and prudent so as to give true and fair view Report of the Company during the year under review.
of the state of affairs of the Company at the end of the
financial year March 31, 2023 and of the profit of the viii. All the Independent Directors of the Company have passed
Company for that year ended on that date; the Online Proficiency Self-assessment Test conducted by
Indian Institute of Corporate Affair (IICA).
106
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
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.
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
107
Solar Industries India Limited / Annual Report 2022-23
ANNEXURE A
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1)
of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto:
(a) Name(s) of the related party and nature of relationship: Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable
(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Not Applicable
d. Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable
Note: The above disclosures on material transactions are based on the principle that transactions with wholly owned subsidiaries are exempt
for purpose of section 188(1) of the Act.
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
108
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Annexure B1
Form No. MR - 3
(Pursuant to Section 204(1) of the Companies Act, 2013 & Rule 9 of the Companies Appointment and Remuneration of Managerial
Personnel Rules, 2014)
To,
The Members,
SOLAR INDUSTRIES INDIA LIMITED
"Solar" House,
14 Kachimet,
Amravati Road
Nagpur - 440023
We have conducted the secretarial audit of the compliance (a) The Securities and Exchange Board of India (Substantial
of applicable statutory provisions and the adherence to good Acquisition of Shares and Takeovers) Regulations, 2011;
corporate practices by Solar Industries India Limited (hereinafter
called “the Company”). Secretarial Audit was conducted in a (b) The Securities and Exchange Board of India (Prohibition of
manner that provided us a reasonable basis for evaluating the Insider Trading) Regulations, 2015;
corporate conducts/statutory compliances and expressing our
(c) The Securities and Exchange Board of India (Issue of
opinion thereon.
Capital and Disclosure Requirements) Regulations, 2018;
Based on our verification of the Company’s books, papers, minute
(d) The Securities and Exchange Board of India (Share Based
books, forms and returns filed and other records maintained by the
Employee Benefits and Sweat Equity) Regulations, 2021;
company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct (e) The Securities and Exchange Board of India (Issue and
of the Secretarial Audit, we hereby report that in our opinion, the Listing of Non-Convertible Securities) Regulations, 2021;
Company has, during the audit period covering the financial year
ended on 31st March, 2023 complied with the statutory provisions (f) The Securities and Exchange Board of India (Registrars to
listed hereunder and also that the Company has proper Board an Issue and Share Transfer Agents) Regulations, 1993
processes and compliance mechanism in place to the extent, in the regarding the Companies Act and dealing with client;
manner and subject to the reporting made hereinafter:
(g) The Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2021;
We have examined the books, papers, minute books,
forms and returns filed and other records maintained (h) The Securities and Exchange Board of India (Buyback of
by Solar Industries India Limited for the financial Securities) Regulations, 2018;
year ended on 31st March, 2023 according to the
(i) The Securities and Exchange Board of India
provisions of:
(Listing Obligations and Disclosure Requirements)
(i) The Companies Act, 2013 (the Act) and the rules Regulations, 2015;
made thereunder;
(vi) OTHER APPLICABLE LAWS:
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
a) The Indian Boilers Act, 1923
the rules made thereunder;
b) The Standards of Weights and Measures
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
(Enforcement) Act, 1985
framed thereunder;
c) The Explosives Act, 1884
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign d) The Environment (Protection) Act, 1986
Direct Investment, Overseas Direct Investment and External
Commercial Borrowings; e) The Air (Prevention and Control of Pollution) Act, 1981
(v) The following Regulations and Guidelines prescribed under the f) The Water (Prevention & Control of Pollution) Act, 1974
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
109
Solar Industries India Limited / Annual Report 2022-23
We further report that during the period under audit, as per above referred laws, rules, regulations and standards,
following are the events/actions:
1. The Commercial Paper (CP) issued and redeemed during the year 2022-23 are as follows:
Sr.
Particulars Date of Issue Amount of Issue Date of Redemption
No
1. CP in favor of ICICI Bank Limited October 18, 2022 H50 Crore January 13, 2023
2. CP in favor of Axis Bank Limited November 21, 2022 H50 Crore May 20, 2023
3. CP in favor of ICICI Prudential MF January 11, 2023 H50 Crore March 24, 2023
2. The Company has issued and allotted 600 (Six Hundred) rated, on January 10, 2022. After considering the submissions
unsecured, listed, redeemable, Non-Convertible Debentures on of the parties, the Hon'ble Supreme Court has stayed the
Private Placement basis on December 23, 2022. impugned orders of NCLT dated 09.02.2021 and NCLAT
dated 14.12.2021”
3. 1 (One) Investor complaint raised in the year 2020-21 remains
unsolved till date as the matter is sub-judice before Honorable
NCLT and Supreme Court. FOR ANANT B KHAMANKAR & CO.
COMPANY SECRETARIES
“The Company, Solar Industries India Limited had filed an
appeal against the order of the Hon'ble National Company ANANT B. KHAMANKAR
Law Appellate Tribunal ("NCLAT") in the Company Appeal (AT) PROPRIETOR
No. 29 of 2021 dated December 14, 2021, before the Hon'ble FCS No. – 3198
Supreme Court on January 5, 2022 ("Civil Appeal").The Civil DATE: April 28, 2023 CP No. – 1860
Appeal was listed before the Hon'ble Supreme Court virtually PLACE: MUMBAI UDIN: F003198E000215454
110
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Annexure B2
Form No. MR - 3
To
The Members,
Economic Explosives Limited
11 Zade Layout Bharat,
Nagpur - 440033, Maharashtra
We have conducted the secretarial audit of the compliance (a) The Securities and Exchange Board of India (Substantial
of applicable statutory provisions and the adherence to good Acquisition of Shares and Takeovers) Regulations, 2011;
corporate practices by Economic Explosives Limited (hereinafter
called “the Company”). Secretarial Audit was conducted in a (b) The Securities and Exchange Board of India (Prohibition of
manner that provided us a reasonable basis for evaluating the Insider Trading) Regulations, 2015;
corporate conducts/statutory compliances and expressing our
(c) The Securities and Exchange Board of India (Issue of
opinion thereon.
Capital and Disclosure Requirements) Regulations, 2018;
Based on our verification of the Company’s books, papers, minute
(d) The Securities Exchange Board of India (Share Based
books, forms and returns filed and other records maintained by the
Employee Benefits and Sweat Equity) Regulations, 2021;
Company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct (e) The Securities and Exchange Board of India (Issue and
of the Secretarial Audit, we hereby report that in our opinion, the Listing of Non-Convertible Securities) Regulation, 2021;
Company has, during the audit period covering the financial year
ended on 31st March, 2023 complied with the statutory provisions (f) The Securities and Exchange Board of India (Registrars to
listed hereunder and also that the Company has proper Board an Issue and Share Transfer Agents) Regulations, 1993
processes and compliance mechanism in place to the extent, in the regarding the Companies Act and dealing with client;
manner and subject to the reporting made hereinafter:
(g) The Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2021; and
We have examined the books, papers, minute books,
forms and returns filed and other records maintained (h) The Securities and Exchange Board of India (Buyback of
by the Company for the period ended on 31st March, Securities) Regulations, 2018;
2023 according to the provisions of:
(i) The Securities and Exchange Board of India
(i) The Companies Act, 2013 (the Act) and the rules (Listing Obligations and Disclosure Requirements)
made thereunder; Regulations, 2015;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and (vi) OTHER APPLICABLE LAWS:
the rules made thereunder;
a) The Standards of Weights and Measures
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws (Enforcement) Act, 1985
framed thereunder;
b) The Explosives Act, 1884
(iv) Foreign Exchange Management Act,1999 and the rules c) Legal Metrology Act, 2009
and regulations made there under to the extent of Foreign
Direct Investment, Overseas Direct Investment and External d) The Public Liability Insurance Act, 1991
Commercial Borrowings;
e) The Contract Labour (Regulation and Abolition) Act, 1970
(v) The following Regulations and Guidelines prescribed under the f) The Minimum Wages Act, 1948
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)
are not applicable to Economic Explosives Limited as it is g) Hazardous Wastes (Management, Handling and
an Unlisted Public Company: Transboundary Movement) Rules, 2008
111
Solar Industries India Limited / Annual Report 2022-23
h) The Environment (Protection) Act, 1986 further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
i) The Water (Prevention and Control of Pollution) Act, 1974
Majority decision is carried through while the dissenting members’
j) The Air (Prevention and Control of Pollution) Act, 1981
views, if any, are captured and recorded as part of the minutes.
k) The Factories Act, 1948
We further report that there are adequate systems and processes
l) Mines Act, 1952 (wherever applicable) in the company commensurate with the size and operations of the
Company to monitor and ensure compliance with applicable laws,
m) Mines and Mineral (Regulation and Development) Act,
rules, regulations and guidelines.
1957 (wherever applicable)
We have relied on the representations made by the Company, We further report that during the audit period under
its Officers and Reports of the Statutory Auditor for the systems review, there were no instances of:
and mechanism framed by the Company for compliances under
other Acts, Laws and Regulations applicable to the Company. i) Public/ Rights/ Preferential issue of shares/ debentures, etc.
We have also examined compliance with the applicable clauses ii) Redemption / buy-back of securities.
of the Secretarial Standards issued by The Institute of Company
iii) Major decisions taken by the members in pursuance to section
Secretaries of India.
180 of the Companies Act, 2013.
During the period under review the Company has complied
iv) Merger / amalgamation / reconstruction, etc.
with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above. v) Foreign technical collaborations
The Board of Directors of the Company is duly constituted. The FOR ANANT B KHAMANKAR & CO.
changes in the composition of the Board of Directors that took place COMPANY SECRETARIES
during the period under review were carried out in compliance with
the provisions of the Act. ANANT B. KHAMANKAR
PROPRIETOR
Adequate notice is given to all directors to schedule the Board FCS No. : 3198
Meetings, agenda and detailed notes on agenda were sent at least DATE: April 28, 2023 CP No. : 1860
seven days in advance, and a system exists for seeking and obtaining PLACE: MUMBAI UDIN: F003198E000215454
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Annexure C
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
The Company believes in undertaking business in a way that will lead to overall development of all stakeholders and society. The CSR
initiatives of the Company aim towards inclusive development of the communities largely around the vicinity of its plants and registered
office through a range of structured interventions in the areas of:
1. Education
4. Rural Development
5. Skill Development
3. The Web - link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the
website of the Company.
Link: https://bit.ly/CSRpolicy
4. The executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3)
of rule 8, if applicable:
The average CSR obligation of the Company in the past 3 years was H 5.45 Crore. hence, the impact assessment is not applicable
to the Company.
5. (a) Average net profit of the Company as per section 135(5) : H 290.78 Crore
(b) Two percent of average net profit of the company as per section 135(5): H 5.82 Crore
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: - Not Applicable
(d) Amount required to be set off for the financial year, if any. Not Applicable
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]:- H 5.82 Crore
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Solar Industries India Limited / Annual Report 2022-23
6. a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project).: - J 5.825 Crore
b) Details of CSR amount spent against other than ongoing projects for the financial year:
(In Crore)
1 2 3 4 5 6 7 8
Item from the Amount Mode of
Local Mode of
list of spent implementation –
Sr. Name of the area Location of the implementation -
activities in for Through
No Project (Yes/ project Direct
schedule VII the implementing
No) (Yes/ No)
to the Act project agency
State District Name CSR
Registration
Number
1 Upgradation of Promoting Yes Maharashtra Nagpur 4.51 Direct NA NA
Hospital infrastructure healthcare
and including
Provisioning of preventive
Medical healthcare
Equipment’s activities
2. Infrastructural Promotion Yes Maharashtra Yavtmal 0.96 Direct NA NA
development of of Pauni
schools Education Chandrapur
for underprivileged
children
3. Environment Ensuring Yes Maharashtra Nagpur 0.15 Direct NA NA
Projects environmental
for Restoration sustainability
of ecosystem
4. Infrastructural Rural Yes Maharashtra Bazargaon 0.035 Direct NA NA
Development in Development
Rural area
5. Contribution for Skill Yes Maharashtra Nagpur 0.10 Direct NA NA
skill development Development
programme
6. Other CSR Initiative Yes Maharashtra 0.07 Direct NA NA
e) Total amount spent for the Financial Year [(a)+(b)+(c)]:- J 5.825 Crore
H 5.825 Crore NA NA NA NA NA
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Sl.
Particular Amount (in Crore)
No.
(i) Two percent of average net profit of the company as per sub-section (5) of section 135 H 5.82 Crore
(ii) Total amount spent for the Financial Year H 5.825 Crore
(iii) Excess amount spent for the financial year [(ii)-(i)] NIL
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous NIL
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] NIL
7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years :- Not Applicable
Amount Date
(in J). of transfer
NIL
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the
Financial Year:
Sl. Short particulars of the Pincode of Date Amount of Details of entity/ Authority/beneficiary of the
No. property or asset(s) the Property of CSR registered owner
[including complete or asset(s) creation Amount
address and location of spent
the property]
1 2 3 4 5 6
CSR
Registration Registered
Name
Number, if address
applicable
NIL
9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135.
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Solar Industries India Limited / Annual Report 2022-23
ANNEXURE D
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.
The pioneering effort of the Company in rainwater harvesting Benefits: Improved safety, Product Quality improvement,
has started giving decent outcomes. Construction of benches, production flexibility and enhancing efficiencies.
trenches, open reservoirs and check dams in the large open
land areas in the plant will result in considerable increase in RESEARCH AND DEVELOPMENT (R&D)
the water table in and around the plant area, thus ensuring
a) Specific area in which R&D has been carried out by the
year-round water availability for our plant operation &
Company in the field of:
plantation. Moreover, availability of rain waters-a soft water-in
the open ponds, saves on water softening and saving in energy Packaged Explosives
cost of ground water withdrawal viz-a-viz conservation of
natural resources. Bulk Explosives
The effluents & sewage water are treated in the Effluent Initiating Systems High Energy Materials
Treatment Plants /STP and the treated water is recycled in
the process and are used for gardening purposes. We have High Energy Explosives
achieved Zero Liquid Discharge (ZLD).
b) Benefits derived as results of above:
The Company gets energy audit conducted internally and by
Improved Safety
experts on regular basis and take corrective actions based on
the recommendations. The steps have resulted not only in Standards and Compliance Safety in primary
saving the energy and conserving natural resources but also in explosives composition development as resulted in
reducing our running costs of the operations. improved Industrial safety and establishing better
work environment.
During the year under review, the Company has not made any
capital investment on energy conservation equipment . Enhanced environment protection.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Reduction in Wastage
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
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Solar Industries India Limited / Annual Report 2022-23
Your Company is committed to sound principles of Corporate 2.3 Corporate Governance Practices:
Governance with respect to all of its procedures, policies
and practices. The governance processes and systems are SOLAR strives for highest Corporate Governance Practices.
continuously reviewed to ensure highest ethical and responsible The “Compliance Module” has been implemented, across the
standards being practiced by your Company. Comprehensive Organisation, which is devised to ensure compliance with
disclosures, structured accountability in exercise of powers, all applicable laws that impact the Company’s business. All
adhering to best practices and commitment to compliance with securities related filings with Stock Exchanges are reviewed
regulations and statutes in letter as well as spirit have enabled every quarter by the Stakeholders’ Relationship Committee and
your Company to enhance shareholder value. In fact, this has the Board of the Company.
become an integral part of the way the business is done.
2.4 Corporate Governance Structure:
SOLAR recognizes that good Corporate Governance is a
continuous exercise and reiterates its commitment to pursue For effective, efficient, transparent and ethical functioning,
highest standards of Corporate Governance in the overall SOLAR has four layers of Corporate Governance:
interest of all its stakeholders for effective implementation of
the Corporate Governance practices. Governance by Board of Directors.
Governance by Shareholders.
SOLAR has adopted various codes and policies to function in an
ethical manner. Some of these codes and policies are as follows: Governance through Management Process.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
3.
FIRST LAYER GOVERNANCE BY BOARD OF Pre-reads are circulated well in advance before each meeting
DIRECTORS: to all the Directors for facilitating effective discussion and
decision making. Considerable time is spent by the Directors
Role of Board of Directors in the Corporate Governance: on discussion and deliberations at the Board Meetings.
The Directors of the Company are in a fiduciary position, The meetings of the Board are regularly held at Nagpur at
empowered to oversee the management functions with a view the registered office of the Company. The Directors who are
to ensuring its effectiveness and enhancement of shareholder unable to attend the meetings in person, participates in the
value. The Board also provides strategic direction, reviews meeting via Audio-Visual mode.
and approves management’s business objectives, plans and
oversees risk management. The Board’s actions and decisions The Board has complete access to any information within
are aligned with the Company’s best interests. your Company. Members of the Board have complete freedom
to express their views on agenda items and can discuss any
3.1 Composition of Board: matter at the Meeting with the permission of the Chairperson.
Apart from Board Members and the Company Secretary, the
The Composition of the Board of Directors is adhering with the
Board and Committee Meetings are also attended by the Chief
Regulation 17 (1) of SEBI (Listing Obligations and Disclosure
Financial Officer and wherever required by the heads of various
Requirement) Regulation, 2015 as on March 31, 2023.
Corporate Functions.
The composition of the Board represents an optimal mix of
Prior approval from the Board and Committee members are
professionalism, knowledge and experience and enables the
obtained for circulating the agenda items of shorter notice for
Board to discharge its responsibilities and provide effective
matters that forms part of the Board and Committee Agenda
leadership to the business.
and are considered to be in the nature of Un-published Price
Composition Analysis: Sensitive Information.
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Solar Industries India Limited / Annual Report 2022-23
regulations, including the Companies Act, 2013 read with rules persons in accordance with the Company’s Policy for Selection
issued thereunder, as applicable and Secretarial Standard-1 of Directors and determining Director’s independence and
and Secretarial Standard-2 issued by the Institute of Company recommends to the Board their appointment.
Secretaries of India.
As required under Regulation 46(2)(b) of the SEBI (LODR)
Meetings held during the year: Regulation, 2015, the Company has issued formal letters
of appointment to the Independent Directors. The terms &
During the FY 2022-23, the Board of Directors met five times conditions of their appointment are posted on the Company’s
i.e. May 03, 2022, June 06, 2022, July 25, 2022, November 04, website and can be accessed at www.solargroup.com.
2022 and January 25, 2023. The necessary quorum was present
for all the meetings. The maximum interval gap between any Familiarisation Program of Independent Directors:
two meetings did not exceed 120 days.
Any new Director who joins the Board is presented with a brief
Flow of Information to the Board: background of the Company, its operations and is informed
of the important policies of the Company including the Code
The Board has complete access to all Company-related of Conduct for Directors and Senior Management Personnel,
information. The Company Secretary is responsible for Code of Conduct for Prevention of Insider Trading, Policy on
collation, review and distribution of all papers submitted to the Related Party Transactions, Policy on Remuneration, Policy on
Board and Committees thereof for consideration. material events, Policy on material subsidiaries, Whistle Blower
Policy, Risk Management Policy, Policy on Anti-Corruption and
All material information is circulated to the Directors before the Anti-Bribery, Policy on Prevention of Sexual Harassment and
meeting, including minimum information required to be made Corporate Social Responsibility Policy.
available to the Board as prescribed under Part A of Schedule II
of the Listing Regulations. The management makes concerted The Statutory Auditors, Internal Auditors and Senior
efforts to continuously upgrade the information available to Management of the Company make presentations to the Board
the Board for decision making and the Board members are of Directors with regard to regulatory changes from time to
updated on all key developments relating to the Company. time while approving the Financial Results.
3.3 Independent Directors: The Board members are provided with necessary documents,
brochures, reports and internal policies to enable them to
Separate Meetings of Independent Directors:
familiarise with the Company’s procedures and practices.
As stipulated by the Code of Independent Directors under
the Companies Act, 2013 and Regulation 25 of SEBI (Listing Periodic presentations are made at the Board and Committee
Obligations and Disclosure Requirements) Regulations, 2015, meetings on business and performance updates of the Company
two separate meetings of the Independent Directors of the including Finance, Sales, Marketing of the Company’s major
Company were held on July 25, 2022 and March 11, 2023. business segments, practices relating to Human Resources,
overview of business operations of major subsidiaries, global
i. Review the performance of Non- Independent Directors business environment, business strategy and risks involved.
and the Board as a whole;
The details of the familiarisation programme of the Independent
ii. Review the performance of the Chairperson of the Directors are available on the website of the Company at the
Company, taking into account the views of Executive link: https://bit.ly/SolargroupFPpolicy
Directors and Non-Executive Directors;
Declarations by Independent Directors:
iii. Assess the quality, quantity and timeliness of flow of
information between the Company management and the Independent Directors are Non-Executive Directors as defined
Board that is necessary for the Board to effectively and under Regulation 16(1)(b) of the SEBI (Listing Regulations)
reasonably perform their duties. read with Section 149(6) of the Companies Act, 2013 along
with rules framed thereunder. In terms of Regulation 25(8)
The Independent Directors expressed satisfaction with the
of SEBI Listing Regulations, they have confirmed that they
overall performance of the Directors and the Board as a whole.
are not aware of any circumstance or situation which exists
Selection and Appointment of Independent Directors: or may be reasonably anticipated that could impair or impact
their ability to discharge their duties. The maximum tenure of
Considering the requirement of skill sets on the Board, eminent
Independent Directors is in compliance with the Companies
persons having an independent standing in their respective
Act, 2013 (“the Act”) and the Listing Regulations. Based on
field / profession and who can effectively contribute to the
the declarations received from the Independent Directors, the
Company’s business and policy decisions are considered by the
Board of Directors has confirmed that they meet the criteria of
Nomination and Remuneration Committee for appointment,
independence as mentioned under Regulation 16(1)(b) of the
as an Independent Director on the Board. The Committee,
SEBI Listing Regulations, 2015 and that they are independent
inter alia, considers qualification, positive attributes, area of
of the management. The Independent Directors have also
expertise and number of Directorship(s) and Membership(s)
confirmed that they have registered themselves in the databank
held in various Committees of other companies by such
of persons offering to become Independent Directors.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Every Independent Director, at the first meeting of the Board in (Listing Obligations and Disclosure Requirements) (Sixth
which he participates as a Director and thereafter at the first Amendment) Regulations, 2022, where a special resolution
meeting of the Board in every financial year, gives a declaration for the appointment of an Independent Director fails to get
that he meets the criteria of independence and submits the the requisite majority of votes but the votes cast in favour of
declaration regarding the status of holding other directorship the resolution exceed the votes cast against the resolution
and membership as provided under law. and the votes cast by the public shareholders in favour of the
resolution exceed the votes cast against the resolution, then
Based on the intimations/disclosures received from the
the appointment of such an Independent Director shall be
Directors periodically, none of the Director is a Director in
deemed to have been made under sub-regulation (2A).
more than 10 public limited companies (as specified in section
165 of the Act) and Director in more than 7 listed entities (as
In light of the above amendment, Shri Natrajan Ramkrishna
specified in Regulation 17A of the Listing Regulations) or acts as
(DIN: 06597041) and Shri Jagdish Chandra Belwal
an Independent Director (including any alternate directorships)
(DIN: 08644877) are deemed to be appointed as Independent
in more than 7 listed companies or 3 equity listed companies
Directors of the Company under Regulation 25(2A) of SEBI
in case he/she serves as a Whole-time Director/Managing
Listing Regulations.
Director in any listed company (as specified in Regulation
17A of the Listing Regulations). Further, none of the Directors Cessation:
on the Board is a Member of more than 10 Committees and
Chairperson of more than 5 Committees (as specified in Shri Sanjay Sinha (DIN: 08253225) ceased to be the
Regulation 26 of the Listing Regulations), across all the Indian Non-Executive Independent Director of the Company w.e.f
public limited companies in which he/she is a Director. June 10, 2022. The proposed Special Resolution for his re-
appointment was not approved by the Shareholders in their
Appointment:
meeting dated June 10, 2022.
On the recommendation of Nomination and Remuneration
Resignation:
Committee the Board have considered and approved
the following: a) Shri Dilip Patel (DIN: 00013150) has resigned from
a. Appointment of Shri Natrajan Ramkrishna (DIN: 06597041) the position of Non-Executive Independent Director
as an Additional Director (Non-Executive Independent of the Company on attaining the age of Seventy-Five
Director) of the Company, not liable to retire by rotation years with effect from the closing of business hours of
for a period of Three (3) consecutive years commencing October 19, 2022.
from October 19, 2022 through Circular Resolution dated
There was no other material reason of the resignation
October 18, 2022, subject to approval of members of the
other than those mentioned above.
Company through Special Resolution.
b) Shri Ajai Nigam (DIN:02820173) has resigned from the
b. Appointment of Shri Jagdish Chandra Belwal (DIN:
08644877) as an Additional Director (Non-Executive position of Non-Executive Independent Director of the
Independent Director) of the Company, not liable to retire company with effect from the close of business hours of
by rotation for a period of Three (3) consecutive years March 3, 2023 on account of advancing age and increasing
commencing from December 05, 2022, through Circular personal Commitments.
Resolution dated December 03, 2022 subject to approval
There was no other material reason of the resignation
of members of the Company through Special Resolution.
other than those mentioned above.
In this regard the Board of Directors of the Company had
Governance Code:
approved the Notice of Postal Ballot dated December 03,
2022, for seeking the approval of Members of the Company
Conflict of Interest:
by way of Special Resolution for appointment of Shri Natrajan
Ramkrishna (DIN: 06597041) and Shri Jagdish Chandra Belwal Each Director informs the Company on an annual basis about
(DIN: 08644877) as Independent Directors of the Company. the Board and the Committee positions he occupies in other
companies including Chairmanships and notifies changes
The Special Resolutions as contained in the Notice of Postal
during the year. The Members of the Board while discharging
Ballot dated December 03, 2022 has failed to get the
their duties, avoid conflict of interest in the decision-making
requisite majority.
process. The Members of Board restrict themselves from any
Pursuant to recent amendment in sub-regulation 2A of discussions and voting in transactions in which they have
Regulation 25 of Securities and Exchange Board of India concern or interest.
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Solar Industries India Limited / Annual Report 2022-23
Details of Directors and their attendance records for the Board Meetings and Annual General Meeting held during the FY 2022-23:
Director Attendance
Sr.
Name of the Director Identification Category
No.
Number
Board Meeting % Last AGM
1. Shri Satyanarayan Nuwal 00713547 Chairman and 5/5 100% Present
Non-Executive Director
2. Shri Manish Nuwal 00164388 Managing Director and CEO 5/5 100% Present
3. Shri Suresh Menon 07104090 Executive Director 5/5 100% Present
4. Shri Milind Deshmukh 09256690 Executive Director 5/5 100% Present
5. Shri Amrendra Verma 00236108 Non-Executive Independent 5/5 100% Present
Director
6. Smt. Sujitha Karnad 07787485 Non-Executive Independent 5/5 100% Present
Director
7. Shri Natrajan Ramkrishna1 06597041 Non-Executive Independent 2/2 100% NA
Director
8. Shri Jagdish Chandra Belwal2 08644877 Non-Executive Independent 1/1 100% NA
Director
9. Shri Dilip Patel3 00013150 Non-Executive Independent 3/3 100% Present
Director
10. Shri Ajai Nigam4 02820173 Non-Executive Independent 5/5 100% Present
Director
11. Shri. Sanjay Sinha5 08253225 Additional Director 2/2 100% Present
Non-Executive Independent
Director
Notes:
1. Appointed w.e.f October 19, 2022.
2. Appointed w.e.f December 5, 2022.
3. Resigned w.e.f October 19, 2022.
4. Resigned w.e.f March 3, 2023
5. The Resolution for appointment of Shri Sanjay Sinha, Additional Director (Non-Executive Independent Director) was not passed by the members of the Company
at the 27th Annual General Meeting held on June 10, 2022.
6. As per the intimation dated July 30, 2020, Shri Kailashchandra Nuwal (DIN: 00374378) has vacated his office of Director of the Company w.e.f. November
7, 2019. Shri Kailashchandra Nuwal had filed Company Petition in which the Hon’ble NCLT, Mumbai Bench, passed an interim order dated February 9, 2021,
allowing two prayers. The Company had challenged the same before the Hon’ble NCLAT, Delhi Bench, wherein interim order was passed. On December 14,
2021, the Hon’ble NCLAT Delhi had dismissed the appeal. The Company challenged the order before the Supreme Court of India by filling an Appeal, in which
by way of interim order dated January 10, 2022 it has stayed the operation of the impugned orders passed by the Hon’ble NCLT and the Hon’ble NCLAT. Hence,
the name of Shri Kailashchandra Nuwal is not mentioned as a Director.
Brief Profile of all the Directors are available on the Company’s website i.e. www.solargroup.com
Membership
Number of Chairmanship in
Sr. in committees
Name of Directors Nature of Directorship Directorships committees of Board
No. of Board
(including SIIL) (including SIIL)
(including SIIL)
1. Shri Satyanarayan Nuwal Chairman and Non- 02 - -
Executive Director
2. Shri Manish Nuwal Managing Director and CEO 06 - 03
3. Shri Suresh Menon Executive Director 04 - 01
4. Shri Milind Deshmukh Executive Director 02 - -
5. Shri Amrendra Verma Non-Executive Independent 04 03 05
Director
6. Smt. Sujitha Karnad Non-Executive Independent 02 - 01
Director
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Membership
Number of Chairmanship in
Sr. in committees
Name of Directors Nature of Directorship Directorships committees of Board
No. of Board
(including SIIL) (including SIIL)
(including SIIL)
7. Shri Natrajan Ramkrishna1 Non-Executive Independent 05 01 02
Director
8. Shri Jagdish Chandra Belwal2 Non-Executive Independent 01 - -
Director
Notes:
1. Appointed w.e.f October 19, 2022.
2. Appointed w.e.f December 5, 2022.
3. The Resolution for appointment of Shri Sanjay Sinha, Additional Director (Non-Executive Independent Director) was not passed by the members of the Company
at the 27th Annual General Meeting held on June 10, 2022.
4. Shri Dilip Patel has resigned from the position of Non-Executive Independent Director of the company on attaining the age of Seventy-Five years with effect
from the closing of business hours of October 19, 2022.
5. Shri Ajai Nigam has resigned from the position of Non-Executive Independent Director of the company with effect from the close of business hours of March
3, 2023 on account of advancing age and increasing personal commitments.
6. As per the intimation dated July 30, 2020, Shri Kailashchandra Nuwal (DIN: 00374378) has vacated his office of Director of the Company w.e.f. November
7, 2019. Shri Kailashchandra Nuwal had filed Company Petition in which the Hon’ble NCLT, Mumbai Bench, passed an interim order dated February 9, 2021,
allowing two prayers. The Company had challenged the same before the Hon’ble NCLAT, Delhi Bench, wherein interim order was passed. On December 14,
2021, the Hon’ble NCLAT Delhi had dismissed the appeal. The Company challenged the order before the Supreme Court of India by filling an Appeal, in which
by way of interim order dated January 10, 2022 it has stayed the operation of the impugned orders passed by the Hon’ble NCLT and the Hon’ble NCLAT. Hence,
the name of Shri Kailashchandra Nuwal is not mentioned as a Director.
7. Directorship does not include Private Companies which are not subsidiaries to Public Companies, Section 8 Companies and Foreign Companies.
8. Does not include Chairmanship/Membership in Board Committees other than the Audit Committee, Shareholders’ Relationship Committee.
9. None of the directors were members in more than 10 Committees and had not held Chairmanship in more than five Committees across all companies in which
he/she was a director as on March 31, 2023.
Global Business Understanding of global business dynamics, across various geographical markets, industry verticals
and regulatory jurisdictions.
Strategy and Planning Appreciation of long-term trends, strategic choices and experience in guiding and leading management
teams to make decisions in uncertain environments.
Behavioural values Personal Characteristics matching the Company’s values, such as integrity, accountability and high
performance standards.
Corporate Governance Experience in developing governance practices, serving the best interests of all stakeholders,
maintaining board and management accountability, building long-term effective stakeholder
engagements and driving corporate ethics and values.
Given below is the chart setting out the skills/ expertise/ competence of the Board of Directors and Names of the Listed
Companies wherein the Directors of the Company are Directors:
List of Directorship
Sr. held in other Listed
Name of Director Expertise in specific functional area
No. Companies and Category
of Directorship
1 Shri Satyanarayan Nuwal A first generation entrepreneur with expertise in business -
management and corporate planning.
2 Shri Manish Nuwal A second generation entrepreneur and an industrialist with a stupendous -
financial and management skills. Strategic choices and experience in
guiding and leading management teams to make decisions in uncertain
environments. He plays a major role in protecting shareholding
interests and observing appropriate Governance Practices.
3 Shri Suresh Menon He has a deep understanding of explosives market (both at -
Domestic and global markets).
4 Shri Milind Deshmukh He has a deep understanding of global business dynamics, across -
various geographical markets and regulatory jurisdictions.
5 Shri Amrendra Verma A financial expert with vast knowledge in finance and banking Electro Steel Castings Ltd
sector. (Non-Executive
Independent Director)
6 Smt. Sujitha Karnad She has rich experience in the areas of strategic HR Management -
solutions, Corporate Governance, Risk Management and
implementation of IT solutions.
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Solar Industries India Limited / Annual Report 2022-23
List of Directorship
Sr. held in other Listed
Name of Director Expertise in specific functional area
No. Companies and Category
of Directorship
7 Shri Natrajan Ramkrishna He has Expertise in Accounting GAAP, IFRS, Ind AS and Auditing, -
Compliance and Risk Management.
8 Shri Jagdish Chandra Belwal A significant background in Information technology resulting in -
knowledge of how to ancipate technological trends and extend to
create new Business models.
Note:
As per the intimation dated July 30, 2020, Shri Kailashchandra Nuwal (DIN: 00374378) has vacated his office of Director of the Company w.e.f. November 7,
2019. Shri Kailashchandra Nuwal had filed Company Petition in which the Hon’ble NCLT, Mumbai Bench, passed an interim order dated February 9, 2021, allowing
two prayers. The Company had challenged the same before the Hon’ble NCLAT, Delhi Bench, wherein interim order was passed. On December 14, 2021, the
Hon’ble NCLAT Delhi had dismissed the appeal. The Company challenged the order before the Supreme Court of India by filling an Appeal, in which by way of
interim order dated January 10, 2022 it has stayed the operation of the impugned orders passed by the Hon’ble NCLT and the Hon’ble NCLAT. Hence, the name of
Shri Kailashchandra Nuwal is not mentioned as a Director.
Shri Satyanarayan Nuwal, Chairman and Non-Executive Director is father of Shri Manish Nuwal, Managing Director and CEO of the
Company. Other than Shri Satyanarayan Nuwal and Shri Manish Nuwal, none of the Directors of the Company are related to any other
Director of the Company.
Note:
As per the intimation dated July 30, 2020, Shri Kailashchandra Nuwal (DIN: 00374378) has vacated his office of Director of the Company w.e.f. November 7,
2019. Shri Kailashchandra Nuwal had filed Company Petition in which the Hon’ble NCLT, Mumbai Bench, passed an interim order dated February 9, 2021, allowing
two prayers. The Company had challenged the same before the Hon’ble NCLAT, Delhi Bench, wherein interim order was passed. On December 14, 2021, the
Hon’ble NCLAT Delhi had dismissed the appeal. The Company challenged the order before the Supreme Court of India by filling an Appeal, in which by way of
interim order dated January 10, 2022 it has stayed the operation of the impugned orders passed by the Hon’ble NCLT and the Hon’ble NCLAT. Hence, the name of
Shri Kailashchandra Nuwal is not mentioned as a Director. Shri Kailashchandra Nuwal is brother of Shri Satyanarayan Nuwal and Uncle of Shri Manish Nuwal.
Shri Satyanarayan Nuwal, Chairman and Non-Executive Director of the Company, holds 3238254 shares and no Non-Convertible
Instruments are held by any of the Directors of the Company.
Notes:
1. During the financial year ended March 31, 2023, no equity shares were held by the Independent Directors of the Company.
2. As per the intimation dated July 30, 2020, Shri Kailashchandra Nuwal (DIN: 00374378) has vacated his office of Director of the Company w.e.f. November
7, 2019. Shri Kailashchandra Nuwal had filed Company Petition in which the Hon’ble NCLT, Mumbai Bench, passed an interim order dated February 9, 2021,
allowing two prayers. The Company had challenged the same before the Hon’ble NCLAT, Delhi Bench, wherein interim order was passed. On December 14,
2021, the Hon’ble NCLAT Delhi had dismissed the appeal. The Company challenged the order before the Supreme Court of India by filling an Appeal, in which
by way of interim order dated January 10, 2022 it has stayed the operation of the impugned orders passed by the Hon’ble NCLT and the Hon’ble NCLAT. Hence,
the name of Shri Kailashchandra Nuwal is not mentioned as a Director. Shri Kailashchandra Nuwal holds 20882963 equity shares in the Company.
The Board of Directors laid down a Code of Conduct for all Pursuant to the provisions of the Companies Act, 2013 and
the board members and senior management of the Company. the SEBI (Regulations), 2015 the Board is required to monitor
The updated Code incorporates the duties of Independent and review the Board evaluation framework. In line with the
Directors. This code has been posted on the web-site of the Corporate Governance Guidelines, the Board has carried out
Company at www.solargroup.com. the annual performance evaluation of its own performance,
the Chairman, the Directors individually, Chief Financial Officer,
All board members and senior management personnel have
Company Secretary as well as the evaluation of the working
affirmed compliance with the code. A declaration to this effect
of its Audit, Nomination and Remuneration, Stakeholders
is signed by Shri Manish Nuwal, Managing Director and Chief
Relationship, CSR Committee and Risk Management Committee.
Executive Officer is attached and forms part of the Annual
Report of the Company. This evaluation is led by the Chairman of the Nomination and
Remuneration Committee with specific focus on the performance
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
and effective functioning of the Board. The evaluation process Sr. No. Name of the Director Designation
also considers the time spent by each of the Board Member,
4 Shri Natrajan Ramkrishna 2
Member
core competencies, personal characteristics, accomplishment
5 Shri Dilip Patel3 Member
of specific responsibilities and expertise. The Board evaluation is
conducted through questionnaire having qualitative parameters Notes:
and feedback based on ratings. The Directors expressed their 1. Appointed as a chairman w.e.f. October 20, 2022.
satisfaction with the evaluation process. 2. Appointed w.e.f. October 19, 2022
3. Stepped down w.e.f. October 19, 2022.
4.
SECOND LAYER COMMITTEES OF BOARD OF B. Extract of Terms of Reference:
DIRECTORS:
Committee is constituted in line with the provisions
The Board Committees play a crucial role in the governance of Regulation 18 of SEBI Listing Regulations, read with
structure of the Company and have been constituted to Section 177 of the Act.
deal with specific areas/activities as mandated by applicable
regulations, which concern the Company and need a closer 1. Oversight of the company’s financial reporting
review. The composition and terms of reference of all the process and the disclosure of its financial information
Committees are in compliance with the Companies Act, 2013 to ensure that the financial statements are correct,
and the Listing Regulations, as applicable. During the year, all sufficient and credible;
the recommendations made by the respective Committees
2. Recommendation for appointment, remuneration and
were accepted by the Board. Minutes of the proceedings
terms of appointment of auditors of the Company.
of Committee meetings are circulated to the respective
Committee members and placed before the Board meetings 3. Approval of payment to statutory auditors for any
for noting. All observations, recommendations and decisions other services rendered by the statutory auditors;
of the Committees are placed before the Board for information
or for approval. The Board Committees request special invitees 4. Reviewing with the management, the annual
to join the meeting, as and when appropriate. financial statements and auditors’ report thereon
before submission to the board for approval.
The Company has Six Board-level Committees, namely:
5. Reviewing, with the management, the quarterly
Audit Committee
financial statements before submission to the
Nomination and Remuneration Committee board for approval.
Stakeholders Relationship Committee
6. Reviewing and monitoring the auditor’s independence
Corporate Social Responsibility Committee and performance, and effectiveness of audit process.
Risk Management Committee
7. Approval or any subsequent modification of
Executive Committee
transactions of the company with related parties;
4.1 Audit Committee:
8. Scrutiny of inter-corporate loans and investments.
The powers, role and terms of reference of the Audit Committee
9. Valuation of undertakings or assets of the listed
covers the areas as contemplated under Regulation 18 of
entity, wherever it is necessary.
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and Section 177 of the Companies Act, 10. Evaluation of internal financial controls and risk
2013, as applicable along with other terms as referred by the management systems.
Board of Directors.
11. Reviewing, with the management, performance
Besides, having access to all the required information from of statutory and internal auditors, adequacy of the
within the Company, the Committee can obtain external internal control systems.
professional advice whenever required. The Committee acts as
12. Reviewing the adequacy of internal audit function,
the link between Statutory and Internal Auditor and the Board
if any, including the structure of the internal audit
of Directors of the Company. It reviews Financial Statements
department, staffing and seniority of the official
and investment of unlisted subsidiary companies, Management
heading the department, reporting structure
Discussion & Analysis of financial condition and results of
coverage and frequency of internal audit.
operations etc.
13. Discussion with internal auditors of any significant
A. Composition:
findings and follow up there on.
Sr. No. Name of the Director Designation
14. Discussion with statutory auditors before the audit
1 Shri Amrendra Verma1 Chairman commences, about the nature and scope of audit
2 Shri Manish Nuwal Member
as well as post-audit discussion to ascertain any
3 Smt. Sujitha Karnad Member
area of concern.
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Solar Industries India Limited / Annual Report 2022-23
15. Review the functioning of the whistle The Statutory Auditors of the Company are invited
blower mechanism; to attend and participate at the meetings of the
Audit Committee.
16. Approval of appointment of chief financial officer
after assessing the qualifications, experience and The Chairman of the Audit Committee Shri Amrendra
background, etc. of the candidate; Verma attended the last Annual General Meeting held
on June 10, 2022.
17. Carrying out any other function as is mentioned in
the terms of reference of the audit Committee. M/s Protiviti India Member Private Limited represented
by Shri Sachin Maloo, Managing Director performed the
18. Reviewing the utilization of loans and / or advances Internal Audit function of the Group for the FY 2022-23.
from / investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the C. Meetings during the year:
asset size of the subsidiary, whichever is lower including
existing loans / advances / investments existing as on The Audit Committee met four times during the year
the date of coming into force of this provision. under review. The Committee meetings were held on
May 3, 2022, July 25, 2022, November 4, 2022 and
19. Consider and comment on rationale, cost-benefits January 25, 2023. The necessary quorum was present for
and impact of schemes involving merger, demerger, all the meetings.
amalgamation etc., on the listed entity and
its shareholders.
4.2 Nomination and Remuneration Committee: Sr. No. Name of the Director Designation
3. Shri Natrajan Ramkrishna1 Member
The Nomination and Remuneration Committee of the Company
4. Shri Dilip Patel2 Member
is constituted in line with the provisions of Regulation 19 of
5. Shri Ajai Nigam3&4 Member
SEBI (LODR) Regulations, 2015 read with Section 178 of the
Companies Act, 2013. Notes:
1. Appointed w.e.f. March 3, 2023.
This Committee has been vested with authority to inter alia 2. Stepped down w.e.f. October 19, 2022
recommend nominations for Board Membership, develop and 3. Appointed w.e.f. October 19, 2022
recommend policies with respect to the composition of the
4. Stepped down w.e.f. March 3, 2023.
Board Commensurate with the size, nature of the business and
operations of the Company, establish criteria for selection to The Nomination and Remuneration Committee will lay the
the Board with respect to the competencies, qualifications, foundation to the effective functioning of the Board.
experiences, track record and integrity and establish Director A. The primary responsibilities of this Committee include:
retirement policies and appropriate succession plans and
1. Identifying potential candidates who are qualified
determining overall remuneration policies of the Company.
to become Directors and who may be appointed in
The principal scope / role also includes review of market practices senior management.
and decide on remuneration packages applicable to Executive 2. Determining the composition of the Board of
Directors, Senior Management Personnel, etc. and review the same. Directors and the sub-Committees of the board.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
4. Carry out the evaluation of every Director’s 9. Devising a policy on diversity of board of directors.
performance and formulate criteria for evaluation of
10. Deciding whether to extend or continue the term
Independent Directors, Board/Committees of Board
of appointment of the independent director, on the
and review the term of appointment of Independent
basis of the report of performance evaluation of
Directors on the basis of the report of performance
independent directors.
evaluation of Independent Directors;
11. Recommend to the board, the remuneration of
5. Formulate the criteria for determining qualifications,
the Directors, Key Managerial Personnel and
positive attributes and independence of a director.
other employees and in whatever form payable to
6. Recommend to the Board a policy, relating to the senior management.
remuneration of the Directors, key managerial
12. Undertake any other matters as the Board may decide
personnel and other employees;
from time to time.
7. To assist the Board’s overall responsibility relating to
Company has framed the Nomination &
Executive compensation and recommend to the Board
Remuneration Policy which is available at its website:
appropriate compensation packages for Whole-time
www.solargroup.com
Directors and Senior Management personnel in such
a manner so as to attract and retain the best available B. Meetings during the year:
personnel for position of substantial responsibility
with the Company. The Nomination and Remuneration Committee met two
times during the year under review on May 2, 2022 and
8. Overall responsibility of approving and evaluating January 25, 2023.
the compensation plans, policies and programs
for all the Executive Directors and Senior The necessary quorum was present for all the meetings.
Management Personnel.
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Solar Industries India Limited / Annual Report 2022-23
The remuneration paid to the Executive Directors during the FY 2022-23 is as below:
(H in Crores)
Sr. Name of Director Performance Performance Notice Stock
Salary Commission Gratuity Bonuses Pension
No. and Designation linked incentives criteria Period Options
Note:
The Salary amounting to Rs. 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.
2. There were no pecuniary transactions with any Non- Executive Independent Director of the Company.
3. The criteria for making payment to Non-Executive Independent Directors is available on the website of the Company i.e.
www.solargroup.com
4. The Non-Executive Independent Directors were only paid sitting fees for attending Board and Committee meetings for the FY
2022-23. None of the Non-Executive Independent Directors held any shares in the Company.
5. No Remuneration was paid to Shri Satyanarayan Nuwal, under the Designation, Chairman & Non-Executive Director
of the Company.
6. No stock options were issued by the Company during the year under report.
7. The sitting fees [Remuneration] paid to the Non-Executive Independent Directors during the FY 2022-23 is as below:
Sr.
Non-Executive Directors Sitting Fees (J)
No.
1. Shri Amrendra Verma 11,40,000.00
2. Smt Sujitha Karnad 9,80,000.00
3. Shri Natrajan Ramkrishna1 3,90,000.00
4. Shri Jagdish Chandra Belwal2 1,00,000.00
5. Shri Dilip Patel3 5,40,000.00
6. Shri Ajai Nigam4 6,50,000.00
7. Shri Sanjay Sinha5 2,00,000.00
Notes:
1. Appointed w.e.f October 19, 2022.
2. Appointed w.e.f December 5, 2022.
3. Resigned w.e.f October 19, 2022.
4. Resigned w.e.f March 3, 2023.
5. The Resolution for appointment of Shri Sanjay Sinha, Additional Director (Non-Executive Independent Director) was not passed by the members of
the Company at their Meeting held on June 10, 2022.
The above figures are inclusive of fees paid for attendance of Committee meetings.
G. Succession planning:
The Company believes that sound succession plans for the senior leadership are very important for creating a robust future for the
Company. The Nomination and Remuneration Committee work along with the Board for a structured leadership succession plan.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
A. The primary responsibilities of this Committee includes: d. Review of the various measures and initiatives
taken by the listed entity for reducing the
1. Monitor and review any investor complaints received quantum of unclaimed dividends and ensuring
by the Company or through SEBI, SCORES and ensure timely receipt of dividend warrants/annual
its timely and speedy resolution, in consultation reports/statutory notices by the shareholders
with the Company Secretary, Compliance officer and of the Company.
Registrar and Share Transfer Agent of the Company.
B. Meetings during the Year:
2. Monitor implementation and compliance with
the Company’s Code of Conduct for Prohibition of The Committee met four times during the year under
Insider Trading review. The Committee meetings were held on May
2, 2022, July 25, 2022, November 4, 2022, and
3. Carry out any other function as is referred by the January 25, 2023. The necessary quorum was present
Board from time to time and / or enforced by any during the meetings.
Sr. Number of
Name of Member(s) Nature of Membership Category
No. meetings attended
The Chairman of the Stakeholders Relationship Committee was present at the 27th Annual General Meeting of the Company.
*Mr. Kailashchandra Nuwal & others had instituted proceedings by way of captioned Company petition, before the Hon’ble
National Company Law Tribunal, Mumbai (“NCLT”) under Section 241-242 of the Companies Act, 2013. In the said petition they
had also sought certain interim reliefs.
In September 2020, the parties had advanced their respective arguments before the Hon’ble NCLT and the matter was reserved for
orders on September 15, 2020. The Hon’ble NCLT pronounced its order through a virtual hearing on February 9, 2021. By way of
the said order, the Hon’ble NCLT has allowed the following reliefs:
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Solar Industries India Limited / Annual Report 2022-23
acting as Director and Vice Chairman of R1 Company. 1. Appointed w.e.f March 3, 2023
2. Resigned w.e.f March 3, 2023
Solar Industries India Ltd. had filed an appeal against
the order of the Hon’ble NCLT dated February A. Terms of Reference:
09, 2021 (“Impugned Order”) before the Hon’ble
i. To formulate and recommend to the Board, a
National Company Law Appellate Tribunal (“NCLAT”)
CSR Policy and the activities to be undertaken
on February 22, 2021.
by the Company as per Schedule VII of the
On February 25, 2021, after hearing the matter, the Companies Act, 2013
Hon’ble NCLAT stayed the operation of the impugned ii. To review the CSR Policy and associated frameworks,
order of Hon’ble NCLT dated February 9, 2021. processes and practices of the Company and make
appropriate recommendations to the Board.
On December 14, 2021, the Hon’ble National
Company Law Appellate Tribunal (“NCLAT”) iii. To ensure that the Company is taking the appropriate
pronounced its final order (“Impugned Order”), in measures to undertake and implement CSR projects
the Appeal No. 29/2021 filed by Solar Industries India successfully and shall monitor the CSR Policy
Limited (“the Company”) against the order dated from time to time.
February 9, 2021 passed by the Hon’ble National
Company Law Tribunal (“NCLT”) in IA No. 1054/ iv. To identify the areas of CSR activities and recommend
MB/2020 filed in CP. 1069/ MB/2020. By way of this the amount of expenditure to be incurred on
Impugned Order, the Hon’ble NCLAT had dismissed such activities.
the appeal filed by the Company. v. To coordinate with such other agency for
implementing programs and executing initiatives as
The Company had filed Civil Appeal no. 182/2022,
per CSR policy and shall review the performance of
against the Impugned Order of the Hon’ble NCLAT
such other agency periodically.
before the Hon’ble Supreme Court on January 5,
2022 (“Civil Appeal”). The Civil Appeal was listed vi. To form and delegate authority to sub-Committees
before the Hon’ble Supreme Court virtually on when appropriate.
January 10, 2022. After considering the submissions
vii. The Committee shall look into significant
of the parties, the Hon’ble Supreme Court has passed
sustainability (ESG) related policies, strategies and
an interim order as follows;
activities of the Company in a manner that integrates
“Meanwhile, considering the facts and circumstances environmental, social and ethical principles with the
of this case, it is directed that the operation of the conduct of business.
impugned orders of NCLT dated February 9, 2021 and
viii. The Committee shall provide vision and guidance to
NCLAT dated December 14, 2021 shall remain stayed
the Management to ensure that all long-term business
till the next date of hearing.”
proposals made to the Board are assessed through
The Company Secretary, Mrs. Khushboo Pasari is the lens of social, Environment, Safety, Health, and
designated as Compliance Officer who oversees the reputational implications including governance and
redressal of the investor`s grievances. associated risks and opportunities.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The Committee is constituted in line with the provisions i. To formulate, monitor and oversee implementation
of Regulation 21 of SEBI Listing Regulations. Business Risk of the risk management policy, including evaluating
Evaluation and Management is an ongoing process within the adequacy of risk management systems ;
the Company. The Company has a dynamic risk management ii. To periodically review the risk management policy, at
framework to identify, monitor, mitigate and minimise risks as least once in two years, including by considering the
also to identify business opportunities. changing industry dynamics and evolving complexity;
iii. To enable visibility and oversight of Board on risk
Composition:
management system and material risk exposures
of the company.
Sr.
Name of Member(s) Designation
No. iv. To ensure that appropriate methodology, processes
1. Shri Manish Nuwal Chairman and systems are in place to monitor and evaluate
2. Shri Suresh Menon Member risks associated with the business of the Company;
3. Shri Milind Deshmukh Member v. Providing a framework that enables future activities
4. Shri Amrendra Prasad Verma Member to take place in a consistent and controlled manner.
5. Smt. Sujitha Karnad1 Member
vi. To keep the board of directors informed about
6. Shri Moneesh Agrawal Member
the nature and content of its discussions,
7. Smt. Shalinee Mandhana Member
recommendations and actions to be taken;
8. Shri Sanjay Singh Member
9. Shri Prashant Joshi Member vii. Improving decision making, planning and
10. Shri Kedar Ambikar Member prioritization by comprehensive and structured
11. Shri Natrajan Ramkrishna2 Member understanding of business activities, volatility and
12. Shri Dilip Patel3 Member opportunities/ threats.
Notes: B. Meetings during the Year:
1. Appointed w.e.f May 2, 2022.
The Committee met three times during the year
2. Appointed w.e.f October 19, 2022.
under review. The Committee meetings were held on
3. Resigned w.e.f October 19, 2022.
May 2, 2022, October 15, 2022 and January 25, 2023.
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Solar Industries India Limited / Annual Report 2022-23
Note:
1. Appointed w.e.f May 2, 2022.
2. Appointed w.e.f October 19, 2022.
3. Resigned w.e.f October 19, 2022.
The Chairman of the Risk Management Committee was present at the 27th Annual General Meeting of the Company.
Sr. Number of
Name of Member(s) Nature of Membership Category
No. meetings attended
1. Shri Manish Satyanarayan Nuwal Chairman Managing Director & CEO 27/27
2. Shri Suresh Menon Member Executive Director 27/27
3. Shri Milind Deshmukh Member Executive Director 19/27
The Chairman of the Executive Committee was present at the 27th Annual General Meeting of the Company.
5. COMMITTEE MINUTES:
Minutes of all the Committees of the Board are prepared by the Secretary of the Committee, approved by the Chairman of the Meeting,
entered in their respective Minutes Book within stipulate time frame, circulated to the Board in the Agenda for the succeeding meeting
and adopted and taken on record.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
6. COMPLIANCE OFFICER:
Smt. Khushboo Pasari acts as a Company Secretary and Compliance Officer of the Company.
b. Whether Special resolutions were put through Postal Ballot last year? Yes
The Company has sought the approval of Shareholders through Postal Ballot Notice dated December 5, 2022 for the
following proposals:
i. Appointment of Shri Natrajan Ramkrishna as Non-Executive Independent Director of the Company for a period of
three years with effect from October 19, 2022.
The details of the Voting on the resolution as per Scrutinizer’s Report are as under:
% of Votes
No. of No. of No. of % of Votes % of Votes
Mode Polled on No. of Votes
shares votes Votes – in favour against
Category of outstanding – against
held polled in favour on votes polled on votes polled
Voting shares (5)
(1) (2) (4) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
(3)=[(2)/(1)]* 100
Pursuant to recent amendment in sub-regulation 2A of Regulation 25 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022, where a special resolution for the appointment
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Solar Industries India Limited / Annual Report 2022-23
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
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 and Scrutinizer’s Report, Shri Natrajan Ramkrishna (DIN: 06597041) shall be deemed to be
appointed as Independent Director of the Company under Regulation 25(2A) of SEBI Listing Regulations.
ii. Appointment of Shri Jagdish Chandra Belwal as Non-Executive Independent Director of the Company for a period of three
years with effect from December 5, 2022
The details of the Voting on the resolution as per Scrutinizer’s Report are as under:
% of Votes No.
No. of No. of No. of % of % of Votes
Polled on of
Mode of shares votes Votes – Votes in favour against
Category outstanding Votes –
Voting held polled against on votes polled on votes polled
shares in favour
(1) (2) (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
(3)=[(2)/(1)]* 100 (4)
Pursuant to recent amendment in sub-regulation iii. CS Tushar Pahade (FCS No.: 7784 & COP No.: 8576)
2A of Regulation 25 of Securities and Exchange Proprietor of M/s T.S. Pahade & Associates., Practising
Board of India (Listing Obligations and Disclosure Company Secretary, was appointed as the Scrutinizer
Requirements) (Sixth Amendment) Regulations, 2022, for conducting the Postal Ballot only through Remote
where a special resolution for the appointment of an E-voting in a fair and transparent manner.
independent director fails to get the requisite majority
of votes but the votes cast in favour of the resolution iv. The Company has availed the services of National
exceed the votes cast against the resolution and Securities Depository Limited (“NSDL”) for providing
the votes cast by the public shareholders in favour Remote E-voting facility to the Members.
of the resolution exceed the votes cast against
v. The Postal Ballot Notice along with explanatory
the resolution, then the appointment of such an
statement was sent only through e-mail on December
independent director shall be deemed to have been
13, 2022 to those Members whose name(s) appeared
made under sub-regulation (2A).
on the Register of Members/list of Beneficial Owners
In light of the above amendment and Scrutinizer’s as on the Cut-off Date i.e. Friday, December 9, 2022.
Report, Shri Jagdish Chandra Belwal (DIN: 08644877)
vi. The newspaper advertisement as required under
shall be deemed to be appointed as Independent
the Act and the MCA Circulars was published on
Director of the Company under Regulation 25(2A) of
December 14, 2022 in Business Standard (English
SEBI Listing Regulations.
edition) and Loksatta (Marathi edition).
c. Procedure for Postal Ballot:
vii. The remote e-Voting period commenced on Friday,
i. The Board of Directors of the Company (“Board”) at December 16, 2022 at 9.00 a.m. (IST) and ended on
its meeting held on November 04, 2022 approved the Saturday, January 14, 2023 at 5.00 p.m. (IST) both
proposal to conduct Postal Ballot (“Postal Ballot”) days inclusive.
by remote e-voting process (“Remote E-voting”)
viii. Based on the analysis of the votes received, the
pursuant to Section 110 of the Companies Act,
Scrutiniser submitted his Report dated January 15,
2013 (“Act”), Rule 20 and Rule 22 of the Companies
2023 to Shri Manish Nuwal, Managing Director &
(Management and Administration) Rules, 2014
CEO of the Company.
(“Rules”) read with the issued from time to time.
ix. The Voting Results and Scrutiniser’s Report has been
ii. Shri Manish Nuwal, Managing Director & CEO,
to the submitted to the Stock Exchanges and uploaded
was authorised to receive and countersign the
on the website of the Company on January 16, 2023.
Scrutinizer’s Report and declare the voting results of
the Postal Ballot on behalf of the Company.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
d. Are Special resolutions proposed to be put through Auditor’s Report and other important information is circulated
Postal Ballot this Year? No to members and others entitled thereto. The Management
Discussion and Analysis (MD&A) Reports forms part of the
e. During the year under review, no Extraordinary General Annual Report and is available on the Company’s website
Meeting of the members of the Company was convened. www.solargroup.com.
8.6 Company’s Corporate Website: The investor complaints are processed in a centralised web-
based complaints redress system. The salient features of
The Company’s website is a comprehensive reference on Solar’s this system are: Centralised database of all complaints,
Management, vision, mission, policies, corporate governance, online upload of Action Taken Reports (ATRs) by concerned
corporate sustainability, investor relations etc. companies and online viewing by investors of actions taken on
the complaint and its current status.
The section on investor relations serves to inform the
shareholders, by giving complete financial details, shareholding 8.13 Reminder to Investors:
patterns, corporate benefits, information relating to stock
exchanges, registrars and Share transfer Agents. Reminders to shareholders for claiming returned, unclaimed
dividend and transfer of shares thereto, email registration are
8.7 Annual Report: regularly communicated.
135
Solar Industries India Limited / Annual Report 2022-23
Date, Time and Venue of the AGM Wednesday, the 21st Day of June, 2023 at 11.30 a.m. through video conferencing
(“VC”)/Other Audio visual means (“OAVM”) as set out in the Notice convening the
Annual General Meeting.
Deemed Venue:
“Solar” House, 14, Kachimet, Amravati Road, Nagpur- 440023 IN.
Financial Calendar April 1, 2023 to March 31, 2024 of the next calendar year
1. For the quarter ending 30th June, 2023 On or before August 14, 2023
2. For the quarter and half year ending 30th On or before November 14, 2023
September, 2023
3. For the quarter and nine months ending On or before February 14, 2024
31st December, 2023
4. For the fourth quarter and financial year On or before May 30, 2024
ending 31st March, 2024
5. Annual General meeting for the Year On or before September, 2024
ending March 31, 2024
Trading window closure for financial results From the 1st day of end of the quarter till the completion of 48 hours after the
declaration of audited financial results of the Company..
Date of Book Closure Saturday, 10th day of June, 2023 to Wednesday, 21st day of June, 2023 (both days
inclusive)
Dividend and Dividend Payment Date Rs. 8.00 per equity share for FY 2022-23. The payment of such dividend will
be made on Friday, June 30, 2023. The payment of dividend will be subject
to deduction of tax at source, as applicable, in compliance with the statutory
requirements.
Listing on Stock Exchanges Equity Shares:
Name & Address of Stock Exchange
1. BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001
2. National Stock Exchange of India Limited
Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East),
Mumbai – 400051
Non Convertible Debentures and Commercial Paper:
BSE Limited
Listing Fees The Listing fees for the year 2023-24 has been paid to both the Stock Exchanges
as on the date of this Report
Register and Transfer Agent Name: Link Intime India Private Limited
Address: C -101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West)
Mumbai MH 400083
Tel No.: 022 49186000
Fax No.: 022 49186060
Email: [email protected]
Contact Person: Amit Dabhade
SEBI Registration Number: INR000004058
CIN: U67190MH1999PTC118368
Debenture trustee Name: Axis Trustee Services Limited
Address: Axis House, Bombay Dyeing Mills Compound, Pandhurang Budhkar
Marg, Worli, Mumbai- 400025
Tel No.: 022 62300451
Fax No.: 022 62300700
Email: [email protected]
Contact Person: Vasu Lohia
SEBI Registration Number: IND000000494
CIN: U74999MH2008PLC182264
Scrip Code/ Trading Symbol 532725 on BSE Limited
SOLARINDS EQ on National Stock Exchange of India Limited
ISIN Number for NSDL & CDSL INE343H01029
Corporate Identity Number (CIN) L74999MH1995PLC085878
136
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
High, Low (based on daily closing prices) during each month in the FY 2022-23 on NSE and BSE:
BSE NSE
66000 5000 19500 5000
64000 4500 19000 4500
4000 4000
62000 18500
3500 3500
3000 18000 3000
60000
2500 17500 2500
58000 2000 2000
17000
56000 1500 1500
16500
1000 1000
54000 16000
500 500
52000 0 15500 0
2
22
2
3
22
3
23
23
No 2
2
22
22
23
23
De 2
22
22
22
2
2
2
2
22
22
r-2
r-2
-2
-2
t-2
t-2
2
l-2
l-2
-2
-2
n-
n-
n-
n-
g-
g-
b-
b-
v-
v-
p-
p-
ar
ar
c-
c-
ay
ay
Ap
Ap
Oc
Oc
Ju
Ju
Ju
Ju
Ja
Ja
Au
Au
No
Fe
Fe
Se
Se
De
M
M
M
Share Transfer System as mandated by SEBI, securities of the Company can be transferred / traded only in dematerialised form.
Shareholders holding shares in physical form are advised to avail the facility of dematerialisation. In this regard, a communication
encouraging dematerialisation of shares and explaining procedure thereof, was also sent during the year to the concerned shareholders
of the Company. During the year, the Company obtained, a certificate from a Company Secretary in Practice, certifying that all certificates
for transfer, transmission, transposition, sub-division, consolidation, renewal, exchange, and deletion of names were issued as required
under Regulation 40(9) of the Listing Regulations. The certificate was duly filed with the Stock Exchanges.
Percent of
Shareholding of nominal value (J) Number of Shareholders Number of Shares
total Shareholders
1 – 500 51834 1631176 97.9256
501 – 1000 454 338181 0.8577
1001 – 2000 235 333632 0.4440
2001 – 3000 95 237311 0.1795
3001 – 4000 50 169826 0.0945
4001 – 5000 49 223493 0.0926
5001 – 10000 78 576713 0.1474
10001-- ***** 137 86979723
TOTAL 52932 90490055 100.00
137
Solar Industries India Limited / Annual Report 2022-23
Sr. % Total
Category No. of Shareholders Total Shares
No. Share holding
1 Promoters 7 66191271 73.1476
2 Resident Individuals(public) 49744 4010286 4.4317
3 Hindu Undivided Family 948 263591 0.2913
4 Mutual Funds 57 12658105 13.9884
5 Clearing Members 41 3566 0.0039
6 Other Bodies Corporate 442 887446 0.9807
7 Investor Education And Protection Fund 1 2045 0.0023
8 Non Resident Indians 922 58682 0.0648
9 Non-Resident Indians(Non Repatriable) 578 101570 0.1122
10 Non Nationalised Banks 1 25 0.0000
11 NBFCs Registered With RBI 1 150 0.0002
12 GIC & its Subsidiaries 1 10775 0.0119
13 Foreign Portfolio Investor(Corporate) 133 5993704 6.6237
14 Insurance Companies 9 10361 0.0114
15 Trust 4 59 0.0001
16 Body Corporate- Limited Liability Partnership 36 19584 0.0216
17 Alternate Investment Fund 7 278835 0.3081
Total 52932 90490055 100.00
The Company’s shares are compulsorily traded in dematerialised form and are available for trading on both the Depositories in India viz.
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
90490000 Ordinary Shares of the Company representing 99.99% of the Company’s share capital is dematerialised.
9.7 Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity:
The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence, as on March 31, 2023, the
Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments.
9.8 Disclosure Related to Commodity Price Risks and Commodity Hedging Activities:
During the FY 2022-23, the Company had managed the foreign exchange risk and hedged to the extent considered necessary. The
Company enters into forward contracts for hedging foreign exchange exposures against exports and imports. The details of foreign
currency exposure are disclosed in Note 33 to the Financial Statements of the Company.
138
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Sr.
Unit Address City/State
No.
1 Solar Industries India Limited, Kh No 37-39 & 78-83, Amravati Road Village- Nagpur, Maharashtra
Chakdoh Chakdoh (Bazargaon), Tehsil-Katol
2 Solar Industries India Limited, Plot No. 32-37, Udyog Deep Industrial Area, Teh. Waidhan , Madhya Pradesh
Waidhan Unit-1 Waidhan, Dist. Singrauli (M.P.) - 486 886
3 Solar Industries India Limited, Warur Survey No. 101, Warur Road, Tahsil - Rajura, Dist. Chandrapur, Maharashtra.
Chandrapur (M.S.) - 442 905
4 Solar Industries India Limited, Korba Khasra No. 5, Village-Mudapar, (Hardi Bazar) Po- Korba, Chattisgarh.
Korbi/Dhatura, Tahsil:Pali, Dist-Korba (Chhattisgarh)
Pin-495446
5 Solar Industries India Limited, Plot No. 967 & 1156, Village -Manua(Binjhar), Post- Hazribagh, Jharkhand.
Ramgarh Argada(Hesla), Dist. Ramgarh (Jharkhand) - 829 101.
6 Solar Industries India Limited, Tadali Plot No. B-11, MIDC Growth Centre, Tadali, Dist. Tadali, Maharashtra
Chandrapur (M.S.)
7 Solar Industries India Limited, Plot No. C-32-33 (P), Kandra Industrial Area, At- Dhanbad, Jharkhand.
Dhanbad Bhetia,Post: Govindpur, Dist. Dhanbad (Jharkhand)
– 828109
8 Solar Industries India Limited, Asansol Plot No. 2/848, 3&5, Mouza Barapukuria, Post: Burdwan, West Bengal
Kalla(C.H), District : Paschim Bardhaman (West
Bangal) - 713340
9 Solar Industries India Limited, Talcher IDCO Plot No. 27,Revenue Plot No. 48(P),Industrial Angul, Orissa.
Estate,Village-Ghantapada, Post- South
Balanda(Talcher), Dist-Angul(Odisha),Pin-759116
10 Solar Industries India Limited, Khasara No. 323/2 Mouza - Chainpur , Tahsil & Post- Koria, Chattisgarh.
Manendragarh Manendragarh, Dist- Korea (Chhattisgarh) Pin Code-
497442
11 Solar Industries India Limited, Survey No. 363, Village:Mustial, Post:Sundilla, Karimnagar, Andra Pradesh
Karimnagar Mandal-Ramagiri, Dist.Peddapalli, State-
Telangana 505209
12 Solar Industries India Limited, Plot No.389 to 392, village-Beherapali, Post Badmal, Jharsuguda, Orissa
Jharsuguda Tehsil Jharsuguda, Dist. Jharsuguda (Odisha) - 768 202
13 Solar Industries India Limited, KH. No. 975/2 ,Post -Ganiyari, Tahsil- Waidhan, Dist. Singrauli, Madhya
Waidhan Unit-2 District- Singrauli (M.P.)486886 Pradesh
14 Solar Industries India Limited, Khasra No. 1459 & 1460, Village- Rupaheli , Tah.- Dist Bhilwara, Rajasthan
Bhilwara Hurda, Dist.- Bhilwara, State – Rajasthan- 311030
15 Solar Industries India Limited, Survey No 117, Village: Penagadapa , Dist-Khammam, Telengana
Kothagudem Post:Venkateshkhani, Mandal-Kothagudem , Dist.
Bhadradri Kothagudem ,State -Telangana 507103.
16 Solar Industries India Limited, Kota Khasra No 132 & 137, Village Dingsi, Post - Suket, Dist- Kota, Rajasthan
Tahsil Ramganj Mandi, District Kota - 326530
(Rajasthan).
17 Solar Industries India Limited, Barbil (Khata no. 118/22) plot no.1048, 1046/1265, 1047, Dist- Keonjhar, Orrisa
1049, 1035, 1134, 1034, 1046/1264 & 1046, Village
Naibaga, Tehsil Jhumpura, District - Keonjhar (Odisha)
- 758034
18 Solar Industries India Limited. Forest Compartment No 626/ 1861 Deposit Kailash BIOM Kirandul, Chattisgarh
Bailadila Nagar Bailadila iron ore Mines, Kirandul Complex
P.O. Kirandul District - Dantewada Chattisgarh, India
-494556
19 Economic Explosives Limited Village – Sawanga Nagpur, Maharashtra
20 Economic Explosives Limited, Nimjee Kh – 40/1 & 40/2 , Khapri, PO – MIDC,Gondkhari, Nagpur, Maharashtra
Kamleshwar Road
21 Emul Tek Private Limited Survey No.61, Town/Village - Udyog deep Industrial Dist – Singrauli, Madhya
Estate, Waidhan, Singrauli, Madhya Pradesh - 486886. Pradesh
22 Emul Tek Private Limited Survey No(s). 280,281 Town/Village - Darramuda, Dist- Raigarh, Chattisgarh
post office - Garhumariya, District- Raigarh,
Chhattisgarh. 496001
23 Emul Tek Private Limited Plot No 75, Udyogdeep, Industrial Estate, Waidhan. Dist – Singrauli, Madhya
Singrauli. M.P 486886 Pradesh
139
Solar Industries India Limited / Annual Report 2022-23
Sr.
Unit Address City/State
No.
24 Emul Tek Private Limited Survey No. 624/3, Plot no. 14, Town/Village - Ratija, Dist- Korba, Chattishgarh
Korba, Chhattisgarh. Pincode-495449
25 Solar Industries India Limited, Kotputli Kh.No. 200,201/1034,201 & 218 Village Kujota, Tahsil Kotputli, Rajasthan
(Under Process) - Kotputli, Dist. - Jaipur, Rajasthan
26 Solar Industries India Limited, Survey No 2683,2684, & 2685 Village - Bhadesar - Chittorgarh, Rajasthan
Bhadesar (Under Process) 312602 Tahsil - Bhadsora Dist. Chittorgarh - Rajasthan
27 Solar Industries India Limited, Satna Survey No 153/1, Patwari Halka no 32, Village – Satna, Madhya Pradesh
(Under Process) Bagha, Tahsil – Rampur (Bhaghelan) Dist. Satna - MP
28 Solar Industries India Limited, Survey No 281/1,281/2, 281/3, 281/4, 281/5, 281/6 Seppakkam, Tamilnadu
Seppakkam (Under Process) A, 281/8 and 281/9 Village – Seppakkam, Dist–
Cuddalore , Tamilnadu
29 Solar Industries India Limited, Survey No 187/A/A & 188/A/B Village – Pallewada Pallewada, Telangana
Pallewada (Under Process) Dist. Khammam – Telangana
30 Emul Tek Private Limited, Warur Survey No 101 (Part Land, Village – Warur Road, Chandrapur, Maharashtra
(Under Process) Tahsil – Rajura, Dist. Chandrapur - Maharashtra
31 Solar Industries India limited. Khasara No 537/ 1, 537/2/1, 537/3 537/4 & 550/9 Dist- Singrauli, Madhya
Baghadih (under process) Village - Baghadih Tahsil Deosar, District Singrauli Pradesh
Madhya pradesh.
32 Solar Industries India Limited. Indaram Survey No. 564 to 566 Indaram Mandal Jaipur District- Mancherial,
(Under Process) District- Mancherial Telangana State - 504216 Telangana
Given below are the ratings given to the Company by rating agencies during the year under review:
Sr.
Instrument Type Rating/ Outlook Rating action Rating Agencies
No.
Sr.
Name of Shareholder Percentage (%) Holding
No.
1 Sbi Focused Equity Fund 7.0547 6383835
2 Kotak Emerging Equity Scheme 4.5129 4083690
3 Hdfc Trustee Company Ltd - A/C Hdfc Mid - 1.6544 1497029
Capopportunities Fund
4 Fidelity Emerging Markets Fund 1.4236 1288251
5 Fidelity Advisor Series Viii : Fidelity Advisor 0.9586 867450
Focused Emerging Markets Fund
6 Fidelity Rutland Square Trust Ii : Strategic 0.5323 481684
Advisers Fidelity Emerging Markets Fund As
Managed By Fiam Llc
7 Vicco Products Bombay Pvt Ltd 0.4678 423325
8 Variable Insurance Products Fund Ii Emerging 0.4391 397329
Markets Portfolio
9 Vanguard Emerging Markets Stock Index Fund, 0.3368 304798
A Series Of Vanguard International Equity Index
Funds
10 Vanguard Total International Stock Index Fund 0.3170 286876
140
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Pursuant to Section 108 of the Companies Act, 2013 and the Pursuant to the provisions of the Act, read with the Investor
Rules made there under, every listed Company is required to Education and Protection Fund Authority (Accounting, Audit,
provide its members facility to exercise their right to vote at Transfer and Refund) Rules, 2016, as amended, (‘Rules’), the
general meetings by electronic means. dividend which remains unclaimed or unpaid for a period of
seven years from the date of transfer to the Unpaid Dividend
The Company has entered into an arrangement with NSDL, an Account of the Company and shares on which dividends are
authorised agency for this purpose, to facilitate such e-voting unclaimed or unpaid for a consecutive period of seven years or
for its members. more are required to be transferred to IEPF. The Company had
transferred unclaimed dividend and shares to IEPF authority
The shareholders would therefore be able to exercise their
within statutory timelines which were due in FY 2022-23.
voting rights on the items put up in the Notice of Annual
General Meeting, through such e-voting method. The Company will be transferring the Interim Dividend and
corresponding shares for the Financial Year 2016-17 on or
E-Voting shall be open for a period of 3 days, from Sunday, 18th
before February 14, 2024. Members are requested to ensure
day of June (10.00 a.m. IST) and end on Tuesday, 20th day of
that they claim the dividends and shares referred above, before
June (5.00 p.m. IST).The Board has appointed CS Tushar Pahade
(FCS No.: 7784 & COP No.: 8576) Proprietor of M/s T.S. Pahade they are transferred to the said Fund. Last Date for claiming
& Associates., Practising Company Secretary as scrutiniser for Unpaid Dividends are provided in the Report on Corporate
the e-voting process. Governance. Details of shares/shareholders in respect of which
dividend has not been claimed, are provided on our website
Detailed procedure is given in the Notice calling at www.solargroup.com. The shareholders are therefore
28th Annual General Meeting and also placed on the website
encouraged to verify their records and claim their dividends of
of the Company.
all the earlier seven years, if not claimed.
9.14 Status of unclaimed dividend and shares which have been transferred to IEPF are given hereunder:
9.15 Details of date of declaration and due date for transfer to IEPF:
Date of Unclaimed Amount as on Last Date for claiming
Financial Year
Declaration of Dividend March 31, 2023 (in Rupees) Unpaid Dividend
2016-17 (Interim) February 14, 2017 52,684.00 February 14, 2024
2016-17 (Final) August 21, 2017 60,813.00 August 21, 2024
2017-18(Final) July 31, 2018 84,558.00 July 31, 2025
2018-19 (Final) July 31, 2019 95,298.00 July 31, 2026
2019-20 (Final) September 16, 2020 74,126.00 September 16, 2027
2020-21 (Final) August 31, 2021 58,134.00 August 31, 2028
2021-22 (Final) June 10, 2022 1,03,502.50 June 10, 2029
10. SUBSIDIARY MONITORING FRAMEWORK: interest of respective stakeholders. The Company nominates
its representatives on the Board of subsidiary companies and
As on 31st March, 2023, the Company have 7 (Seven) wholly monitors performance of such companies, inter alia, by reviewing:
owned subsidiaries, 20 (Twenty) step down subsidiaries and (1)
(One) associate company in India and across the globe. a) Financial statements, investments, inter-corporate loans/
advances made by the unlisted subsidiary companies,
All the subsidiary companies of the Company are managed by statement containing all significant transactions and
their Board and Audit Committee (Wherever Constituted) having arrangements entered by the unlisted subsidiary
the rights and obligations to manage these companies in the best companies forming part of the financials.
141
Solar Industries India Limited / Annual Report 2022-23
b) Minutes of the meetings of the unlisted subsidiary behaviour. No personnel in the Company have been
companies, if any, are placed before the Company’s denied access to the Audit Committee or its Chairman.
Board regularly.
Under this policy, your Company encourages its
c) Providing necessary guarantees, letter of comfort employees to report any incidence of fraudulent financial
and other support for their day-to-day operations or other information to the stakeholders, reporting of
from time-to-time. instance(s) of leak or suspected leak of unpublished price
sensitive information and any conduct that results in
As required under Regulation 16(1)(c) and 24 of the Listing violation of the Company’s code of business conduct, to
Regulations, the Company has adopted a policy on determining the management (on an anonymous basis, if employees
“material subsidiary” and the said policy is available on the so desire). The Company conducts awareness sessions on
Company’s website. the vigil mechanism for the concerned Stakeholders.
Details of material subsidiaries of the listed entity incorporated, including the date and place of incorporation and
the name and date of appointment of the statutory auditors of such subsidiaries:
d. Terms of appointment of Independent Directors: f. There was no suspension of trading in the Securities of the
Company during the year under review.
Pursuant to Regulation 46 of SEBI Listing Regulations
and Section 149 read with Schedule IV of the Act, the g. Compliance with Mandatory Requirements:
terms and conditions of appointment / re-appointment
of Independent Directors are available on the Company’s Your Company has complied with all the mandatory
website at www.solargroup.com. corporate governance requirements under the Listing
Regulations. Specifically, your Company confirms
e. The Company has not raised any funds through preferential compliance with corporate governance requirements
allotment or qualified institutions placement during the specified in Regulation 17 to 27 and clauses (b) to (i) of sub
Financial Year ended March 31, 2023. During the year, the regulation (2) of Regulation 46 of the Listing Regulations.
Company has issued Non-Convertible Debentures amounting
to H 60 Crores (Rupees Sixty Crores) on private placement basis.
142
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
h. Certificates from Practising Company Secretary: k. Disclosures with respect to demat suspense account/
unclaimed suspense account (Unclaimed Shares):
A certificate dated April 16, 2023 issued by Shri Tushar S.
Pahade Practising Company Secretary stating that none In accordance with Regulation 39 and Schedule VI of the
of the Directors on the Board of the Company have been Listing Regulations, a minimum of three reminders are
debarred or disqualified from being appointed or continuing sent to shareholders, towards the shares which remain
unclaimed. In case of non-receipt of response to the
as Directors of Company by the Board/Ministry of Corporate
reminders from the shareholders, the unclaimed shares
Affairs or any such statutory authority under Regulation 34(3)
are transferred to the Unclaimed Suspense Account. The
and Schedule V of SEBI (Listing Obligation And Disclosure Company maintains the details of shareholding of each
Requirements) Regulations, 2015 is enclosed to this report. individual shareholders whose shares are transferred to
the Unclaimed Suspense Account. When a claim from a
i. During the year under review, the Board has accepted
shareholder is received by the Company, the shares lying in
all the recommendations made by Audit Committee, the Unclaimed Suspense Account are transferred after due
Nomination and Remuneration Committee, Stake Holders verification of documents submitted by the shareholder.
Relationship Committee, Risk Management Committee,
Corporate Social Responsibility Committee and Executive Further, the shares in respect of which dividend entitlements
Committee of the Company. remained unclaimed for seven consecutive years are
transferred from the Unclaimed Suspense Account to
j. Total fees for all services paid by the listed entity to the IEPF Authority in accordance with Section 124(6) of the
statutory auditors is given in Note 25 (a) of the Consolidated Companies Act, 2013 and rules made thereunder.
Financial Statements of the company.
The disclosure as required under Schedule V of the Listing Regulations is given below for the financial year 2022-23:
Sr
Particulars No. of Shareholders No. of Shares
No.
1. Aggregate number of shareholders and the outstanding shares in the - -
suspense account lying at the beginning of the year
2. Number of shareholders who approached the Company for transfer of - -
shares from suspense account during the year
3. Number of shareholders to whom shares were transferred from suspense - -
account during the year
4. Number of shares in respect of which dividend entitlements remained - -
unclaimed for seven consecutive years and transferred from the
Unclaimed Suspense Account to the IEPF
5. Aggregate number of shareholders and the outstanding shares in the - -
suspense account lying at the end of the year
The voting rights on the shares in the suspense account shall remain frozen till the rightful owner claims the shares.
143
Solar Industries India Limited / Annual Report 2022-23
The training programs and workshops for employees Section 133 of the Companies Act, 2013. The significant
are organised throughout the year. The orientation accounting policies which are consistently applied are set
programs for new recruits include awareness sessions out in the Notes to the Financial Statements.
on prevention of sexual harassment and upholding the
dignity of employees. Specific programs have been s. Compliance on Matters Related to Capital Markets:
created on the digital platform to sensitize employees to
There were no instances of non-compliance, penalties,
uphold the dignity of their colleagues and prevention of
strictures imposed on the Company by the Stock
sexual harassment.
Exchanges on any matter related to the capital markets,
Disclosure by listed entity and its subsidiaries of
m during the last three years. However there were two
‘Loans and advances in the nature of loans to firms/ instances as mentioned Below:
companies in which directors are interested:
1. An instance of delayed submission of disclosure under
Details are given in Note 5 of the Standalone Financial Regulation 23(9) of SEBI (LODR), 2015 for the period
Statements and Consolidated Financial Statements. ended on March 31,2022 due to misinterpretation of
newly introduced amendments in LODR and different
n.
Disclosure of Non-Compliance with Corporate wordings in Guidance Note and SEBI SOP. The Company
Governance Requirement: has paid the fine and provided necessary clarifications to
the Stock exchanges.
There is no Non-Compliance of any requirement of
Corporate Governance Report of sub-para (2) to (10) of 2. The Audit Committee of Solar lndustries India Limited is
the Part C of Schedule V of the SEBI (Listing Obligations constituted in Compliance with Regulation 18(1) of SEBI
and Disclosure Requirements) Regulations, 2015. (LODR) Regulations 2015. As per the communication
from the stock exchanges, the Composition of the
o. Disclosure Policy: Audit Committee was not in line with the norms for the
period between January 29,2022 to March 31,2022. The
In line with requirements under Regulation 30 of the
Company submitted the clarification regarding, how the
Listing Regulations, the Company has framed a policy on
Composition met the requirements of the Regulation
disclosure of material events and information as per the
18(1) of SEBI (LODR) Regulations 2015,
Listing Regulations, which is available on our website at:
https://bit.ly/SolargroupDMEpolicy The Company has also filed a waiver/refund application
to the Stock Exchanges along with the necessary
p. D&O Insurance for Directors:
clarifications. The waiver application is currently pending
In line with the requirements of Regulation 24(10) of the before the Stock Exchanges.
SEBI Listing Regulations, the Company has taken Directors
t. Code for Prevention of Insider Trading:
and Officers Insurance (D&O) for all its Directors and
Members of the Senior Management for such quantum The Company has adopted an ‘Internal Code of Conduct
and for such risks as determined by the Board. for Regulating, Monitoring and Reporting of Trades by
Designated Persons’ (“the Code”) in accordance with the
q. Policy for Preservation of Documents:
SEBI (Prohibition of Insider Trading) Regulations, 2015
Pursuant to the requirements under Regulation 9 of (The PIT Regulations).
the Listing Regulations, the Board has formulated and
The Code is applicable to Promoters, Member of Promoter’s
approved a Document Retention Policy prescribing the
Group, all Directors and such Designated Employees who
manner of retaining the Company’s documents and the
are expected to have access to unpublished price sensitive
time period up to certain documents are to be retained.
information relating to the Company. The Company
The policy percolates to all levels of the Organisation who
Secretary is the Compliance Officer for monitoring
handle the prescribed categories of documents.
adherence to the said PIT Regulations.
The Company has adopted a policy for preservation of
The Company has also formulated ‘The Code of Practices and
documents and the same is available on the Company`s
Procedures for Fair Disclosure of Unpublished Price Sensitive
website at https://bit.ly/SolargroupPDpolicy
Information (UPSI)’ in compliance with the PIT Regulations.
r. Disclosure of Accounting Treatment:
The code is posted on the website of the Company at the
In the preparation of the financial statements, the Company link https://solargroup.com/wp-content/uploads/2019/04/
has followed the Accounting Standards referred to in CODE-OF-PRACTICES-AND-PROCEDURES_final.pdf
144
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
u. The disclosures of the compliance with corporate governance requirements specified in Regulation 17 to 27 and clauses
(b) to (i) of sub-regulation (2) of Regulation 46:
Sr. ComplianceStatus
Particulars Regulation Brief Description of Regulation
No. (Yes / No/ NA)
1. Board of Directors 17 Yes Board Composition and Appointment of Directors
Meetings of Board of Directors and Quorum
Review of Compliance Reports
Plans for orderly succession for appointments
Code of Conduct
Fees / Compensation paid to Non-Executive Directors
Minimum Information to be placed before Board
Compliance Certificate by CEO and CFO
Risk Assessment & Management
Performance evaluation of Independent Director
2. Maximum Number 17 A Yes Directorships in listed entities
of Directorships
3. Audit Committee 18 Yes Composition of Audit Committee
Presence
of the Chairman of the Committee at the Annual
General Meeting
Meetings and Quorum
Role of Committee and Review of information by the
Committee
4. Nomination and 19 Yes Composition of Nomination & Remuneration Committee
Remuneration Presence of the Chairman of the Committee at the Annual
Committee General Meeting
Meetings and Quorum
Role of Committee
5. Stakeholders 20 Yes Composition of Stakeholders Relationship Committee
Relationship Presence of the Chairman of the Committee at the Annual
Committee General Meeting
Meetings and Quorum
Role of Committee
6. Risk 21 Yes Composition and role of Risk Management Committee
Management Meeting and Quorum
Committee Role of Committee
7. Vigil Mechanism 22 Yes Formulation of Vigil Mechanism and Whistleblower policy for
Directors and Employee
Adequate safeguards against victimization of Director(s) or
employee(s) or any other person
8. Related Party 23 Yes Policy on Materiality of related party transactions and dealing
Transaction with related party transactions
Prior approval including omnibus approval of Audit Committee
for related party transactions
Quarterly review of related party transactions
Disclosure on related party transactions
9. Subsidiaries of 24 Yes Appointment of Company’s Independent Director on the
the Company Board of unlisted material subsidiaries
Review of financial statements and investments of unlisted
subsidiaries by the Audit Committee
Minutes of the board of Directors of the unlisted subsidiaries
are placed at the meeting of the Board of Directors
Significant transactions and arrangements of unlisted
subsidiaries are placed at the meeting of the Board of Directors
10. Secretarial Audit 24A Yes Secretarial Audit of the Company and of material unlisted
subsidiaries incorporated in India
Secretarial Audit Report of the Company and of material
subsidiaries are annexed with the Annual Report of the Company
Annual Secretarial Compliance Report
145
Solar Industries India Limited / Annual Report 2022-23
Sr. ComplianceStatus
Particulars Regulation Brief Description of Regulation
No. (Yes / No/ NA)
11. Obligations with 25 Yes Maximum Directorship & Tenure
respect to Meetings of Independent Directors
Independent
Appointment and Cessation
Directors
Review of Performance by the Independent Directors
Familiarization of Independent Directors
Declaration of Independence
Directors and Officers Insurance for all the
Independent Directors
12. Obligations 26 Yes Memberships/Chairmanships in committees
with respect Affirmations with compliance to Code of Conduct from
to employees members Board of Directors and Senior Management personnel
including senior
Disclosures by senior management about potential
management,
conflict of Interest
key managerial
persons, directors
and promoters.
13. Other Corporate 27 Yes Compliance of Discretionary Requirements
Governance Filing of Quarterly, Half-Yearly and Yearly Compliance Report
Requirements on Corporate Governance
14. Disclosures on 46(2) (b) Yes Terms and conditions of appointment of Independent Directors
Website of the to (i) Composition of various committees of Board of Directors
Company Code of Conduct of Board of Directors and Senior Management
Personnel
Details of establishment of Vigil Mechanism / Whistle Blower
policy
Criteria of making payments to Non-Executive Directors
Policy on dealing with Related Party Transactions
Policy for determining Material Subsidiaries
Details of familiarization programmes imparted to Independent
Directors
146
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The Board of Directors of Solar Industries India Limited has laid down a code of conduct for all the Board Members and Senior
Management Personnel of the Company. The said code of conduct has also been posted on Company’s website: www.solargroup.com.
All the Board members and senior management personnel have affirmed their compliance with the said code of conduct for the year
ended on March 31, 2023.
Place: Nagpur
Manish Nuwal
Date: May 3, 2023
Managing Director
& Chief Executive Officer
DIN: 00164388
147
Solar Industries India Limited / Annual Report 2022-23
To
The Board of Directors,
Solar Industries India Limited
We have reviewed financial statements and the cash flow statements of Solar Industries India Limited for the year ended March 31, 2023
and that to the best of our knowledge and belief, we state that:
1) i. These statements do not contain any materially untrue statement nor omit any material fact or contain statements that might be
misleading, and
ii. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
2) We are, to the best of our knowledge and belief, no transactions entered into by the Company during the FY 2022-23 which are
fraudulent, illegal or violative of the Company’s code of conduct.
3) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and
the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we
have taken or propose to take to rectify these deficiencies.
i. significant changes in internal control over financial reporting during the year,
ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements; and
iii. instances of significant fraud of which we have become aware and the involvements therein, if any, of the management or an
employee having a significant role in the Company’s internal control system over financial reporting.
For Solar Industries India Limited For Solar Industries India Limited
Place: Nagpur
Date: May 3, 2023
148
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
To
The Members of
Solar Industries India Limited
We have examined the compliance of conditions of Corporate Governance by Solar Industries India Limited, for the year ended on
March 31, 2023, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub- regulation (2) of Regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the review
of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors
and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the provisions
as specified in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
C.N. Rathi
Partner
M.No. 39895
Place: Nagpur Firm Registration No. 103031W
Date: May 3, 2023 UDIN – 23039895BGXQPC5225
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Solar Industries India Limited / Annual Report 2022-23
To
The Members of
Solar Industries India Limited
Subject: Certificate under Schedule V(C)(10)(i) of SEBI (Listing Obligations and Disclosure Requirements), 2015
We, T.S. Pahade & Associates, Practising Company Secretaries, have examined the Company and Registrar of Companies records, books and
papers of Solar Industries India Limited (CIN: L74999MH1995PLC085878) having its Registered Office at “Solar” House, 14, Kachimet,
Amravati Road, Nagpur- 440023, Maharashtra, India (the Company) as required to be maintained, under the Companies Act, 2013, SEBI
Regulations, other applicable rules and regulations made thereunder for the Financial Year ended on March 31, 2023.
In our opinion and to the best of our information and according to the examinations carried out by us and explanations and representation
furnished to us by the Company, its officers and agents, we certify that none of the following Directors of the Company has been debarred
or disqualified from being appointed or continuing as Directors of Companies by the SEBI/ Ministry of Corporate Affairs or any such statutory
authority as on March 31, 2023:
Sr Director
Name of the Director Designation
No. Identification Number
1. Shri Satyanarayan Nuwal Chairman and Non-Executive Director 00713547
2. Shri Manish Nuwal Managing Director and CEO 00164388
3. Shri Suresh Menon Executive Director 07104090
4. Shri Milind Deshmukh Executive Director 09256690
5. Shri Amrendra Verma Non-Executive Independent Director 00236108
6. Smt. Sujitha Karnad Non-Executive Independent Director 07787485
7. Shri Natrajan Ramkrishna1 Non-Executive Independent Director 06597041
8. Shri Jagdish Chandra Belwal2 Non-Executive Independent Director 08644877
Notes:-
1. Appointed w.e.f October 19, 2022.
2. Appointed w.e.f December 5, 2022.
Tushar S. Pahade
FCS 7784
CP 8576
Place: Nagpur UDIN- F007784E000111822
Date: April 16, 2023
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
At Solar, we are continuously striving to expand our sustainability efforts to encompass our responsibilities to society and the environment.
We understand that sustainability is an ongoing journey without specific milestones or endpoints. Therefore, we are committed to driving
sustainability through our strong governance and integrating initiatives across our operations and extending to the broader community.
II. Product/Services
14. Details of business activities (Accounting for 90% of the entity’s turnover on standalone basis.)
S. No. Description of Main Activity Description of Business Activity % Turnover of the Entity
1. Manufacturing of Industrial Explosives & Manufacturing of Industrial 95
Initiating Systems Explosives
II. Product/Services
15. Products/ Services sold by the entity (Accounting for 90% of the entity’s turnover on standalone basis.)
III. Operations
16. Number of locations where plants and/ or operations/ offices of the entity are situated:
The Company’s operations are spread across the Country. Details of Plant locations are provided under section of shareholders
Information in the Corporate Governance Section of the Integrated Annual Report FY 23.
151
Solar Industries India Limited / Annual Report 2022-23
a. Number of Locations:
Location Numbers
National (No. of States) We offer products in PAN India
International (No. of Countries) Solar has presence in more than 75 countries.
b. What is the contribution of exports as a percentage of the total turnover of the entity?
Solar is one of the leading Companies in the manufacturing of Explosives for mining and defence applications. The industries
catered by Solar are:
IV. Employees
152
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
FY 23 FY 22 FY 21
Category
Male Female Total Male Female Total Male Female Total
Permanent Employees 11.02% 1.88% 12.90% 10.11% 2.41% 12.52% 7.39% 2.61% 10%
Permanent Workers 12.03% 0.39% 12.42% 11.88% 0.22% 12.10% 11.61% 0.39% 12%
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013:
Yes, CSR is applicable under section 135 of Companies Act, 2013.
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Solar Industries India Limited / Annual Report 2022-23
23. Complaints/ Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business
Conduct
Grievance Redressal FY 23 FY 22
Mechanism in Place No. of No. of
Stakeholder (Yes/ No)
group from No. of complaints No. of complaints
whom (If Yes, then provide complaints pending complaints pending
complaint is web-link for the filed resolution Remarks filed resolution Remarks
received grievance redress during the at the during the at the
policy) (Refer note: year close of year close of
2) the year the year
Communities Yes, Solar has a Nil NA NA Nil NA NA
structured process
for engaging with
the communities
in the vicinity
of the Company
operations. During
FY 23, no grievances
were raised by the
communities during
such interactions.
Investors NA NA NA NA NA NA NA
(other than
shareholders)
Shareholders Yes, During FY 23, Nil 1 The details about Nil 1 The details about
one complaint the pending the pending
of shareholder is shareholder shareholder
pending. complaint of Shri complaint of Shri
KailashChandra KailashChandra
Nuwal is provided Nuwal is provided
in the Corporate in the Corporate
Governance Report Governance
forming part of this Report forming
Integrated Annual part of this
Report FY 23. Integrated Annual
Report FY 23.
Customers Yes, Robust systems 10 NIL NA 24 NIL NA
have been put in
place across Solar
Businesses to
continuously engage
with consumers for
gathering feedback
and address their
concerns, if any, in a
timely manner.
Value Chain Yes, As per the Nil NA NA Nil NA NA
Partners Company’s Code of
Conduct for Suppliers
and Service Providers,
they are encouraged
to report any
known or suspected
improper behaviour
of any of the Solar
employees. Such
reports are treated
in a confidential
manner.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Grievance Redressal FY 23 FY 22
Mechanism in Place No. of No. of
Stakeholder (Yes/ No)
group from No. of complaints No. of complaints
whom (If Yes, then provide complaints pending complaints pending
complaint is web-link for the filed resolution Remarks filed resolution Remarks
received grievance redress during the at the during the at the
policy) (Refer note: year close of year close of
2) the year the year
Employees Yes, Solar has a Nil NA NA Nil NA NA
and workers Grievance Redressal
Procedure with
appropriate systems
and mechanisms to
address employee
concerns and
complaints pertaining
to human rights and
labour practices. It
aims to facilitate
structured discussions
and resolutions of the
grievances raised on
labour practices and
human rights.
The Company conducts materiality assessments to identify the material issues including environmental and social ones and understand
the relative importance of these issues for its stakeholders and its business. Accordingly specific action plans are devised for addressing
each material issue at regular intervals. Such assessments help in identifying key drivers for value creation over a period. In FY 22, Solar
engaged with a diverse set of internal and external stakeholders in order to update its materiality matrix. Going forward, Solar will
continue to engage with its key internal and external stakeholders on an ongoing basis to ensure a more dynamic materiality assessment.
Solar has robust Risk Management System covering operational, Environmental, social and Governance related Risks. For more
information on Risk Management Framework, ‘Strategic Risk Management’ and ‘Material Issues’ refer to sections of ESG and Integrated
Annual Report FY 23.
Financial
Indicate
implications
Material Issue whether The rationale for identifying the In case of risk, an approach to adapt or
of the
Identified risk or risk/ opportunity mitigate
risk or
opportunity
opportunity
Climate Risk/ • Risk: • Climate change pose risk to our Negative/
Change, Opportunity Climate risk can pose challenges operations, to mitigate the same Positive
Energy and to our operations(production & we are accelerating the process of
Emissions Supply chain disruption) due to decarbonization and stimulating
harsh climatic conditions (flood, activity along the value chain.
cyclone, higher temperature etc.) • We are monitoring our emissions and
establishing goals and targets along
Opportunity:
with implementation of energy saving
Climate adaptation and mitigation and energy efficiency measures.
are key to building a future-ready
organisation. They can also reduce
operational costs and drive greater
efficiencies for the business.
155
Solar Industries India Limited / Annual Report 2022-23
Financial
Indicate
implications
Material Issue whether The rationale for identifying the In case of risk, an approach to adapt or
of the
Identified risk or risk/ opportunity mitigate
risk or
opportunity
opportunity
Environmental Risk • Explosive industry is subjected to • We are dedicated to improving our Negative/
Risk and various government’s laws and environmental performance and Positive
Compliance regulations. Non-compliance to maintaining positive legal compliance.
these regulations can result in • The Company is ISO 14001
monetary forfeiture, legal fines certified and has well established
and penalties, harm to brand Environmental Management System
reputation, loss of business which ensures continuous monitoring
opportunities, and a loss of value. and subsequent improvement of
environmental parameters.
Water Risk • Effective water management • The Company not only meets the Negative
Conservation is crucial for the Company's statutory criteria set by regulatory
and operations, as continuous and authorities for water sourcing but
Management reliable water sourcing is vital to also takes proactive measures to
its functioning. optimize its usage. The Company’s
• As climate changes and droughts water management strategy includes
become more frequent, water reducing freshwater consumption,
availability is becoming a implementing water recycling/
significant risk in various regions. reuse, and promoting water-saving
initiatives.
Waste and Risk • Mismanagement of hazardous • We have a well-established waste Negative
Hazardous materials can jeopardize management practice in place which
Materials the well-being and safety of ensure the appropriate waste disposal
Management employees, while also resulting in as per the waste category defined by
considerable environmental harm, the State Pollution Control Board.
including contamination of soil
and water.
Occupational Risk • Our nature of operation is • Our Company has SHE framework in Negative
Health and sensitive and even a small non- place to ensure safe operations.
Safety adherence to any of the safety • We provide safety training and
measures can result in injury or conduct periodic safety audits, to
loss of lives and affect business enforce safety protocols.
sustainability. • Our organization has adopted
safety and health standards that are
considered benchmarks within the
global industry.
Employee Opportunity • Solar ensures access to healthcare • NA Positive
Health and services, wellness programs
wellbeing and other benefits that help
employees maintain a healthy
work-life balance. Providing
such opportunities can lead to
improved employee satisfaction,
increased productivity, and
reduced absenteeism and turnover
rates.
Human Rights Risk • We are committed to uphold • We have human rights policy which Negative
human rights of our employees, ensures that any non-compliance
communities and other related to human rights will be
stakeholders. addressed and resolved in a timely
manner.
156
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Financial
Indicate
implications
Material Issue whether The rationale for identifying the In case of risk, an approach to adapt or
of the
Identified risk or risk/ opportunity mitigate
risk or
opportunity
opportunity
Diversity and Opportunity • Developing a diverse and • NA Positive
Inclusion inclusive work culture enables
an organisation’s position as an
employer of choice.
Customer Opportunity • Customer relationship • NA Positive
Satisfaction management plays a significant
role in our business operations.
Data Privacy & Risk • Safeguarding the security of the • Safeguarding the security of the Positive/
Security data and the entire value chain, data and the entire value chain Negative
particularly customers is important through cyber risk assessment
for its business operations. and implementation of business
continuity plan for IT platforms.
Skill Opportunity • Creating a best employee • NA Positive
Development experience and gaining
recognition as one of the good
employers in our main operating
areas will aid us in attracting,
hiring, and retaining talented
individuals.
Supply Chain Risk • We are facing risks in supply • Enhancing the supply chain Negative/
Management chain management and materials management by developing Positive
and Materials sourcing, transportation, innovative technology and working
Sourcing regulatory compliance, and with reliable partners.
supplier relationship. • We are developing innovative
logistics solutions that can reduce
transport costs and enhance safety.
Regulatory Opportunity • Regulatory compliance is an • NA Positive
Compliance opportunity for our industry to
demonstrate its commitment for
sustainable operations and market
presence across the global.
Innovation and Opportunity • Investing in research and • NA Positive
R&D development, product testing, and
continuous improvement can lead
to innovative products that meet
customers' needs and exceed their
expectations.
Ethical Opportunity • Non-compliance with ethical • NA Negative/
Business business practices and integrity- Positive
Conduct related obligations can lead
to legal fines and penalties,
financial losses, damage to brand
reputation, missed business
opportunities, and a decrease in
company value.
157
Solar Industries India Limited / Annual Report 2022-23
The objective of this section is to assist enterprises in showcasing their establishment of structures, policies, and procedures to
implement the NGRBC Principles and Core Elements, thereby exhibiting their commitment towards sustainability.
P1 Businesses should conduct and govern themselves with integrity in a manner that is ethical, transparent and accountable
P2 Businesses should provide goods and services in a manner that is sustainable and safe
P3 Businesses should respect and promote the well-being of all employees, including those in their value chains
P4 Businesses should respect the interests of and be responsive towards all its stakeholders
P5 Businesses should respect and promote human rights
P6 Businesses should respect, protect and make efforts to restore the environment
P7 Businesses when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and
transparent
P8 Businesses should promote inclusive growth and equitable development
P9 Businesses should engage with and provide value to their consumers in a responsible manner.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and Management Processes
1 a. Whether your Yes Yes Yes Yes Yes Yes Yes Yes Yes
entity’s policy/
policies cover each
principle and its
core elements of the
NGRBCs.
b. Has the policy been Yes Yes Yes Yes Yes Yes Yes Yes Yes
approved by the
Board?
c. Web link of the Policy Policy on Policy on Policy on Policy Policy on- Policy on CSR Policy on
policies, if available on Anti – Life Cycle Employee Stakeholder on Environment- Responsible- Policy Responsibility
Corruption Sustainability Well Engagement Human Health-and- Advocacy to Customers
And being Rights Safety and their
Bribery Engagement
2 Whether the entity has Guidelines & procedures have been developed in line with and covering all the 9 principles related to the respective
translated the policy policies.
into procedures.
3 Do the enlisted policies Yes, enlisted policies extend to our value chain partners.
extend to your value
chain partners?
4 Name of the national Solar’s manufacturing facilities have well defined Quality, Environment, Health & Safety management systems in
and international place and are aligned with the international (United Nations guidelines ISO 14001:2015, ISO 45001:2018, ISO 9001-
codes/ certifications/ 2015, ISO/IEC 17025-2017) and national (NGRBC, NABL Certification) standards and guidelines.
labels/ standards (e.g.,
Forest Stewardship
Council, Fairtrade,
Rainforest Alliance,
Trustee) standards (e.g.,
SA 8000, OHSAS, ISO,
BIS) adopted by your
entity and mapped to
each principle.
5 Specific commitments, We have procedures in place to track key parameters like customer complaints, shareholder complaints, employee
goals, and targets set satisfaction surveys, consumption of resources like water and energy consumption.
by the entity with
defined timelines, if
any.
6 Performance of the Solar has set short to medium targets for key priority areas like climate change, water stewardship, plastic waste and
entity against the biodiversity conservation etc. The ESG section forming part of this Integrated Annual Report provides details about
specific commitments, the ESG Objectives of the Company.
goals, and targets along In Order to achieve such targets, the Company has established management systems that entail regular monitoring
with reasons in case of Environment KPI’s and reviewing progress on a regular basis to ensure that businesses are aligned with ESG Goals.
the same are not met. We track key parameters in policies and record it for learning and development to enhance our policies.
Please refer ESG Section on page no. 56 of Integrated Annual Report FY 23 for more information.
158
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Governance, Leadership, and Oversight
7 Statement by the Please refer to the Chairman’s and MD statement Section in Integrated Annual Report FY 23.
director responsible
for the business
responsibility report,
highlighting ESG-
related challenges,
targets, and
achievement
8 Details of the highest At highest level the Board of Directors of the Company represented by Shri Manish Nuwal (Managing Director &
authority responsible Chief Executive Officer) has the primary role in the strategic supervision of the ESG Policies of the Company.
for implementation The CSR Committee is there to ensure implementation of the Sustainability objectives of the Company.
and oversight of the
The SCRC Committee monitors and evaluates the compliance with these Policies.
Business Responsibility
policy (is).
9 Does the entity have Yes, The Corporate Social Responsibility Committee is responsible for sustainability related issues.
a specified Committee
of the Board/ Director
responsible for
decision-making on
sustainability-related
issues? (Yes/ No). If yes,
provide details.i
Indicate whether review was undertaken by Director / Frequency (Annually/ Half yearly/ Quarterly/ Any other
Subject for Review Committee of the Board/ Any other Committee – please specify)
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against This policy will undergo regular reviews to ensure its appropriateness and will be updated as needed.
above policies and
follow up action
Compliance The Company is in compliance with applicable laws & regulations.
with statutory
requirements of
relevance to the
principles, and,
rectification of any
non-compliances
11. Has the entity carried out independent assessment/ evaluation of the
Frequency (Annually/ Half yearly/ Quarterly/ Any other
working of its policies by an external agency? (Yes/No). If yes, provide name
– please specify)
of the agency
P1 P2 P3 P4 P5 P6 P7 P8 P9
P1 P2 P3 P4 P5 P6 P7 P8 P9
Policies are currently evaluated internally.
Third-party assessments and certifications will be
conducted as and when required.
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Solar Industries India Limited / Annual Report 2022-23
Section-C:
Principle 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical,
Transparent and Accountable.
The Company has an exhaustive Code of Conduct which is based upon the principles of fairness, ethics and corporate governance and covers
ethics, bribery and corruption. The Company expects all the employees to act in accordance with the highest standards of personal and
professional integrity, honesty and ethical conduct which includes handling of actual or apparent conflict of interests between personal and
professional relationships, free from fraud and deception. Ethics and integrity are at the very heart of the work culture and applies to our
stakeholders that include employees, customers, suppliers, government and the community.
Solar believes that since we employ societal and environmental resources, our governance processes must ensure that they are utilized in
a manner that meets stakeholders’ aspirations and societal expectations. The Solar’s Code of Conduct as well as the Vigil Mechanism and
Whistle Blower Policy ensure that the highest standards of personal and professional integrity are maintained within the Company.
Essential Indicator
1. Percentage coverage by training and awareness programmes on any of the principles during the financial year:
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
2. Details of fines/ penalties/ punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by
directors/ KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format.
a. Monetary
b. Non-monetary
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-
monetary action has been appealed.
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link
to the policy.
Yes. The Company has an anti-corruption and anti-bribery policy, which is applicable to all its subsidiaries across the globe. The policy
emphasizes our zero-tolerance approach towards corruption and bribery. The policy also provides information and guidance on how
to recognize and deal with bribery and corruption issues. As a part of our training on the Code of Conduct, training is also imparted to
employees on Anti-Corruption and Anti-bribery topics. The weblink for this policy is: https://solargroup.com/wp-content.
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency
for the charges of bribery/ corruption:
Category FY 23 FY 22
Directors Nil Nil
KMPs Nil Nil
Employees Nil Nil
Workers Nil Nil
FY 23 FY 22
Category
Number Remarks Number Remarks
Number of complaints received in relation to issues of Nil NA Nil NA
Conflict of Interest of the Directors
Number of complaints received in relation to issues of Nil NA Nil NA
Conflict of Interest of KMPs
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/
law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
NA
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Solar Industries India Limited / Annual Report 2022-23
Leadership Indicator
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If yes,
provide details of the same.
Yes, Solar has Code of Conduct and Corporate Governance Policies which provide a framework for ethical behavior and effective
management of conflicts with various entities or individuals, ensuring accountability and transparency in all dealings. To prevent any
conflict between personal interests and the interests of the company, the board of directors and senior management ensure that they
disclose any involvement they may have, either directly or indirectly, in company transactions to the board on a regular basis.
The Company has in place the ‘Policy on Related Party Transactions’, which are applicable to our board members. Transactions with
the board members or any entity in which such board members are concerned or interested are required to be approved by the Audit
Committee and the Board of Directors. In such cases, the interested directors abstain themselves from the discussions at the meeting.
Principle 2: Businesses should provide goods and services in a manner that is sustainable and safe
Our sturdy commitment to ensure acquiescence with relevant standards to preserve environment clean and safe using practices and products
that are less hazardous to health and environment at the initial stage, wherein pertinent health, and safety elements across designing,
manufacturing, supply chain and consumption are identified and evaluated. Our aim is to create goods that are both environmentally
sustainable and safe that are supported by state-of-the-art R & D center of our Company.
Solar endeavor towards responsible product stewardship and producing sustainable products which enhancing the safety in operation and
minimum damage to environment. The Company objective is to make its products safer and environment friendly.
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and
social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
Details of improvement in
Type FY 23 FY 22 social and environmental
aspects
Research & Development (R&D) - - Nil
Capital Expenditure (CAPEX) - - Nil
Solar conducts R&D linked to environmental and social Initiatives, however currently the expenditures are not tracked.
2. Does the entity have procedures in place for sustainable sourcing? (Yes/No) Supplier screening/ Criteria. b. If yes, what
percentage of inputs were sourced sustainably?
Yes, At Solar, sustainable sourcing performance factors are considered in the process of selection of suppliers of major raw material.
During the FY 23 , 31% of the inputs were sourced sustainably. The Company has established procedures to ensure reasonable sourcing
backed up by supplier code of conduct. Through the Supplier code of Conduct, the Company aims to encourage sustainability among its
vendors and promote responsible behavior beyond its manufacturing facilities.
3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing at the end of life, for (a)
Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Solar Products are explosive in nature and hence, not permissible to reuse or recycle in accordance with Explosives Rules, 2008, the
guideline of Petroleum & Explosives Safety Organisation.
The packaging materials are mainly corrugated fibre board boxes, which are collected by the local vendors at the customer site and sold
to paper board recyclers.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste
collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not,
provide steps taken to address the same.
NA
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Principle 3 Businesses should respect and promote the well-being of all employees, including those in their
value chains
The Company is dedicated to ensuring a safe and healthy workplace for all employees. We strive to create a conducive environment that
supports their learning and career growth, fostering leadership development. Additionally, the Company places a high priority on work-life
balance and employee well-being, as demonstrated by our HR policies and practices. Our comprehensive range of benefits is designed to
provide valuable support to our employees and workers.
Essential Indicators
1. a. Details of measures for the well-being of employees:
% Of employees covered by
Accident Maternity Paternity Day Care
Category Total Health Insurance
Insurance Benefits Benefits Facilities
(A)
No. (B) % (B/A) No. (C) % (C/A) No.(D) % (D/A) No. (E) %(E/A) No. (F) % (F/A)
Permanent Employees
Male 732 732 100 732 100 0 0 732 100 0 0
Female 58 58 100 58 100 58 100 0 0 0 0
Total 790 790 100 790 100 58 7 732 93 0 0
Other than Permanent Employees
Male 0 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0
% Of employees covered by
Accident Maternity Paternity Day Care
Category Total Health Insurance
Insurance Benefits Benefits Facilities
(A)
No. (B) % (B/A) No. (C) % (C/A) No.(D) % (D/A) No. (E) %(E/A) No. (F) % (F/A)
Permanent Workers
Male 959 959 100 959 100 0 0 959 100 0 0
Female 32 32 100 32 100 32 100 0 0 0 0
Total 991 991 100 991 100 32 3 959 97 0 0
Other than Permanent Workers
Male 1893 1893 100 1893 100 0 0 1893 100 0 0
Female 643 643 100 643 100 643 100 0 0 0 0
Total 2536 2536 100 2536 100 643 25 1893 75 0 0
FY 23 FY 22
No. of No. of Deducted No. of No. of Deducted
Sr. employees workers and employees workers and
Benefits
No. covered as covered as deposited covered as covered as deposited
a % of total a % of total with the a % of total a % of total with the
employees worker authority employees worker authority
1 PF 100% 100% Yes 100% 100% Yes
2 Gratuity 100% 100% Yes 100% 100% Yes
3 ESI 35% 98.41% Yes 35% 97.78% Yes
4 Others-Please Specify NA NA NA NA NA NA
3. Accessibility of workplaces:
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the
Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Accessibility facilities are provided to the differently abled individuals of the Company.
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4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-
link to the policy.
Yes, the Company has policy on Diversity Equity and inclusion.
Link: policyonhumanrights.
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Total Number of
Total number of Total Number Total number of
people retained for
people returned of people who Return to people returned Retention
Gender 12 months after
after parental took parental work rate from parental Rate
returning from
leave in FY leave in FY leave in prior FY
parental leave
Permanent Employees
Male 12 12 100% NA NA -
Female 6 6 100% 6 6 100%
Others - - - - - -
Total 18 18 100% 6 6 100%
Permanent Workers
Male NA NA NA NA NA NA
Female NA NA NA NA NA NA
Others NA NA NA NA NA NA
Total NA NA NA NA NA NA
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes,
give details of the mechanism in brief.
Yes, Solar has a well-structured grievance redressal mechanism which addresses the grievances of the employees and workers.
Employees are encouraged to directly report their concerns to their departmental head, HR head as a first reporting authority and
attempt to arrive at a solution before invoking formal redressal mechanism. Workers are encouraged to report to their supervisors in
case of any grievances. The grievance reported by the employees and workers are redressed in a timely, transparent and fair manner.
7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:
FY 23 FY 22
No. of employees No. of employees
Total Total
/ workers in / workers in
employees/ employees/
Category respective category, respective category,
workers in % (B/A) workers in % (D/C)
who are part of who are part of
respective respective
association(s) or association(s) or
category (A) category (C)
Union (B) Union (D)
Permanent Employees
Male 732 - - - - -
Female 58 - - - - -
Total 790 - - - - -
Permanent Workers
Male 959 959 100 868 868 100
Female 32 32 100 21 21 100
Total 991 991 100 889 889 100
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
a. Details of Skill training and Details of training on Health and Safety given to employees and workers.
FY 23 FY 22
On Health and On Skill On Health and On Skill
Category Total Total
safety measures upgradation safety measures upgradation
(A) (D)
No. (B) %(B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Male 732 732 100 732 100 733 733 100 733 100
Female 58 58 100 58 100 43 43 100 43 100
Total 790 790 100 790 100 776 776 100 776 100
Workers
Male 959 959 100 959 100 932 932 100 932 100
Female 32 32 100 32 100 27 27 100 27 100
Total 991 991 100 991 100 959 959 100 959 100
FY 23 FY 22
No. of employees No. of employees
Total Total
/ workers in / workers in
employees/ employees/
Category respective category, respective category,
workers in % (B/A) workers in % (D/C)
who are part of who are part of
respective respective
association(s) or association(s) or
category (A) category (C)
Union (B) Union (D)
Permanent Employees
Male 732 732 100 733 733 100
Female 58 58 100 43 43 100
Total 790 790 100 776 776 100
Permanent Workers
Male 959 959 100 932 932 100
Female 32 32 100 27 27 100
Total 991 991 100 959 959 100
a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/No). What is
the coverage of such system?
Yes, The Company's Environmental, Health, and Safety (EHS) function is effectively managed through an established EHS policy
that is uniformly applied across all of its manufacturing facilities, corporate offices, and R&D center. Key manufacturing facilities
are certified with ISO 45001:2018 standard.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the
entity?
Yes, The Company believes that safe & healthy workplace is a prerequisite for employee wellbeing. It has implemented occupational
health and management safety system. It promotes culture of Safety through various training programs while continuously
investing in state-of- the- art technology to meet the highest level of safety parameters.
Company is conducting HIRA and HAZOP studies to identify the risks related to operations. To prevent the potential hazards, we
monitor near miss incidents, unsafe acts and unsafe conditions. Internal, External audits and Mock drills are conducted to check
the effectiveness of the implemented measures.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks.
(Yes/No)
Yes, A system is in place to spot and report the work-related hazards. We have an online incident reporting system that enables
us to monitor any incidents that occurred across the manufacturing facilities. Based on these reports, Corrective and Preventive
Actions (CAPA) reports are issued to all concerned heads/ individuals. This helps us to prevent similar incidents from occurring in
the future. Training and proper PPEs are being provided to the individuals to prevent any safety incidents.
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d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)
Yes, all the sites have access to non-occupational medical and healthcare services either on-site or through tie-ups with reputed
medical centers in close proximity. In addition, personnel are being trained to respond appropriately to medical emergencies on-site.
12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
i. Hazard identification, Risk Assessment and Management is done in accordance with Hazard Identification and Risk Assessment
(HIRA) Procedure and Job Safety Analysis (JSA) Procedure.
ii. Hierarchy of controls is followed for application of risk control measures, Control Plans commensurate to risk are deployed before
execution of job. No job is executed until risks are brought to acceptable range.
iii. Safety Committees are in place at various levels to review the adequacy of resources for safety and to provide support for safety
management system deployment.
iv. Deployment of Safe and Healthy system of work is assured through periodic safety audits and inspections across sites.
The Company has not received any complaint on “Health & Safety” and “Working Conditions” in FY23 and FY22. However, the Company
encourages its employees and contractor workers to proactively submit safety observations and report unsafe acts and conditions at
workplace as a preventive action.
FY 23 FY 22
Topic Filed during Pending resolution Filed during Pending resolution
Remarks Remarks
the year at the end of year the year at the end of year
Working Conditions NIL NIL NIL NIL NIL NIL
Health & Safety NIL NIL NIL NIL NIL NIL
% Of your plants and offices that were assessed (by entity or statutory
Topic
authorities or third parties)
Health and safety practices 100
Working Conditions 100
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks
/ concerns arising from assessments of health & safety practices and working conditions.
i. All safety related accidents are being investigated and learnings from investigation reports are shared across organization for
deployment of corrective actions to stop recurrence of such incidents. Effectiveness of Corrective actions deployment being
checked during safety Audits.
ii. Significant risks/concerns arising from assessment of Health and Safety Practices are addressed through elimination of manual job
by use of Technology/Digitization, Safety Capability Building, Monitoring and supervision, etc.
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of?
All the employees and workers are covered under the life insurance policy. Additionally, the employees get mediclaim policy and the
workers are covered under the ESIC policy. In the event of death over and above the insurance, the Company also provides financial
support to the bereaved families.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value
chain partners.
The Company has adequate mechanisms to ensure that requisite statutory dues, as applicable to the transactions entered with its value
chain partners are deducted and deposited in accordance with applicable laws.
3. Provide the number of employees/ workers having suffered high consequence work related injury / ill-health / fatalities (as
reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose
family members have been placed in suitable employment:
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career
endings resulting from retirement or termination of employment? (Yes/ No).
Principle 4: Businesses should respect the interests of and be responsive to all its stakeholders.
The Company firmly believes that engaging with stakeholders is essential as it fosters cooperation, responsibility, and the establishment
of trust. The stakeholders we refer to encompass a diverse range of groups such as the community, shareholders, investors, customers,
employees, and regulatory bodies. By involving stakeholders in Company's decision-making processes leads to strong partnerships
with stakeholders.
Essential Indicator
1. Describe the processes for identifying key stakeholder groups of the entity:
The Company recognizes individuals or groups who have a vested interest in, or are impacted by, or add value to the business activities
as key stakeholders. These stakeholders include customers, investors, lenders, vendors, government agencies, shareholders, media,
regulators, value chain partners, employees, and society. The Company places great importance on listening to its stakeholders and
has set up multiple touchpoints and communication tools to promote fair engagement. Please refer stakeholders section in Integrated
Annual Report FY 23.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group:
Solar believes that an effective stakeholder engagement process is necessary for achieving its sustainability goal of inclusive growth.
Refer stakeholders engagement section on page no. 22 of Integrated Annual Report FY 23 for further details.
Frequency of
Whether Channels of communication
engagement
identified as (Email, SMS, Newspaper, Purpose and scope of engagement
Stakeholder (Annually/
Vulnerable & Pamphlets, Advertisement, including key topics and concerns
Group Half yearly/
Marginalized Community Meetings, Notice raised during such engagement
Quarterly/ others
Group Board, Website), Other
– please specify)
Government No • Reports Engagement as per • Compliance with industry norms,
and regulatory • One-to-one Interaction need laws and regulations in substance
authorities • Events and spirit
• E-mail communication • Transparent Disclosers
• Letters • Participation in various industry
forums and meets
• Collaboration on national agenda
such as Make in India
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Solar Industries India Limited / Annual Report 2022-23
Frequency of
Whether Channels of communication
engagement
identified as (Email, SMS, Newspaper, Purpose and scope of engagement
Stakeholder (Annually/
Vulnerable & Pamphlets, Advertisement, including key topics and concerns
Group Half yearly/
Marginalized Community Meetings, Notice raised during such engagement
Quarterly/ others
Group Board, Website), Other
– please specify)
Employees No • Employee Engagement surveys Annually, Periodic, • Employee well-being and safety
• Joint Consultation system event based, • Fair wages and compensations per
• Grievance mechanism continuous industry standards
• Rewards and Recognition • Learning and Development
• Face to Face interactions • Occupational health and safety
• Cultural events • Growth opportunities
• Training and Workshops. • Talent and skill management
• Diversity and inclusion
• Job security
Customers No • One-to-One Interactions Monthly, Quarterly, • Product safety quality reliability
• Site-Visits Half yearly, • Confidentiality in case of
• Customer Meeting annually, need Sensitive Contracts
• E-mails based, • Operational efficiency
• Online Survey • Innovative products
• Digital channels
• Trial and improvement
programs
Business No • E-mail communication annually, need • Timely payments
partners • Site Visits based, continuous, • Fair and long term business relations
• One-to-One Interactions periodic • Capacity building
• Business partner survey • Transparency
• Structured meetings • Value Creation
Communities Yes • CSR initiatives Engagement as per • Upliftment of society
• Face to face interaction need • Live hood opportunities
• Field visits • Health and sanitation initiatives
• Collaborations through NGO’s
shareholders Yes • Annual general meeting Quarterly, • Consistent, competitive and
and Investors • Conference call Annually, periodic profitable growth and returns.
• News channels Event based • Consistent dividend pay-outs.
• presentation • Superior stakeholder returns
• Investor Grievance redressal through optimal utilization of
mechanism resources.
• Annual report • Better disclosures, transparency and
• Press release credibility of financials
• Website updates • Effective risk management
• Stock Exchange releases • Wealth creation
• Stock Exchange releases • Sound governance practices.
Media No • Newspaper Event Based • Growth,
• Advertisement • Awareness
• Press Release • Public Image
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Respecting human rights is fundamental to our values, policies and business strategy. The Company is determined to have a workplace where
everyone is treated equitably, without any discrimination based on gender, caste, creed, or religion.
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following
format:
FY 23 FY 22
No. of employees/
Category No. of employees/
Total (A) workers covered % (B / A) Total (C) % (D / C)
workers covered (D)
(B)
Employees
Male 732 732 100 733 733 100
Female 58 58 100 43 43 100
Others 0 0 0 0 0 0
Total 790 790 100 776 776 100
Other than Permanent Employees
Male 0 0 0 0 0 0
Female 0 0 0 0 0 0
Others 0 0 0 0 0 0
Total 0 0 0 0 0 0
Workers
Male 959 959 100 932 932 100
Female 32 32 100 27 27 100
Others 0 0 0 0 0 0
Total 991 991 100 959 959 100
Other Than Permanent Workers
Male 1893 1893 100 1547 1547 100
Female 643 643 100 464 464 100
Others 0 0 0 0 0 0
Total 2536 2536 100 2011 2011 100
Grand Total 4317 4317 100 3746 3746 100
2. Details of minimum wages paid to employees and workers, in the following format:
FY 23 FY 22
Equal to Minimum More than Equal to Minimum More than
Category Total Total
Wage Minimum Wage Wage Minimum Wage
(A) (D)
No. (B) % (B /A) No. (C) % (C /A) No. (E) % (E /D) No. (F) % (F/D)
Permanent Employees
Male 732 732 100 732 100 733 733 100 733 100
Female 58 58 100 58 100 43 43 100 43 100
Others 0 0 0 0 0 0 0 0 0 0
Total 790 790 100 790 100 776 776 100 776 100
Other than Permanent
Male 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0
Others 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0
Permanent Workers
Male 959 959 100 0 0 932 932 100 932 100
Female 32 32 100 0 0 27 27 100% 27 100
Others 0 0 0 0 0 0 0 0 0 0
Total 991 991 100 0 0 959 959 100 959 100
Other than Permanent
Male 1893 1893 100 0 0 1547 1547 100 1547 100
Female 643 643 100 0 0 464 464 100 464 100
Others 0 0 0 0 0 0 0 0 0 0
Total 2536 2536 100 0 0 2011 2011 100 2011 100
Grand Total 4317 4317 100 790 100 3746 3746 100 3746 100
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Male Female
Median remuneration/ Median remuneration/
Number salary/ wages of Number salary/ wages of
respective category respective category
Board of Directors (BoD) 3 6,24,631 0 0
Key Managerial Personnel 4 5,62,315 2 2,17,381
Employees other than BoD and KMP 732 30,884 58 27,796
Workers 959 20,890 32 13,830
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or
contributed to by the business?
Solar has constituted Sustainability Compliance Review Committee (SCRC) which is responsible to address grievances related to human
rights issues.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
The Company has Human rights policy that guides in case of any grievance reported related to Human rights, evaluation is carried out
basis which remediation action is planned by Human Resource Department.
The Company has adopted employee-oriented policies covering areas such as Human Rights Policy, Diversity, Equity and Inclusion
Policy, Code of Conduct and Business Ethics, Whistle Blower Policy and prevention of sexual harassment at workplace, which endeavors
to provide an environment of care, nurturance and opportunity to accomplish professional aspirations and provide a safe redressal
mechanism for employee grievances. With regards to internal mechanisms centered around the policies, the head of Human Resources
function ensures that all employee-related grievances are suitably investigated, and action is taken as per due process stipulated in the
respective redressal policies. Anonymous grievances are also investigated appropriately.
FY 23 FY 22
Filed during Pending resolution Filed during Pending resolution
Remarks Remarks
the year at the end of year the year at the end of year
Sexual Harassment Nil Nil NA Nil Nil NA
Discrimination at Nil Nil NA Nil Nil NA
workplace
Child Labour Nil Nil NA Nil Nil NA
Forced Labour/ Nil Nil NA Nil Nil NA
Involuntary Labour
Wages Nil Nil NA Nil Nil NA
Other human rights Nil Nil NA Nil Nil NA
related issues
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases
The Company maintains a zero-tolerance against Sexual Harassment and Discrimination. For grievances pertaining to sexual harassment,
the Internal Complaints Committee (ICC) is constituted in line with the provisions of The Sexual Harassment of Women at Workplace.
The Cases related to the prevention of sexual harassment at workplace are treated with utmost sensitivity and in a confidential manner.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes, Human rights requirements forms a part of the company’s agreements and Contracts
% Of your plants and offices that were assessed (by entity or statutory
authorities or third parties)
Child labor 100
Forced/involuntary labor 100
Sexual harassment 100
Discrimination at workplace 100
Wages 100
Others please specify 100
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments
at Question 9 above.
Principle 6: Businesses should respect and make efforts to protect and restore the environment
The Company is committed to protecting the environment by prioritizing sustainability. We strongly believe that our efforts can make a
difference and have undertaken several measures aimed at mitigating carbon emissions, minimizing water discharge, and enhancing waste
management practices. We consistently evaluate and improve operational efficiency and apply effective strategies across the facilities in
order to minimize our environmental impact.
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
Parameter FY 23 FY 22
Total electricity consumption (A) (GJ) 77,594.35 61,345.30
Total fuel consumption (B) (GJ) 6,55,065.52 5,80,342.63
Energy consumption through other sources (C) (GJ) 0 0
Total energy consumption (A+B+C) (GJ) 7,32,659.86 6,41,687.93
Energy intensity per rupee of turnover (Total energy consumption/ turnover in 159.14 190.19
rupees) (GJ per crore H)
Energy intensity (optional) – the relevant metric may be selected by the entity NA NA
a. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? b. If
yes, name of the external agency.
2. Does the entity have any sites/ facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade
(PAT) Scheme of the Government of India? (a.) If yes, disclose whether targets set under the PAT scheme have been achieved.
(b.) In case targets have not been achieved, provide the remedial action taken, if any.
3. Provide details of the following disclosures related to water, in the following format:
Parameter
FY 23 FY 22
Water withdrawal by source (in kiloliters)
(i) Surface water 27,159.60 6,566.36
(ii) Groundwater 4,55,980.08 4,29,737.07
(iii) Third party water 23,623.56 20,306.49
(iv) Seawater / desalinated water 0 0
(v) Others (Rainwater storage) 0 0
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 5,06,763.24 4,56,609.92
Total volume of water consumption (in kilolitres) 5,06,763.24 4,56,609.92
Water intensity per rupee of turnover (Water consumed / turnover) (kl per crore H 110 135
of revenue)
Water intensity (optional) – the relevant metric may be selected by the entity NA NA
a. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
We have conducted water audit for the FY 23.
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Solar Industries India Limited / Annual Report 2022-23
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.
Yes, The Company has implemented Zero Liquid Discharge (ZLD) across the manufacturing facilities. Wastewater treatment system
comprises of Sewage Treatment Plant (STP), Effluent Treatment Plant (ETP), Multi-effect Evaporator (MEE). These state-of-the-art
technologies ensure to make treated wastewater is fit for reuse/ recycle.
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Please specify
Parameter FY 23 FY 22
Unit
NOx MT/A 1.654 2.151
SOx MT/A 2.789 1.970
Particulate matter (PM) MT/A 1.404 0.483
Persistent organic pollutants (POP) NA NA NA
Volatile organic compounds (VOC) NA NA NA
Hazardous air pollutants (HAP) NA NA NA
Others – please specify NA NA NA
a. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N).
No, The Company has not undergone any third-party assessment.
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity in the following format:
Parameter Unit FY 23 FY 22
Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, tCO2e 45,829.83 44,740.99
HFCs, PFCs, SF6, NF3, if available)
Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, tCO2e 13,038.84 12,127.94
HFCs, PFCs, SF6, NF3, if available)
Total Scope 1 and Scope 2 emissions (per crore H of turnover) tCO2e 12.79 16.86
Total Scope 1 and Scope 2 emission intensity (optional)– the relevant - NIL NIL
metric may be selected by the entity
Total Scope 1 and Scope 2 emission intensity (optional) - NA NA
a. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
NA.
7. Does the entity have any project related to reducing Green House Gas emission? If yes, then provide detail
Yes, The Company has undertaken various initiatives to reduce greenhouse gas emissions like:
1. Implemented 3 MW solar power plant, that resulted in 15% of electricity contribution from renewable sources.
2. Retrofitting of 16 chillers to make them compatible with environment-friendly refrigerant gases.
3. VFD installations in cooling towers, agitators, and air compressors.
4. Replaced conventional lights with LEDs resulted in a reduction in electricity consumption.
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8. Provide details related to waste management by the entity, in the following format:
Parameter FY 23 FY 22
Total Waste generated (in metric tonnes)
Plastic waste (A) 572.44 505.93
E-waste (B) 4.05 3.76
Bio-medical waste (C) 0 0
Construction and demolition waste (D) 0 0
Battery waste (E) 0.865 1.537
Radioactive waste (F) 0 0
Other Hazardous waste. Please specify, if any. (G) 539.71 827.95
Other Non-hazardous waste generated (H). Please specify, if any. (Break-up by 3,892.068 2,308.16
composition i.e., by materials relevant to the sector)
Total (A+B + C + D + E + F + G+ H) 5,009.13 3,647.34
For each category of waste generated, total waste reused/ recycled/ recovered by nature of disposal method (MT)
FY 23 FY 22
Parameter Waste Waste Other Total Waste Waste Other Total
Recycled Reused Recovery Recovered Recycled Reused Recovery Recovered
Plastic waste (A) 572.44 0 0 0 505.93 0 0 0
E-waste (B) 4.05 0 0 0 3.76 0 0 0
Bio-medical waste (C) 0 0 0 0 0 0 0 0
Construction and demolition 0 0 0 0 0 0 0 0
waste (D)
Battery waste (E) 0.865 0 0 0 1.537 0 0 0
Radioactive waste (F) 0 0 0 0 0 0 0 0
Other Hazardous waste. 0 0 0 0 0 0 0 0
Please specify, if any. (G)
Other Non-hazardous 535.44 0 0 0 315.85 0 0 0
waste generated (H). Please
specify, if any. (Break-up by
composition i.e., by materials
relevant to the sector)
Total Waste Recovered (A+B 1112.79 0 0 0 827.078 0 0 0
+ C + D + E + F + G + H)
For each category of waste generated, total waste disposed off by nature of disposal method (MT)
FY 23 FY 22
Parameter Waste Waste in Another Total Waste Waste in Another Total
Incinerated landfill disposal disposed Incinerated landfill disposal disposed
Plastic waste (A) 0 0 0 0 0 0 0 0
E-waste (B) 0 0 0 0 0 0 0 0
Bio-medical waste (C) 0 0 0 0 0 0 0 0
Construction and demolition 0 0 0 0 0 0 0 0
waste (D)
Battery waste (E) 0 0 0 0 0 0 0 0
Radioactive waste (F) 0 0 0 0 0 0 0 0
Other Hazardous waste. 0 0 83.56 83.56 0 0 55.28 55.28
Please specify, if any. (G)
Other Non-hazardous 0 0 0 0 0 0 0 0
waste generated (H). Please
specify, if any. (Break-up by
composition i.e., by materials
relevant to the sector)
Total Waste Recovered (A+B 0 0 83.56 83.56 0 0 55.28 55.28
+ C + D + E + F + G + H)
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a. Indicate if any independent assessment/ evaluation/ assurance has been carried out for Waste Category by an external
agency?
NA
The Company has adopted 3R principles of waste management - Reduce, Reuse and Recycle. The Company has developed standard
operating procedures for the proper handling of waste in alignment with the regulations and guidelines set by the Central/State
Pollution Control Boards (CPCB/SPCB). Waste is segregated at its source into hazardous and non-hazardous waste, which are then
stored separately in dedicated spaces or bins within the manufacturing facilities and is disposed to registered recyclers to the possible
extent and remaining waste is disposed through manifest system to a designated disposal facility as per the consent conditions.
b. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and
processes and the practices adopted to manage such wastes.
We have adopted several ways to minimize the waste, such as, using alternative raw materials, optimizing the consumption,
improving the process efficiency, etc.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere
reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances
are required, please specify details in the following format:
NA
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current
financial year:
No there were no Environmental Impact Assessments of projects were undertaken during the reporting period.
12. a. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India, such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and
rules thereunder
NA
Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources, in the
following format:
S.
Parameter FY 23 FY 22
No.
1 Total electricity consumption (A) From Renewable Sources 11,944.23 281.54
2 Total fuel consumption (B) From Renewable Sources 1,43,159.72 73,706.51
3 Energy consumption through other renewable sources (C) 0 0
4 Total energy consumed from renewable sources A+B+C 1,55,103.95 73,988.05
5 Total electricity consumption From Non-Renewable Sources (D) 65,650.11 61,063.76
6 Total fuel consumption From Non-Renewable Sources (E) 5,11,905.80 5,06,636.13
7 Energy consumption through other Non-renewable sources (F) 0 0
8 Total energy consumed from non-renewable sources D+E+F 5,77,555.91 5,67,699.89
a. Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
NA
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Parameter FY 23 FY 22
Water discharge by destination and level of treatment (in kiloliters)
(i) To Surface water
- No treatment 0 0
- With treatment – please specify level of Treatment 0 0
(ii) To Groundwater
- No treatment 0 0
- With treatment – please specify level of Treatment 0 0
(iii) To Seawater
- No treatment 0 0
- With treatment – please specify level of Treatment 0 0
(iv) Sent to third parties
- No treatment 0 0
- With treatment – please specify level of Treatment 0 0
(v) Others
- No treatment 0 0
- With treatment – please specify level of Treatment 0 0
Total water discharged (in kiloliters) 0 0
a. Indicate if any independent assessment/ evaluation/assurance has been carried out for Water Discharged by an external
agency? (Yes/No)
Yes
The independent assessment of the Company was conducted by the PHD Chamber of Trade & Industry.
Principle 7: Businesses when engaging in influencing public and regulatory policy, should do so in a manner
that is responsible and transparent.
Solar strives to engage with stakeholders in a responsible manner, guided by the values of commitment, integrity, and transparency.
Essential Indicators
1. a) Number of affiliations with trade and industry chambers/ associations.
b) List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity
is a member of/ affiliated to.
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Solar Industries India Limited / Annual Report 2022-23
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based
on adverse orders from regulatory authorities.
NA
Our CSR programs are in line with our mission to promote socio-economic growth in the regions where we operate. We meticulously plan
and execute our community development initiatives in strict accordance with our CSR Policy.
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current
financial year.
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being
undertaken by your entity.
NA
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
Parameter FY 23 FY 22
Directly sourced from MSMEs/ Small producers 13.90% 15.22%
Sourced directly from within the district and neighboring districts 20.56% 22.55%
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Principle 9: Businesses should engage with and provide value to their consumers in responsible manner.
At Solar, we prioritize our customers and strive to meet their expectations with our products and services. We take a customer-centric
approach by providing tailored solutions and resolving grievances promptly. We value customer feedback and use it to continuously
improve our offerings.
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
Solar has a well established system of receiving complaints & feedbacks, which are analysed and necessary action are taken. Customers
can raise their concerns through the CRM system and track their resolution status. Solar places a high priority on addressing customer
concerns in a timely and efficient manner.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:
FY 23 FY 22
Received Pending Received Pending
Remarks Remarks
during the resolution at during the resolution at
year the end of year year the end of year
Data privacy 0 0 NA 0 0 NA
Advertising 0 0 NA 0 0 NA
Cyber-security 0 0 NA 0 0 NA
Delivery of essential services 0 0 NA 0 0 NA
Restrictive Trade Practices 0 0 NA 0 0 NA
Unfair Trade Practices 0 0 NA 0 0 NA
Others 10 Nil NA 24 0 NA
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a
web-link of the policy.
Yes
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services;
cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/ action taken by regulatory
authorities on safety of products/ services.
No instances of issues relating to advertising, and delivery of essential services; and data privacy of customers; product recalls were
reported in FY 23.
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Solar Industries India Limited / Annual Report 2022-23
Leadership Indicators
1. Channels/ platforms where information on products and services of the entity can be accessed (provide web link, if available).
All the product information with Technical Safety Data Sheet is available on our Company’s website www.solargroup.com. Customer’s
specifically requesting copies of the same are forwarded through e-mail or in a physical copy.
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
We understand the importance of providing accurate and transparent product information to our customers. TDS are made available
with the product which is also available on the Company’s website. Regular interaction with customers is done by our technical team
and various trainee programs are conducted to educate on safe and efficient use of products.
3 A. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/
NA) If yes, provide details in brief.
Yes, The Company ensures strict adherence to all the applicable regulations for product information and labeling. All the critical
products are supplied with safety instructions highlighting the Do’s and Don’ts while handling the products.
B. Did your entity carry out any survey about consumer satisfaction relating to the major products/ services of the entity,
significant locations of operation of the entity or the entity as a whole?
Yes, Solar conducts customer satisfaction surveys to improve its services and to meet the customer’s expectations.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Report on the Audit of the Standalone Financial ‘Code of Ethics’ issued by the Institute of Chartered Accountants of
Statements India together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions of the Act
Opinion and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code
We have audited the accompanying standalone financial statements
of Ethics. We believe that the audit evidence we have obtained is
of Solar Industries India Limited (“the Company”), which comprise
sufficient and appropriate to provide a basis for our audit opinion
the Balance sheet as at March 31 2023, the Statement of Profit
on the standalone financial statements.
and Loss, including the statement of Other Comprehensive Income,
the Cash Flow Statement and the Statement of Changes in Equity Key Audit Matters
for the year then ended, and notes to the standalone financial
statements, including a summary of significant accounting policies Key audit matters are those matters that, in our professional
and other explanatory information. judgment, were of most significance in our audit of the standalone
financial statements for the financial year ended March 31, 2023.
In our opinion and to the best of our information and according These matters were addressed in the context of our audit of the
to the explanations given to us, the aforesaid standalone financial standalone financial statements as a whole, and in forming our
statements give the information required by the Companies Act, opinion thereon, and we do not provide a separate opinion on these
2013, as amended (“the Act”) in the manner so required and give matters. For each matter below, our description of how our audit
a true and fair view in conformity with the accounting principles addressed the matter is provided in that context.
generally accepted in India, of the state of affairs of the Company
as at March 31, 2023, its profit including other comprehensive We have determined the matters described below to be the key
income, its cash flows and the changes in equity for the year ended audit matters to be communicated in our report. We have fulfilled
on that date. the responsibilities described in the Auditor’s responsibilities for
the audit of the standalone financial statements section of our
Basis for Opinion report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our
We conducted our audit of the standalone financial statements
assessment of the risks of material misstatement of the standalone
in accordance with the Standards on Auditing (SAs), as specified
financial statements. The results of our audit procedures, including
under section 143(10) of the Act. Our responsibilities under those
the procedures performed to address the matters below, provide
Standards are further described in the ‘Auditor’s Responsibilities for
the basis for our audit opinion on the accompanying standalone
the Audit of the Standalone Financial Statements’ section of our
financial statements.
report. We are independent of the Company in accordance with the
Key audit matters How our audit addressed the key audit matter
Revenue Recognition (as described in note 2.2 (j) of the standalone financial statements)
Revenue from sale of goods is recognized as outlined in note 18 of Our audit procedures included, among others the following:
the standalone financial statements.
• Evaluated the Company’s accounting policies pertaining to
The Company estimates provision for powder factor on sales revenue recognition and assessed compliance with those policies
made to certain customers which is generally the percentage of in terms of Ind AS 115 (Revenue from contract with customers).
blast output achieved at the time of blasting of the products at
• Assessed and tested the design and operating effectiveness of
the customers’ site. Powder factor is based on the agreement
the Company’s internal financial controls over the estimation of
with customer, volume of output achieved at the site, which is
powder factor provision. We obtained an understanding of the
measured at a later date. Accordingly, the provision is made based
key controls management has in place to monitor the powder
on the likely powder factor to be achieved on current sales which
factor provision.
is reduced from the sales for the period.
• Read the agreement with customers for validating terms relating
As at March 31, 2023, the Company is carrying a powder factor
to powder factor.
provision of Rs. 38.81 crore.
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Solar Industries India Limited / Annual Report 2022-23
Key audit matters How our audit addressed the key audit matter
This is a key audit matter as significant estimate is involved to • Assessed the key management assumptions/ judgement relating
establish the percentage of blast output achieved, the settlement to various parameters for measuring / estimating the amount of
of which happens in future as per the terms of contract and such powder factor provisions.
mutual agreement.
• We tested on sample basis, the accuracy of the underlying data
used for computation of powder factor provisions and verified the
arithmetical accuracy of powder factor provision.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Information Other than the Financial Statements and conducted in accordance with SAs will always detect a material
Auditor’s Report Thereon misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
The Company’s Board of Directors is responsible for the other they could reasonably be expected to influence the economic
information. The other information comprises the information decisions of users taken on the basis of these standalone financial
included in the Annual report, but does not include the standalone statements.
financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover As part of an audit in accordance with SAs, we exercise
the other information and we do not express any form of assurance professional judgment and maintain professional
conclusion thereon. skepticism throughout the audit. We also:
In connection with our audit of the standalone financial statements, • Identify and assess the risks of material misstatement of the
our responsibility is to read the other information and, in doing so, standalone financial statements, whether due to fraud or error,
consider whether such other information is materially inconsistent design and perform audit procedures responsive to those risks,
with the financial statements or our knowledge obtained in the and obtain audit evidence that is sufficient and appropriate
audit or otherwise appears to be materially misstated. If, based on to provide a basis for our opinion. The risk of not detecting
the work we have performed, we conclude that there is a material a material misstatement resulting from fraud is higher than
misstatement of this other information, we are required to report for one resulting from error, as fraud may involve collusion,
that fact. We have nothing to report in this regard. forgery, intentional omissions, misrepresentations, or the
override of internal control.
Responsibilities of Management for the Standalone • Obtain an understanding of internal control relevant to the
Financial Statements audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we
The Company’s Board of Directors is responsible for the matters stated
are also responsible for expressing our opinion on whether
in section 134(5) of the Act with respect to the preparation of these
the Company has adequate internal financial controls with
standalone financial statements that give a true and fair view of the
reference to financial statements in place and the operating
financial position, financial performance including other comprehensive
effectiveness of such controls.
income, cash flows and changes in equity of the Company in accordance
with the accounting principles generally accepted in India, including • Evaluate the appropriateness of accounting policies used
the Indian Accounting Standards (Ind AS) specified under section 133 of and the reasonableness of accounting estimates and related
the Act read with the Companies (Indian Accounting Standards) Rules, disclosures made by management.
2015, as amended. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the • Conclude on the appropriateness of management’s use of the
Act for safeguarding of the assets of the Company and for preventing going concern basis of accounting and, based on the audit
and detecting frauds and other irregularities; selection and application evidence obtained, whether a material uncertainty exists
of appropriate accounting policies; making judgments and estimates related to events or conditions that may cast significant doubt
that are reasonable and prudent; and the design, implementation on the Company’s ability to continue as a going concern. If we
and maintenance of adequate internal financial controls, that were conclude that a material uncertainty exists, we are required
operating effectively for ensuring the accuracy and completeness of to draw attention in our auditor’s report to the related
the accounting records, relevant to the preparation and presentation disclosures in the financial statements or, if such disclosures
of the standalone financial statements that give a true and fair view are inadequate, to modify our opinion. Our conclusions are
and are free from material misstatement, whether due to fraud or error. based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may
In preparing the standalone financial statements, management is cause the Company to cease to continue as a going concern.
responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going • Evaluate the overall presentation, structure and content of
concern and using the going concern basis of accounting unless the standalone financial statements, including the disclosures,
management either intends to liquidate the Company or to cease and whether the standalone financial statements represent the
operations, or has no realistic alternative but to do so. underlying transactions and events in a manner that achieves
fair presentation.
Those Board of Directors are also responsible for overseeing the
Company’s financial reporting process. We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
Auditor’s Responsibilities for the Audit of the
in internal control that we identify during our audit.
Standalone Financial Statements
We also provide those charged with governance with a statement
Our objectives are to obtain reasonable assurance about whether
that we have complied with relevant ethical requirements regarding
the standalone financial statements as a whole are free from
independence, and to communicate with them all relationships
material misstatement, whether due to fraud or error, and to issue
and other matters that may reasonably be thought to bear on our
an auditor’s report that includes our opinion. Reasonable assurance
independence, and where applicable, related safeguards.
is a high level of assurance, but is not a guarantee that an audit
181
Solar Industries India Limited / Annual Report 2022-23
From the matters communicated with those charged with (g) In our opinion, the managerial remuneration for the year
governance, we determine those matters that were of most ended March 31, 2023 has been paid / provided by the
significance in the audit of the standalone financial statements Company to its directors in accordance with the provisions
for the financial year ended March 31, 2023 and are therefore of section 197 read with Schedule V to the Act;
the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about (h) With respect to the other matters to be included in the
the matter or when, in extremely rare circumstances, we determine Auditor’s Report in accordance with Rule 11 of the
that a matter should not be communicated in our report because the Companies (Audit and Auditors) Rules, 2014, as amended
adverse consequences of doing so would reasonably be expected to in our opinion and to the best of our information and
outweigh the public interest benefits of such communication. according to the explanations given to us:
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
entities identified in any manner whatsoever Annual General Meeting. The dividend declared is in
by or on behalf of the Funding Party (“Ultimate accordance with section 123 of the Act to the extent
Beneficiaries”) or provide any guarantee, it applies to declaration of dividend.
security or the like on behalf of the Ultimate
Beneficiaries; and vi. As proviso to rule 3(1) of the Companies (Accounts)
Rules, 2014 is applicable for the company only w.e.f.
c) Based on such audit procedures performed April 1, 2023, reporting under this clause is not
that have been considered reasonable and applicable
appropriate in the circumstances, nothing has
come to our notice that has caused us to believe
that the representations under sub-clause (a) For Gandhi Rathi & Co. For S R B C & CO LLP
and (b) contain any material misstatement. Chartered Accountants Chartered Accountants
ICAI Firm Reg. number: ICAI Firm Reg. number:
v. The final dividend paid by the Company during the 103031W 324982E/E300003
year in respect of the same declared for the previous
year is in accordance with section 123 of the Act to per C.N. Rathi per Pramod Kumar Bapna
the extent it applies to payment of dividend. Partner Partner
Membership No.: 39895 Membership No.: 105497
As stated in note 11B to the standalone financial UDIN: 23039895BGXQPI3808 UDIN: 23105497BGXBNS3248
statements, the Board of Directors of the Company
have proposed final dividend for the year which is Place: Nagpur Place: Nagpur
subject to the approval of the members at the ensuing Date: May 03, 2023 Date: May 03, 2023
183
Solar Industries India Limited / Annual Report 2022-23
i) (a) (A) The Company has maintained proper records showing and the nature of its assets. No material discrepancies
full particulars, including quantitative details and were noticed on such verification.
situation of property, plant and equipment.
(c) The title deeds of immovable properties (other than
(B) The Company has maintained proper records showing properties where the Company is the lessee and the lease
full particulars of intangibles assets. agreements are duly executed in favor of the lessee)
disclosed in note 3A to the financial statements are held in
(b) All property, plant and equipment have not been physically the name of the Company except one immovable property
verified by the management during the year but there is a as indicated in the below table for which title deeds are
regular programme of verification, which, in our opinion, not in the name of the Company:
is reasonable having regard to the size of the Company
(d) The Company has not revalued its Property, Plant and for each class of inventory were not noticed on such
Equipment (including Right of use assets) or intangible physical verification. Inventories lying with third parties
assets during the year ended March 31, 2023. have been confirmed by them as at year end and
discrepancies of 10% or more in aggregate for each
(e) There are no proceedings initiated or are pending against class of inventory were not noticed in respect of such
the Company for holding any benami property under the confirmations.
Prohibition of Benami Property Transactions Act, 1988
and rules made thereunder. (b) As disclosed in note 13 to the financial statements, the
Company has been sanctioned working capital limits in
ii) (a) The inventory has been physically verified by the excess of Rs. five crores in aggregate from banks and/
management during the year except for inventories or financial institutions during the year on the basis of
lying with third parties. In our opinion, the frequency security of current assets of the Company. The quarterly
of verification by the management is reasonable and returns/statements filed by the Company with such banks
the coverage and procedure for such verification is and financial institutions are in agreement with the books
appropriate. Discrepancies of 10% or more in aggregate of account of the Company.
iii) (a) During the year, the Company has provided loans, advances in the nature of loans, investments and guarantees to companies as follows:
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
(b) During the year, the investments made, guarantees guarantees and security in respect of which provisions of
provided, security given and the terms and conditions sections 186 of the Companies Act, 2013 are applicable have
of the grant of all loans and advances in the nature of been complied with by the Company.
loans, investments and guarantees to companies are not
prejudicial to the Company's interest. v) The Company has neither accepted any deposits from the
public nor accepted any amounts which are deemed to
(c) The Company has granted loans during the year to be deposits within the meaning of sections 73 to 76 of the
companies where the schedule of repayment of principal Companies Act and the rules made thereunder, to the extent
and payment of interest has been stipulated and the applicable. Accordingly, the requirement to report on clause
repayment or receipts are regular. 3(v) of the Order is not applicable to the Company.
(d) There are no amounts of loans and advances in the nature vi) We have broadly reviewed the books of account maintained
of loans granted to companies which are overdue for by the Company pursuant to the rules made by the Central
more than ninety days. Government for the maintenance of cost records under section
148(1) of the Companies Act, 2013, related to manufacture of
(e) There were no loans or advance in the nature of loan granted industrial explosive and explosive initiating device, and are of
to companies, firms, Limited Liability Partnerships or any the opinion that prima facie, the specified accounts and records
other parties which was fallen due during the year, that have have been made and maintained. We have not, however, made
been renewed or extended or fresh loans granted to settle a detailed examination of the same.
the overdue of existing loans given to the same parties.
vii) (a) The Company is generally regular in depositing with
(f) The Company has not granted any loans or advances in the appropriate authorities undisputed statutory dues
nature of loans, either repayable on demand or without including goods and services tax, provident fund,
specifying any terms or period of repayment to companies, employees’ state insurance, income-tax, duty of customs,
firms, Limited Liability Partnerships or any other parties. cess and other statutory dues applicable to it. According
Accordingly, the requirement to report on clause 3(iii)(f) of to the information and explanations given to us and based
the Order is not applicable to the Company. on audit procedures performed by us, no undisputed
amounts payable in respect of these statutory dues were
iv) There are no loans, investments, guarantees, and security in
outstanding, at the year end, for a period of more than six
respect of which provisions of sections 185 of the Companies
months from the date they became payable.
Act, 2013 are applicable. Further, where loans, investments,
(b) The dues of goods and services tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom,
duty of excise, value added tax, cess, and other statutory dues have not been deposited on account of any dispute, are as follows:
Amount
Period to which Forum where
Nature of the Amount deposited under
Name of the statute the amount the dispute is
dues (Rs. in crore) protest (Rs. in
relates pending
crore)
Central Excise Act, 1944 Demand of 3.37 0.20 2000-2008 Tribunal
excise duty
(including
penalty)
Central Excise Act, 1944 Demand of 1.16 - 2007-2009 Commissionerate
excise duty
(including
penalty)
Central Excise Act, 1944 Demand of 0.68 0.03 2015-2017 Commissionerate
excise duty
(including
penalty)
Central Excise Act, 1944 Demand of 0.10 0.09 2011-2016 High Court
excise duty
(including
penalty)
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Solar Industries India Limited / Annual Report 2022-23
Amount
Period to which Forum where
Nature of the Amount deposited under
Name of the statute the amount the dispute is
dues (Rs. in crore) protest (Rs. in
relates pending
crore)
Goods and Service Tax Act, Demand of 1.70 0.11 2017- 2018 Tribunal
2017 GST (Including
penalty)
Central Sales Tax Act, 1956 and Demand of CST 0.42 0.04 2008-2009 Tribunal
State Sales Tax Act and VAT
Employee Provident Fund Demand of 0.15 0.15 2015-2017 Appellate
Provident Fund Authority
Contribution
Central Sales Tax Act, 1956 and Demand of CST 28.03 1.95 2012-2018 Tribunal
State Sales Tax Act and VAT
Central Sales Tax Act, 1956 and Demand of CST 0.86 0.03 2013-2017 Commissionerate
State Sales Tax Act and VAT
State Sales Tax Act Demand of VAT 0.43 0.07 2013-2016 High Court
Goods and Service Tax Act, Demand of 0.01 - 2017-2018 Commissionerate
2017 transitional
credit (including
penalty)
The Customs Act, 1962 Demand of 2.09 2.09 2021-2022 Commissioner
Custom Duty (Appeals)
viii) The Company has not surrendered or disclosed any transaction, (including debt instruments) hence, the requirement to
previously unrecorded in the books of account, in the tax report on clause 3(x)(a) of the Order is not applicable to
assessments under the Income Tax Act, 1961 as income during the Company.
the year. Accordingly, the requirement to report on clause
3(viii) of the Order is not applicable to the Company. (b) The Company has not made any preferential allotment or
private placement of shares/fully or partially or optionally
ix) (a) The Company has not defaulted in repayment of loans or convertible debentures during the year under audit and
other borrowings or in the payment of interest thereon to hence, the requirement to report on clause 3(x)(b) of the
any lender. Order is not applicable to the Company.
(b) The Company has not been declared wilful defaulter by xi) (a) No fraud by the Company or no material fraud on the
any bank or financial institution or government or any Company has been noticed or reported during the year.
government authority.
(b) During the year, no report under sub-section (12) of
(c) Term loans were applied for the purpose for which the section 143 of the Companies Act, 2013 has been filed
loans were obtained. by cost auditor/secretarial auditor or by using Form ADT
– 4 as prescribed under Rule 13 of Companies (Audit and
(d) On an overall examination of the financial statements of Auditors) Rules, 2014 with the Central Government.
the Company, no funds raised on short-term basis have
been used for long-term purposes by the Company. (c) As represented to us by the management, there are no
whistle blower complaints received by the Company
(e) On an overall examination of the financial statements during the year.
of the Company, the Company has not taken any funds
from any entity or person on account of or to meet the xii) The Company is not a nidhi Company as per the provisions of
obligations of its subsidiaries, associates or joint ventures. the Companies Act, 2013. Therefore, the requirement to report
on clause 3(xii)(a)/(b)/(c) of the Order is not applicable to the
(f) The Company has not raised loans during the year on the Company.
pledge of securities held in its subsidiaries, joint ventures or
associate companies. Hence, the requirement to report on xiii) Transactions with the related parties are in compliance with
clause 3(ix)(f) of the Order is not applicable to the Company. sections 177 and 188 of Companies Act, 2013 where applicable
and the details have been disclosed in the notes to the financial
x) (a) The Company has not raised any money during the statements, as required by the applicable accounting standards.
year by way of initial public offer / further public offer
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
xiv) (a) The Company has an internal audit system commensurate of the audit report that Company is not capable of meeting its
with the size and nature of its business. liabilities existing at the date of balance sheet as and when
they fall due within a period of one year from the balance
(b) The internal audit reports of the Company issued till the sheet date. We, however, state that this is not an assurance as
date of the audit report, for the period under audit have to the future viability of the Company. We further state that
been considered by us. our reporting is based on the facts up to the date of the audit
report and we neither give any guarantee nor any assurance
xv) The Company has not entered into any non-cash transactions
that all liabilities falling due within a period of one year from
with its directors or persons connected with its directors and
the balance sheet date, will get discharged by the Company as
hence requirement to report on clause 3(xv) of the Order is not
and when they fall due.
applicable to the Company.
xx) (a) In respect of other than ongoing projects, there are no
xvi) (a) The provisions of section 45-IA of the Reserve Bank of India
unspent amounts that are required to be transferred to a
Act, 1934 (2 of 1934) are not applicable to the Company.
fund specified in Schedule VII of the Companies Act (the
Accordingly, the requirement to report on clause (xvi)(a)
Act), in compliance with second proviso to sub section 5
of the Order is not applicable to the Company.
of section 135 of the Act. This matter has been disclosed
(b) The Company is not engaged in any Non-Banking in note 25(b) to the financial statements.
Financial or Housing Finance activities. Accordingly, the
(b) There are no unspent amounts in respect of ongoing
requirement to report on clause (xvi)(b) of the Order is not
projects, that are required to be transferred to a special
applicable to the Company.
account in compliance of provision of sub section (6)
(c) There is no Core Investment Company as a part of the of section 135 of Companies Act. This matter has been
Group, hence, the requirement to report on clause 3(xvi) disclosed in note 25(b) to the financial statements.
(d) of the Order is not applicable to the Company.
xvii) The Company has not incurred cash losses in the current year
and in the immediately preceding financial year.
xviii) There has been no resignation of the statutory auditors during For Gandhi Rathi & Co. For S R B C & CO LLP
the year and accordingly requirement to report on Clause Chartered Accountants Chartered Accountants
3(xviii) of the Order is not applicable to the Company. ICAI Firm Reg. number: ICAI Firm Reg. number:
103031W 324982E/E300003
xix) On the basis of the financial ratios disclosed in note to the
financial statements, ageing and expected dates of realization per C.N. Rathi per Pramod Kumar Bapna
of financial assets and payment of financial liabilities, other Partner Partner
information accompanying the financial statements, our Membership No.: 39895 Membership No.: 105497
knowledge of the Board of Directors and management plans UDIN: 23039895BGXQPI3808 UDIN: 23105497BGXBNS3248
and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes Place: Nagpur Place: Nagpur
us to believe that any material uncertainty exists as on the date Date: May 03, 2023 Date: May 03, 2023
187
Solar Industries India Limited / Annual Report 2022-23
188
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Because of the inherent limitations of internal financial controls For Gandhi Rathi & Co. For S R B C & CO LLP
with reference to standalone financial statements, including Chartered Accountants Chartered Accountants
the possibility of collusion or improper management override of ICAI Firm Reg. number: ICAI Firm Reg. number:
controls, material misstatements due to error or fraud may occur 103031W 324982E/E300003
and not be detected. Also, projections of any evaluation of the
per C.N. Rathi per Pramod Kumar Bapna
internal financial controls with reference to standalone financial
Partner Partner
statements to future periods are subject to the risk that the internal
Membership No.: 39895 Membership No.: 105497
financial control with reference to standalone financial statements
UDIN: 23039895BGXQPI3808 UDIN: 23105497BGXBNS3248
may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may Place: Nagpur Place: Nagpur
deteriorate. Date: May 03, 2023 Date: May 03, 2023
189
Solar Industries India Limited / Annual Report 2022-23
Balance Sheet
as at March 31, 2023 (All amounts in H Crores, unless otherwise stated)
As at As at
Notes
March 31, 2023 March 31, 2022
ASSETS
Non-current assets
Property, Plant and Equipment 3A 769.24 696.42
Capital work in progress 3A 76.04 40.78
Intangible assets 3B 5.73 7.61
Intangible assets under development 3B 2.37 0.13
Right-of-use assets 3C 4.33 2.16
Financial assets
Investments 4 206.41 145.79
Loans 5 301.16 247.04
Other financial assets 6 100.82 90.45
Current tax assets (net) 5.20 7.62
Other non-current assets 9 21.23 18.57
Total non-current assets 1,492.53 1,256.57
Current assets
Inventories 10 460.05 273.87
Financial assets
Investments 4 20.00 -
Trade receivables 7 539.46 297.75
Cash and cash equivalents 8 58.16 23.13
Bank balances other than cash and cash equivalents 8 2.79 2.11
Loans 5 90.38 39.88
Other financial assets 6 13.38 53.57
Other current assets 9 92.42 59.29
Total current assets 1,276.64 749.60
Non-current assets classified as held for sale 3D - 2.91
Total assets 2,769.17 2,009.08
EQUITY AND LIABILITIES
Equity
Equity share capital 11 18.10 18.10
Other equity 11A 1,749.35 1,347.49
Total equity 1,767.45 1,365.59
LIABILITIES
Non-current liabilities
Financial Liabilities
Borrowings 12 182.47 118.56
Lease Liabilities 3C 2.48 0.57
Deferred tax liabilities (net) 14 105.65 85.66
Total non-current liabilities 290.60 204.79
Current liabilities
Financial liabilities
Borrowings 13 238.45 36.09
Trade payables 15
a) total outstanding dues to micro enterprises and small enterprises 8.04 8.35
b) total outstanding dues to creditors other than micro enterprises and small enterprises 385.87 327.00
Lease Liabilities 3C 1.04 0.76
Other financial liabilities 16 38.45 33.93
Other current liabilities 17 34.70 28.51
Provisions 17A 4.57 4.06
Total current liabilities 711.12 438.70
Total liabilities 1,001.72 643.49
Total equity and liabilities 2,769.17 2,009.08
Summary of significant accounting policies 2.2 and
2.3
The accompanying notes form an integral part of the standalone financial statements
As per our report of even date attached
For Gandhi Rathi & Co. For S R B C & CO LLP For and on behalf of the Board of Directors of
190
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The accompanying notes form an integral part of the standalone financial statements
As per our report of even date attached
For Gandhi Rathi & Co. For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Solar Industries India Limited
ICAI Firm Registration Number:103031W ICAI Firm Registration
Number: 324982E/E300003
per C.N. Rathi per Pramod Kumar Bapna Manish Nuwal Milind Deshmukh
Partner Partner Managing Director & Executive Director
Membership No.- 39895 Membership No.- - 105497 CEO
DIN: 00164388 DIN: 09256690
Khushboo Pasari
Company Secretary
Membership No.- F7347
191
Solar Industries India Limited / Annual Report 2022-23
192
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Foreign
Particulars March 31, 2022 Cash flows March 31, 2023
exchange impact
Short Term borrowings (Excluding current maturities - 142.36 - 142.36
of long term borrowing)
Long Term borrowings (Including current maturities 154.65 123.91 - 278.56
of long term borrowing)
Total liabilities from financing activities 154.65 266.27 - 420.92
Foreign
Particulars March 31, 2021 Cash flows March 31, 2022
exchange impact
Short Term borrowings (Excluding current maturities 20.00 (20.00) - -
of long term borrowing)
Long Term borrowings (Including current maturities 105.40 48.76 0.49 154.65
of long term borrowing)
Total liabilities from financing activities 125.40 28.76 0.49 154.65
The above statement of cash flow has been prepared under the “Indirect Method” as set out in Ind AS 7, “Statement of Cash Flows”.
The accompanying notes form an integral part of the standalone financial statements
As per our report of even date attached
For Gandhi Rathi & Co. For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Solar Industries India Limited
ICAI Firm Registration Number:103031W ICAI Firm Registration
Number: 324982E/E300003
per C.N. Rathi per Pramod Kumar Bapna Manish Nuwal Milind Deshmukh
Partner Partner Managing Director & Executive Director
Membership No.- 39895 Membership No.- - 105497 CEO
DIN: 00164388 DIN: 09256690
Khushboo Pasari
Company Secretary
Membership No.- F7347
193
Solar Industries India Limited / Annual Report 2022-23
B. Other equity
per C.N. Rathi per Pramod Kumar Bapna Manish Nuwal Milind Deshmukh
Partner Partner Managing Director & Executive Director
Membership No.- 39895 Membership No.- - 105497 CEO
DIN: 00164388 DIN: 09256690
Khushboo Pasari
Company Secretary
Membership No.- F7347
194
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Note 1. Corporate Information • It is due to be settled within twelve months after the
reporting period, or
Solar Industries India Limited (‘the Company’) is a company
domiciled in India and has its registered office at Solar House 14, • There is no unconditional right to defer the settlement of
Kachimet, Amravati Road, Nagpur – 440023 (Maharashtra). The the liability for at least twelve months after the reporting
Company has been incorporated under the provisions of Indian period
Companies Act and its equity shares are listed on the National
All other liabilities are classified as non-current.
Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India.
The Company is primarily involved in manufacturing of complete Deferred tax assets and liabilities are classified as non-current
range of industrial explosives and explosive initiating devices. It assets and liabilities.
manufactures various types of packaged emulsion explosives, bulk
explosives and explosive initiating systems. The operating cycle is the time between the acquisition of
assets for processing and their realisation in cash and cash
equivalents. The Company has identified twelve months as its
Note 2. Basis of preparation and Significant accounting
operating cycle.
policies
a. Use of estimates
The financial statements of the Company have been prepared
on an accrual basis and under the historical cost convention The preparation of the financial statements requires
except for certain financial instruments (including derivative the management to make judgements, estimates and
instruments) and defined benefit plans which have been assumptions that affect the reported amounts of revenue,
measured at fair value. The accounting policies are consistently expenses, assets and liabilities, and the accompanying
applied by the Company to all the period mentioned in the disclosures, and the disclosure of contingent liabilities.
financial statements. Uncertainty about these assumptions and estimates could
result in the outcomes requiring a material adjustment
The financial statements have been prepared in accordance
to the carrying amounts of assets or liabilities in future
with the Indian Accounting Standards (‘Ind AS’) notified under
periods.
section 133 of the Companies Act, 2013 (“the Act”) read with
the Companies (Indian Accounting Standards) Rules, 2015, (as b. Property, Plant and Equipment
amended).
Capital work in progress is stated at cost, net of
Current and non-current classification accumulated impairment loss, if any. Property, Plant
and Equipment are stated at cost, less accumulated
The Company presents assets and liabilities in the balance
depreciation and accumulated impairment losses, if
sheet based on current / non-current classification.
any. Such cost includes the cost of replacing part of
An asset is treated as current when it is : the plant and equipment and borrowing costs for long-
term construction projects if the recognition criteria are
• Expected to be realised or intended to be sold or consumed met. The cost comprises the purchase price and directly
in normal operating cycle attributable costs of bringing the asset to its working
condition for its intended use. Any trade discounts and
• Held primarily for the purpose of trading
rebates are deducted in arriving at the purchase price.
• Expected to be realised within twelve months after the Capital work-in-progress includes cost of Property, Plant
reporting period, or and Equipment that are not ready for their intended use.
• Cash or cash equivalent unless restricted from being The cost of a self-constructed item of property, plant and
exchanged or used to settle a liability for at least twelve equipment comprises the cost of materials and direct
months after the reporting period labour, any other costs directly attributable to bringing
the item to working condition for its intended use, and
All other assets are classified as non-current. estimated costs of dismantling and removing the item and
restoring the site on which it is located.
A liability is treated as current when it is :
If significant parts of an item of property, plant and equipment
• Expected to be settled in normal operating cycle
have different useful lives, then they are accounted for as
• Held primarily for the purpose of trading separate items (major components) of property, plant and
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Solar Industries India Limited / Annual Report 2022-23
equipment. All other repair and maintenance costs are disposal proceeds and the carrying amount of the asset
recognised in profit or loss as incurred. and are recognized in the statement of profit and loss
when the asset is disposed.
Subsequent expenditure related to an item of property,
plant and equipment is added to its book value only if it Research and development
is probable that future economic benefits associated with
the item will flow to the Company. All other expenses on Expenditures on research activities undertaken with the
existing property, plant and equipment, including day- prospect of gaining new scientific or technical knowledge
to-day repair and maintenance expenditure and cost of and understanding are recognized in the statement of
replacing parts, are charged to the statement of profit and profit and loss when incurred.
loss for the year during which such expenses are incurred.
Development activities involve a plan or design for the
Gains or losses arising from disposal of Property, Plant production of new or substantially improved products and
and Equipment are measured as the difference between processes. Development expenditures are capitalized only
the net disposal proceeds and the carrying amount of the if development costs can be measured reliably; the product
asset and are recognized in the statement of profit and or process is technically and commercially feasible; future
loss when the asset is disposed. economic benefits are probable; and the Company intends
to and has sufficient resources to complete development
c. Intangible assets and to use or sell the asset.
Intangible assets including software licenses of enduring Expenditure on research and development eligible for
nature and contractual rights acquired separately are capitalization are carried as Intangible assets under
measured on initial recognition at cost. Following initial development where such assets are not yet ready for their
recognition, intangible assets are carried at cost less intended use.
accumulated amortization and accumulated impairment
losses, if any. Cost comprises the purchase price and The expenditures to be capitalized include the cost of
any directly attributable cost of bringing the asset to its materials and other costs directly attributable to preparing
working condition for its intended use. the asset for its intended use. Other development
expenditures are recognized as expense in the statement
Intangible assets with finite lives are amortized over the of profit and loss as incurred.
useful economic life and assessed for impairment whenever
there is an indication that the intangible asset may be The estimated useful life for Product related intangibles is
impaired. The amortisation period and the amortisation 5 years once the development is complete.
method for an intangible asset with a finite useful life
Intangible assets relating to products in development are
are reviewed at least at the end of each reporting period.
subject to impairment testing at each reporting date. All
Changes in the expected useful life or the expected pattern
other intangible assets are tested for impairment when
of consumption of future economic benefits embodied in
there are indications that the carrying value may not
the asset are considered to modify the amortisation period
be recoverable. All impairment losses are recognized
or method, as appropriate, and are treated as changes
immediately in the statement of profit and loss.
in accounting estimates. The amortisation expense on
intangible assets with finite lives is recognised in the The amortization period and the amortization method for
statement of profit and loss unless such expenditure forms intangible assets with a finite useful life are reviewed at
part of carrying value of another asset. each reporting date.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Depreciation on Property, Plant and Equipment is provided using the Straight Line Method (‘SLM’) over the useful lives of the assets
estimated by the management. The management estimates the useful lives for the Property, Plant and Equipment as follows:
Company’s estimate of
Assets
useful life (in years)
Intangible Assets
Software and Licenses 6
Other (Transfer of Technology, Technical know-how) 5-10
The Company, based on technical assessment made by technical expert and management estimate, depreciates certain items of
property, plant and equipment over estimated useful lives which are different from the useful life prescribed in Schedule II to the
Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the
period over which the assets are likely to be used. Depreciation methods, useful lives and residual values are reviewed at the end
of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
e. Impairment of Property, Plant and Equipment, the time value of money and the risks specific to the asset.
Intangible assets and Right-of-use assets In determining fair value less costs of disposal, recent
market transactions are taken into account. If no such
The Company assesses, at each reporting date, whether transactions can be identified, an appropriate valuation
there is an indication that an asset may be impaired. If model is used. These calculations are corroborated by
any indication exists, or when annual impairment testing valuation multiples, quoted share prices for publicly
for an asset is required, the Company estimates the asset’s traded companies or other available fair value indicators.
recoverable amount. An asset’s recoverable amount is
the higher of an asset’s or cash-generating unit’s (CGU) The Company bases its impairment calculation on detailed
fair value less costs of disposal and its value in use. The budgets and forecast calculations, which are prepared
recoverable amount is determined for an individual asset, separately for each of the Company’s CGUs to which the
unless the asset does not generate cash inflows that are individual assets are allocated. These budgets and forecast
largely independent of those from other assets or groups calculations generally cover a period of five years. For
of assets. When the carrying amount of an asset or CGU longer periods, a long-term growth rate is calculated and
exceeds its recoverable amount, the asset is considered applied to project future cash flows after the fifth year.
impaired and is written down to its recoverable amount. To estimate cash flow projections beyond periods covered
by the most recent budgets/forecasts, the Company
In assessing value in use, the estimated future cash flows extrapolates cash flow projections in the budget using
are discounted to their present value using a pre-tax a steady or declining growth rate for subsequent years,
discount rate that reflects current market assessments of unless an increasing rate can be justified. In any case,
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Solar Industries India Limited / Annual Report 2022-23
this growth rate does not exceed the long-term average i. Right-of-use assets:
growth rate for the products, industries, or country or
countries in which the Company operates, or for the The Company recognises right-of-use assets at the
market in which the asset is used. commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use
Impairment losses of continuing operations, including assets are measured at cost, less any accumulated
impairment on inventories, are recognised in the depreciation and impairment losses, and adjusted
statement of profit and loss, except for properties for any remeasurement of lease liabilities. The cost
previously revalued with the revaluation surplus taken of right-of-use assets includes the amount of lease
to other comprehensive income. For such properties, the liabilities recognised, initial direct costs incurred, and
impairment is recognised in other comprehensive income lease payments made at or before the commencement
up to the amount of any previous revaluation surplus. date less any lease incentives received. Right-of-use
assets are depreciated on a straight-line basis over
For assets, an assessment is made at each reporting the shorter of the lease term and the estimated useful
date to determine whether there is an indication that lives of the assets, as follows:
previously recognised impairment losses no longer exist
or have decreased. If such indication exists, the Company • Office Building 2 to 10 years
estimates the asset’s or CGU’s recoverable amount. A • Leasehold Land 30 to 99 years
previously recognised impairment loss is reversed only
if there has been a change in the assumptions used to If ownership of the leased asset transfers to the
determine the asset’s recoverable amount since the last Company at the end of the lease term or the
impairment loss was recognised. The reversal is limited cost reflects the exercise of a purchase option,
so that the carrying amount of the asset does not exceed depreciation is calculated using the estimated useful
its recoverable amount, nor exceed the carrying amount life of the asset.
that would have been determined, net of depreciation,
The right-of-use assets are also subject to impairment.
had no impairment loss been recognised for the asset in
Refer to the accounting policies in section (e)
prior years. Such reversal is recognised in the statement
Impairment of Property, Plant and Equipment,
of profit and loss unless the asset is carried at a revalued
Intangible assets and Right-of-use Assets’.
amount, in which case, the reversal is treated as a
revaluation increase. The Company’s lease arrangements do not contain an
obligation to dismantle and remove the underlying
f. Borrowing costs
asset, restore the site on which it is located or restore
Borrowing costs that are directly attributable to the underlying asset to a specified condition.
acquisition, construction or production of an asset which
ii. Lease Liabilities:
necessarily take a substantial period of time to get ready
for their intended use are capitalised as part of the cost At the commencement date of the lease, the Company
of that asset. All other borrowing costs are recognised recognises lease liabilities measured at the present
as an expense in the period in which they are incurred. value of lease payments to be made over the lease
Borrowing costs consist of interest and other costs that an term. The lease payments include fixed payments
entity incurs in connection with the borrowing of funds (including in substance fixed payments) less any lease
Borrowing cost also includes exchange differences to the incentives receivable, variable lease payments that
extent regarded as an adjustment to the borrowing costs. depend on an index or a rate, and amounts expected
to be paid under residual value guarantees.
g. Leases
In calculating the present value of lease payments,
The Company assesses at contract inception whether a
the Company uses its incremental borrowing rate at
contract is, or contains, a lease. That is, if the contract
the lease commencement date because the interest
conveys the right to control the use of an identified asset
rate implicit in the lease is not readily determinable.
for a period of time in exchange for consideration.
After the commencement date, the amount of lease
Company as a Lessee: liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made.
The Company applies a single recognition and In addition, the carrying amount of lease liabilities
measurement approach for all leases, except for short- is remeasured if there is a modification, a change in
term leases. The Company recognises lease liabilities to the lease term, a change in the lease payments (e.g.,
make lease payments and right-of-use assets representing changes to future payments resulting from a change
the right to use the underlying assets. in an index or rate used to determine such lease
payments).
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
iii. Short-term leases and leases of low-value assets A.1 Amortized cost:
The Company applies the short-term lease Assets that are held for collection of
recognition exemption to its short-term leases of contractual cash flows where those
vehicles, and office buildings (i.e., those leases that cash flows represent solely payments of
have a lease term of 12 months or less from the principal and interest are measured at
commencement date and do not contain a purchase amortized cost. Interest income from these
option). It also applies the lease of low-value assets financial assets is included in other income
recognition exemption to leases of office equipment using effective interest rate method.
that are considered to be low value. Lease payments
on short-term leases and leases of low-value assets A.2 Fair value through profit and loss:
are recognised as expense on a straight-line basis
Assets that do not meet the criteria of
over the lease term.
amortized cost are measured at fair value
h. Investments in subsidiaries and associates through profit and loss. Interest income
from these financial assets is included in
Investments in subsidiaries and associates are recognized other income.
at cost, less impairment loss (if any) as per Ind AS 27 –
Separate Financial Statements. Investments are reviewed B. Equity instruments
for impairment if events or changes in circumstances
B.1 Fair value through OCI:
indicate that the carrying amount may not be recoverable.
Upon initial recognition, the Company
i. Financial instruments
can elect to classify irrevocably its
A financial instrument is any contract that gives rise to equity investments as equity instruments
a financial asset of one entity and a financial liability or designated at fair value through OCI
equity instrument of another entity. when they meet the definition of equity
under Ind AS 32 Financial Instruments:
1. Financial assets Presentation and are not held for trading.
The classification is determined on an
Classification instrument-by-instrument basis.
Financial assets are classified, at initial recognition in Gains and losses on these financial assets
the following categories: are never recycled to profit or loss.
Dividends are recognised as other income
• as subsequently measured at fair value (either
in the statement of profit and loss when
through other comprehensive income, or
the right of payment has been established,
through the Statement of Profit and Loss), and
except when the Company benefits from
• measured at amortized cost such proceeds as a recovery of part of
the cost of the financial asset, in which
The classification of financial assets at initial case, such gains are recorded in OCI.
recognition depends on the financial asset’s Equity instruments designated at fair value
contractual cash flow characteristics and the through OCI are not subject to impairment
Company’s business model for managing them. assessment.
At initial recognition, the Company measures a Financial assets at fair value through profit
financial asset at its fair value. Transaction costs or loss are carried in the balance sheet at
of financial assets carried at fair value through the fair value with net changes in fair value
profit and loss are expensed in the statement of profit recognised in the statement of profit and loss.
and loss.
This category includes derivative
A. Debt instruments instruments and listed equity investments
which the Company had not irrevocably
Subsequent measurement of debt instruments
elected to classify at fair value through OCI.
depends on the Company’s business model
Dividends on listed equity investments are
for managing the asset and the cash flow
recognised in the statement of profit and
characteristics of the asset. The Company classifies
loss when the right of payment has been
its debt instruments into following categories:
established
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Solar Industries India Limited / Annual Report 2022-23
C. De-recognition Measurement
A financial asset (or, where applicable, a part A. Financial liabilities at amortized cost
of a financial asset or part of a group of similar
financial assets) is primarily derecognised (i.e. Financial liabilities at amortized cost
removed from the Company’s balance sheet) represented by borrowings, trade and other
when: payables are initially recognized at fair value,
and subsequently carried at amortized cost.
• The rights to receive cash flows from the
asset have expired, or B. Financial liabilities at fair value through
profit and loss
• The Company has transferred its rights
to receive cash flows from the asset Financial liabilities at fair value through profit
or has assumed an obligation to pay and loss are measured at fair value with all
the received cash flows in full without changes recognized in the statement of profit
material delay to a third party under a and loss.
‘pass-through’ arrangement; and either (a)
C. Financial guarantee contracts
the Company has transferred substantially
all the risks and rewards of the asset, or Financial guarantee contracts issued by the
(b) the Company has neither transferred Company are those contracts that require a
nor retained substantially all the risks and payment to be made to reimburse the holder
rewards of the asset, but has transferred for a loss it incurs because the specified
control of the asset. debtor fails to make a payment when due in
accordance with the terms of a debt instrument.
When the Company has transferred its rights to
Financial guarantee contracts are recognised
receive cash flows from an asset or has entered
initially as a liability at fair value, adjusted for
into a pass-through arrangement, it evaluates
transaction costs that are directly attributable
if and to what extent it has retained the risks
to the issuance of the guarantee. Subsequently,
and rewards of ownership. When it has neither
the liability is measured at the higher of the
transferred nor retained substantially all of the
amount of loss allowance determined as per
risks and rewards of the asset, nor transferred
impairment requirements of Ind AS 109 and the
control of the asset, the Company continues to
amount recognised less, when appropriate, the
recognise the transferred asset to the extent of
cumulative amount of income recognised in
the Company’s continuing involvement. In that
accordance with the principles of Ind AS 115.
case, the Company also recognises an associated
liability. The transferred asset and the associated 3. Derivative financial instruments and hedge
liability are measured on a basis that reflects the accounting
rights and obligations that the Company has
retained. The Company uses derivative financial instruments,
such as forward currency contracts, foreign currency
Continuing involvement that takes the form option contracts and interest rate swaps, to hedge
of a guarantee over the transferred asset is its foreign currency risks and interest rate risks,
measured at the lower of the original carrying respectively. Such derivative financial instruments are
amount of the asset and the maximum amount initially recognised at fair value on the date on which a
of consideration that the Company could be derivative contract is entered into and are subsequently
required to repay. re-measured at fair value. Derivatives are carried as
financial assets when the fair value is positive and as
2. Financial liabilities
financial liabilities when the fair value is negative.
Classification
Any gains or losses arising from changes in the
The Company classifies its financial liabilities in the fair value of derivatives are taken directly to profit
following measurement categories: or loss, except for the effective portion of cash
flow hedges, which is recognised in OCI and later
• those to be measured subsequently at fair value reclassified to profit or loss when the hedge item
through the statement of profit and loss, and affects profit or loss or treated as basis adjustment
if a hedged forecast transaction subsequently results
• those measured at amortized cost in the recognition of a non-financial asset or non-
financial liability.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
For the purpose of hedge accounting, hedges are of its trade receivables. The provision matrix is
classified as: based on its historically observed default rates
over the expected life of the trade receivables and
• Fair value hedges when hedging the exposure to is adjusted for forward-looking estimates. At every
changes in the fair value of a recognised asset or reporting date, the historical observed default rates
liability or an unrecognized firm commitment. are updated and changes in the forward-looking
estimates are analysed.
• Cash flow hedges when hedging the exposure to
variability in cash flows that is either attributable ECL impairment loss allowance (or reversal) during
to a particular risk associated with a recognised the period is recognized as income/ expense in the
asset or liability or a highly probable forecast statement of profit and loss. This amount is reflected
transaction or the foreign currency risk in an under the head ‘Other expenses’ in the statement of
unrecognized firm commitment. profit and loss.
• Hedges of a net investment in a foreign j. Revenue Recognition
operation.
Revenue from Contract with Customer
At the inception of a hedge relationship, the
Company formally designates and documents the Revenue from contracts with customers is recognised
hedge relationship to which the Company wishes to when control of the goods or services are transferred to
apply hedge accounting and the risk management the customer at an amount that reflects the consideration
objective and strategy for undertaking the hedge. to which the Company expects to be entitled in
exchange for those goods or services. The Company has
The documentation includes the company’s risk generally concluded that it is the principal in its revenue
management objective and strategy for undertaking arrangements, because it typically controls the goods or
hedge, the hedging/ economic relationship, the services before transferring them to the customer.
hedged item or transaction, the nature of the risk
being hedged, hedge ratio and how the entity will The specific recognition criteria described below must
assess the effectiveness of changes in the hedging also be met before revenue is recognized.
instrument’s fair value in offsetting the exposure
to changes in the hedged item’s fair value or cash a. Sale of products:
flows attributable to the hedged risk. Such hedges
Revenue from sale of products is recognised at the
are expected to be highly effective in achieving
point in time when control of the goods is transferred
offsetting changes in fair value or cash flows and are
to the customer, generally on shipment or delivery.
assessed on an ongoing basis to determine that they
The normal credit term is 30-120 days from shipment
have been highly effective throughout the financial
or delivery as the case may be.
reporting periods for which they were designated.
The Company considers whether there are
4. Impairment of financial assets
other promises in the contract that are separate
The Company applies Expected Credit Loss (ECL) model performance obligations to which a portion of the
for measurement and recognition of impairment loss transaction price needs to be allocated.
on financial assets. The Company measures the ECL
In determining the transaction price for the sale
associated with its assets based on historical trend,
of goods or rendering of services, the Company
industry practices and the business environment in
considers the effects of variable consideration and
which the entity operates or any other appropriate
provisional pricing, considering contractually defined
basis. The impairment methodology applied depends
terms of payment and excluding taxes or duties
on whether there has been a significant increase in
collected on behalf of the government.
credit risk.
1. Variable consideration
For trade receivables, the Company follows ‘simplified
approach’ for recognition of impairment loss If the consideration in a contract includes a variable
allowance. The application of simplified approach amount, the Company estimates the amount of
does not require the Company to track changes in consideration to which it will be entitled in exchange
credit risk. Rather, it recognises impairment loss for transferring the goods to the customer. The
allowance based on lifetime ECLs at each reporting variable consideration is estimated at contract
date, right from its initial recognition. As a practical inception and constrained until it is highly probable
expedient, the Company uses a provision matrix to that a significant revenue reversal in the amount
determine impairment loss allowance on portfolio of cumulative revenue recognised will not occur
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when the associated uncertainty with the variable between the transfer of the promised good or service
consideration is subsequently resolved. The volume to the customer and when the customer pays for that
rebates give rise to variable consideration. goods or services will be one year or less.
• Volume rebates and discounts Hence, there is no financing component which needs
to be separated.
The products are often sold with volume
discounts based on aggregate sales over a • Sale of projects:
specific time period, normally 3–12 months.
Revenue from these sales is recognized based Revenue from sale of project is recognised at
on the price specified in the contract, net of the point in time when control of the project
the estimated volume discounts. Accumulated is transferred to the customer, generally on
experience is used to estimate and provide for completion of installation. Revenue from sale
the discounts using either the expected value of projects is measured at the fair value of
method or an assessment of the most likely the consideration received or receivable. The
amount. Revenue is only recognized to the normal credit term is 90 days after installation
extent that it is highly probable that a significant is completed.
reversal will not occur. A contract liability is
• Interest Income:
recognized for expected volume discounts
payable to customers in relation to sales made Interest income is recognized on a time
until the end of the reporting period. The proportion basis considering the carrying
estimated volume discount is revised at each amount and the effective interest rate. Interest
reporting date. income is included under the head ‘Other
income’ in the statement of profit and loss.
• Powder Factor
• Dividend:
The Company estimates provision for powder
factor on revenue from sale of products to Dividend income is recognised when the
certain customers which is generally the Company’s right to receive the dividend is
percentage of blast output achieved at the time established by the reporting date. Dividend
of blasting of the products at the customer‘s income is included under the head ‘Other
site. Powder factor is based on the agreement income’ in the statement of profit and loss.
with customer, volume of output achieved
at the site, which is measured at a later date. Contract balances
Accordingly, the provision is made based on the
Contract assets
likely powder factor to be achieved on current
sales of products, which is reduced from the A contract asset is the right to consideration in
revenue for the period. exchange for goods or services transferred to the
customer. If the Company performs by transferring
• Other deductions:
goods or services to a customer before the
The Company accounts for deduction of customer pays consideration or before payment is
contract amounts wherein certain conditions due, a contract asset is recognised for the earned
are not complied with in accordance with the consideration that is conditional.
arrangement with the customer i.e. mismatch in
Trade receivables
specification of products, failure of the product
to blast at the customer’s site etc. The aforesaid A receivable represents the Company’s right to an
charges are deducted by the customer, and amount of consideration that is unconditional. Refer
are deducted from consideration from sale of to accounting policies of financial assets in note no.
product. 2.2 (i) (1) Financial instruments – initial recognition
and subsequent measurement.
2. Significant financing component
Contract liabilities
In many cases, the Company receives short-term
advances from its customers. Using the practical A contract liability is the obligation to transfer
expedient in Ind AS 115, the Company does not goods or services to a customer for which the
adjust the promised amount of consideration for Company has received consideration (or an amount
the effects of a significant financing component of consideration is due) from the customer. If a
if it expects, at contract inception, that the period customer pays consideration before the Company
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
transfers goods or services to the customer, a (iii) Traded goods: cost includes cost of purchase and
contract liability is recognised when the payment is other costs incurred in bringing the inventories
made or the payment is due (whichever is earlier). to their present location and condition. Cost is
Contract liabilities are recognised as revenue when determined on weighted average basis.
the Company performs under the contract.
Net realisable value is the estimated selling price in
k. Government grants the ordinary course of business, less estimated costs
of completion and the estimated costs necessary to
Government grants are recognized where there is make the sale.
reasonable assurance that the grant will be received, and
all attached conditions will be complied with. Government n. Retirement and other employee benefits
grant received in the form of State Government GST/
Sales Tax subsidy/Reimbursement of Provident Fund has (i) Provident Fund
been considered as revenue grant and the same has been
Provident fund is a defined contribution plan
recognized in the statement of profit and loss under the
covering eligible employees. The Company and the
head ‘Other operating revenues’.
eligible employees make a monthly contribution
l. Foreign currencies Transactions and Translation to the provident fund maintained by the Regional
Provident Fund Commissioner equal to the specified
(i) Functional and presentation currency percentage of the basic salary of the eligible
employees as per the scheme. The contributions to
The financial statements are presented in Indian the provident fund are charged to the statement of
rupee (H), which is also its functional currency. profit and loss for the year when the contributions
are due. The Company has no obligation, other than
(ii) Transactions and balances
the contribution payable to the provident fund.
Transactions in foreign currencies are recognized
(ii) Gratuity
at the prevailing exchange rates on the transaction
dates. Realised gains and losses on settlement of The Company has a defined benefit gratuity plan
foreign currency transactions are recognized in (funded). The Company’s defined benefit gratuity
statement of profit and loss except for exchange plan is a final salary plan for the employees, which
differences on foreign currency borrowings relating requires contributions to be made to a separately
to assets under construction for productive use, administered fund.
which are included in the cost of those assets when
they are regarded as an adjustment to interest costs The gratuity plan is governed by the Payment of
on those foreign currency borrowings. Gratuity Act, 1972. Under the act, employee who has
completed five years of service is entitled to specific
Monetary foreign currency assets and liabilities at benefit. The level of benefits provided depends on the
the year-end are translated at the year-end exchange member’s length of service and salary at retirement
rates and the resultant exchange differences are age. Every employee who has completed at least 5
recognized in the statement of profit and loss. years of service gets a gratuity on departure @ 15
days (minimum) of the last drawn salary for each year
m. Inventories
of service. The fund has the form of a trust and it
Inventories are valued at the lower of cost and net is governed by the Board of Trustees, which consists
realisable value. of an equal number of employer and employee
representatives. The Board of Trustees is responsible
Costs incurred in bringing each product to its present for the administration of the plan assets and for the
location and condition are accounted for as follows: definition of the investment strategy. Under the
gratuity plan, Company makes contribution to Solar
(i) Raw materials: cost includes cost of purchase and
Industries India Limited employee group gratuity
other costs incurred in bringing the inventories
assurance scheme (Post employment benefit plan of
to their present location and condition. Cost is
the Company) (refer note 29). The scheme is funded
determined on weighted average basis.
with an insurance company in the form of qualifying
(ii) Finished goods and work in progress: cost includes insurance policy.
cost of direct materials and labour and a proportion
(iii) Leave encashment
of manufacturing overheads based on the normal
operating capacity but excluding borrowing costs. Accumulated leave, which is expected to be utilized
Cost is determined on weighted average basis. within the next twelve months, is treated as short-
term employee benefit for measurement purposes.
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The Company measures the expected cost of such The carrying amount of deferred tax asset is reviewed at
absences as the additional amount that it expects each reporting date and reduced to the extent that it is
to pay as a result of the unused entitlement that has no longer probable that sufficient taxable profit will be
accumulated at the reporting date. available to allow all or part of the deferred tax asset to
be utilised.
The Company treats accumulated leave expected to
be carried forward beyond twelve months, as long- Deferred tax assets and deferred tax liabilities are offset,
term employee benefit for measurement purposes. if a legally enforceable right exists to set off current tax
Such long-term compensated absences are provided assets against current tax liabilities and the deferred
for based on the actuarial valuation using the tax assets and deferred tax liabilities relate to the same
projected unit credit method at the reporting date. taxable entity and the same taxation authority.
Actuarial gains/losses are immediately taken to the
statement of profit and loss and are not deferred. Deferred tax relating to items recognized outside the
statement of profit and loss is recognized in co-relation to
The Company presents the entire leave encashment the underlying transaction either in other comprehensive
liability as a current liability in the balance sheet, income or directly in equity.
since employee is entitled to avail leave anytime and
hence the company does not have an unconditional Sales/ value added taxes/ GST paid on acquisition of assets
right to defer its settlement for twelve months after or on incurring expenses
the reporting date.
Expenses and assets are recognized net of the amount of
o. Tax Expenses sales/ value added taxes/ GST paid, except:
Tax expense comprises of current tax and deferred income a) When the tax incurred on a purchase of assets
tax. Current income tax is measured at the amount or services is not recoverable from the taxation
expected to be paid to the tax authorities in accordance authority, in which case, the tax paid is recognised as
with the Income Tax Act, 1961 enacted in India and tax part of the cost of acquisition of the asset or as part
laws prevailing in the respective tax jurisdictions where of the expense item, as applicable
the Company operates. The tax rates and tax laws used
b) When receivables and payables are stated with the
to compute the amount are those that are enacted or
amount of tax included
substantively enacted, at the reporting date. Current
income tax relating to items recognised outside profit or The net amount of tax recoverable from, or payable to,
loss is recognised outside profit or loss (either in other the taxation authority is included as part of receivables or
comprehensive income or in equity). Current tax items are payables in the balance sheet.
recognised in correlation to the underlying transaction
either in OCI or directly in equity. Provision for uncertain income tax positions/treatments
are recognised when it is considered probable that there
Deferred income taxes reflect the impact of temporary
will be a future outflow of funds to a taxing authority. This
differences between tax base of assets and liabilities and
requires the application of judgement as to the ultimate
their carrying amounts. Deferred tax is measured based
outcome. Judgements mainly relates to treatment of
on the tax rates and the tax laws enacted or substantively
incentives (e.g. sales tax incentive), expenditure deductible
enacted at the reporting date.
/ disallowances for tax purposes.
Deferred tax liabilities are recognized for all taxable
p. Segment reporting
temporary differences, except deferred tax liability arising
from initial recognition of goodwill or an asset or liability (i) Identification of segment
in a transaction that is not a business combination and,
affects neither accounting nor taxable profit/loss at the Operating segments are reported in the manner
time of transaction. consistent with the internal reporting provided to
the Chief Operating Decision Maker (CODM) of the
Deferred tax assets are recognized for all deductible Company.
temporary differences, and any unused tax losses, except
deferred tax assets arising from initial recognition of (ii) Segment accounting policies
goodwill or an asset or liability in a transaction that is not
a business combination and, affects neither accounting The Board of Directors of the Company have been
nor taxable profit/loss at the time of transaction. Deferred identified as the Chief Operating Decision Maker
tax assets are recognized only to the extent that sufficient (CODM) as defined under Ind AS 108. CODM reviews
future taxable income will be available against which such overall financial information of the Company
deferred tax assets can be realized. together for performance evaluation and allocation
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
of resources and does not review any discrete u. Fair value measurement
information to evaluate performance of any
individual product or geography. The Company measures financial instruments, such as,
derivatives at fair value at each balance sheet date. Fair
q. Earnings per share (EPS) value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction
Basic earnings per share are calculated by dividing the net between market participants at the measurement date.
profit for the year attributable to equity shareholders by The fair value measurement is based on the presumption
the weighted average number of equity shares outstanding that the transaction to sell the asset or transfer the liability
during the year. The weighted average number of equity takes place either:
shares outstanding during the reporting period is adjusted
for events such as bonus issue, bonus element in a rights • In the principal market for the asset or liability, or
issue, share split, and reverse share split (consolidation of
• In the absence of a principal market, in the most
shares), if any occurred during the reporting period, that
advantageous market for the asset or liability
have changed the number of equity shares outstanding,
without a corresponding change in resources. The principal or the most advantageous market must be
For the purpose of calculating diluted earnings per share, accessible by the Company. The fair value of an asset or
the net profit for the year attributable to the equity a liability is measured using the assumptions that market
shareholders and the weighted average number of equity participants would use when pricing the asset or liability,
shares outstanding during the year, are adjusted for the assuming that market participants act in their economic
effects of all dilutive potential equity shares. best interest.
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v. Non-current assets held for sale expenses, assets and liabilities, and the accompanying
disclosures, and the disclosure of contingent liabilities.
The Company classifies non-current assets as held for sale Uncertainty about these assumptions and estimates could
if their carrying amounts will be recovered principally result in outcomes that require a material adjustment to
through a sale rather than through continuing use. the carrying amount of assets or liabilities affected in
Actions required to complete the sale should indicate future periods.
that it is unlikely that significant changes to the sale will
be made or that the decisions to sell will be withdrawn. Estimates and assumptions
Management must be committed to the sale expected
within one year from the date of classification. The key assumptions concerning the future and other
key sources of estimation uncertainty at the reporting
For these purposes, sale transactions include exchanges of date, that have a significant risk of causing a material
non-current assets for other non-current assets when the adjustment to the carrying amounts of assets and
exchange has commercial substance. The criteria for held liabilities within the next financial year, are described
for sale classification is regarded met only when the assets below. The Company based its assumptions and estimates
is available for immediate sale in its present condition, on parameters available when the financial statements
subject only to terms that are usual and customary for were prepared. Existing circumstances and assumptions
sale of such assets, its sale is highly probable; and it will about future developments, however, may change due to
genuinely be sold, not abandoned. The Company treats market changes or circumstances arising that are beyond
sale of the asset to be highly probable when: the control of the Company. Such changes are reflected in
• The appropriate level of management is committed the assumptions when they occur.
to a plan to sell the asset,
Other disclosures relating to the Company’s exposure to
• An active programme to locate a buyer and complete risks and uncertainties includes:
the plan has been initiated (If applicable),
• Capital management Note 28
• The asset is being actively marketed for sale at a price
that is reasonable in relation to its current fair value, • Financial risk management objectives and policies
Note 32
• The sale is expected to qualify for recognition as a
completed sale within one year from the date of • Sensitivity analyses disclosures Notes 32
classification, and
Useful Lives of Property, Plant & Equipment
• Actions required to complete the plan indicate that it
The Company uses its technical expertise along with
is unlikely that significant changes to the plan will be
historical trends for determining the useful life of an asset/
made or that the plan will be withdrawn.
component of an asset which are different from the useful
Non-Current assets held for sale are measured at the life prescribed in Schedule II to the Companies Act, 2013.
lower of their carrying amount and the fair value less The useful lives are reviewed by management periodically
costs to sell. Assets and liabilities classified as held for sale and revised, if appropriate. In case of a revision, the
are presented separately in the balance sheet. unamortized depreciable amount is charged over the
remaining useful life of the assets.
Property, plant and equipment and intangible assets once
classified as held for sale are not depreciated or amortized. Impairment of non-financial assets
w. Exceptional Items
Impairment exists when the carrying value of an asset
When items of income and expense within profit or or cash generating unit exceeds its recoverable amount,
loss from ordinary activities are of such size, nature or which is the higher of its fair value less costs of disposal
incidence that their disclosure is relevant to explain the and its value in use. The fair value less costs of disposal
performance of the Company for the period, the nature calculation is based on available data from binding sales
and amount of such items is disclosed separately under transactions, conducted at arm’s length, for similar assets
the head exceptional item. or observable market prices less incremental costs for
disposing of the asset. The value in use calculation is based
x. Significant accounting estimates and assumptions on a DCF model. The recoverable amount is sensitive to
the discount rate used for the DCF model as well as the
The preparation of the Company’s financial statements expected future cash-inflows and the growth rate used for
requires management to make judgements, estimates and extrapolation purposes.
assumptions that affect the reported amounts of revenues,
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Defined benefit plans (gratuity benefits) making these assumptions and selecting the inputs to the
impairment calculation, based on Company’s past history,
The cost of the defined benefit gratuity plan and the existing market conditions as well as forward looking
present value of the gratuity obligation are determined estimates at the end of each reporting period.
using actuarial valuations. An actuarial valuation involves
making various assumptions that may differ from actual Powder factor deductions
developments in the future. These include the determination
The Company estimate provision for powder factor on
of the discount rate, future salary increases and mortality
sales made to certain customers which is generally the
rates. Due to the complexities involved in the valuation and
percentage of blast output achieved at the time of blasting
its long-term nature, a defined benefit obligation is highly
of the products at the customer ‘site. Powder factor is
sensitive to changes in these assumptions. All assumptions
based on the agreement with customer, volume of output
are reviewed at each reporting date.
achieved at the site, which is measured at a later date.
The parameter most subject to change is the discount rate. Accordingly, the provision is made based on the likely
In determining the appropriate discount rate for plans powder factor to be achieved on current sales which is
operated in India, the management considers the interest reduced from the sales of the period.
rates of government bonds in currencies consistent with
A significant estimate is involved to establish the
the currencies of the post-employment benefit obligation.
percentage of blast output achieved, the settlement of
The mortality rate is based on publicly available mortality which happens in future as per the terms of contract and
tables. Those mortality tables tend to change only at mutual agreement.
interval in response to demographic changes. Future
Receivables under Package Scheme of Incentives
salary increases and gratuity increases are based on
2007 and 2013 (PSI)
expected future inflation rates.
The Company is eligible to claim benefits under Package
Fair value measurement of financial instruments
Scheme of Incentives 2007 and 2013, in the form of State
When the fair values of financial assets and financial Government GST / Sales tax subsidy / reimbursement
liabilities recorded in the balance sheet cannot be of provident fund. The eligibility of the benefits are
measured based on quoted prices in active markets, their subject to the Company confirming terms and conditions
fair value is measured using valuation techniques including mentioned in the eligibility certificate. The Company uses
the DCF model. The inputs to these models are taken from judgement to establish the recoverability and the timings
observable markets where possible, but where this is not of the receipts.
feasible, a degree of judgement is required in establishing
2.3 Changes in accounting policies and disclosures
fair values. Judgements include considerations of inputs
such as liquidity risk, credit risk and volatility. Changes in Application of the following amendments to the existing
assumptions about these factors could affect the reported standards did not have any significant impact on the financial
fair value of financial instruments. statements of the Company:
Recoverability of Trade Receivables (i) Ind AS 16 - Property, Plant and Equipment
Judgements are required in assessing the recoverability (ii) Ind AS 37 - Provisions, Contingent Liabilities and
of overdue trade receivables and determining whether Contingent Assets
a provision against those receivables is required. Factors
considered include the credit rating of the counterparty, (iii) Ind AS 41 - Agriculture
the amount and timing of anticipated future payments
(iv) Ind AS 101 - First- time Adoption of Indian Accounting
and any possible actions that can be taken to mitigate the
Standards
risk of non-payment.
(v) Ind AS 103 - Business Combinations
Impairment of financial assets
(vi) Ind AS 109 - Financial Instruments
The impairment provisions for financial assets depending
on their classification are based on assumptions about The Company has not early adopted any standards,
risk of default, expected cash loss rates, discounting amendments that have been issued but are not yet effective /
rates applied to these forecasted future cash flows, notified.
recent transactions. The Company uses judgement in
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Solar Industries India Limited / Annual Report 2022-23
Office
Furniture
Plant and Equipment
Land Buildings and Vehicles Total
Machinery and
Fixture
Computer
Office
Furniture
Plant and Equipment
Land Buildings and Vehicles Total
Machinery and
Fixture
Computer
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Office
Furniture
Plant and Equipment
Land Buildings and Vehicles Total
Machinery and
Fixture
Computer
Notes:-
1.’1 Gross carrying amount and accumulated depreciation have been regrouped and netted in line with deemed cost exemption opted out by the Company as per Ind AS,
with effect from April 1, 2015 i.e. date of transition to Ind AS for the Company.
2. The above property, plant and equipment are subject to first pari passu charge on the non current loans from banks and second pari passu charge on the working
capital loans, both present and future (refer note 13A).
3.** The Company has discarded certain assets based on the physical verification conducted. During the year ended on March 31, 2023, the loss on such assets is H 2.16
(net) (March 31, 2022: H 1.97) in Building, Furniture & Fixture and Plant & machinery due to wear and tear over a period of time.
4. The amount of borrowing costs capitalised during the year ended March 31, 2023 was H 1.72 (March 31, 2022: H 1.33). The average rate used to determine the
amount of borrowing costs eligible for capitalisation was 7.14 %, which is the effective interest rate of the borrowings made specifically to acquire/ construct the
qualifying asset (refer note 23).
5. Land includes H 10.36 crore located in Chakdoh, Taluka - Katol, and Bazargaon, Taluka - Nagpur (Rural) District – Nagpur pertaining to protected forest land which is
held in the name of Revenue and Forest Department - Government of Maharashtra since 01.01.2020.
To be completed in
CWIP
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
Bulk Project at Badsoda 0.25 - - - 0.25
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Solar Industries India Limited / Annual Report 2022-23
To be completed in
CWIP
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
Bulk Project at Badsoda - 1.17 - - 1.17
Software &
Others 2 Total
License
Year ended March 31, 2022
Gross carrying amount
Opening gross carrying amount April 1, 2021 1 5.41 1.81 7.22
Additions 2.71 1.50 4.21
Gross carrying amount as at March 31, 2022 8.12 3.31 11.43
Accumulated amortisation
Opening accumulated amortisation as at April 1, 2021 1 1.92 0.43 2.35
Amortisation for the year 1.13 0.34 1.47
Accumulated amortisation as at March 31, 2022 3.05 0.77 3.82
Net carrying amount as at March 31, 2022 5.07 2.54 7.61
Year ended March 31, 2023
Gross carrying amount
Opening gross carrying amount as at April 1, 2022 8.12 3.31 11.43
Additions 0.27 - 0.27
Gross carrying amount as at March 31, 2023 8.39 3.31 11.70
Accumulated amortisation
Opening accumulated amortisation as at April 1, 2022 3.05 0.77 3.82
Amortization for the year 1.57 0.58 2.15
Accumulated amortisation as at March 31, 2023 4.62 1.35 5.97
Net carrying amount as at March 31, 2023 3.77 1.96 5.73
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Transfer of
Software &
Technology Total
Licence
(ToT)
Year Ended March 31, 2022
Gross carrying amount
Opening carrying amount as at April 1,2021 0.50 1.79 2.29
Additions 1.00 1.43 2.43
Less:- Capitalisation (1.50) (2.71) (4.21)
Less:- Asset Written off** - (0.38) (0.38)
Closing Carrying amount as at March 31, 2022 - 0.13 0.13
Year Ended March 31, 2023
Gross carrying amount
Opening Carrying Amount as at April 1, 2022 - 0.13 0.13
Additions - 2.51 2.51
Less:- Capitalisation - (0.27) (0.27)
Closing Carrying amount as at March 31, 2023 - 2.37 2.37
Notes:-
1.'1 Gross carrying amount and accumulated amortisation have been regrouped and netted in line with deemed cost exemption opted out by the Company as per Ind AS,
with effect from April 1, 2015 i.e. date of transition to Ind AS for the Company.
2.'2 Others represents Cast Booster Technical know-how for limited period of 5 Years, Transfer of Technology (TOT) by the Defence Research and Development
Organisation (DRDO) to the Company for manufacturing of products for Indian Armed Forces for limited period of 10 years and Transfer of Technology of Multi Role
Precision Kill Systems by Godavari Explosives Limited for a limited period of 5 years.
3.** The Company has discarded an asset based on the technical evaluation. During the year ended on March 31, 2023 , the loss on such assets is H Nil (March 31, 2022:
H 0.38) on software and license.
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Company as Lessee
The Company has lease contracts for Office buildings and Leasehold land. Leases of office building generally have lease terms between 2 and
10 years, while leasehold land generally have lease terms between 30 and 99 years. The Company’s obligations under its leases are secured
by the lessor’s title to the leased assets.
The Company applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for leases.
A. Right-of-use assets
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year :
Office
Leasehold land Total
Buildings
Year ended March 31, 2022
As at April 1, 2021 1.20 0.96 2.16
Additions 0.93 - 0.93
Termination - - -
Depreciation (0.89) (0.04) (0.93)
As at March 31, 2022 1.24 0.92 2.16
Year ended March 31, 2023
As at April 1, 2022 1.24 0.92 2.16
Additions 3.22 - 3.22
Termination - - -
Depreciation (1.01) (0.04) (1.05)
As at March 31, 2023 3.45 0.88 4.33
B. Lease Liabilities
Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings) and the movements
during the year:
The effective interest rate for lease liabilities is 6.60% to 6.86%, with maturity between 2021-2099.
The Company had total cash outflows for leases of H 1.41 in March 31, 2023 (H 1.41 in March 31, 2022).
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Note:-
During the year, the Company has disposed off the freehold land which was previously held for setting up a manufacturing plant.
Note 4. Investments
Non-current investments
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Current investments
Note :- Investment in Skyroot Aerospace Private Limited has been classified as fair value through other comprhensive income as it is a
strategic investment for the Company and is not held for trading purpose. Accordingly fair value gain amounting to Rs. 32.42 Cr has been
accounted in OCI for the year ended March 31, 2023.
Note 5. Loans
Notes:
1. Loans are non derivative financial assets which generate a fixed interest income for the Company. The carrying value may be affected
by changes in the credit risk of the counterparties.
2. No Loans receivable are due from directors or other officers of the Company either severally or jointly with any other person, nor any
loans receivable are due from firms or private companies respectively in which any director is a partner, a director or a member, except
for the balances disclosed in the notes below.
3. Current loans to related parties pertain to funds advanced for working capital purposes. The said loans are repayable as per repayment
schedule and carry an interest at the rate of 7% - 9% per annum. Whereas non current loans to related parties pertain to funds
advanced for business purpose. The said loans are repayable as per the repayment schedule but the management does not intend to
recover the same in next year, these loans carry an interest at the rate of 7% - 9% per annum.
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Note:
Derivative instruments at fair value through profit or loss reflect the positive change in fair value of those foreign exchange option/ forward
contracts that are not designated in hedge relationship, but are, nevertheless, intended to reduce the level of foreign currency risk for foreign
currency borrowing and trade payables.
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Notes :-
1. No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person, nor
any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
2. Trade receivables are non-interest bearing and are generally on terms of 0 to 180 days.
3. There are no "unbilled" trade receivables, hence the same are not disclosed in the ageing schedule.
Set out below is the movement in the allowance for expected credit losses of trade receivables :
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Note:-
Value of inventories above is stated after provision of H 1.66 (previous year H 4.01) for write down to net realisable value and provision for
old / slow moving and obsolete items.
Issued, Subscribed and fully paid equity share capital 9,04,90,055 9,04,90,055 18.10 18.10
(face value H 2 each)
9,04,90,055 9,04,90,055 18.10 18.10
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Number of
Amount
Shares
As at March 31, 2021 9,04,90,055 18.10
As at March 31, 2022 9,04,90,055 18.10
As at March 31, 2023 9,04,90,055 18.10
The Company has only one class of equity shares having a par value of H 2 per share. Each holder of equity shares is entitled to one vote
per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the
approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(c) Equity shares held by ultimate holding/ holding company and/ or their subsidiaries/ associates
The Company being ultimate holding company, there are no shares held by any other holding, ultimate holding company and their
subsidiaries/ associates.
(d) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the Company
Note:-
As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents the legal ownership of shares.
(e) Details of Shares held by promoters :-
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Securities premium1
Capital reserve2
General reserve3
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Retained earnings5
As at April 1, 2021 -
Movement for the year 2021-22 -
As at March 31, 2022 -
Movement for the year 2022-23 24.87
As at March 31, 2023 24.87
1. Securities premium
Securities premium is used to record the premium on issue of shares. This reserve can be utilised only for limited purposes such as
issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
2. Capital reserve
The Company recognizes profit or loss on purchase, sale, issue or cancellation of the Company's own equity instruments to capital reserve.
3. General reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified
percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a
given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the
total distributable results for that year. Consequent to introduction of the Companies Act 2013, the requirement to mandatorily transfer
a specified percentage of the net profit to general reserve has been withdrawn. The amount transferred to the general reserve can be
utilised only in accordance with the specific requirements of the Companies Act, 2013.
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The Company uses hedging instruments as part of its management of foreign currency risk and interest rate risk associated with
borrowings. For hedging foreign currency and interest rate risk, the Company uses foreign currency forward contracts, foreign currency
option contracts and interest rate swaps. To the extent these hedges are effective, the change in fair value of the hedging instrument
is recognised in the cash flow hedging reserve. Amounts recognised in the cash flow hedged reserve is reclassified to the statement of
profit and loss when the hedged item affects the statement of profit and loss (e.g. interest payments).
5. Retained Earnings
Retained earnings are the profits that the Company has earned till date, less transfers to General Reserve and payment of dividend.
The Company has classified certain non-current investments as fair value through other comprehensive income as it is a strategic investmnent
and is not held for trading purpose. The cumulative amount is classified to retained earnings when the investment is disposed off.
Financial liabilities
Note 12. Non-current Borrowings
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Notes:-
1. Quarterly returns or statements of current assets filed with banks are in agreement with the books of account of the Company.
2. The Indian rupee working capital loan from Bank carries interest rate from 6.92% to 7.80%
^The Indian rupee long term loan from bank is linked to 3 month T bill rate with a spread of 164 bps.
&
The Indian rupee long term loan from bank is linked to Repo rate with a spread of 140 bps.
*NCD have been issued at fixed rate of 8.20% p.a.
Security
The above non current loans from banks are secured by first pari passu charge on the property, plant and equipments, both present and
future, and second pari passu charge on the Company's current assets, both present and future. Working capital loans have first Pari Passu
charge on the Company's entire current assets, both present and future, and second pari passu charge on the Company's property, plant and
equipments, both present and future as per security document.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Bank loan contains certain debt covenants relating to Total outside liabilities, tangible net worth, current ratio and debt service coverage
ratio (DSCR). The Company has satisfied all debt covenants prescribed in the terms of bank loans.
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2023 and March 31, 2022 :
Deferred tax
Balance sheet
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The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax
liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
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Notes :-
1. *Trade payables are non-interest bearing and are normally settled within 0 to 60-days term.
2. For trade payables due to Micro and Small enterprises, refer note 37.
3. For terms and conditions with related parties, refer note 29B.
4. For explanations on the Company's credit risk management processes, refer note 32.
5. #Acceptances represents credit availed by the Company from banks for payment to suppliers for raw materials purchased by the Company. The arrangements are
generally interest-bearing and are payable within six months to one year.
6. There are no "unbilled" trade payables, hence the same are not disclosed in the ageing schedule.
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The Company collects GST on behalf of the Government, hence GST is not included in revenue from operations.
*Includes accrual of income under Package Scheme of Incentives of H 60.41 (previous year H 74.57).
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Post-employment obligations
The Company has a defined benefit gratuity plan (funded). The Company's defined benefit gratuity plan is a final salary plan for the
employees, which requires contributions to be made to a separately administered fund.
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is
entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age. Every
employee who has completed at least 5 years of service gets a gratuity on departure @ 15 days (minimum) of the last drawn salary for
each year of service. The fund has the form of a trust and it is governed by the Board of Trustees, which consists of an equal number of
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The following tables summarized the components of net benefit expense recognized in the statement of profit and loss, other comprehensive
income, and the funded status and amount recognized in the balance sheet.
The amounts recognized in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The estimates of future salary increases in actuarial valuation taking into consideration inflation, seniority, promotion and other relevant
factors such as supply and demand in employment market.
The overall expected rate of return on assets is determined based on the interest rate prevailing in the market on that date, applicable to the
period over which the obligation is to be settled.
The expected contribution for defined benefit plan for the next finanacial year will be in line with financial year 2022-23.
Sensitivity Analysis
Following table shows the sensitivity results on liability due to change in the assumptions:
Impact
March 31, 2023 Impact (%)
(Absolute)
Base Liability 12.77
Increase Discount Rate by 0.50% 12.47 (0.30) -2.37%
Decrease Discount Rate by 0.50% 13.09 0.32 2.49%
Increase Salary Inflation by 1.00% 13.40 0.64 4.98%
Decrease Salary Inflation by 1.00% 12.18 (0.59) -4.60%
Increase in Withdrawal Assumption by 5.00% 12.56 (0.21) -1.65%
Decrease in Withdrawal Assumption by 5.00% 13.05 0.28 2.17%
Notes :
1. Liabilities are very sensitive to discount rate, salary inflation and withdrawal rate.
2. Liabilities are very less sensitive due to change in mortality assumptions. Hence, sensitivities due to change in mortality are ignored.
3. The base liability is calculated at discount rate of 7.36% per annum and salary inflation rate of 8.00% per annum for all future years.
Capital Commitments
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Contingent liabilities
Note a.
The Company is contesting the demands and the management, including its tax/legal advisors, believe that its position will likely be upheld in
the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. Cash outflows for the above
are determinable only on receipt of judgements pending at various forums/authorities.
Note b.
The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received
Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come
into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code
when it comes into effect and will record any related impact in the period the Code becomes effective.
Sr. Country of
Name of related party and relationship
No. Incorporation
A Subsidiaries :-
I Direct Subsidiaries (where control exists)
1 Economic Explosives Limited India
2 Emul Tek Private Limited India
3 Solar Defence Limited (Note - i) India
4 Solar Defence Systems Limited (Note - i) India
5 Solar Avionics Limited (Note - i) India
6 Solar Explochem Limited (Note iii) India
7 Solar Overseas Mauritius Limited Mauritius
II Indirect Subsidiaries (where control exists)
i) Subsidiaries of Solar Overseas Mauritius Limited, Mauritius
Solar Overseas Singapore Pte Limited Singapore
Solar Overseas Netherlands Cooperative U.A Netherlands
Solar Industries Africa Limited Mauritius
Solar Nitro Zimbabwe (Private) Limited (Note - i ) Zimbabwe
Solar Venture Company Limited (Formerly known as Laghe Venture Company Limited) Tanzania
ii) Subsidiaries of Solar Singapore Pte Ltd, Singapore
Solar Mining Services Pty Limited Australia
Solar Mining Services Cote d’Ivoire Limited SARL (Note -i) Ivory Coast
Solar Mining Services Albania Albania
Solar Nitro SARL (Note i and iv) Ivory Coast
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Sr. Country of
Name of related party and relationship
No. Incorporation
iii) Subsidiaries of Solar Industries Africa Limited, Mauritius
Solar Nitro Chemicals Limited (Note - i) Tanzania
Solar Mining Services Burkina Faso SARL (Note -i) Burkina Faso
iv) Subsidiaries of Solar Overseas Netherlands Co U.A., Netherlands
Solar Mining Services Pty Limited South Africa
Nigachem Nigeria Limited Nigeria
Solar Overseas Netherlands B.V. Netherlands
Solar Explochem Zambia Limited Zambia
v) Subsidiaries of Solar Overseas Netherlands B.V. , Netherlands
Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi Turkey
P.T. Solar Mining Services (Note - i) Indonesia
Solar Nitro Ghana Limited Ghana
Solar Madencilik Hizmetleri Anonim Sirketi Turkey
PATSAN Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi (Note - ii) Turkey
Shri Satyanarayan Nuwal (Ceased to be Executive Director (KMP) w.e.f., May 04 2022 and currently designated as Non Executive
Chairman of the Company)
Shri Anil Kumar Jain (Executive Director ceased to be a Director w.e.f August 21, 2021)
Shri Nilesh Panpaliya (Chief Financial Officer) (Resigned from the position of Chief Financial Officer (CFO) and Key Managerial
Personnel (KMP) of the Company w.e.f. May 14, 2021)
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Shri Sunil Srivastav (Ceased to be a Non-Executive Independent Director w.e.f.January 13, 2022)
Shri Natrajan Ramakrishnan (Appointed as an Non-Executive Independent Director w.e.f. October 19, 2022)
Shri Jagdish Belwal (Appointed as an Non-Executive Independent Director w.e.f. December 5, 2022)
Shri Dilip Patel (Ceased to be a Non-Executive Independent Director w.e.f. October 19, 2022)
Shri Ajai Nigam (Ceased to be a Non-Executive Independent Director w.e.f. March 3, 2023)
Shri Sanjay Sinha (resolution of his appointment, could not passed in 27th Annual General Meeting)
** Non Executive Independent Directors were only paid sitting fees for attending Board & Board Committee meetings for the year 2022-23.
The Company has not entered into any other transactions with its Non Executive Independent Directors or the enterprises over which they have significant influence.
IV Entities where Directors/ Close family members of Directors having control/significant influence (with whom
transactions have taken place)
Solar Synthetics Private Limited
V Associates
ZMotion Autonomous Private Limited
Refer note 27 for information on transactions with post employment benefit plan mentioned above
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash (except of Rs. 4.52 with Nigachem
Nigeria Limited relating to March 31, 2022). There have been no guarantees provided or received for any related party receivables or
payables. Assessment is undertaken each financial year through examining the financial position of the related party and the market in
which the related party operates.
* Amount is less than H 0.01 as at March 31, 2023 and March 31, 2022
**This aforesaid amount does not includes amount in respect of gratuity and leave since the actuarial valuation has been taken for the Company as a whole and
individual amounts are not determinable.
*** The aforesaid amounts are inclusive of reimbursement made to KMP's
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Note : Balance of guarantees outstanding as at the end of the year in foreign curreny have been converted at the prevailing rate of
exchange as at the year end.
F. Mr. Kailash Chandra Nuwal, Executive Director and Vice Chairman of the Company has vacated office of Director with effect
from November 7, 2019 on account of failure to make disclosures of his shareholding and directorship in AG Technologies Private
Limited in the correct / complete format, either on the date of becoming a director thereof or facilitating, without the prior approval
of the Audit Committee, a Rent Agreement between the Company and AG Technologies Private Limited, which was related party.
Based on legal opinions obtained, the Company has concluded that the aforesaid act was a violation of section 184(1) and
184(2) of the Companies Act, 2013, Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the ‘Policy on Related Party Transactions of the Company’. The Company has intimated the
Stock exchanges and filed necessary documents with the Registrar of Companies intimating vacation of office by the said Director.
The audit committee during its meeting held on July 31, 2020 noted that the said transaction was not pre-approved by the audit committee.
Hon’ble NCLT, Mumbai Bench had allowed two prayers of the Shri Kailashchandra Nuwal. The Company had challenged the same
before the Hon’ble NCLAT, Delhi Bench, wherein interim order was passed on February 25, 2021 staying the operations of the order
passed by Hon’ble NCLT on February 9, 2021. On December 14, 2021, the Hon'ble NCLAT Delhi had dismissed the appeal. The Company
challenged the order before the Supreme Court of India by filling an Appeal, in which by way of interim order dated January 10, 2022,
Hon'ble Supreme Court has stayed the operation of the impugned orders passed by the Hon’ble NCLT and the Hon’ble NCLAT.
* Amount is less than H 0.01 as at March 31, 2023 and March 31, 2022.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The Company has identified 'Explosives and its accessories', as its only primary reportable segment. The Board of Directors of the Company
have been identified as the Chief Operating Decision Maker (CODM) as defined under Ind AS 108. CODM reviews overall financial information
of the Company together for performance evaluation and allocation of resources and does not review any discrete information to evaluate
performance of any individual product or geography.
In accordance with paragraph 4 of Ind AS 108 "Operating Segments" the Company has presented segment, information only in the
Consolidated financial statements.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
The Company has established the following fair value hierarchy that categorises the values into 3 levels. The inputs to valuation techniques
used to measure fair value of financial instruments are:
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which
maximize the use of observable market data and rely as little as possible on Company specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
The following methods and assumptions were used to estimate the fair values:
1. The Company has not disclosed the fair values of financial instruments such as cash and cash equivalents, bank balances, other than
cash and cash equivalents, trade receivables, other financial assets (except derivatives), trade payables and other financial liabilities
(except derivatives) because their carrying amounts are a reasonable approximation of fair value. Further, for financial assets, the
Company has taken into consideration the allowances for expected credit losses and adjusted the carrying values where applicable.
2. The fair values of the quoted investments/ units of mutual fund schemes are based on market price/ net asset value at the reporting date.
3. The Company holds derivative financial instruments to mitigate the risk of changes in exchange rates on foreign currency exposures and
changes in interest rates. The counterparty for these contracts is generally a bank or a financial institution. These derivative financial
instruments are valued based on inputs that are directly or indirectly observable in the marketplace. The valuation techniques used to
value these derivatives include forward pricing, Option contracts and swap models, using present value calculations. These derivatives
are marked to market as on the valuation date. The changes in counterparty credit risk had no material effect on the hedge effectiveness
assessment for derivatives designated in hedge relationships and other financial instruments recognised at fair value.
4. The fair values for loans given are calculated based on discounted cash flows using current lending rates and individual credit worthiness
of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair
value of such instruments are not materially different from their carrying values.
5. Fair values of the Company's interest-bearing borrowings are determined by using discounted cash flow method using the current
borrowing rates. Fair value of such instruments are not materially different from their carrying values. The own non-performance risk
as at March 31, 2023 was assessed to be insignificant.
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The carrying value and fair value of financial instruments by categories including the quantitative disclosures of fair value measurement
hierarchy as at March 31, 2023 is as follows:
Financial Liabilities
Amortised cost
Borrowings
Non-current 182.47 12 - - -
Current 238.45 13 - - -
Trade payables (including Acceptances) 393.91 15 - - -
Lease liabilities 3.52 3C - - -
Other financial liabilities (except derivatives) 38.27 16 - - -
Derivative Instruments not designated as hedge 0.18 16 - 0.18 -
There have been no transfers among Level 1, Level 2 and Level 3 during the current year.
The carrying value and fair value of financial instruments by categories including the quantitative disclosures of fair value measurement
hierarchy as at March 31, 2022 is as follows:
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Financial Liabilities
Amortised cost
Borrowings
Non-current 118.56 12 - - -
Current 36.09 13 - - -
Trade payables (including Acceptances) 335.35 15 - - -
Lease liabilities 1.33 3C - - -
Other financial liabilities (except derivatives) 33.93 16 - - -
There have been no transfers among Level 1, Level 2 and Level 3 during the current and previous year.
Note 32. Financial risk management objectives and policies
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial
guarantee contracts. The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees
to support its operations. The Company's principal financial assets include loans, trade and other receivables, and cash and cash
equivalents that derive directly from its operations. The Company also holds FVTPL investments and enters into derivative transactions.
It has an integrated financial risk management system which proactively identifies monitors and takes precautionary and mitigation measures
in respect of various identified risks.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of
these risks, which evaluates and exercises independent control over the entire process of financial risks. All derivative activities for risk
management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s
policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for
managing each of these risks, which are summarised below.
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Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial
instruments affected by market risk include loans and borrowings, deposits, FVTPL investments and derivative financial instruments.
Market risk is attributable to all market risk sensitive financial instruments. The finance department undertakes management of cash
resources, hedging strategies for foreign currency exposures, borrowing mechanism and ensuring compliance with market risk limits.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt
obligations with floating interest rates.
The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The Company
borrows funds from domestic and international markets to meet its long-term and short-term funding requirements. It is subject to risks
arising from fluctuations in interest rates. To manage this, the Company enters into interest rate swaps, in which it agrees to exchange, at
specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional
principal amount.
0.5% changes in interest rate will increase/ decrease the borrowing cost by H 1.39 Cr (Pre-tax).
0.5% changes in LIBOR will increase/ decrease the borrowing cost by H Nil.
The Company has investment in Bank Deposits and hence is exposed to interest rate sensitivity. 0.5% changes in interest rate will increase/
decrease interest income by H 0.02.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange
rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities and
the Company’s net investments in foreign subsidiaries.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms
of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the
transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.
The Company hedges its exposure to fluctuations on the translation into INR of its foreign operations by holding net borrowings in foreign
currencies and by using foreign currency swaps.In order to hedge the foreign currency risk on foreign payables, the Company has taken
foreign exchange forward / call spread contracts, which are as follows.
Nominal value of forward contracts & option contracts that hedge monetary labilities in foreign currencies, and for which no hedge
accounting is applied, are recognised in the Statement of profit and loss.
Name of the instrument Currency March 31, 2023 March 31, 2022
Derivatives not designated as hedge
Forward contract USD 0.94 2.18
Unhedged foreign currency exposure as at the reporting date expressed in INR are as follows :
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The Company’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of
the investment securities. The Company manages the equity price risk through diversification and by placing limits on individual and total
equity instruments. Reports on the equity portfolio are submitted to the Company’s senior management on a regular basis. The Company’s
Board of Directors reviews and approves all equity investment decisions.
The impact of increases/ decreases of the BSE/ NSE index on the Company's equity shares and gain/ loss for the year would be H 0.20 (March
31, 2022: H 0.00*) (Pre-tax). The analysis is based on the assumption that the index has increased by 1% or decreased by 1% with all other
variables held constant, and that all the Company's investments having price risk moved in line with the index.
*Amount is less than H 0.01
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including
deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Company only deals with
parties which has good credit rating/ worthiness given by external rating agencies or based on Company’s internal assessment.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan
with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt
to recover the receivable due. Where recoveries are made, these are recognised as income in the statement of profit and loss.
Cash and cash equivalents and deposits: Balances and deposits with banks are subject to low credit risks due to good credit ratings
assigned to the banks.
Investments: The Company limits its exposure to credit risk by generally investing in liquid securities and counterparties that have a good
credit ratings. The Company does not expect any credit losses from non-performance by these counter parties, and does not have any
significant concentration of exposures to specific industry sectors.
Loans: The Company has given loans to subsidiaries. However there is no counter party risk. (refer note 5)
The Company measures the expected credit loss of trade receivables and loans from individual customers based on historical trend, industry
practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends.
The ageing analysis of the receivables (gross of provisions) has been considered from the date the invoice falls due:
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No significant changes in estimation techniques or assumptions were made during the reporting period.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's
finance department is responsible for liquidity, funding as well as settlement management and then processes related to such risks are
overseen by senior management through rolling forecasts on the basis of expected cash flows.
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date
On Less than 3 to 12 1 to 5
> 5 years Total
demand 3 months months years
March 31, 2023
Borrowings
From Banks (net of interest accrued but not due) - 122.28 57.07 147.47 - 326.82
From related party - 39.10 - - - 39.10
Non Convertible Debenture - 5.00 15.00 35.00 - 55.00
Trade payables (including Acceptances) - 316.86 77.05 - - 393.91
Other financial liabilities (excluding derivatives and lease liabilities) 0.05 25.70 12.52 - - 38.27
Lease liabilities (Gross) - 0.34 0.91 2.76 0.01 4.02
Derivative Instruments - - 0.18 - - 0.18
For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all other equity reserves
attributable to the equity holders. The primary objective of the Company's capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the
financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital
to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net
debt. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents and bank balances.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Note:-
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial
covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial
covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any
interest-bearing loans and borrowing in the current year.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2023 and March 31, 2022.
Note:-
Revenue expenditure incurred on R&D has been included in the respective account heads in the Statement of Profit and Loss.
The Company is engaged in the manufacturing of complete range of industrial explosives, explosive initiating devices and high energy
materials for defence applications.
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an
amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The
Company has generally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services
before transferring them to the customer.
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Solar Industries India Limited / Annual Report 2022-23
c. Contract balances
The timing of revenue recognition, billings and cash collection results in trade receivables, and billings in excess of costs and estimated
earnings on uncompleted contracts (contract liabilities) on the balance sheet as at March 31, 2023.
The company discloses receivables from contracts with customer separately in the balance sheet. To comply with the other disclosures
requirements for contract assets and contract liabilities following information is disclosed.
d. Reconciling the amount of revenue recognised in statement of profit and loss with the contracted price
Remaining unsatisfied performance obligations represent the transaction price for goods and services for which the Company has a
material right but work has not been performed. Transaction price of the order backlog includes the base transaction price, variable
consideration and changes in transaction price. The transaction price of order backlog related to unfilled, confirmed customer orders is
estimated at each reporting date. As of March 31, 2023, the aggregate amount of the transaction price allocated to order backlog was
H 2,201.56 The Company expects to recognise revenue within two years.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Note 37. Details of dues to micro and small enterprises as defined under the Micro, Small and Medium Enterprises
Development (MSMED) Act, 2006:
The amount of further interest remaining due and payable even in the succeeding years, - -
until such date when the interest dues as above are actually paid to the small enterprise
for the purpose of disallowance as a deductible expenditure under section 23 of the
MSMED Act, 2006
Note : Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information
collected by management. This has been relied upon by the auditors.
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Solar Industries India Limited / Annual Report 2022-23
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding
any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company have not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company
(Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other
relevant provisions of the Income Tax Act, 1961)
(viii) The Company has not been declared as Wilful defaulter by any Banks, Financial institution or Other lenders.
Note 39. The financial statements were approved for issue by the Board of Directors on May 03, 2023
per C.N. Rathi per Pramod Kumar Bapna Manish Nuwal Milind Deshmukh
Partner Partner Managing Director & Executive Director
Membership No.- 39895 Membership No.- - 105497 CEO
DIN: 00164388 DIN: 09256690
Khushboo Pasari
Company Secretary
Membership No.- F7347
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Report on the Audit of the Consolidated Financial Standards are further described in the ‘Auditor’s Responsibilities
Statements for the Audit of the Consolidated Financial Statements’ section of
our report. We are independent of the Group, associate, jointly
Opinion controlled entity in accordance with the ‘Code of Ethics’ issued
by the Institute of Chartered Accountants of India together with
We have audited the accompanying consolidated financial
the ethical requirements that are relevant to our audit of the
statements of Solar Industries India Limited (hereinafter referred to
financial statements under the provisions of the Act and the Rules
as “the Holding Company”), its subsidiaries (the Holding Company
thereunder, and we have fulfilled our other ethical responsibilities
and its subsidiaries together referred to as “the Group”) its associate
in accordance with these requirements and the Code of Ethics.
and a jointly controlled entity comprising of the consolidated Balance
We believe that the audit evidence we have obtained is sufficient
sheet as at March 31 2023, the consolidated Statement of Profit
and appropriate to provide a basis for our audit opinion on the
and Loss, including other comprehensive income, the consolidated
consolidated financial statements.
Cash Flow Statement and the consolidated Statement of Changes
in Equity for the year then ended, and notes to the consolidated Key Audit Matters
financial statements, including a summary of significant accounting
policies and other explanatory information (hereinafter referred to Key audit matters are those matters that, in our professional
as “the consolidated financial statements”). judgment, were of most significance in our audit of the consolidated
financial statements for the financial year ended March 31, 2023.
In our opinion and to the best of our information and according These matters were addressed in the context of our audit of the
to the explanations given to us and based on the consideration consolidated financial statements as a whole, and in forming our
of reports of other auditors on separate financial statements and opinion thereon, and we do not provide a separate opinion on these
on the other financial information of the subsidiaries, associate matters. For each matter below, our description of how our audit
and jointly controlled entity, the aforesaid consolidated financial addressed the matter is provided in that context.
statements give the information required by the Companies Act,
2013, as amended (“the Act”) in the manner so required and give We have determined the matters described below to be the key
a true and fair view in conformity with the accounting principles audit matters to be communicated in our report. We have fulfilled
generally accepted in India, of the consolidated state of affairs of the responsibilities described in the Auditor’s responsibilities for
the Group, its associate and jointly controlled entity as at March the audit of the consolidated financial statements section of our
31, 2023, their consolidated profit including other comprehensive report, including in relation to these matters. Accordingly, our
income, their consolidated cash flows and the consolidated audit included the performance of procedures designed to respond
statement of changes in equity for the year ended on that date. to our assessment of the risks of material misstatement of the
consolidated financial statements. The results of audit procedures
Basis for Opinion performed by us and by other auditors of components not audited
by us, as reported by them in their audit reports furnished to us by
We conducted our audit of the consolidated financial statements
the management, including those procedures performed to address
in accordance with the Standards on Auditing (SAs), as specified
the matters below, provide the basis for our audit opinion on the
under section 143(10) of the Act. Our responsibilities under those
accompanying consolidated financial statements.
Key audit matters How our audit addressed the key audit matter
Revenue Recognition (as described in note 2.2(j) of the consolidated financial statements)
Revenue from sale of goods is recognized as outlined in Our audit procedures included, amongst others the following:
note 20 of the consolidated financial statements.
• Evaluated the Holding Company’s accounting policies pertaining to revenue
The Holding Company estimates the provision for recognition and assessed compliance with those policies in terms of Ind AS
powder factor on sales made to certain customers which 115 (Revenue from contract with customers).
is generally the percentage of blast output achieved at
the time of blasting of the products at the customer’s site. • Assessed and tested the design and operating effectiveness of the Holding
Powder factor is based on the agreement with customer, Company’s internal financial controls over the estimation of powder factor
volume of output achieved at the site, which is measured provision. We obtained an understanding of the key controls management
at a later date. Accordingly, the provision is made based has in place to monitor the powder factor provision.
on the likely powder factor to be achieved on current
sales which is reduced from the sales for the period.
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Solar Industries India Limited / Annual Report 2022-23
Key audit matters How our audit addressed the key audit matter
As at March 31, 2023, the Holding Company is carrying a • Read the agreement with customers for validating terms relating
powder factor provision of Rs. 38.81 crore. to powder factor.
This is a key audit matter as significant estimate is • Assessed the key management assumptions/ judgement relating to
involved to establish the percentage of blast output various parameters for measuring / estimating the amount of such powder
achieved, the settlement of which happens in future as factor provisions.
per the terms of contract and mutual agreement.
• We tested on sample basis, the accuracy of the underlying data used for
computation of powder factor provisions and verified the arithmetical
accuracy of powder factor provision.
• Evaluated the historical trend against the actual powder factor deduction.
• Assessed and read the disclosures made by the company in the consolidated
financial statements.
Carrying value of trade receivables (as described in note 2.2 (i)(4) of the consolidated financial statements)
As at March 31, 2023, trade receivables constitutes Our audit procedures included, amongst others the following:
approximately 16% of total assets of the Group. The
Holding Company is required to regularly assess the • Evaluated the Holding Company’s accounting policies pertaining to
recoverability of its trade receivables. impairment of financial assets and assessed compliance with those policies
in terms of Ind AS 109 (Financial Instruments).
The Holding Company applies Expected Credit Loss (ECL)
model for measurement and recognition of impairment • Assessed and tested the design and operating effectiveness of the Holding
loss on trade receivables. The Holding Company uses a Company’s internal financial controls over provision for expected credit loss.
provision matrix to determine impairment loss allowance.
• Evaluated management’s assumption and judgment relating to various
The provision matrix is based on its historically observed
parameters which includes the historical default rates and business
default rates over the expected life of trade receivables
environment in which the entity operates for estimating the amount of
and is adjusted for forward looking estimates.
such provision.
This is a key audit matter as significant judgement is
• Evaluated management’s assessment of recoverability of the outstanding
involved to establish the provision matrix.
receivables and recoverability of the overdue / aged receivables through
The trade receivables balance, credit terms and aging as inquiry with management, and analysis of collection trends in respect
well as the Group’s policy on impairment of receivables of receivables.
have been disclosed in note 7 to the consolidated
• Assessed and read the disclosures made by the Company in the consolidated
financial statements.
financial statements.
We, as the auditors of Economic Explosives Limited (‘EEL’)
In respect of the key audit matter reported to us by the auditors of SOML,
as well as the auditors of Solar Overseas Mauritius Limited
we performed inquiry of the audit procedures performed by them to address
(‘SOML’), subsidiaries of the Holding Company have also
the key audit matter. As reported to us by the component auditor, the audit
reported key audit matter on the aforesaid topic.
procedures performed include the audit procedures mentioned above.
Deferred Tax Asset (as described in note 2.2(o) of the consolidated financial statements)
The auditors of Solar Overseas Mauritius Limited Our audit procedures included, amongst others the following:
(‘SOML’), a subsidiary of the Holding Company have
reported recoverability of deferred tax asset in subsidiary • In respect of the key audit matter reported to us by the auditors of SOML,
in South Africa as key audit matter. we performed inquiry of the audit procedures performed by them to
address the key audit matter. As reported to us by the subsidiary auditor,
The subsidiary company has recently started operations the following procedures have been performed by them:-
in South Africa. Being in the initial years of operation, the
entity has incurred significant losses. The management has o Evaluated management’s assessment of source of losses; a major
recognised deferred tax assets on these losses amounting to amount of which pertains to non-operating losses i.e., finance cost and
Rs. 72.16 crore as at March 31, 2023 based on the source currency restatement loss.
of such losses, forecasts based on market expectations, its
o Evaluated the progress made by the company in improving the
experience with respect to recoverability of losses from
profitability of the business in recent periods.
operations in the other territories and period over which
these losses can be carried forward. o Assessed the credibility of the business plans used in the deferred tax
asset recoverability assessment. These were based on a 5 year plan.
The ultimate recoverability of the deferred tax asset
depends on continued improvements in the profitability
of the businesses.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Key audit matters How our audit addressed the key audit matter
We considered this a key audit matter because deferred o Assessed the tax rate applied (27%) to the forecast future taxable profits
tax assets constitute a material balance in the financial and also the time period over which tax losses can be carried forward.
statements and significant judgement is required by the
company in determining the recoverability of deferred o Assessed the performance of the company and the recoverability of
tax assets arising from past tax losses due to inherent losses in the other territories.
uncertainties involved in forecasting such profits.
Fair Valuation of Non-current Investments (as described in note 2.2 (i)(1) of the standalone financial statements)
The Holding Company has classified certain investment Our audit procedures included and were not limited to the following:
amounting to Rs. 49.92 crore in Equity Shares and
Compulsory Convertible Preference Shares as held at fair • Obtained and read the fair valuation reports provided by the management
value through Other Comprehensive Income (FVTOCI) in by involvement of external valuation experts.
accordance with Ind AS 109.
• Assessed the assumptions around the cash flow forecasts including discount
These investments are Level 3 investments as per the rates, expected growth rates and its effect on business and terminal growth
fair value hierarchy in Ind AS 113 and accordingly rates used through involvement of the internal experts.
determination of fair value is based on a high degree
• Involved internal experts to assess the Company’s valuation methodology
of judgement and input from data that is not directly
and assumptions, applied in determining the fair value.
observable in the market.
• Discussed potential changes in key drivers as compared to previous
The determination of the fair value of financial
year / actual performance with management to evaluate the inputs and
assets is considered to be a significant area in view
assumptions used in the cash flow forecasts.
of the materiality of amounts involved, judgements
involved in selecting the valuation basis, and use of • Assessed the objectivity and competence of our internal expert and
unobservable inputs. Company’s external specialists involved in the process.
Given the inherent subjectivity in the valuation of • Assessed and read the disclosures made by the Company in the
the above investments, relative significance of these financial statements.
investments to the financial statements and the nature
and extent of audit procedures involved, we determined
this to be a key audit matter.
Information Other than the Financial Statements and statements in terms of the requirements of the Act that give a true
Auditor’s Report Thereon and fair view of the consolidated financial position, consolidated
financial performance including other comprehensive income,
The Holding Company’s Board of Directors is responsible for the consolidated cash flows and consolidated statement of changes in
other information. The other information comprises the information equity of the Group including its associate and jointly controlled
included in the Annual report, but does not include the consolidated entity in accordance with the accounting principles generally
financial statements and our auditor’s report thereon. accepted in India, including the Indian Accounting Standards
(Ind AS) specified under section 133 of the Act read with the
Our opinion on the consolidated financial statements does not
Companies (Indian Accounting Standards) Rules, 2015, as amended.
cover the other information and we do not express any form of
The respective Board of Directors of the companies included in
assurance conclusion thereon.
the Group and of its associate and jointly controlled entity are
In connection with our audit of the consolidated financial responsible for maintenance of adequate accounting records
statements, our responsibility is to read the other information in accordance with the provisions of the Act for safeguarding of
and, in doing so, consider whether such other information is the assets of their respective companies and for preventing and
materially inconsistent with the consolidated financial statements detecting frauds and other irregularities; selection and application
or our knowledge obtained in the audit or otherwise appears to of appropriate accounting policies; making judgments and estimates
be materially misstated. If, based on the work we have performed, that are reasonable and prudent; and the design, implementation
we conclude that there is a material misstatement of this other and maintenance of adequate internal financial controls, that were
information, we are required to report that fact. We have nothing operating effectively for ensuring the accuracy and completeness of
to report in this regard. 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
Responsibilities of Management for the Consolidated or error, which have been used for the purpose of preparation of the
Financial Statements consolidated financial statements by the Directors of the Holding
Company, as aforesaid.
The Holding Company’s Board of Directors is responsible for the
preparation and presentation of these consolidated financial
251
Solar Industries India Limited / Annual Report 2022-23
In preparing the consolidated financial statements, the respective attention in our auditor’s report to the related disclosures in
Board of Directors of the companies included in the Group and of its the consolidated financial statements or, if such disclosures are
associate and jointly controlled entity are responsible for assessing inadequate, to modify our opinion. Our conclusions are based
the ability of their respective companies to continue as a going on the audit evidence obtained up to the date of our auditor’s
concern, disclosing, as applicable, matters related to going concern report. However, future events or conditions may cause the
and using the going concern basis of accounting unless management Group and its associate and jointly controlled entity to cease
either intends to liquidate the Group or to cease operations, or has to continue as a going concern.
no realistic alternative but to do so.
• Evaluate the overall presentation, structure and content of the
Those respective Board of Directors of the companies included in consolidated financial statements, including the disclosures,
the Group and of its associate and jointly controlled entity are also and whether the consolidated financial statements represent
responsible for overseeing the financial reporting process of their the underlying transactions and events in a manner that
respective companies. achieves fair presentation.
252
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
by one of the joint auditors, whose report has been furnished on our audit and on the consideration of report of the other
to us by the management. Our opinion on the consolidated auditors on separate financial statements and the other
financial statements, in so far as it relates to the amounts and financial information of the subsidiary companies, incorporated
disclosures included in respect of these subsidiaries and our in India, as noted in the ‘Other Matter’ paragraph we give
report in terms of sub-sections (3) of Section 143 of the Act, in in the “Annexure 1” a statement on the matters specified in
so far as it relates to the aforesaid subsidiaries is based solely paragraph 3(xxi) of the Order.
on the reports of such joint auditor.
2. As required by Section 143(3) of the Act, based on our audit
(b) We did not audit the financial statements and other financial and on the consideration of report of the other auditors
information, in respect of 11 subsidiaries, whose financial on separate financial statements and the other financial
statements include total assets of Rs 3,009.41 crore as at March information of subsidiaries, as noted in the ‘other matter’
31, 2023, and total revenues of Rs 2,857.31crore and net cash paragraph we report, to the extent applicable, that:
inflows of Rs 106.72 for the year ended on that date. These
financial statement and other financial information have been (a) We/the other auditors whose report we have relied
audited by other auditors, which financial statements, other upon have sought and obtained all the information and
financial information and auditor’s reports have been furnished explanations which to the best of our knowledge and
to us by the management. Our opinion on the consolidated belief were necessary for the purposes of our audit of the
financial statements, in so far as it relates to the amounts and aforesaid consolidated financial statements;
disclosures included in respect of these subsidiaries and our
(b) In our opinion, proper books of account as required by
report in terms of sub-sections (3) of Section 143 of the Act, in
law relating to preparation of the aforesaid consolidation
so far as it relates to the aforesaid subsidiaries is based solely
of the financial statements have been kept so far as it
on the reports of such other auditors.
appears from our examination of those books and reports
(c) The accompanying consolidated financial statements include of the other auditors;
unaudited financial statements and other unaudited financial
(c) The Consolidated Balance Sheet, the Consolidated
information in respect of 10 subsidiaries, whose financial
Statement of Profit and Loss including the Statement of
statements and other financial information reflect total assets
Other Comprehensive Income, the Consolidated Cash
of Rs. 828.64 crore as at March 31, 2023, and total revenues
Flow Statement and Consolidated Statement of Changes
of Rs 4.27 crore and net cash outflows of Rs 0.25 crore for
in Equity dealt with by this Report are in agreement with
the year ended on that date. These unaudited financial
the books of account maintained for the purpose of
statements and other unaudited financial information have
preparation of the consolidated financial statements;
been furnished to us by the management. The consolidated
financial statements also include the Group’s share of net (d) In our opinion, the aforesaid consolidated financial
loss of Rs. 0.27 crore for the year ended March 31, 2023, as statements comply with the Accounting Standards
considered in the consolidated financial statements, in respect specified under Section 133 of the Act, read with
of an associate and a jointly controlled entity, whose financial Companies (Indian Accounting Standards) Rules,
statements, other financial information have not been audited 2015, as amended;
and whose unaudited financial statements, other unaudited
financial information have been furnished to us by the (e) On the basis of the written representations received
Management. Our opinion, in so far as it relates amounts and from the directors of the Holding Company as on March
disclosures included in respect of these subsidiaries, associate 31, 2023 taken on record by the Board of Directors of
and jointly controlled entity, and our report in terms of sub- the Holding Company and the reports of the statutory
sections (3) of Section 143 of the Act in so far as it relates auditors who are appointed under Section 139 of the Act,
to the aforesaid subsidiaries, associate and jointly controlled of its subsidiary companies, none of the directors of the
entity, is based solely on such unaudited financial statements Group’s companies , incorporated in India, is disqualified
and other unaudited financial information. In our opinion as on March 31, 2023 from being appointed as a director
and according to the information and explanations given to in terms of Section 164 (2) of the Act;
us by the Management, these financial statements and other
financial information are not material to the Group. (f) With respect to the adequacy of the internal financial
controls with reference to consolidated financial
Our opinion above on the consolidated financial statements, and statements of the Holding Company and its subsidiary
our report on Other Legal and Regulatory Requirements below, is companies incorporated in India, and the operating
not modified in respect of the above matters with respect to our effectiveness of such controls, refer to our separate
reliance on the work done and the reports of the other auditors and Report in “Annexure 2” to this report;
the financial statements and other financial information certified by
the Management. (g) In our opinion and based on the consideration of reports
of other statutory auditors of the subsidiaries, the
managerial remuneration for the year ended March 31,
Report on Other Legal and Regulatory Requirements 2023 has been paid / provided by the Holding Company
and its subsidiaries incorporated in India to their directors
1. As required by the Companies (Auditor’s Report) Order, 2020
in accordance with the provisions of section 197 read
(“the Order”), issued by the Central Government of India in
with Schedule V to the Act;
terms of sub-section (11) of section 143 of the Act, based
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Solar Industries India Limited / Annual Report 2022-23
(h) With respect to the other matters to be included in the of its knowledge and belief no funds have been
Auditor’s Report in accordance with Rule 11 of the received by the respective Holding Company
Companies (Audit and Auditors) Rules, 2014, as amended, or any of such subsidiaries from any persons
in our opinion and to the best of our information and or entities, including foreign entities (“Funding
according to the explanations given to us and based on Parties”), with the understanding, whether
the consideration of the report of the other auditors on recorded in writing or otherwise, that the
separate financial statements as also the other financial Holding Company or any of such subsidiaries
information of the subsidiaries, as noted in the ‘Other shall, whether, directly or indirectly, lend or
matter’ paragraph: invest in other persons or entities identified
in any manner whatsoever by or on behalf of
i. The consolidated financial statements disclose the the Funding Party (“Ultimate Beneficiaries”) or
impact of pending litigations on its consolidated provide any guarantee, security or the like on
financial position of the Group, its associate and behalf of the Ultimate Beneficiaries; and
jointly controlled entity in its consolidated financial
statements – Refer Note 29 to the consolidated c) Based on the audit procedures that have been
financial statements; considered reasonable and appropriate in
the circumstances performed by us and that
ii. Provision has been made in the consolidated financial performed by the auditors of the subsidiaries
statements, as required under the applicable law which are companies incorporated in India
or accounting standards, for material foreseeable whose financial statements have been audited
losses, if any, on long-term contracts including under the Act, nothing has come to our or other
derivative contracts – Refer (a) Note 24 to the auditor’s notice that has caused us or the other
consolidated financial statements in respect of such auditors to believe that the representations
items as it relates to the Group, its associate and under sub-clause (a) and (b) contain any
jointly controlled entity and (b) the Group’s share of material mis-statement.
net profit/loss in respect of its associate and jointly
controlled entity; v) The final dividend paid by the Holding Company, its
subsidiaries, associate and jointly controlled entity
iii. There has been no delay in transferring amounts, companies incorporated in India during the year in
required to be transferred, to the Investor Education respect of the same declared for the previous year
and Protection Fund by the Holding Company, is in accordance with section 123 of the Act to the
its subsidiaries, associate and jointly controlled extent it applies to payment of dividend.
entity, incorporated in India during the year ended
March 31, 2023. As stated in note 12B to the consolidated financial
statements, the respective Board of Directors of
iv. a) The respective managements of the Holding the Holding Company, its subsidiaries, associate
Company and its subsidiaries which are jointly controlled entity companies, incorporated
companies incorporated in India whose financial in India have proposed final dividend for the year
statements have been audited under the Act have which is subject to the approval of the members of
represented to us and the other auditors of such the respective companies at the respective ensuing
subsidiaries that, to the best of its knowledge Annual General Meeting. The dividend declared is in
and belief no funds have been advanced or accordance with section 123 of the Act to the extent
loaned or invested (either from borrowed funds it applies to declaration of dividend.
or share premium or any other sources or kind
of funds) by the Holding Company or any of such vi) As proviso to rule 3(1) of the Companies (Accounts)
subsidiaries to or in any other persons or entities, Rules, 2014 is applicable for the Holding Company,
including foreign entities (“Intermediaries”), its subsidiaries, associate jointly controlled entity
with the understanding, whether recorded in companies, incorporated in India only w.e.f.
writing or otherwise, that the Intermediary April 1, 2023, reporting under this clause is
shall, whether, directly or indirectly lend or not applicable.
invest in other persons or entities identified
in any manner whatsoever by or on behalf
For Gandhi Rathi & Co For S R B C & CO LLP
of the respective Holding Company or any of
Chartered Accountants Chartered Accountants
such subsidiaries (“Ultimate Beneficiaries”) or
ICAI Firm Reg. number: 103031W ICAI Firm Reg. number:
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries; 324982E/E300003
b) The respective managements of the Holding per C.N. Rathi per Pramod Kumar Bapna
Company and its subsidiaries which are Partner Partner
companies incorporated in India whose Membership No.: 39895 Membership No.: 105497
financial statements have been audited under UDIN: 23039895BGXQPJ5526 UDIN: 23105497BGXBNR5960
the Act have represented to us and the other Place: Nagpur Place: Nagpur
auditors of such subsidiaries that, to the best Date: May 03, 2023 Date: May 03, 2023
254
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
In Terms of the information and explanations sought by us and given by the company and the books of accounts and records examined by
us in the normal course of audit and to the best of our knowledge and belief, we state that:
xxi) Qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies
included in the consolidated financial statements are:
255
Solar Industries India Limited / Annual Report 2022-23
256
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
company are being made only in accordance with authorisations consolidated financial statements were operating effectively as
of management and directors of the company; and (3) provide at March 31,2023, based on the internal control over financial
reasonable assurance regarding prevention or timely detection reporting criteria established by the Holding Company considering
of unauthorised acquisition, use, or disposition of the company's the essential components of internal control stated in the Guidance
assets that could have a material effect on the financial statements. Note issued by the ICAI.
257
Solar Industries India Limited / Annual Report 2022-23
As at As at
Notes
March 31, 2023 March 31, 2022
ASSETS
Non-current assets
Property, plant and equipment 3A 1,614.04 1,416.40
Capital work-in-progress 3A 279.40 221.13
Goodwill 3B 10.66 9.89
Other Intangible assets 3C 48.12 40.96
Intangible assets under development 3C 2.63 9.24
Right-of-use assets 3D 29.01 25.48
Financial assets
Investments 4 78.51 18.22
Loans 5 17.14 15.80
Other financial assets 6 159.41 134.68
Deferred tax assets (net) 9A 127.51 94.88
Current tax assets (net) 29.34 30.45
Other non-current assets 11 139.13 43.31
Total non-current assets 2, 534.90 2,060.44
Current assets
Inventories 10 1,097.99 718.87
Financial assets
Investments 4 20.00 -
Trade receivables 7 825.28 541.10
Cash and cash equivalents 8 245.04 84.67
Bank balances other than cash and cash equivalents 8 15.05 14.08
Loans 5 11.76 8.23
Other financial assets 6 36.68 93.14
Other current assets 11 249.55 200.86
Total current assets 2,501.35 1,660.95
Non-current assets classified as held for sale 3E - 2.91
Total assets 5,036.25 3,724.30
EQUITY AND LIABILITIES
Equity
Equity share capital 12 18.10 18.10
Other equity 12A 2,592.24 1,896.18
Equity attributable to shareholders 2,610.34 1,914.28
Non-controlling interests 140.36 100.63
Total equity 2,750.70 2,014.91
LIABILITIES
Non-current liabilities
Financial Liabilities
Borrowings 13 472.71 435.86
Lease Liabilities 3D 18.95 17.51
Deferred tax liabilities (net) 19 158.93 137.14
Provisions 18 2.64 1.00
Total Non-current liabilities 653.23 591.51
Current liabilities
Financial liabilities
Borrowings 14 696.52 430.25
Trade payables 15 488.48 464.94
Other financial liabilities 16 68.60 52.61
Lease Liabilities 3D 6.50 4.38
Current tax Liabilities (net) 62.85 21.91
Other current liabilities 17 295.21 132.33
Provisions 18 14.16 11.46
Total current liabilities 1,632.32 1,117.88
Total liabilities 2,285.55 1,709.39
Total equity and liabilities 5,036.25 3,724.30
Summary of significant accounting policies 2.2 and 2.3
The accompanying notes form an integral part of the consolidated financial statements
As per our report of even date attached
For Gandhi Rathi & Co. For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Solar Industries India Limited
ICAI Firm Registration Number:103031W ICAI Firm Registration
Number: 324982E/E300003
per C.N. Rathi per Pramod Kumar Bapna Manish Nuwal Milind Deshmukh
Partner Partner Managing Director & Executive Director
Membership No.- 39895 Membership No.- 105497 CEO
DIN: 00164388 DIN: 09256690
Moneesh Agrawal Shalinee Mandhana
(Joint CFO) (Joint CFO)
Khushboo Pasari
Company Secretary
Membership No.- F7347
Place : Nagpur Place : Nagpur Place : Nagpur
Date: May 03, 2023 Date: May 03, 2023 Date: May 03, 2023
258
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The accompanying notes form an integral part of the consolidated financial statements
As per our report of even date attached
For Gandhi Rathi & Co. For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Solar Industries India Limited
ICAI Firm Registration Number:103031W ICAI Firm Registration
Number: 324982E/E300003
per C.N. Rathi per Pramod Kumar Bapna Manish Nuwal Milind Deshmukh
Partner Partner Managing Director & Executive Director
Membership No.- 39895 Membership No.- 105497 CEO
DIN: 00164388 DIN: 09256690
Khushboo Pasari
Company Secretary
Membership No.- F7347
259
Solar Industries India Limited / Annual Report 2022-23
260
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The above statement of cash flow has been prepared under the "Indirect Method" as set out in Ind AS 7, "Statement of Cash Flows".
Change in liabilities arising from financing activities
Foreign
March 31, 2022 Cash flows March 31, 2023
exchange impact
Current borrowings 236.94 94.76 - 331.70
(excluding current maturities long term borrowing)
Non-current borrowings 629.14 183.95 24.40 837.49
(including current maturities long term borrowing)
Total liabilities from financing activities 866.08 278.71 24.40 1,169.19
Foreign
March 31, 2021 Cash flows March 31, 2022
exchange impact
Current borrowings 194.02 42.92 - 236.94
(excluding current maturities long term borrowing)
Non-current borrowings 592.12 23.02 14.00 629.14
(including current maturities long term borrowing)
Total liabilities from financing activities 786.14 65.94 14.00 866.08
The accompanying notes form an integral part of the consolidated financial statements
As per our report of even date attached
For Gandhi Rathi & Co. For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Solar Industries India Limited
ICAI Firm Registration Number:103031W ICAI Firm Registration
Number: 324982E/E300003
per C.N. Rathi per Pramod Kumar Bapna Manish Nuwal Milind Deshmukh
Partner Partner Managing Director & Executive Director
Membership No.- 39895 Membership No.- 105497 CEO
DIN: 00164388 DIN: 09256690
Moneesh Agrawal Shalinee Mandhana
(Joint CFO) (Joint CFO)
Khushboo Pasari
Company Secretary
Membership No.- F7347
Place : Nagpur Place : Nagpur Place : Nagpur
Date: May 03, 2023 Date: May 03, 2023 Date: May 03, 2023
261
262
Consolidated Statement of Changes in Equity for the year ended March 31, 2023
(All amounts in H Crores, unless otherwise stated)
No of Shares Amount
At April 01, 2021 (Equity Shares of H 2 each issued, subscribed and fully paid) 9,04,90,055 18.10
At March 31, 2022 (Equity Shares of H 2 each issued, subscribed and fully paid) 9,04,90,055 18.10
At March 31, 2023 (Equity Shares of J 2 each issued, subscribed and fully paid) 9,04,90,055 18.10
B. Other Equity
(Note 12A) (Note 12A) (Note 12A) (Note 12A) (Note 12 A) reserve
(Note 12A)
(Note 12A)
Balance as at April 01, 2021 149.13 820.35 16.54 727.05 1,713.07 0.47 - (152.23) 1,561.31 62.69 1,624.00
Total profit for the year - 441.28 - - 441.28 - - - 441.28 14.19 455.47
Transfer from retained earnings - - - 104.01 104.01 - - - 104.01 - 104.01
Transfer to General reserve - (104.01) - - (104.01) - - - (104.01) - (104.01)
Change in non controlling interest on - (8.68) - - (8.68) - - - (8.68) 10.45 1.77
acquisition of additional stake in Solar
Mining Services Pty Limited - Australia
Other comprehensive income -
Remeasurement loss on defined benefit - (0.15) - - (0.15) - - - (0.15) - (0.15)
plans (net of tax)
Net movement in Cash Flow Hedges (net - - - - - 5.32 - - 5.32 - 5.32
of tax)
Exchange differences on translation of - - - - - - - (48.61) (48.61) 15.07 (33.54)
foreign operations
(net of tax)
Dividend paid - (54.29) - - (54.29) - - - (54.29) - (54.29)
Non Controlling interest acquired during - - - - - - - - - (1.77) (1.77)
the year
Balance as at March 31, 2022 149.13 1,094.50 16.54 831.06 2,091.23 5.79 - (200.84) 1,896.18 100.63 1,996.81
Consolidated Statement of Changes in Equity for the year ended March 31, 2023
(All amounts in H Crores, unless otherwise stated)
B. Other Equity
premium earnings reserve reserve Total hedge reserve Instrument translation interest
(Note 12A) (Note 12A) (Note 12A) (Note 12A) (Note 12A) (Note 12A) reserve (Note 12A)
Balance as at April 01, 2022 149.13 1,094.50 16.54 831.06 2,091.23 5.79 (200.84) 1,896.18 100.63 1,996.81
Total profit for the year - 757.19 - - 757.19 - - 757.19 53.98 811.17
Transfer from retained earnings - - - 119.76 119.76 - - 119.76 - 119.76
Transfer to General reserve - (119.76) - - (119.76) - - (119.76) - (119.76)
Other comprehensive income -
Remeasurement loss on defined benefit plans (net of tax) - (0.33) - - (0.33) - - (0.33) - (0.33)
Net movement in Cash Flow Hedges (net of tax) - - - - - 3.20 - 3.20 - 3.20
Statutory Reports
263
Date: May 03, 2023 Date: May 03, 2023 Date: May 03, 2023
Solar Industries India Limited / Annual Report 2022-23
Note 1: Corporate Information • Due to be settled within twelve months after the
reporting period, or
Solar Industries India Limited (the ‘Holding Company’) is a Group
domiciled in India, with its registered office at ‘’Solar’’ House 14, • There is no unconditional right to defer the settlement
Kachimet, Amravati Road, Nagpur - 440023 (Maharashtra). The of the liability for at least twelve months after the
Holding Company has been incorporated under the provisions of reporting period
Indian Companies Act and its equity shares are listed on the National
Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The Group classifies all other liabilities as non-current.
These consolidated financial statements comprise the Holding
Deferred tax assets and liabilities are classified as non-current
Company and its subsidiaries (referred to collectively as the ‘Group’)
assets and liabilities.
and the Group’s interest in jointly controlled entity and associates.
The Group is primarily involved in manufacturing of complete The operating cycle is the time between the acquisition of
range of industrial explosives and explosive initiating devices. It assets for processing and their realisation in cash and cash
manufactures various types of packaged emulsion explosives, bulk equivalents. The Group has identified twelve months as its
explosives and explosive initiating systems. operating cycle.
2.1 Basis of preparation The Consolidated Financial Statements comprise the financial
statements of the Holding Company and its subsidiaries as
The Consolidated Financial Statements of the Group have been
at March 31, 2023. Control is achieved when the Group is
prepared on an accrual basis and under the historical cost
exposed, or has rights, to variable returns from its involvement
convention except for certain financial instruments (including
with the investee and has the ability to affect those returns
derivative instruments) and defined benefit plans which
through its power over the investee. Specifically, the Group
have been measured at fair value. The accounting policies
controls an investee if and only if the Group has:
are consistently applied by the Group to all the period as
mentioned in the financial statements. • Power over the investee (i.e. existing rights that give
it the current ability to direct the relevant activities
These Consolidated Financial Statements have been prepared
of the investee)
in accordance with the Indian Accounting Standards (Ind AS)
notified under section 133 of the Companies Act, 2013 (“the • Exposure, or rights, to variable returns from its involvement
Act”) read with the Companies (Indian Accounting Standards) with the investee, and
Rules, 2015, (as amended).
• The ability to use its power over the investee to
Current and non-current classification affect its returns
The Group presents assets and liabilities in the balance sheet Generally, there is a presumption that a majority of voting
based on current / non-current classification. rights result in control. To support this presumption and when
the Group has less than a majority of the voting or similar
An asset is treated as current when it is:
rights of an investee, the Group considers all relevant facts
• Expected to be realised or intended to be sold or consumed and circumstances in assessing whether it has power over an
in normal operating cycle investee, including:
• Held primarily for the purpose of trading • The contractual arrangement with the other vote holders
of the investee
• Expected to be realised within twelve months after the
reporting period, or • Rights arising from other contractual arrangements
• Cash or cash equivalent unless restricted from being • The Group’s voting rights and potential voting rights
exchanged or used to settle a liability for at least twelve
• The size of the group’s holding of voting rights relative
months after the reporting period
to the size and dispersion of the holdings of the other
All other assets are classified as non-current. voting rights holders
A liability is treated as current when it is: The Group re-assesses whether or not it controls an investee
if facts and circumstances indicate that there are changes to
• Expected to be settled in normal operating cycle one or more of the three elements of control. Consolidation
of a subsidiary begins when the Group obtains control over
• Held primarily for the purpose of trading the subsidiary and ceases when the Group loses control of
264
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
the subsidiary. Assets, liabilities, income and expenses of a are stated in terms of the measuring unit current at the
subsidiary acquired or disposed of during the year are included end of the reporting period in accordance with Ind AS 29
in the consolidated financial statements from the date the - Financial Reporting in Hyperinflationary Economies.
Group gains control until the date the Group ceases to control
the subsidiary. Several factors are considered when evaluating
whether an economy is hyperinflationary, including the
Consolidated financial statements are prepared using cumulative three-year inflation and the degree to which
uniform accounting policies for like transactions and other the population’s behaviours and government policies are
events in similar circumstances. If a member of the Group consistent with such conditions.
uses accounting policies other than those adopted in the
consolidated financial statements for like transactions and The index used to apply hyperinflation accounting
events in similar circumstances, appropriate adjustments are is the Consumer Price Index published by Turkish
made to that group member’s financial statements in preparing Statistical Institute (TurkStat) which is an independent
the consolidated financial statements to ensure conformity public institution organised under the Ministry of
with the group’s accounting policies. Development, Turkey.
The financial statements of all entities used for the purpose of (e) Profit or loss and each component of other comprehensive
consolidation are drawn up to same reporting date as that of income (OCI) are attributed to the equity holders of the
the parent Group, i.e., year ended on 31 March. When the end parent of the Group and to the non-controlling interests,
of the reporting period of the parent is different from that of a even if this results in the non-controlling interests having
subsidiary, the subsidiary prepares, for consolidation purposes, a deficit balance. When necessary, adjustments are made
additional financial information as of the same date as the to the financial statements of subsidiaries to bring their
financial statements of the parent to enable the parent to accounting policies into line with the Group’s accounting
consolidate the financial information of the subsidiary, unless policies. All intra-group assets and liabilities, equity,
it is impracticable to do so. income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full
Consolidation procedure: on consolidation.
(a) Combine like items of assets, liabilities, equity, income, A change in the ownership interest of a subsidiary, without a
expenses and cash flows of the parent with those of its loss of control, is accounted for as an equity transaction. If the
subsidiaries. For this purpose, income and expenses of Group loses control over a subsidiary, it:
the subsidiary are based on the amounts of the assets
and liabilities recognised in the consolidated financial • Derecognises the assets (including goodwill) and liabilities
statements at the acquisition date. of the subsidiary at their carrying amounts at the date
when control is lost
(b) Offset (eliminate) the carrying amount of the parent’s
investment in each subsidiary and the parent’s portion of • Derecognises the carrying amount of any non-
equity of each subsidiary. Business combinations policy controlling interests
explains how to account for any related goodwill.
• Derecognises the cumulative translation differences
(c) Eliminate in full intragroup assets and liabilities, equity, recorded in equity
income, expenses and cash flows relating to transactions
• Recognises the fair value of the consideration received
between entities of the group (profits or losses resulting
from intragroup transactions that are recognised in assets, • Recognises the fair value of any investment retained
such as inventory and fixed assets, are eliminated in full).
Intragroup losses may indicate an impairment that requires • Recognises any surplus or deficit in profit or loss
recognition in the consolidated financial statements. Ind
• Recognise that distribution of shares of subsidiary to
AS 12 Income Taxes applies to temporary differences that
Group in Group’s capacity as owners
arise from the elimination of profits and losses resulting
from intragroup transactions. • Reclassifies the parent’s share of components previously
recognised in OCI to profit or loss or retained earnings,
(d) The financial statements of Solar Patlayici Maddeler Sanayi
as appropriate, as would be required if the Group had
Ve Ticaret Anonim Sirketi and Solar Madencilik Hizmetleri
directly disposed of the related assets or liabilities
A.S., Turkey, step-down subsidiaries, whose functional
currency is the currency of a hyperinflationary economy
265
Solar Industries India Limited / Annual Report 2022-23
% Equity Interest
Name Country
March 31, 2023 March 31, 2022
A Subsidiaries
1 Indian subsidiaries
A Economic Explosives Limited India 100.00% 100.00%
B Emul Tek Private Limited India 100.00% 100.00%
C Solar Defence Limited (Note i) India 100.00% 100.00%
D Solar Defence Systems Limited (Note - i) India 100.00% 100.00%
E Solar Avionics Limited (note i) India 100.00% 100.00%
F Solar Explochem Limited(Note i & iv) India 100.00% -
2 Overseas subsidiary
A Solar Overseas Mauritius Limited Mauritius 100.00% 100.00%
3 Overseas step-down subsidiaries
A Solar Mining Services Pty Limited, South Africa South Africa 87.58% 86.74%
B Nigachem Nigeria Limited Nigeria 55.00% 55.00%
C Solar Overseas Netherlands B.V. Netherlands 100.00% 100.00%
D Solar Explochem Zambia Limited Zambia 65.00% 65.00%
E Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi Turkey 100.00% 100.00%
F P.T. Solar Mining Services Indonesia 100.00% 100.00%
G PATSAN Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi Turkey 53.00% 53.00%
(Note - ii)
H Solar Nitro Ghana Limited Ghana 90.00% 90.00%
I Solar Madencilik Hizmetleri A.S Turkey 100.00% 100.00%
J Solar Overseas Netherlands Cooperative U.A Netherlands 99.99% 99.99%
K Solar Overseas Singapore Pte Ltd Singapore 100.00% 100.00%
L Solar Industries Africa Limited Mauritius 100.00% 100.00%
M Solar Nitro Zimbabwe (Private) Limited Zimbabwe 100.00% 100.00%
N Solar Nitro chemicals Limited Tanzania 65.00% 65.00%
O Solar Mining Services Pty Ltd, Australia Australia 100.00% 76.00%
P Solar Mining Services Cote d’Ivoire Limited SARL (Note- i ) Ivory Coast 100.00% 100.00%
Q Solar Venture Company Limited Tanzania 55.00% 55.00%
R Solar Mining Services Burkina Faso SARL Burkina Faso 100.00%
S Solar Mining Services Albania Albania 100.00%
T Solar Nitro SARL (Note-i & iii) Ivory Coast 85% -
B Associates
A Zmotion Autonomous Private Limited (Note v) India 45% -
C Entities with Joint control or significant influence over the
entity
A ASTRA Resources Pty Limited South Africa 49.00% 49.00%
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Gains or losses arising from disposal of property, plant The expenditures to be capitalized include the cost of
and equipment are measured as the difference between materials and other costs directly attributable to preparing
the net disposal proceeds and the carrying amount of the the asset for its intended use. Other development
asset and are recognized in the statement of profit and expenditures are recognized as expense in the statement
loss when the asset is disposed. of profit and loss as incurred.
267
Solar Industries India Limited / Annual Report 2022-23
The estimated useful life for Product related intangibles is there are indications that the carrying value may not
5 years once the development is complete. be recoverable. All impairment losses are recognized
immediately in the statement of profit and loss.
Intangible assets relating to products in development are
subject to impairment testing at each reporting date. All The amortization period and the amortization method for
other intangible assets are tested for impairment when intangible assets with a finite useful life are reviewed at
each reporting date.
Depreciation on Property, Plant and Equipment is provided using the Straight-Line Method (‘SLM’) over the useful lives of the assets
estimated by the management. The management estimates the useful lives for the Property, Plant and Equipment as follows:
Group’s estimate of
Assets
useful life (in years)
Intangible Assets
Software and Licenses 6
Other (Transfer of Technology, Technical know-how) 5 to 10
Product Development 5
The Group, based on technical assessment made by for an asset is required, the Group estimates the asset’s
technical expert and management estimate, depreciates recoverable amount. An asset’s recoverable amount is
certain items of property, plant and equipment over the higher of an asset’s or cash-generating unit’s (CGU)
estimated useful lives which are different from the useful fair value less costs of disposal and its value in use. The
life prescribed in Schedule II to the Companies Act, 2013. recoverable amount is determined for an individual asset,
The management believes that these estimated useful lives unless the asset does not generate cash inflows that are
are realistic and reflect fair approximation of the period largely independent of those from other assets or group’s
over which the assets are likely to be used. Depreciation assets. When the carrying amount of an asset or CGU
methods, useful lives and residual values are reviewed at exceeds its recoverable amount, the asset is considered
the end of each reporting period, with the effect of any impaired and is written down to its recoverable amount.
changes in estimate accounted for on a prospective basis.
In assessing value in use, the estimated future cash flows
e. Impairment of Property, Plant and Equipment, are discounted to their present value using a pre-tax
Intangible assets, Goodwill and Right-of-use assets discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset.
The Group assesses, at each reporting date, whether In determining fair value less costs of disposal, recent
there is an indication that an asset may be impaired. If market transactions are taken into account. If no such
any indication exists, or when annual impairment testing transactions can be identified, an appropriate valuation
268
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
269
Solar Industries India Limited / Annual Report 2022-23
• Liabilities or equity instruments related to share based After initial recognition, goodwill is measured at cost
payment arrangements of the acquiree or share – less any accumulated impairment losses. For the purpose
based payments arrangements of the Group entered of impairment testing, goodwill acquired in a business
into to replace share-based payment arrangements of combination is, from the acquisition date, allocated to each
the acquiree are measured in accordance with Ind AS of the Group’s cash-generating units that are expected to
102 Share-based Payments at the acquisition date. benefit from the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to those units.
• Assets (or disposal groups) that are classified as held
for sale in accordance with Ind AS 105 Non-current A cash generating unit to which goodwill has been
Assets Held for Sale and Discontinued Operations are allocated is tested for impairment annually, or more
measured in accordance with that standard. frequently when there is an indication that the unit may be
impaired. If the recoverable amount of the cash generating
• Reacquired rights are measured at a value determined unit is less than its carrying amount, the impairment loss
on the basis of the remaining contractual term of the is allocated first to reduce the carrying amount of any
related contract. Such valuation does not consider goodwill allocated to the unit and then to the other assets
potential renewal of the reacquired right. of the unit pro rata based on the carrying amount of each
asset in the unit. Any impairment loss for goodwill is
When the Group acquires a business, it assesses the financial
recognised in profit or loss. An impairment loss recognised
assets and liabilities assumed for appropriate classification
for goodwill is not reversed in subsequent periods.
and designation in accordance with the contractual terms,
economic circumstances and pertinent conditions as at the Where goodwill has been allocated to a cash-generating
acquisition date. This includes the separation of embedded unit and part of the operation within that unit is disposed
derivatives in host contracts by the acquiree. of, the goodwill associated with the disposed operation
is included in the carrying amount of the operation
If the business combination is achieved in stages, any
when determining the gain or loss on disposal. Goodwill
previously held equity interest is re-measured at its
disposed in these circumstances is measured based on the
acquisition date fair value and any resulting gain or loss is
relative values of the disposed operation and the portion
recognised in profit or loss or OCI, as appropriate.
of the cash-generating unit retained.
Any contingent consideration to be transferred by the
If the initial accounting for a business combination is
acquirer is recognised at fair value at the acquisition date.
incomplete by the end of the reporting period in which the
Contingent consideration classified as an asset or liability
combination occurs, the Group reports provisional amounts
that is a financial instrument and within the scope of Ind
for the items for which the accounting is incomplete. Those
AS 109 Financial Instruments, is measured at fair value
provisional amounts are adjusted through goodwill during
with changes in fair value recognised in profit or loss. If the
the measurement period, or additional assets or liabilities
contingent consideration is not within the scope of Ind AS
are recognised, to reflect new information obtained about
109, it is measured in accordance with the appropriate Ind
facts and circumstances that existed at the acquisition
AS. Contingent consideration that is classified as equity
date that, if known, would have affected the amounts
is not re-measured at subsequent reporting dates and
recognized at that date. These adjustments are called
subsequent its settlement is accounted for within equity.
as measurement period adjustments. The measurement
Goodwill is initially measured at cost, being the excess of the period does not exceed one year from the acquisition date.
aggregate of the consideration transferred and the amount
h. Leases
recognised for non-controlling interests, and any previous
interest held, over the net identifiable assets acquired and The Group assesses at contract inception whether a
liabilities assumed. If the fair value of the net assets acquired contract is, or contains, a lease. That is, if the contract
is in excess of the aggregate consideration transferred, the conveys the right to control the use of an identified asset
Group re-assesses whether it has correctly identified all of for a period of time in exchange for consideration.
the assets acquired and all of the liabilities assumed and
reviews the procedures used to measure the amounts to be Group as a Lessee:
recognised at the acquisition date. If the reassessment still
results in an excess of the fair value of net assets acquired The Group applies a single recognition and measurement
over the aggregate consideration transferred, then the gain approach for all leases, except for short-term leases. The
is recognised in OCI and accumulated in equity as capital Group recognises lease liabilities to make lease payments
reserve. However, if there is no clear evidence of bargain and right-of-use assets representing the right to use the
purchase, the entity recognises the gain directly in equity underlying assets.
as capital reserve, without routing the same through OCI.
270
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The right-of-use assets are also subject to impairment. Financial assets are classified, at initial recognition in
Refer to the accounting policies in section (e) the following categories
Impairment of Property, Plant and Equipment,
• as subsequently measured at fair value (either
Intangible assets and Right-of-use Assets.
through other comprehensive income, or
The Group lease arrangements do not contain an through the Statement of Profit and Loss), and
obligation to dismantle and remove the underlying
• measured at amortized cost
asset, restore the site on which it is located or restore
the underlying asset to a specified condition. The classification of financial assets at initial
recognition depends on the financial asset’s
ii. Lease Liabilities:
contractual cash flow characteristics and the Group’s
At the commencement date of the lease, the Group business model for managing them.
recognises lease liabilities measured at the present
Measurement
value of lease payments to be made over the lease
term. The lease payments include fixed payments At initial recognition, the Group measures a financial
(including in substance fixed payments) less any lease asset at its fair value. Transaction costs of financial
incentives receivable, variable lease payments that assets carried at fair value through the profit and loss
depend on an index or a rate, and amounts expected are expensed in the statement of profit and loss.
to be paid under residual value guarantees.
A. Debt instruments:
In calculating the present value of lease payments,
the Group uses its incremental borrowing rate at Subsequent measurement of debt instruments
the lease commencement date because the interest depends on the Group’s business model
rate implicit in the lease is not readily determinable. for managing the asset and the cash flow
After the commencement date, the amount of lease characteristics of the asset. The Group classifies
liabilities is increased to reflect the accretion of its debt instruments into following categories:
interest and reduced for the lease payments made.
In addition, the carrying amount of lease liabilities A.1 Amortized cost:
is remeasured if there is a modification, a change
Assets that are held for collection of
in the lease term, a change in the lease payments
contractual cash flows where those
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Solar Industries India Limited / Annual Report 2022-23
cash flows represent solely payments of • The Group has transferred its rights
principal and interest are measured at to receive cash flows from the asset
amortized cost. Interest income from these or has assumed an obligation to pay
financial assets is included in other income the received cash flows in full without
using effective interest rate method. material delay to a third party under a
‘pass-through’ arrangement; and either
A.2 Fair value through profit and loss: (a) the Group has transferred substantially
all the risks and rewards of the asset, or
Assets that do not meet the criteria of
(b) the Group has neither transferred nor
amortized cost are measured at fair value
retained substantially all the risks and
through profit and loss. Interest income
rewards of the asset, but has transferred
from these financial assets is included
control of the asset.
in other income.
When the Group has transferred its rights to
B.1 Fair value through OCI:
receive cash flows from an asset or has entered
Upon initial recognition, the Group can elect to into a pass-through arrangement, it evaluates
classify irrevocably its equity investments as equity if and to what extent it has retained the risks
instruments designated at fair value through OCI and rewards of ownership. When it has neither
when they meet the definition of equity under transferred nor retained substantially all of the
Ind AS 32 Financial Instruments: Presentation risks and rewards of the asset, nor transferred
and are not held for trading. The classification is control of the asset, the Group continues to
determined on an instrument-by-instrument basis. recognise the transferred asset to the extent of
the Group’s continuing involvement. In that case,
Gains and losses on these financial assets are the Group also recognises an associated liability.
never recycled to profit or loss. Dividends are The transferred asset and the associated liability
recognised as other income in the statement are measured on a basis that reflects the rights
of profit and loss when the right of payment and obligations that the Group has retained.
has been established, except when the Group
benefits from such proceeds as a recovery of Continuing involvement that takes the form
part of the cost of the financial asset, in which of a guarantee over the transferred asset is
case, such gains are recorded in OCI. Equity measured at the lower of the original carrying
instruments designated at fair value through OCI amount of the asset and the maximum amount
are not subject to impairment assessment. of consideration that the Group could be
required to repay.
B.2 Fair value through profit and loss:
2. Financial liabilities
Financial assets at fair value through profit or
loss are carried in the balance sheet at fair value Classification
with net changes in fair value recognised in the
The Group classifies its financial liabilities in the
statement of profit and loss.
following measurement categories:
This category includes derivative instruments and
• those to be measured subsequently at fair value
listed equity investments which the Group had not
through the statement of profit and loss, and
irrevocably elected to classify at fair value through
OCI. Dividends on listed equity investments are • those measured at amortised cost
recognised in the statement of profit and loss
when the right of payment has been established. Measurement
A financial asset (or, where applicable, a part Financial liabilities at amortised cost
of a financial asset or part of a group of similar represented by borrowings, trade and other
financial assets) is primarily derecognised (i.e. payables are initially recognized at fair value,
removed from the Group’s balance sheet) when: and subsequently carried at amortized cost.
• The rights to receive cash flows from the B. Financial liabilities at fair value through
asset have expired, or profit and loss
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Financial liabilities at fair value through profit asset or liability or a highly probable forecast
and loss are measured at fair value with transaction or the foreign currency risk in an
all changes recognized in the statement of unrecognised firm commitment
profit and loss.
• Hedges of a net investment in a foreign operation
C. Financial guarantee contracts
At the inception of a hedge relationship, the
Financial guarantee contracts issued by the Group formally designates and documents the
Group are those contracts that require a hedge relationship to which the Group wishes to
payment to be made to reimburse the holder apply hedge accounting and the risk management
for a loss it incurs because the specified objective and strategy for undertaking the hedge.
debtor fails to make a payment when due in The documentation includes the Group’s risk
accordance with the terms of a debt instrument. management objective and strategy for undertaking
Financial guarantee contracts are recognised hedge, the hedging/ economic relationship, the
initially as a liability at fair value, adjusted for hedged item or transaction, the nature of the risk
transaction costs that are directly attributable being hedged, hedge ratio and how the entity will
to the issuance of the guarantee. Subsequently, assess the effectiveness of changes in the hedging
the liability is measured at the higher of the instrument’s fair value in offsetting the exposure to
amount of loss allowance determined as per changes in the hedged item’s fair value or cash flows
impairment requirements of Ind AS 109 and the attributable to the hedged risk. Such hedges are
amount recognised less when appropriate, the expected to be highly effective in achieving offsetting
cumulative amount of income recognised in changes in fair value or cash flows and are assessed
accordance with the principles of Ind AS 115. on an ongoing basis to determine that they actually
have been highly effective throughout the financial
3. Derivative financial instruments and hedge reporting periods for which they were designated.
accounting
4. Impairment of financial assets
The Group uses derivative financial instruments, such
as forward currency contracts, foreign currency option The Group applies Expected Credit Loss (ECL) model
contracts and interest rate swaps, to hedge its foreign for measurement and recognition of impairment loss
currency risks and interest rate risks, respectively. Such on financial assets. The Group measures the ECL
derivative financial instruments are initially recognised associated with its assets based on historical trend,
at fair value on the date on which a derivative contract industry practices and the business environment in
is entered into and are subsequently re-measured at which the entity operates or any other appropriate
fair value. Derivatives are carried as financial assets basis. The impairment methodology applied depends
when the fair value is positive and as financial liabilities on whether there has been a significant increase
when the fair value is negative. in credit risk.
Any gains or losses arising from changes in the fair For trade receivables, the Group follows ‘simplified
value of derivatives are taken directly to profit or loss, approach’ for recognition of impairment loss
except for the effective portion of cash flow hedges, allowance. The application of simplified approach
which is recognised in OCI and later reclassified to does not require the Group to track changes in
profit or loss when the hedge item affects profit or credit risk. Rather, it recognises impairment loss
loss or treated as basis adjustment if a hedged forecast allowance based on lifetime ECLs at each reporting
transaction subsequently results in the recognition of date, right from its initial recognition. As a practical
a non-financial asset or non-financial liability. expedient, the Group uses a provision matrix to
determine impairment loss allowance on portfolio
For the purpose of hedge accounting, hedges of its trade receivables. The provision matrix is
are classified as: based on its historically observed default rates
over the expected life of the trade receivables and
• Fair value hedges when hedging the exposure to
is adjusted for forward-looking estimates. At every
changes in the fair value of a recognised asset or
reporting date, the historical observed default rates
liability or an unrecognised firm commitment
are updated and changes in the forward-looking
• Cash flow hedges when hedging the exposure to estimates are analysed.
variability in cash flows that is either attributable
ECL impairment loss allowance (or reversal)
to a particular risk associated with a recognised
recognized during the period is recognized as income/
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expense in the statement of profit and loss. This • Volume rebates and discounts
amount is reflected under the head ‘Other expenses’
in the statement of profit and loss. The products are often sold with volume
discounts based on aggregate sales over
j. Revenue Recognition a specific time period, normally 3–12
months. Revenue from these sales is
Revenue from Contract with Customer recognized based on the price specified in
the contract, net of the estimated volume
Revenue from contracts with customers is recognised
discounts. Accumulated experience is used
when control of the goods or services are transferred
to estimate and provide for the discounts
to the customer at an amount that reflects the
using either the expected value method or
consideration to which the Group expects to be entitled
an assessment of the most likely amount.
in exchange for those goods or services. The Group has
Revenue is only recognized to the extent
generally concluded that it is the principal in its revenue
that it is highly probable that a significant
arrangements, because it typically controls the goods or
reversal will not occur. A contract liability is
services before transferring them to the customer.
recognized for expected volume discounts
The disclosures of significant accounting judgements, payable to customers in relation to sales
estimates and assumptions relating to revenue from made until the end of the reporting period.
contracts with customers are provided in Note 36. The estimated volume discount is revised at
each reporting date.
The specific recognition criteria described below must
also be met before revenue is recognised. • Powder Factor
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
if it expects, at contract inception, that the customer pays consideration before the Group
period between the transfer of the promised transfers goods or services to the customer, a
good or service to the customer and when the contract liability is recognised when the payment is
customer pays for that goods or services will be made or the payment is due (whichever is earlier).
one year or less. Contract liabilities are recognised as revenue when
the Group performs under the contract.
Hence, there is no financing component which
needs to be separated. k. Government grants
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Solar Industries India Limited / Annual Report 2022-23
net investment in a foreign operation are April 1, 2015 and any fair value adjustments to the
recognised in profit or loss in the separate carrying amounts of assets and liabilities arising on
financial statements of the reporting entity or the acquisition are treated as assets and liabilities of
the individual financial statements of the foreign the foreign operation and translated at the spot rate
operation, as appropriate. In the financial of exchange at the reporting date.
statements that include the foreign operation
and the reporting entity (e.g., consolidated m. Inventories
financial statements when the foreign operation
Inventories are valued at the lower of cost and net
is a subsidiary), such exchange differences are
realisable value.
recognised initially in OCI. These exchange
differences are reclassified from equity to profit Costs incurred in bringing each product to its present
or loss on disposal of the net investment. location and condition are accounted for as follows:
• Exchange differences arising on monetary (i) Raw materials: cost includes cost of purchase and
items that are designated as part of the hedge other costs incurred in bringing the inventories
of the Group’s net investment of a foreign to their present location and condition. Cost is
operation. These are recognised in OCI until determined on weighted average basis.
the net investment is disposed of, at which
time, the cumulative amount is reclassified to (ii) Finished goods and work in progress: cost includes
profit or loss. cost of direct materials and labour and a proportion
of manufacturing overheads based on the normal
• Tax charges and credits attributable to exchange operating capacity but excluding borrowing costs.
differences on those monetary items are also Cost is determined on weighted average basis.
recorded in OCI.
(iii) Traded goods: cost includes cost of purchase and
Non-monetary items that are measured in terms of other costs incurred in bringing the inventories
historical cost in a foreign currency are translated to their present location and condition. Cost is
using the exchange rates at the dates of the initial determined on weighted average basis.
transactions. Non-monetary items measured at fair
value in a foreign currency are translated using the Net realisable value is the estimated selling price in
exchange rates at the date when the fair value is the ordinary course of business, less estimated costs
determined. The gain or loss arising on translation of of completion and the estimated costs necessary
non-monetary items measured at fair value is treated to make the sale.
in line with the recognition of the gain or loss on
n. Retirement and other employee benefits
the change in fair value of the item (i.e., translation
differences on items whose fair value gain or loss is (i) Provident Fund
recognised in OCI or profit or loss are also recognised
in OCI or profit or loss, respectively). Provident fund is a defined contribution plan covering
eligible employees. The Group and the eligible
Group companies employees make a monthly contribution to the
provident fund maintained by the Regional Provident
On consolidation, the assets and liabilities of foreign
Fund Commissioner equal to the specified percentage
operations are translated into INR at the rate of
of the basic salary of the eligible employees as per
exchange prevailing at the reporting date and their
the scheme. The contributions to the provident fund
statements of profit or loss are translated at exchange
are charged to the statement of profit and loss for
rates prevailing at the dates of the transactions. For
the period / year when the contributions are due. The
practical reasons, the group uses an average rate to
Group has no obligation, other than the contribution
translate income and expense items, if the average
payable to the provident fund.
rate approximates the exchange rates at the dates of
the transactions. The exchange differences arising on (ii) Gratuity
translation for consolidation are recognised in OCI.
On disposal of a foreign operation, the component Gratuity is a defined benefit obligation plan operated
of OCI relating to that particular foreign operation is by the Holding Group and its Indian Subsidiaries for
recognised in profit or loss. its employees covered under Group Gratuity Scheme.
The cost of providing benefit under gratuity plan is
Any goodwill arising in the acquisition/ business determined on the basis of actuarial valuation using
combination of a foreign operation on or after the projected unit credit method at the reporting
276
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
date. The scheme is funded with an insurance loss is recognised outside profit or loss (either in other
Group in the form of qualifying insurance policy. comprehensive income or in equity). Current tax items are
Remeasurements, comprising of actuarial gains recognised in correlation to the underlying transaction
and losses are recognized in full in the statement either in OCI or directly in equity.
of other comprehensive income in the reporting
period in which they occur. Remeasurements are not Deferred income taxes reflect the impact of temporary
reclassified to profit and loss subsequently. differences between tax base of assets and liabilities and
their carrying amounts. Deferred tax is measured based
Some of the overseas subsidiaries operate Gratuity on the tax rates and the tax laws enacted or substantively
scheme plan for employees as per laws of the enacted at the reporting date.
respective countries, liability in respect of the same
is provided on the accrual basis, estimated at each Deferred tax liabilities are recognized for all taxable
reporting date. Overseas subsidiaries do not operate temporary differences, except deferred tax liability arising
any defined benefit plans for employees. from initial recognition of goodwill or an asset or liability
in a transaction that is not a business combination and,
(iii) Leave encashment affects neither accounting nor taxable profit/ loss at the
time of transaction. Deferred tax assets are recognized
Accumulated leave, which is expected to be utilized for all deductible temporary differences, and any unused
within the next twelve months, is treated as short- tax losses, except deferred tax assets arising from
term employee benefit for measurement purposes. initial recognition of goodwill or an asset or liability in
The Group measures the expected cost of such a transaction that is not a business combination and,
absences as the additional amount that it expects affects neither accounting nor taxable profit/ loss at the
to pay as a result of the unused entitlement that has time of transaction. Deferred tax assets are recognized
accumulated at the reporting date. only to the extent that sufficient future taxable income
will be available against which such deferred tax assets
The Holding Company and its Indian subsidiaries
can be realized.
treats accumulated leave expected to be carried
forward beyond twelve months, as long-term The carrying amount of deferred tax asset is reviewed at
employee benefit for measurement purposes. Such each reporting date and reduced to the extent that it is
long-term compensated absences are provided for no longer probable that sufficient taxable profit will be
based on the actuarial valuation using the projected available to allow all or part of the deferred tax asset
unit credit method at the reporting date. Actuarial to be utilised
gains/losses are immediately taken to the statement
of profit and loss and are not deferred. Deferred tax assets and deferred tax liabilities are offset,
if a legally enforceable right exists to set off current tax
Overseas subsidiaries provide liability in respect assets against current tax liabilities and the deferred
of compensated absences for employees as per tax assets and deferred tax liabilities relate to the same
respective local entity’s policies. The same is taxable entity and the same taxation authority.
measured based on the accrual basis as the payment
is required to be made within next twelve months. Deferred tax relating to items recognized outside the
statement of profit and loss is recognized in co-relation to
The Group presents the entire leave encashment the underlying transaction either in other comprehensive
liability as a current liability in the balance sheet, income or directly in equity.
since it does not have an unconditional right to
defer its settlement for twelve months after the Sales/ value added taxes / GST paid on acquisition of
reporting date. assets or on incurring expenses
o. Tax Expense Expenses and assets are recognized net of the amount of
sales / value added taxes / GST paid, except:
Tax expense comprises of current tax and deferred
tax. Current income tax is measured at the amount a) When the tax incurred on a purchase of assets
expected to be paid to the tax authorities in accordance or services is not recoverable from the taxation
with the Income Tax Act, 1961 enacted in India and tax authority, in which case, the tax paid is recognised as
laws prevailing in the respective tax jurisdictions where part of the cost of acquisition of the asset or as part
the Group operates. The tax rates and tax laws used of the expense item, as applicable
to compute the amount are those that are enacted or
substantively enacted, at the reporting date. Current b) When receivables and payables are stated with the
income tax relating to items recognised outside profit or amount of tax included
277
Solar Industries India Limited / Annual Report 2022-23
q. Earnings per share (EPS) The Company measures financial instruments, such as,
derivatives at fair value at each balance sheet date. Fair
Basic earnings per share are calculated by dividing the net value is the price that would be received to sell an asset
profit for the year attributable to equity shareholders by or paid to transfer a liability in an orderly transaction
the weighted average number of equity shares outstanding between market participants at the measurement date.
during the year. The weighted average number of equity The fair value measurement is based on the presumption
shares outstanding during the reporting period is adjusted that the transaction to sell the asset or transfer the liability
for events such as bonus issue, bonus element in a rights takes place either:
issue, share split, and reverse share split (consolidation of
shares), if any occurred during the reporting period, that • In the principal market for the asset or liability, or
have changed the number of equity shares outstanding,
without a corresponding change in resources. • In the absence of a principal market, in the most
advantageous market for the asset or liability
For the purpose of calculating diluted earnings per share,
the net profit for the year attributable to the equity The principal or the most advantageous market must
shareholders and the weighted average number of equity be accessible by the Group. The fair value of an asset
shares outstanding during the year, are adjusted for the or a liability is measured using the assumptions that
effects of all dilutive potential equity shares. market participants would use when pricing the asset or
278
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
liability, assuming that market participants act in their genuinely be sold, not abandoned. The Group treats sale
economic best interest. of the asset to be highly probable when:
A fair value measurement of a non-financial asset takes • The appropriate level of management is committed
into account a market participant’s ability to generate to a plan to sell the asset,
economic benefits by using the asset in its highest and
best use or by selling it to another market participant that • An active programme to locate a buyer and complete
would use the asset in its highest and best use. the plan has been initiated (If applicable),
The Group uses valuation techniques that are appropriate • The asset is being actively marketed for sale at a price
in the circumstances and for which sufficient data are that is reasonable in relation to its current fair value,
available to measure fair value, maximising the use of
• The sale is expected to qualify for recognition as a
relevant observable inputs and minimising the use of
completed sale within one year from the date of
unobservable inputs.
classification, and
All assets and liabilities for which fair value is measured
• Actions required to complete the plan indicate that it
or disclosed in the financial statements are categorised
is unlikely that significant changes to the plan will be
within the fair value hierarchy, described as follows,
made or that the plan will be withdrawn.
based on the lowest level input that is significant to the
fair value measurement as a whole: Non-Current assets held for sale are measured at the
lower of their carrying amount and the fair value less
• Level 1 — Quoted (unadjusted) market prices in
costs to sell. Assets and liabilities classified as held for sale
active markets for identical assets or liabilities
are presented separately in the balance sheet.
• Level 2 — Valuation techniques for which the
Property, plant and equipment and intangible assets once
lowest level input that is significant to the fair value
classified as held for sale are not depreciated or amortized.
measurement is directly or indirectly observable
w. Exceptional Items
• Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair value When items of income and expense within profit or
measurement is unobservable loss from ordinary activities are of such size, nature or
incidence that their disclosure is relevant to explain the
For assets and liabilities that are recognised in the
performance of the Group for the period, the nature and
financial statements on a recurring basis, the Group
amount of such items is disclosed separately under the
determines whether transfers have occurred between
head exceptional item.
levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to the x. Significant accounting estimates and assumptions
fair value measurement as a whole) at the end of each
reporting period. The preparation of the Group’s financial statements
requires management to make judgements, estimates and
v. Non-current assets held for sale assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the accompanying
The Group classifies non-current assets as held for sale
Grouping disclosures, and the disclosure of contingent
if their carrying amounts will be recovered principally
liabilities. Uncertainty about these assumptions and
through a sale rather than through continuing use.
estimates could result in outcomes that require a material
Actions required to complete the sale should indicate
adjustment to the carrying amount of assets or liabilities
that it is unlikely that significant changes to the sale will
affected in future periods.
be made or that the decisions to sell will be withdrawn.
Management must be committed to the sale expected Estimates and assumptions
within one year from the date of classification.
The key assumptions concerning the future and other
For these purposes, sale transactions include exchanges of key sources of estimation uncertainty at the reporting
non-current assets for other non-current assets when the date, that have a significant risk of causing a material
exchange has commercial substance. The criteria for held adjustment to the carrying amounts of assets and
for sale classification is regarded met only when the assets liabilities within the next financial year, are described
is available for immediate sale in its present condition, below. The Group based its assumptions and estimates
subject only to terms that are usual and customary for on parameters available when the financial statements
sale of such assets, its sale is highly probable; and it will were prepared. Existing circumstances and assumptions
279
Solar Industries India Limited / Annual Report 2022-23
about future developments, however, may change due to of the discount rate, future salary increases and mortality
market changes or circumstances arising that are beyond rates. Due to the complexities involved in the valuation and
the control of the Group. Such changes are reflected in its long-term nature, a defined benefit obligation is highly
the assumptions when they occur. sensitive to changes in these assumptions. All assumptions
are reviewed at each reporting date.
Other disclosures relating to the Group’s exposure to risks
and uncertainties includes: The parameter most subject to change is the discount rate.
In determining the appropriate discount rate for plans
• Capital management Note 34 operated in India, the management considers the interest
rates of government bonds in currencies consistent with
• Financial risk management objectives and
the currencies of the post-employment benefit obligation.
policies Note 33
The mortality rate is based on publicly available mortality
• Sensitivity analyses disclosures Notes 33
tables. Those mortality tables tend to change only at
Useful Lives of Property, Plant & Equipment interval in response to demographic changes. Future
salary increases and gratuity increases are based on
The Group uses its technical expertise along with expected future inflation rates.
historical trends for determining the useful life of an asset/
component of an asset which are different from the useful Fair value measurement of financial instruments
life prescribed in Schedule II to the Companies Act, 2013.
When the fair values of financial assets and financial
The useful lives are reviewed by management periodically
liabilities recorded in the balance sheet cannot be
and revised, if appropriate. In case of a revision, the
measured based on quoted prices in active markets, their
unamortized depreciable amount is charged over the
fair value is measured using valuation techniques including
remaining useful life of the assets.
the DCF model. The inputs to these models are taken from
Impairment of non-financial assets observable markets where possible, but where this is not
feasible, a degree of judgement is required in establishing
Impairment exists when the carrying value of an asset fair values. Judgements include considerations of inputs
or cash generating unit exceeds its recoverable amount, such as liquidity risk, credit risk and volatility. Changes in
which is the higher of its fair value less costs of disposal assumptions about these factors could affect the reported
and its value in use. The fair value less costs of disposal fair value of financial instruments.
calculation is based on available data from binding sales
transactions, conducted at arm’s length, for similar assets Recoverability of Trade Receivables
or observable market prices less incremental costs for
Judgements are required in assessing the recoverability
disposing of the asset. The value in use calculation is based
of overdue trade receivables and determining whether
on a DCF model. The recoverable amount is sensitive to
a provision against those receivables is required. Factors
the discount rate used for the DCF model as well as the
considered include the credit rating of the counterparty,
expected future cash-inflows and the growth rate used for
the amount and timing of anticipated future payments
extrapolation purposes.
and any possible actions that can be taken to mitigate the
Taxes risk of non-payment.
Deferred tax assets are recognised for unused tax losses Impairment of financial assets
to the extent that it is probable that taxable profit will
The impairment provisions for financial assets depending
be available against which the losses can be utilised.
on their classification are based on assumptions about
Significant management judgement is required to
risk of default, expected cash loss rates, discounting rates
determine the amount of deferred tax assets that can
applied to these forecasted future cash flows, recent
be recognised, based upon the likely timing and the
transactions. The Group uses judgement in making these
level of future taxable profits together with future tax
assumptions and selecting the inputs to the impairment
planning strategies.
calculation, based on Group’s past history, existing market
Defined benefit plans (gratuity benefits) conditions as well as forward looking estimates at the end
of each reporting period.
The cost of the defined benefit gratuity plan and the
present value of the gratuity obligation are determined Powder factor deductions
using actuarial valuations. An actuarial valuation involves
The Group estimate provision for powder factor on
making various assumptions that may differ from actual
sales made to certain customers which is generally the
developments in the future. These include the determination
280
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
percentage of blast output achieved at the time of blasting Leases - Estimating the incremental borrowing rate
of the products at the customer ‘site. Powder factor is
based on the agreement with customer, volume of output The Group cannot readily determine the interest rate implicit
achieved at the site, which is measured at a later date. in the lease, therefore, it uses its incremental borrowing
Accordingly, the provision is made based on the likely rate (IBR) to measure lease liabilities. The IBR is the rate of
powder factor to be achieved on current sales which is interest that the Group would have to pay to borrow over a
reduced from the sales of the period. similar term, and with a similar security, the funds necessary
to obtain an asset of a similar value to the right-of-use
A significant estimate is involved to establish the asset in a similar economic environment. The IBR therefore
percentage of blast output achieved, the settlement of reflects what the Group ‘would have to pay’, which requires
which happens in future as per the terms of contract and estimation when no observable rates are available such as
mutual agreement. for subsidiaries that do not enter into financing transactions
or when they need to be adjusted to reflect the terms and
Receivables under Package Scheme of Incentives 2007 conditions of the lease for example, when leases are not in
and 2013 (PSI) the subsidiary’s functional currency. The Group estimates the
IBR using observable inputs (such as market interest rates)
The Group is eligible to claim benefits under Package
when available and is required to make certain entity-specific
Scheme of Incentives 2007 and 2013, in the form of State
estimates (such as the subsidiary’s stand-alone credit rating).
Government GST / Sales tax subsidy / reimbursement of
provident fund. The eligibility of the benefits are subject to 2.3 Changes in accounting standards
the Group confirming the terms and conditions mentioned
in the eligibility certificate. The Group uses judgement to The Ministry of Corporate Affairs has notified Companies
establish the recoverability and the timings of the receipts. (Indian Accounting Standard) Amendment Rules 2022 dated
March 23, 2022, to amend the following Ind AS which are
Lease effective from April 01, 2022.
Determining the lease term of contracts with renewal and (i) Onerous Contracts - Costs of Fulfilling a Contract -
termination options – Group as lessee Amendments to Ind AS 37
The Group determines the lease term as the non- (ii) Reference to the Conceptual Framework -
cancellable term of the lease, together with any periods Amendments to Ind AS 103
covered by an option to extend the lease if it is reasonably
(iii) Property, Plant and Equipment: Proceeds before Intended
certain to be exercised, or any periods covered by an
Use - Amendments to Ind AS 16
option to terminate the lease, if it is reasonably certain
not to be exercised. (iv) Ind AS 101 First-time Adoption of Indian Accounting
Standards - Subsidiary as a first-time adopter
After the commencement date, the Group reassesses
the lease term if there is a significant event or change (v) Ind AS 109 Financial Instruments - Fees in the ‘10 per cent’
in circumstances that is within its control and affects test for derecognition of financial liabilities
its ability to exercise or not to exercise the option to (vi) Ind AS 41 Agriculture - Taxation in fair value measurements
renew or to terminate (e.g., construction of significant
leasehold improvements or significant customisation to These amendments had no impact on the accounting policies
the leased asset). and disclosures made in the consolidated financial statements
of the Company.
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Solar Industries India Limited / Annual Report 2022-23
Office
Furniture Plant and
Land Buildings Vehicles Equipment and Total
and Fixture Machinery
Computers
Year ended March 31, 2022
Opening gross carrying amount 151.11 687.55 21.02 595.04 54.36 19.25 1,528.33
as at April 01, 20211
Exchange differences 0.03 (4.40) (0.76) (5.30) 0.28 0.07 (10.08)
Additions 5.24 109.19 2.09 181.72 18.06 6.30 322.60
Asset held for sale (refer note 3D) (2.91) - - - - - (2.91)
Other Adjustment - - - (0.04) - - (0.04)
Disposals - (0.07) - (7.27) (3.18) (0.37) (10.89)
Assets written off# - (4.63) (0.28) (1.77) - 0.27 (6.41)
Closing gross carrying amount 153.47 787.64 22.07 762.38 69.52 25.52 1,820.60
as at March 31, 2022
Accumulated depreciation
Opening accumulated depreciation - 101.26 7.95 170.47 21.78 10.39 311.85
as at April 01, 2021 1
Depreciation charge for the year - 32.44 2.00 50.11 8.30 3.22 96.07
Disposals - - - (1.44) (1.88) (0.08) (3.40)
Assets written off# * - (2.16) (0.24) (1.02) - 0.00 (3.42)
Exchange differences - 1.10 0.13 1.33 0.46 0.08 3.10
Closing accumulated depreciation - 132.64 9.84 219.45 28.66 13.61 404.20
as at March 31, 2022
Net carrying amount 153.47 655.00 12.23 542.93 40.86 11.91 1,416.40
as at March 31, 2022
Year ended March 31, 2023
Opening Gross carrying amount 153.47 787.64 22.07 762.38 69.52 25.52 1,820.60
as at April 01, 2022
Exchange differences (0.38) (26.17) (0.49) (4.08) (0.41) 0.32 (31.21)
Additions 47.63 95.89 5.30 126.15 28.38 9.29 312.64
Disposals (0.23) (0.26) - (4.00) (3.05) (1.36) (8.90)
Assets written off# - (1.71) (0.03) (5.77) - (0.13) (7.64)
Closing gross carrying amount 200.49 855.39 26.85 874.68 94.44 33.64 2085.49
as at March 31, 2023
Accumulated depreciation
Opening accumulated depreciation - 132.64 9.84 219.45 28.66 13.61 404.20
as at April 01, 2022
Depreciation charge for the year - 36.34 2.65 58.92 9.67 4.25 111.83
Disposals - - - (2.33) (1.86) (1.29) (5.48)
Assets written off# - (0.67) (0.03) (4.10) - (0.11) (4.91)
Exchange differences - (36.99) (1.57) 3.96 0.20 0.21 (34.19)
Closing accumulated depreciation - 131.32 10.89 275.90 36.67 16.68 471.45
as at March 31, 2023
Net carrying amount 200.49 724.07 15.96 598.78 57.77 16.96 1,614.04
as at March 31, 2023
* Amount is less than H 0.01
1
Gross carrying amount and accumulated depreciation have been regrouped and netted in line with deemed cost exemption opted out by the Group as per Ind AS, with
effect from April 1, 2015 i.e. date of transition to Ind AS for the Group.
The above property, plant and equipments are subject to first pari passu charge on the non current loans from banks and second Pari Passu charge on the working capital
loans, both present and future(refer note 14A).
The amount of borrowing costs capitalised during the year ended March 31, 2023 was H 3.28 (March 31, 2022: H 1.88). The rate used to determine the amount of borrowing costs
eligible for capitalisation is 7.14 % - 7.63%, which is the effective interest rate of the borrowing made specifically to acquire/ constructing the qualifying assets (refer note 25).
#
The Group has discarded certain assets based on the physical verification conducted. During the year ended on March 31, 2023, the loss on such assets is H 2.73 (net)
(March 31, 2022: H 2.99 ) in Building, Furniture and Fixture, Office Equipment and Plant & Machinery due to wear and tear over a period of time.
Land includes Rs. 10.36 crore located in Chakdoh, Taluka - Katol, and Bazargaon, Taluka - Nagpur (Rural) District – Nagpur pertaining to protected forest land which is held
in the name of Revenue and Forest Department - Government of Maharashtra since 01.01.2020.
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Furniture,
Freehold Plant and Office
Buildings fittings and Vehicles Total
Land Machinery Equpments
Equipment
Year Ended March 31,2022
Gross carrying amount
Opening gross carrying amount 1.07 76.67 0.43 197.64 5.84 2.70 284.35
as at April 1,20211
Additions 8.61 101.48 1.30 114.30 2.95 9.43 238.07
Addition in Exchange differences 0.23 1.39 0.01 1.88 0.01 0.44 3.95
Less:- Capitalisation (5.36) (108.18) (1.56) (171.13) (8.64) (10.36) (305.24)
Closing gross carrying amount 4.54 71.36 0.18 142.69 0.16 2.20 221.13
as at March 31, 2022
Year Ended March 31,2023
Gross carrying amount
Opening gross carrying amount 4.54 71.36 0.18 142.69 0.16 2.20 221.13
as at April 1,20221
Additions 56.15 111.04 4.22 152.71 26.81 8.63 359.56
Addition in Exchange differences (4.81) 1.75 0.05 (1.43) (0.33) (0.08) (4.85)
Less:- Capitalisation (47.63) (97.05) (3.83) (113.60) (24.12) (8.77) (295.00)
Asset Written off/Provision# - (0.98) - (0.46) - - (1.44)
Closing gross carrying amount 8.25 86.12 0.62 179.91 2.52 1.98 279.40
as at March 31, 2023
# The Group has written off/ provided for certain assets based on management assesment. During the year ended on March 31, 2023, the loss is H1.44 (net) (March 31, 2022: Nil)
To be completed in
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
Bulk Project at Badsoda 0.25 - - - 0.25
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To be completed in
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
Bulk Project at Badsoda 1.17 - - - 1.17
As at As at
March 31, 2023 March 31, 2022
Balance at the beginning of the year 9.89 9.56
Foreign currency exchange gain/(loss) 0.77 0.33
Balance at the end of the year 10.66 9.89
Goodwill acquired through business combination has been considered for impairment testing."
The recoverable value of goodwill relating to Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi (‘‘SPMS”) H 5.38, Solar Mining
Services Pty Ltd -Australia (‘SMS-Aus’) H 4.03 and Solar Venture Company Limited (‘SVC’) H 0.54 as at March 31, 2023, for impairment
assessment has been calculated based on value-in-use calculation using cash flow projections from financial budgets approved by senior
management covering a four-year period.
Long-term growth rate for cash flows beyond three years have been considered in the range of 1% - 2%.
As a result of this analysis, management has concluded the recoverable value of CGUs exceed the carrying value of CGU (including goodwill).
Key assumptions used for value in use calculation and their sensitivity to changes
2. Discount rates
Sales growth rate: Sales growth rate has been considered at an average annual growth rate over the four-year forecast period; based on past
performance and management's expectation of market development.
Discount rates - Discount rates represent the current market assessment of the risks specific to SPMS, SMS-Aus and SVC, taking into
consideration the time value of money and individual risks of the underlying assets that have not been incorporated in cash flow estimates.
The discount rate calculation is based on specific circumstances of the Group, SPMS and SMS-Aus and SVC is derived from its weighted
average cost of capital (WACC) of each of the entities. The WACC takes into account both debt and equity. The cost of equity is derived
from the expected return on investment by the entity's investors. The cost of debt is based on the interest bearing borrowings the entity is
obliged to service. Adjustments to discount rates are made to factor to specific amount and timing of the future tax flows in order to reflect
a post-tax discount rate.
The Management has considered and assessed reasonably possible changes for other key assumptions and have not identified any instances
that could cause the carrying amount of SPMS and SMS-Aus and SVC CGUs to exceed its recoverable amount.
The remaining amount of goodwill of H 0.71 ( March 31, 2022 H 0.71 ) (relating to different CGUs individually immaterial) have been
evaluated based on the cash flow forecasts of the related CGUs and the recoverable amounts of the CGUs exceeded their carrying amounts.
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Product
Software &
Development Others 2 Total
License
Cost
Year ended March 31, 2022
Gross carrying amount
Opening gross carrying amount as at April 01, 20211 5.56 15.98 33.54 55.08
Addition 2.87 - 9.64 12.51
Gross carrying amount as at March 31, 2022 8.43 15.98 43.18 67.59
Accumulated amortisation
Opening accumulated depreciation 1.95 5.88 10.76 18.59
as at April 01, 2021 1
Amortisation for the year 1.17 3.19 3.68 8.04
Accumulated amortization as at March 31, 2022 3.12 9.07 14.44 26.63
Net carrying amount as at March 31, 2022 5.31 6.91 28.74 40.96
Year ended March 31, 2023
Gross carrying amount
Opening gross carrying amount as at April 01, 2022 8.43 15.98 43.18 67.59
Addition 2.37 14.44 0.64 17.45
Gross carrying amount as at March 31, 2023 10.80 30.42 43.82 85.04
Accumulated amortisation
Opening accumulated amortisation 3.12 9.07 14.44 26.63
as at April 01, 2022
Amortisation for the year 1.77 3.90 4.62 10.29
Accumulated amortization as at March 31, 2023 4.89 12.97 19.06 36.92
Net carrying amount as at March 31, 2023 5.91 17.45 24.76 48.12
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To be completed in
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
- - - - -
Note 3D Leases
Group as Lessee
The Group has lease contracts for Office buildings, Leasehold land, Warehouse and Vehicles. Leases of office building generally have lease
terms between 2 and 10 years, leasehold land generally have lease terms between 30 and 99 years, warehouse generally have lease terms
between 2 and 5 years, vehicles generally have lease terms between 2 and 4 years. The Group’s obligations under its leases are secured by
the lessor’s title to the leased assets.
The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for leases.
A. Right-of-use assets
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings) and the
movements during the period:
The effective interest rate for lease liabilities is 6.24 % to 24 %, with maturity between 2023-2099.
The following are the amounts recognised in profit or loss:
During the year, the Group has disposed off the freehold land which was previously held for setting up manufacturing plant.
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Note 4 : Investments
Non-current investments
Face Number of Shares/Units Amount
value March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Unquoted
Investment carried at Fair Value through
Profit and Loss
Investment in Equity instruments of Others
Ganga Care Hospital Limited H 10 1,10,000 1,10,000 0.43 0.11
Bravo Business Agency SARL USD 100 20 20 0.01 0.01
Investment in Venture Capital Fund (Unquoted)
Kotak India Growth Fund II H 1,00,000 500 500 0.61 0.53
Quoted
Investment in Mutual Fund (Quoted)
ICICI Prudential Short Term Fund Direct Plan 10,440.14 13,059.21 0.06 0.07
1.11 0.72
Investment carried at Fair Value through
Other Comprehensive Income
Series A1 Compulsorily Convertible Preference H1 19,300 19,300 49.91 17.50
Shares of Skyroot Aerospace Private Limited
Equity Shares of Skyroot Aerospace Private H1 5 5 0.01 0.00
Limited*
(refer note below)
19,305 19,305 49.92 17.50
Investment carried at cost
Investment in Equity Instruments of Associate :
Equity shares of Zmotion Autonomous System H 1 8,75,880 - 27.48 -
Private Limited
78.51 18.22
Aggregate amount of Investments 78.51 18.22
Aggregate amount of impairment in value of - -
investments
* Amount is less than H 0.01
Current investments
Note :- Investment in Skyroot Aerospace Private Limited has been classified as fair value through other comprehensive income as it is a
strategic investment for the Company and is not held for trading purpose. Accordingly fair value gain amounting to Rs. 32.42 Cr has been
accounted in other comprehensive income for the year ended March 31, 2023.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Note 5 : Loans
Notes:
1. Loans are non derivative financial assets which generate a fixed or variable interest income for the group. The carrying value may be
affected by changes in the credit risk of the counterparties.
2. No Loans receivable are due from directors or other officers of the Group either severally or jointly with any other person, nor any Loans
receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
Note:
Derivative instruments at fair value through profit or loss reflect the positive change in fair value of those foreign exchange option/forward
contracts that are not designated in hedge relationship, but are, nevertheless, intended to reduce the level of foreign currency risk for
foreign currency borrowing.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
1. No trade or other receivable are due from directors or other officers of the Group either severally or jointly with any other person, nor any
trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
2. Trade receivables are non-interest bearing and are generally on terms of 0 to 180 days.
3. There are no “unbilled” trade receivables, hence the same are not disclosed in the ageing schedule.
Set out below is the movement in the allowance for expected credit losses of trade receivables :
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Value of inventories above is stated after provision of H 12.63 (previous year H 5.79) for write down to net realisable value and provision for
old / slow moving and obsolete items.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Number of
Amount
Shares
As at March 31, 2021 9,04,90,055 18.10
As at March 31, 2022 9,04,90,055 18.10
As at March 31, 2023 9,04,90,055 18.10
The Holding Company has only one class of equity shares having a par value of H 2 per share. Each holder of equity shares is entitled to
one vote per share. The Holding Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors
is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(c) Equity shares held by ultimate holding/ holding company and/ or their subsidiaries/ associates
Being ultimate holding company, there are no shares held by any other holding, ultimate holding company and their subsidiaries/ associates.
(d) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the Company
% holding No of shares
Name of the shareholder
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Shri Manish Nuwal 38.93% 38.93% 3,52,32,069 3,52,32,069
Shri Kailashchandra Nuwal 23.08% 23.08% 2,08,82,963 2,08,82,963
Sbi Focused Equity Fund 7.05% 7.05% 63,83,835 63,75,788
Smt. Indira Devi Nuwal 6.15% 6.15% 55,68,230 55,68,230
As per records of the Holding Company, including its register of shareholders/ members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents the legal ownership of shares.
(e) Details of Shares held by promoters :-
S. No. of shares at
Promoter Name Change during No. of shares at % of Total % Change
No. the beginning
the year the end of the year Shares during the year
of the year
1 Shri Manish Nuwal 3,52,32,069 - 3,52,32,069 38.93% 0.00%
2 Shri Kailashchandra Nuwal 2,08,82,963 - 2,08,82,963 23.08% 0.00%
3 Shri Satyanarayan Nuwal 32,38,254 - 32,38,254 3.58% 0.00%
4 Smt Indira Kailashchandra Nuwal 55,68,230 - 55,68,230 6.15% 0.00%
5 Smt Seema Manish Nuwal 12,43,440 - 12,43,440 1.37% 0.00%
6 Shri Rahul Kailashchandra Nuwal 25,315 - 25,315 0.03% 0.00%
7 Smt Leeladevi Satyanarayan Nuwal 1,000 - 1,000 0.00% 0.00%
Total 6,61,91,271 - 6,61,91,271
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S. No. of shares at
Promoter Name Change during No. of shares at % of Total % Change
No. the beginning
the year the end of the year Shares during the year
of the year
1 Shri Manish Nuwal 2,52,32,069 1,00,00,000 3,52,32,069 38.93% 11.05%
2 Shri Kailashchandra Nuwal 2,08,82,963 - 2,08,82,963 23.08% 0.00%
3 Shri Satyanarayan Nuwal 1,32,38,254 (1,00,00,000) 32,38,254 3.58% -11.05%
4 Smt Indira Kailashchandra Nuwal 55,68,230 - 55,68,230 6.15% 0.00%
5 Smt Seema Manish Nuwal 12,43,440 - 12,43,440 1.37% 0.00%
6 Shri Rahul Kailashchandra Nuwal 25,315 - 25,315 0.03% 0.00%
7 Smt Leeladevi Satyanarayan Nuwal 1,000 - 1,000 0.00% 0.00%
Total 6,61,91,271 - 6,61,91,271
Securities premium
As at April 01, 2021 149.13
Movement for the year 2021-22 -
As at March 31, 2022 149.13
Movement for the year 2022-23 -
As at March 31, 2023 149.13
Retained earnings
As at April 01, 2021 820.35
Add : Profit for the year 441.28
Less : Transfer to general reserve (104.01)
Less : Remeasurement loss on defined benefit plans (0.15)
Less: Change in non controlling interest on acquisition of additional stake in Solar Mining Services Pty Limited - (8.68)
Australia
Less : Final Dividend (54.29)
As at March 31, 2022 1,094.50
Add : Profit for the year 757.19
Less : Transfer to general Reserve (119.76)
Less : Remeasurement loss on defined benefit plans (0.33)
Less :Opening reserve transferred from NCI to Owners upon change in NCI holding (4.47)
Add: Impact of restatement of subsidiaries in Hyper-inflationary economy (refer note 38) 24.15
Less : Final Dividend (67.87)
As at March 31, 2023 1,683.41
Capital reserve
As at April 01, 2021 16.54
Movement for the year 2021-22 -
As at March 31, 2022 16.54
Movement for the year 2022-23 -
As at March 31, 2023 16.54
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
General reserve
As at April 01, 2021 727.05
Add : Transfer from retained earnings 104.01
As at March 31, 2022 831.06
Add : Transfer from retained earnings 119.76
As at March 31, 2023 950.82
1 Securities premium
Securities premium is used to record the premium on issue of shares. This can be utilised only for limited purposes such as issuance of
bonus shares in accordance with the provisions of the Companies Act, 2013.
2 Capital reserve
The Group recognizes profit or loss on purchase, sale, issue or cancellation of the Group’s own equity instruments to capital reserve.
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3 General reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified
percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a
given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the
total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer
a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the
general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.
The Group uses hedging instruments as part of its management of foreign currency risk and interest rate risk associated with borrowings.
For hedging foreign currency and interest rate risk, the Group uses foreign currency forward contracts, foreign currency option contracts
and interest rate swaps. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the
cash flow hedging reserve. Amounts recognised in the cash flow hedging reserve is reclassified to the statement of profit and loss when
the hedged item affects profit and loss (e.g. interest payments).
Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as described in
accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the
net investment is disposed-off.
6 Retained Earnings
Retained earnings are the profits that the Group has earned till date, less transfers to General Reserve and payment of dividend.
The Group has classified certain non-current investments as fair value through other comprehensive income as it is a strategic investmnent
and is not held for trading purpose. The cumulative amount is classified to retained earnings when the investment is disposed off.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The Indian rupee working capital loan from Bank carries rate of 6.92% to 7.80%
Loans taken by overseas subsidiaries are taken at interest rate of 3 months LIBOR+10% bps, 6 months SOFR+1.5%, and certain loans are
from 6.62% to 30.25% and a loan is at South African prime lending rate compunded monthly.
Security
The above non current loans from banks are secured by first pari passu charge on the tangible movable and immovable property, plant
and equipment and second pari passu charge on the Group’s current asset. Working capital loans have first Pari Passu charge on Group’s
entire current asset, both present and future and second Pari Passu charge on Group’s entire property, plant and equipment assets, both
present and future.
The loans taken by overseas subsidiaries are secured either by charge on local assets or corporate guarantee of ultimate holding company.
Loan covenants
Bank loan contains certain debt covenants relating to debt-equity ratio, net borrowings to EBITDA ratio, interest coverage ratio and debt
service coverage ratio (DSCR). The Group has satisfied all debt covenants prescribed in the terms of bank loans.
The other loans do not carry any debt covenants. The Group has not defaulted on any loans payable.
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Note i. The Indian rupee long term loans from bank carries an interest rate of 1 year MCLR
Note ii. The Indian rupee long term loan from bank is linked to 3 month T bill rate with a spread of 164 bps.
Note iii. The Indian rupee long term loan from bank is linked to Repo rate with a spread of 140 bps.
Note iv. The above loans from Bank carry interest linked to repo + 150 bps
Note v. The above loans from Bank carry interest linked to 3 month Tbill +161 bps
Note vi. The above local currenvy loan carry interest linked to 3 months JIBAR + 340 b.p.s. pa
Note vii. The above local currenvy loan carry interest linked to 3 months LIBOR + 250 b.p.s. pa
Note viii. The above local currenvy loan carry interest linked to overnight SOFR + 250 b.p.s. pa
Note ix. The above local currenvy loan carry interest of 7.2% p.a.
Note x. The above local currenvy loan carry interest linked to overnight SOFR + 262 b.p.s. pa
Note xi. Non- Convertible Debentures have been issued at fixed rate of 8.20% p.a.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Notes:
1. *Trade payables are non-interest bearing and are normally settled within 0 to 60 days term.
2. For terms and conditions with related parties, refer note 30C
3. For explanations on the Company's credit risk management processes, refer note 33
4. # Acceptances represents credit availed by the Group from banks for payment to suppliers for raw materials purchased by the Group.
The arrangements are generally interest-bearing and are payable within two months to one year.
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Note 18 : Provisions
The major components of tax expense for the years ended March 31, 2023 and March 31, 2022 are :
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
OCI section
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2023 and March 31, 2022:
Balance sheet
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The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities
and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
The Company collects GST on behalf of the Government, hence GST is not included in revenue from operations.
*Includes accrual of income under Package Scheme of Incentives of H 98.63 (previous year H 106.28)
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Post-employment obligations
The holding company and some of its Indian Subsidiaries operates a defined benefit gratuity plan namely gratuity for its employees. Under
the gratuity plan, every employee who has completed at least 5 years of service gets a gratuity on departure @ 15 days (minimum) of the last
drawn salary for each year of service. The scheme is funded with insurance companies in the form of qualifying insurance policy.
The fund has the form of a trust and it is governed by the Board of Trustees, which consists of an equal number of employer and employee
representatives. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the investment strategy.
Under the gratuity plan, Holding company makes contribution to Solar Industries India Limited employee group gratuity assurance scheme.
Further one of the subsidiary in the group makes contribution to Economic Explosives Limited employee group gratuity assurance scheme.
The following tables summarises the components of net benefit expense recognized in the statement of profit and loss, other comprehensive
income, and the funded status and amount recognised in the balance sheet.
The amounts recognized in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:
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Solar Industries India Limited / Annual Report 2022-23
The major categories of plan assets as a percentage of the fair value of total plan assets are as follows :
The estimates of future salary increases, considered in actuarial valuation, takes into consideration inflation, seniority, promotion and other
relevant factors, such as supply and demand in employment market.
The overall expected rate of return on assets is determined based on the interest rate prevailing in the market on that date, applicable to the
period over which the obligation is to be settled.
Acturial asumptions
The expected contribution for definded benefit plan for the next finanacial year will be in line with financial year 2022-23
Sensitivity Analysis
Following table shows the sensitivity results on liability due to change in the assumptions:
Impact
March 31, 2023 Impact (%)
(Absolute)
Base Liability 26.13
Increase Discount Rate by 0.50% 25.56 (0.57) -2.17%
Decrease Discount Rate by 0.50% 26.73 0.60 2.31%
Increase Salary Inflation by 1% 27.42 1.29 4.93%
Decrease Salary Inflation by 1% 24.98 (1.15) -4.40%
Increase in Withdrawal Assumption by 5% 25.88 (0.25) -0.97%
Decrease in Withdrawal Assumption by 5% 26.55 0.42 1.61%
Notes :
1. Liabilities are very sensitive to discount rate, salary inflation and attrition rate.
2. Liabilities are very less sensitive due to change in mortality assumptions. Hence, sensitivities due to change in mortality are ignored.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Capital Commitments
Contingent liabilities
Note a:
The Group is contesting the demands.The management, including its tax/legal advisors, believe that its position will likely be upheld in the
appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. Cash outflows for the above are
determinable only on receipt of judgements pending at various forums/authorities.
Note b :
The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received
Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come
into effect has not been notified and the final rules/interpretation have not yet been issued. The Group will assess the impact of the Code
when it comes into effect and will record any related impact in the period the Code becomes effective.
Lease Commitments
The group has taken certain assets on lease for a term generally ranging for a period of 1 year to 5 years.
Future minimum lease rental payables under non-cancellable operating leases are as follows:
I Associates
Shri Satyanarayan Nuwal (Ceased to be Executive Director (KMP) w.e.f., May 04 2022 and currently he is designated as Non Executive
Chairman of the Holding Company)
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Shri Natrajan Ramakrishnan (Appointed as an Non-Executive Independent Director w.e.f. October 19, 2022)
Shri Jagdish Belwal (Appointed as an Non-Executive Independent Director w.e.f. December 5, 2022)
Shri Dilip Patel (Ceased to be a Non-Executive Independent Director w.e.f. October 19, 2022)
Shri Ajai Nigam (Ceased to be a Non-Executive Independent Director w.e.f. March 3, 2023)
Shri Sanjay Sinha (resolution of his appointment, could not passed in 27th Annual General Meeting)
**Non Executive Independent directors were only paid sitting fees for attending Board & Board Committee meetings for the year 2022-23
The Group has not entered into any other transactions with its Non Executive Independent Directors or the enterprises over which they
have significant influence.
V Entities where Directors/ Close family members of Directors having control/significant influence (with whom transactions
have taken place)
Refer to Note 28 for information on transactions with post employment benefit plans mentioned above
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees
provided or received for any related party receivables or payables. For the year ended March 31, 2023, the Group has not recorded any
impairment of receivables relating to amounts owed by related parties (March 31, 2022: ₹ Nil). This assessment is undertaken each
financial year through examining the financial position of the related party and the market in which the related party operates.
# This aforesaid amount does not includes amount in respect of gratuity and leave since the actuarial valuation has been taken for the Group as a whole and
individual amounts are not determinable.
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D. Mr. Kailash Chandra Nuwal, Executive Director and Vice Chairman of the Holding Company has vacated office of Director with effect
from November 7, 2019 on account of failure to make disclosures of his shareholding and directorship in AG Technologies Private
Limited in the correct / complete format, either on the date of becoming a director thereof or facilitating, without the prior approval of
the Audit Committee, a Rent Agreement between the Holding Company and AG Technologies Private Limited, which was related party.
Based on legal opinions obtained, the Holding Company has concluded that the aforesaid act was a violation of section 184(1) and
184(2) of the Companies Act, 2013, Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the ‘Policy on Related Party Transactions of the Holding Company’. The Holding Company
has intimated the Stock exchanges and filed necessary documents with the Registrar of Companies intimating vacation of office by
the said Director.
The audit committee during its meeting held on July 31, 2020 noted that the said transaction was not pre-approved by the audit committee.
Hon’ble NCLT, Mumbai Bench had allowed two prayers of the Shri Kailashchandra Nuwal. The Holding Company had challenged the same
before the Hon’ble NCLAT, Delhi Bench, wherein interim order was passed on February 25, 2021 staying the operations of the order passed
by Hon’ble NCLT on February 9, 2021. On December 14, 2021, the Hon'ble NCLAT Delhi had dismissed the appeal. The Holding Company
challenged the order before the Supreme Court of India by filling an Appeal, in which by way of interim order dated January 10, 2022,
Hon'ble Supreme Court has stayed the operation of the impugned orders passed by the Hon’ble NCLT and the Hon’ble NCLAT.
The Group has identified 'Explosives and its accessories', as its only primary reportable segment. The Board of Directors of the Holding
Company have been identified as the Chief Operating Decision Maker (CODM) as defined under Ind AS 108. CODM reviews overall financial
information of the Group together for performance evaluation and allocation of resources and does not review any discrete information to
evaluate performance of any individual product or geography.
Geographical Information
The amount of the Group's revenue from external customers broken down by location of the customers is shown in the table below:
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
There is only one customer individually contributing more than 10% of Group’s revenue, total amount of revenue from such customer for
the year ended on March 31, 2023 is H 1063.53 (March 31, 2022 is H 678.02 )
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
The Group has established the following fair value hierarchy that categorises the values into 3 levels. The inputs to valuation techniques used
to measure fair value of financial instruments are:
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which
maximize the use of observable market data and rely as little as possible on Group specific estimates
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
The following methods and assumptions were used to estimate the fair values:
1. The Group has not disclosed the fair values of financial instruments such as cash and cash equivalents, bank balances other than cash
and cash equivalents, trade receivables, other financial assets (except derivatives) , trade payables and other financial liabilities (except
derivatives) because their carrying amounts are a reasonable approximation of fair value. Further, for financial assets, the Group has
taken into consideration the allowances for expected credit losses and adjusted the carrying values where applicable.
2. The fair values of the quoted investments/units of mutual fund schemes are based on market price/net asset value at the reporting date.
3. The Group holds derivative financial instruments to mitigate the risk of changes in exchange rates on foreign currency exposures and
changes in interest rates. The counterparty for these contracts is generally a bank or a financial institution. These derivative financial
instruments are valued based on inputs that are directly or indirectly observable in the marketplace. The valuation techniques used
to value these derivatives include forward pricing and swap models, using present value calculations. These derivatives are marked to
market as on the valuation date. The changes in counterparty credit risk had no material effect on the hedge effectiveness assessment
for derivatives designated in hedge relationships and other financial instruments recognised at fair value.
4. Fair values of the Group’s interest-bearing borrowings are determined by using discounted cash flow method using the current borrowing
rates. Fair value of such instruments are not materially different from their carrying values. The own non-performance risk as at March
31, 2023 was assessed to be insignificant.
311
Solar Industries India Limited / Annual Report 2022-23
The carrying value and fair value of financial instruments by categories including the quantitative disclosures of fair value measurement
hierarchy as at March 31, 2023 is as follows:
There have been no transfers among Level 1, Level 2 and Level 3 during the current year.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
There have been no transfers among Level 1, Level 2 and Level 3 during the previous year.
The Group’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and
financial guarantee contracts. The main purpose of these financial liabilities is to finance the Group’s operations and to provide
guarantees to support its operations. The Group’s principal financial assets include loans, trade and other receivables, and cash and cash
equivalents that derive directly from its operations. The Group also holds FVTPL investments and enters into derivative transactions.
It has an integrated financial risk management system which proactively identifies monitors and takes precautionary and mitigation measures
in respect of various identified risks.
The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks,
which evaluates and exercises independent control over the entire process of financial risks. All derivative activities for risk management
purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Group’s policy that no
trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of
these risks, which are summarised below.
313
Solar Industries India Limited / Annual Report 2022-23
Market Risk- Interest rate risk Borrowings Sensitivity Analysis Interest Rate Swaps
Term Deposits
Market Risk-Foreign Exchange Recognized financial assets and Cash Flow Analysis Foreign-exchange options contracts/
liabilities not denominated in INR Sensitivity Analysis forward
Market Risk- Equity price risk Investment in Equity Securities mutual Sensitivity Analysis Portfolio Diversification
funds and venture capital fund
Credit Risk Cash and Cash equivalents, loans given, Ageing Analysis Diversification of credit limits and
trade receivables and investments Credit Analysis letters of credit and Bank guarantee
Liquidity Risk Borrowing, trade payables and other Cash Flow forecasts Availability of credit limits and
financial liabilities borrowing facilities
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial
instruments affected by market risk include loans and borrowings, deposits, FVTPL investments and derivative financial instruments.
Market risk is attributable to all market risk sensitive financial instruments. The finance department undertakes management of cash
resources, hedging strategies for foreign currency exposures, borrowing mechanism and ensuring compliance with market risk limits.
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations
with floating interest rates.
The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The Group is not very
significantly exposed to interest rate risks except the variations in LIBOR rates as most of borrowings are linked to LIBOR. To manage this, the
Group enters into interest rate swaps, in which it agrees to exchange, at specified intervals, the difference between fixed and variable rate
interest amounts calculated by reference to an agreed-upon notional principal amount.
Name of the instrument Currency March 31, 2023 March 31, 2022
Derivatives designated as hedge
Interest rate swap USD 9.21 5.92
0.5% changes in interest rate will increase/ decrease the borrowing cost by H 2.36 (Pre-tax)
The Group has investment in Bank deposits and hence is exposed to Interest rate sensitivity.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange
rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities and the
Group net investments in foreign subsidiaries.
When a derivative is entered into for the purpose of being a hedge, the Group negotiates the terms of those derivatives to match the terms
of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the
transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.
The Group hedges its exposure to fluctuations on the translation into INR of its foreign operations by holding net borrowings in foreign
currencies and by using foreign currency swaps.
314
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The Group has borrowings in foreign currency amounting to H 7.99 (March 31, 2022: H 48.09). Accordingly, in order to hedge the foreign
currency risk on these borrowings, the Group has taken foreign exchange forward /call spread contracts, which are as follows:
Nominal value of forward contracts & option contracts that hedge monetary labilities in foreign currencies, and for which no hedge
accounting is applied, are recognised in the Statement of profit and loss.
Name of the instrument Currency March 31, 2023 March 31, 2022
Derivatives not designated as hedge
Forward contract USD 0.94 2.18
Unhedged foreign currency exposure as at the reporting date expressed in INR are as follows:
1% increase or decrease in foreign exchange rates will have the following impact on profit before tax:
The Group’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the
investment securities. The Group manages the equity price risk through diversification and by placing limits on individual and total equity
instruments. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. The Group’s Board of
Directors reviews and approves all equity investment decisions.
Following are the details of investments which are subject to price risk:
The impact of increases/ decreases of the BSE/ NSE index on the Group’s equity shares and mutual funds and gain/ loss for the period would
be H 0.20 (March 31, 2022: H 0.00*). The analysis is based on the assumption that the index has increased by 1% or decreased by 1% with
all other variables held constant, and that all the Group’s investments having price risk moved in line with the index.
Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including
315
Solar Industries India Limited / Annual Report 2022-23
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan
with the Group. Where loans or receivables have been written off, the Group continues to engage in enforcement activity to attempt to
recover the receivable due. Where recoveries are made, these are recognised as income in the statement of profit and loss.
Cash and cash equivalents and deposits: Balances and deposits with banks are subject to low credit risks due to good credit ratings
assigned to the banks.
Loans: The Group has given loans to certain unrelated parties. However there is no counter party risk. (refer Note 5 for details)
Investments: The Group limits its exposure to credit risk by generally investing in liquid securities and counterparties that have a good credit
ratings. The Group does not expect any credit losses from non-performance by these counter parties, and does not have any significant
concentration of exposures to specific industry sectors.
The Group measures the expected credit loss of trade receivables and loans from individual customers based on historical trend, industry
practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends.
The ageing analysis of the receivables (gross of provisions) has been considered from the date the invoice falls due:
Period Upto 60 days 61 to 120 days More than 120 days Total
As at March 31, 2023 691.89 100.48 105.83 898.20
As at March 31, 2022 487.68 37.88 73.76 599.32
The following table summarizes the changes in the Provisions made for the receivables:
No significant changes in estimation techniques or assumptions were made during the reporting period.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to settle or meet its obligations on time or at a reasonable price. The Group’s finance
department is responsible for liquidity, funding as well as settlement management and then processes related to such risks are overseen by
senior management through rolling forecasts on the basis of expected cash flows.
Maturity profile of financial liabilities
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date
316
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
For the purpose of the Group’s capital management, capital includes issued equity capital, securities premium and all other equity reserves
attributable to the equity holders. The primary objective of the Group’s capital management is to maximise the shareholder value.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the
financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital
to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.
The Group includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.
March 31, 2023 March 31, 2022
Net debt 899.43 776.79
Equity 2,610.34 1,914.28
Capital and net debt 3,509.77 2,691.07
Net Gearing ratio 25.63% 28.87%
In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial
covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial
covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any
interest-bearing loans and borrowing in the current year.
No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2023 and March 31, 2022.
317
Solar Industries India Limited / Annual Report 2022-23
Note 35: Additional information, as required under schedule III to the companies act, 2013, of enterprises
consolidated as subsidiaries/associates/joint ventures
Net Assets, i.e. total Share in profit or loss Share in profit or loss
Name of the entity assets minus total Share in profit or loss (Other comprehensive (Total comprehensive
liabilities Income) Income)
As % of As % of As % of
As % of consolidated consolidated consolidated
Amount Amount
consolidated Amount Total Total Amount Total
net assets Comprehensive Comprehensive Comprehensive
Income Income Income
1 2 3 4 5
(A) Solar Industries India Ltd. 43.47% 1,767.45 53.78% 445.38 2.94% 24.35 56.73% 469.74
1,767.45 445.38 24.35 469.74
(B) Indian subsidiaries -
1. Economic Explosives Limited 21.50% 874.33 21.27% 176.07 0.02% 0.17 21.29% 176.24
2. Solar Explochem India Limited 0.00% (0.06) -0.01% (0.11) 0.00% 0.00 -0.01% (0.11)
3. Emul Tek Private Limited 0.02% 0.72 1.04% 8.61 0.00% 0.03 1.04% 8.64
4. Solar Defence Limited 0.00% 0.03 0.00% (0.01) 0.00% 0.00 0.00% (0.01)
5. Solar Defence Systems Limited 0.00% 0.03 0.00% (0.01) 0.00% 0.00 0.00% (0.01)
6. Solar Avionics Limited 0.00% 0.02 0.00% (0.00) 0.00% 0.00 0.00% (0.00)
875.08 184.56 0.20 184.76
(C) Overseas subsidiaries
1. Solar Mining Services Pty Limited, 0.57% 23.18 -4.13% (34.20) 0.00% - -4.13% (34.20)
South Africa
2. Nigachem Nigeria Limited 4.76% 193.38 6.23% 51.58 0.00% - 6.23% 51.58
3. Solar Overseas Netherlands B.V. 1.38% 56.15 -0.65% (5.42) 0.00% - -0.65% (5.42)
4. Solar Explochem Zambia Limited 3.70% 150.31 2.39% 19.80 0.00% - 2.39% 19.80
5. Solar Patlayici Maddeler Sanayi Ve 3.65% 148.45 6.23% 51.60 0.00% - 6.23% 51.60
Ticaret Anonim Sirketi
6. P.T. Solar Mining Services 0.60% 24.44 -0.02% (0.17) 0.00% - -0.02% (0.17)
7. Solar Nitro Ghana Limited 0.25% 10.18 -1.34% (11.12) 0.00% - -1.34% (11.12)
8. Solar Madencilik Hizmetleri A.S 0.21% 8.62 0.45% 3.71 0.00% - 0.45% 3.71
9. Solar Overseas Netherlands 3.69% 150.22 -1.61% (13.36) 0.00% - -1.61% (13.36)
Cooperative U.A
10. Solar Overseas Singapore Pte Ltd 2.02% 82.08 -0.15% (1.26) 0.00% - -0.15% (1.26)
11. Solar Industries Africa Limited -0.26% (10.60) -0.66% (5.44) 0.00% - -0.66% (5.44)
12. Solar Nitro Zimbabwe (Private) Limited 0.00% 0.04 0.01% 0.07 0.00% - 0.01% 0.07
13. Solar Nitrochemicals Limited 0.58% 23.40 0.06% 0.46 0.00% - 0.06% 0.46
14. Solar Mining Services Pty Ltd, Australia 1.04% 42.44 -0.70% (5.80) 0.00% - -0.70% (5.80)
15. Solar Mining Services CI SARL, Ivory 0.00% (0.01) 0.00% (0.00) 0.00% - 0.00% (0.00)
Coast*
16. Solar Venture Company Limited 0.20% 8.10 0.15% 1.22 0.00% - 0.15% 1.22
17. Solar Overseas Mauritius Limited 8.58% 348.83 8.42% 69.69 0.00% - 8.42% 69.69
(Standalone)
18. Solar Mining Services-Albania 0.01% 0.35 0.01% 0.04 0.00% - 0.01% 0.04
19. Solar Mining Services-Burkina Faso 0.00% 0.01 0.00% (0.00) 0.00% - 0.00% (0.00)
1,259.53 121.40 - 121.40
(D) Minority Interests in all subsidiaries 3.45% 140.36 6.21% 51.39 0.00% - 6.21% 51.39
140.36 51.39 - 51.39
(E) Associates, Entities with Joint control or
significant influence over the entity
Astra Resources Pty ltd -0.09% (3.86) 0.11% 0.94 0.00% - 0.11% 0.94
Zmotion Autonomous System Private Limited 0.68% 27.48 -0.03% (0.27) 0.00% - -0.03% -0.27
23.62 0.67 - 0.67
318
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The Group is engaged in the manufacturing of complete range of industrial explosives, explosive initiating devices and high energy
materials for defence applications.
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an
amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group
has generally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before
transferring them to the customer.
The Group is domiciled in India. The amount of its revenue from external customers broken down by location of the customers is shown
in the table below:
c. Contract balances
The timing of revenue recognition, billings and cash collection results in trade receivables, and billings in excess of costs and estimated
earnings on uncompleted contracts (contract liabilities) on the balance sheet as at March 31, 2023.
The Group discloses receivables from contracts with customer separately in the balance sheet. To comply with the other disclosures
requirements for contract assets and contract liabilities following information is disclosed.
d. Revenue from contract with customers amounting to H 6,804.35 (March 31, 2022: H 3,828.51) is net of rebate, discounts and powder
factor charges.
Remaining unsatisfied performance obligations represent the transaction price for goods and services for which the Group has a
material right but work has not been performed. Transaction price of the order backlog includes the base transaction price, variable
consideration and changes in transaction price. The transaction price of order backlog related to unfilled, confirmed customer orders is
estimated at each reporting date. As of March 31, 2023, the aggregate amount of the transaction price allocated to order backlog was
H 2,560.73. The Group expects to recognise revenue within two years.
1. Capital Expenditure incurred on Research & Development is included in Property, Plant and Equipments and depreciation is provided on
the same at the respective applicable rates.
2. Revenue expenditure incurred on Research & Development has been included in the respective account heads in the statement of
profit and loss.
319
Solar Industries India Limited / Annual Report 2022-23
Beginning July 1, 2022, Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi and Solar Madencilik Hizmetleri A.S., Turkey, step-down
subsidiaries, became a hyperinflationary economy because, among some other economic factors, the last three years’ cumulative inflation
in Turkey exceeded 100% according to consumer price index in the country.
Country March 31, 2023 March 31, 2022 March 31, 2021
Turkey 1,269.75 843.64 523.53
In accordance with Ind AS 29 - Financial Reporting in Hyperinflationary Economies, the balance sheet i.e. the non-monetary assets, liabilities,
owner’s equity and profit & loss of the aforesaid subsidiaries operating in hyperinflationary economy are restated for the changes in the
general purchasing power of the local currency, using official indices at the balance sheet date, before translation into India Rupees and, are
stated in terms of the measuring unit current at the balance sheet date. The aforesaid restatement resulted in loss of H 47.80 accounted in
other expenses for the year ended 31 March 2023 (refer note 24).
Further, in accordance with para 42 and 43 of Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, the comparatives amounts in
the Consolidated Financial Statements are not adjusted for subsequent changes in the price level i.e. consumer price index. Consequentially,
the changes arising in the comparative period amounting to H 24.15 has been credited to opening retained earnings as at April 01, 2022
(refer to note 12A).
Emultek Private Limited (ETPL) one of the wholly owned Subsidiary of the Company has agreed to make investment in Rajasthan Explosives
and Chemicals Limited (“RECL”) by acquiring the entire business and undertaking of RECL through Business Acquisition Agreement dated
April 10, 2023. The Transaction will take place by way of merger pursuant to the provisions of Sections 230 – 232 of the Companies Act 2013
and other applicable provisions of the Act and by Issuance of Redeemable Preference Shares by Acquirer as merged entity to the existing
Shareholder of RECL.
(i) The Group do not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any
Benami property.
(ii) The Group do not have any transactions with companies struck off.
(iii) The Group do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group
(Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
320
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Group do not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed
as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant
provisions of the Income Tax Act, 1961
(viii) The Group has not been declared as Wilful defaulter by any Banks, Financial institution or Other lenders.
Note 41 : The financial statements were approved for issue by the Board of Directors on May 03, 2023
For Gandhi Rathi & Co. For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Solar Industries India Limited
ICAI Firm Registration Number:103031W ICAI Firm Registration
Number: 324982E/E300003
per C.N. Rathi per Pramod Kumar Bapna Manish Nuwal Milind Deshmukh
Partner Partner Managing Director & Executive Director
Membership No.- 39895 Membership No.- 105497 CEO
DIN: 00164388 DIN: 09256690
Khushboo Pasari
Company Secretary
Membership No.- F7347
321
SAILENT FEATURES OF FINANCIAL STATEMENT OF SSUBSIDIARIES / ASSOCIATES AS PER SECTION
322
129 (3) OF THE COMPANIES ACT, 2013, READ WITH RULE 5 OF COMPANIES(ACCOUNTS) RULES,
2015 IN THE PRESCRIBED FORM AOC-1
Solar
Solar Mining
Venture
Services
Solar Solar Company Solar
Solar Pty Limited Solar
Name of Solar Solar Solar Solar Solar Mining Solar Solar Solar Solar Nitro Patlayici Limited Solar Mining Astra
Economic Emul Tek Solar Solar Solar Overseas Nigachem Solar PT.Solar (Formely Mining Solar
Subsidiaries Defence Overseas Overseas Overseas Industries Services Nitro Nitro Madencilik Zimbabwe Maddeler (Formely Mining Services- Resources
Explosives Private Avionics Defence Explochem Netherlands Nigeria Explochem Mining known as Services Nitro
Particulars Systems Mauritius Netherlands Singapore Africa Pty Ltd Chemicals Ghana Hizmetleri Private San. Ve known Services- Burkina (Pty)
Limited Limited Limited Limited Limited Cooperatie Ltd Zambia Ltd Services Australian Cote SARL
Limited Ltd B.V. Pte Ltd Limited (South Limited Limited A.S Limited Tic. Ano as Laghe Albania Faso Limited
U.A. Explosive d’Ivoire
Africa) Sirketi Venture
Technologies
Company
Group Pty Ltd
Limited)
The date 16.08.1995 01.04.2015 16.11.2020 10.03.2016 21.03.2016 29.04.2022 21.08.2009 02.10.2009 05.01.2011 16.11.2009 31.07.1987 29.07.2009 04.06.2014 28.02.2008 09.02.2015 16.02.2010 09.01.2008 22.12.2017 25.01.2018 10.10.2018 05.06.2007 26.08.2016 04.11.2019 22.04.2021 06.04.2021 20.04.2015 05.12.2022
since when
subsidiary
was acquired/
Incorporated
Reporting NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
period for the
subsidiary
concerned, if
Solar Industries India Limited / Annual Report 2022-23
different from
the holding
company's
reporting
period
Reporting INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR INR
Currency
Exchange
Rate
Capital 4.80 5.97 0.05 0.05 0.05 0.05 106.65 190.36 106.32 86.03 17.87 0.02 0.91 26.56 215.38 0.00 27.91 26.34 1.07 0.00 30.15 0.06 0.01 0.49 0.01 4.07 0
Reserves 869.53 (5.24) (0.03) (0.02) (0.02) (0.11) 242.18 (40.14) (50.17) (3.95) 100.01 97.87 (11.51) (2.13) (167.85) 42.44 (2.93) (14.54) 7.55 0.04 118.30 4.83 (0.03) (0.14) (0.00) -16.01 0
Total Assets 1,379.88 80.35 0.02 0.03 0.03 8.55 1,096.03 467.91 187.94 90.10 552.90 188.18 36.02 46.24 362.83 186.68 81.70 81.37 16.68 0.05 414.87 28.14 0.00 0.37 0.01 27.07 0
Total Liabilities 505.55 79.62 0.00 0.00 0.00 8.61 747.20 317.69 131.78 8.02 435.03 90.30 46.63 21.80 315.31 144.24 56.72 69.58 8.06 0.01 266.42 23.25 0.02 0.02 0.00 39.01 0
Details of Nil Nil Nil 0.03 0.03 Nil Nil Nil Nil Nil Nil 0.01 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Investments
(Except
Investment in
subsidiaries)
Turnover 859.04 199.27 Nil Nil Nil Nil 152.21 - - - 879.45 237.08 - 3.90 333.36 127.04 44.60 122.08 61.49 - 826.48 76.23 - 0.28 - 0 0
Profit before 239.20 10.70 (0.00) (0.01) (0.01) (0.11) 78.05 (13.36) (5.42) (1.26) 140.66 39.34 (5.44) (0.17) (50.46) (7.75) 1.09 (15.89) 5.01 0.10 70.03 2.93 (0.00) 0.04 (0.00) (1.97) 0
Taxation
SAILENT FEATURES OF FINANCIAL STATEMENT OF SSUBSIDIARIES / ASSOCIATES AS PER SECTION
129 (3) OF THE COMPANIES ACT, 2013, READ WITH RULE 5 OF COMPANIES(ACCOUNTS) RULES,
2015 IN THE PRESCRIBED FORM AOC-1
Sr No 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27
Solar
Solar Mining
Venture
Services
Solar Solar Company Solar
Solar Pty Limited Solar
Name of Solar Solar Solar Solar Solar Mining Solar Solar Solar Solar Nitro Patlayici Limited Solar Mining Astra
Economic Emul Tek Solar Solar Solar Overseas Nigachem Solar PT.Solar (Formely Mining Solar
Subsidiaries Defence Overseas Overseas Overseas Industries Services Nitro Nitro Madencilik Zimbabwe Maddeler (Formely Mining Services- Resources
Explosives Private Avionics Defence Explochem Netherlands Nigeria Explochem Mining known as Services Nitro
Particulars Systems Mauritius Netherlands Singapore Africa Pty Ltd Chemicals Ghana Hizmetleri Private San. Ve known Services- Burkina (Pty)
Limited Limited Limited Limited Limited Cooperatie Ltd Zambia Ltd Services Australian Cote SARL
Limited Ltd B.V. Pte Ltd Limited (South Limited Limited A.S Limited Tic. Ano as Laghe Albania Faso Limited
U.A. Explosive d’Ivoire
Africa) Sirketi Venture
Technologies
Company
Group Pty Ltd
Limited)
Provision for 63.13 2.09 (0.00) (0.01) (0.01) (0.11) 8.36 - - - 46.88 8.88 - - (13.56) (1.95) 0.37 (3.54) 1.31 0.02 18.42 0.72 - - - 0 0
Taxation
Profit after 176.07 8.61 (0.00) (0.01) (0.01) (0.11) 69.69 (13.36) (5.42) (1.26) 93.78 30.46 (5.44) (0.17) (36.90) (5.80) 0.71 (12.35) 3.71 0.07 51.60 2.21 (0.00) 0.04 (0.00) (1.97) 0
Taxation
Statutory Reports
Proposed
Dividend
% of 100% 100% 100% 100% 100% 100% 100% Fellow Subsidaries
Shareholding
Contribution 21.71% 1.06% 0.00% 0.00% 0.00% -0.01% 8.59% -1.65% -0.67% -0.16% 11.56% 3.76% -0.67% -0.02% -4.55% -0.72% 0.09% -1.52% 0.46% 0.01% 6.36% 0.27% 0.00% 0.01% 0.00% -0.24% 0.00%
to the overall
performance
of the
Company
Notes:
Solar Nitro SARL was incorporated on 05.12.2022 and has not commenced its busniess operation
B. Names of subsidiaries which have been liquidated or sold during the year
Financial Statements
Nil
C. Refer Note 2.1 of Consolidated Financial Statements to see relation with the subsidiary, equity holding and Country of incorporation for each subsidiary.
D. Financial information is based on Audited Results of subsidiaries. The reporting period of the subsidiary is same as that of holding Company.
28th Annual General Meeting
323
SAILENT FEATURES OF FINANCIAL STATEMENT OF SSUBSIDIARIES / ASSOCIATES AS PER SECTION
324
129 (3) OF THE COMPANIES ACT, 2013, READ WITH RULE 5 OF COMPANIES(ACCOUNTS) RULES,
2015 IN THE PRESCRIBED FORM AOC-1
Statement pursuant to Section 129 (3) of the Companies Act,2013 related to Associate Companies and joint ventures
Notes:
Solar Industries India Limited / Annual Report 2022-23
B. Zmotion Autonomous Systems Private Limited became Associate of the Company w.e.f. April 6, 2022.
C. Name of associates or Joint ventures which are yet to commence operations : NIL
D. Name of the associates or Joint ventures which have been sold during the year: NIL
Khushboo Pasari
Company Secretary
Place : Nagpur & Compliance Officer
Date: May 03, 2023 Membership No.- F7347
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Notice
Notice is hereby given that the Twenty Eighth Annual General ITEM NO. 3
Meeting (AGM) of the Members of Solar Industries India Limited
(CIN: L74999MH1995PLC085878) (“the Company”) will be held Appointment of Director retiring by Rotation
on Wednesday, June 21, 2023 at 11:30 a.m. through Video
To appoint a Director in place of Shri Milind Deshmukh
Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) without
(DIN: 09256690), who retires by rotation and being eligible offers
the physical presence of the Members at a common venue to
himself for Re-appointment and in this regard, to consider and if
transact the businesses mentioned below. The venue of the meeting
thought fit, pass the following resolution as an Ordinary Resolution.
shall be deemed to be the Registered Office of the Company i.e.
“Solar” House, 14 Kachimet, Amravati road, Nagpur- 440023. “RESOLVED THAT in accordance with the provisions of
Section 152 and other applicable provisions of the Companies
ORDINARY BUSINESS: Act, 2013, Shri Milind Deshmukh (DIN: 09256690), who retires by
rotation at this meeting, be and is hereby appointed as a Director of
ITEM NO. 1 the Company liable to retire by rotation.”
325
Solar Industries India Limited / Annual Report 2022-23
RESOLVED FURTHER THAT in the event of loss or inadequacy of Regulations, 2015 (including any statutory modification(s) and/or
profits in any financial year during the aforesaid period, the Company re-enactment(s) thereof for the time being in force), and pursuant
will pay Shri Suresh Menon (DIN: 07104090), remuneration, to the recommendation of the Nomination and Remuneration
perquisites, allowances, benefits and amenities not exceeding the Committee and the Board of Directors of the company, Smt. Sujitha
limits specified under Section 197 read with Schedule V of the Karnad (DIN: 07787485), who was appointed as a Non-Executive
Act, rules made thereunder and other applicable laws, regulations, Independent Director for the first term of 2 (Two) consecutive years
as amended from time to time as may be decided by the Board of up to the conclusion of 28th Annual General Meeting, who has
Directors, subject to necessary sanctions and approvals. submitted a declaration that she meets the criteria of independence
under section 149(6) of the Companies Act, 2013 and SEBI
RESOLVED FURTHER THAT the Board of Directors of the Company
(Listing Obligations and Disclosure Requirements) Regulations,
be and are hereby authorised to alter and/or vary the terms and
2015, in respect of whom the Company has received a notice in
conditions of the said re–appointment and/or enhance, enlarge,
writing under Section 160 of the Act, from a Member proposing
widen, alter or vary the scope and quantum of remuneration,
her candidature for the office of Director and who is eligible for
perquisites, allowances, benefits and amenities payable to
re-appointment for the second term, be and is hereby re-appointed
Shri Suresh Menon (DIN: 07104090), in the light of further progress
as a Non-Executive Independent Director of the Company, not liable
of the Company which shall be in accordance with the prescribed
to retire by rotation, to hold office for second term of 3 (Three)
provisions of the Act and the Rules made thereunder (including any
consecutive years commencing from June 21, 2023 upto the
statutory modification(s) and/or re-enactment(s) thereof for the
conclusion of 31st Annual General Meeting of the Company to be
time being in force).
held in the financial year 2026.
RESOLVED FURTHER THAT the Board of Directors (including
RESOLVED FURTHER THAT the Board of Directors (including
its Committee thereof) and/or Mrs. Khushboo Pasari, Company
its Committee thereof) and/or Mrs. Khushboo Pasari, Company
Secretary and Compliance Officer of the Company, be and are
Secretary and Compliance Officer of the Company, be and are
hereby authorised to do all such acts deeds, matters and things as
hereby authorised to do all such acts deeds, matters and things as
may be considered necessary desirable or expedient to give effect
may be considered necessary desirable or expedient to give effect
to this resolution.”
to this resolution.”
ITEM NO. 5
ITEM NO. 6
Re-appointment of Smt. Sujitha Karnad (DIN: 07787485) as a
Non-Executive Independent Director of the Company Alteration of Articles of Association (“AOA”) of the Company
To consider and if thought fit, to pass with or without modification, To consider and if thought fit, to pass with or without modification,
the following resolution as a Special Resolution: the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150 “RESOLVED THAT pursuant to Section 14 and all other applicable
and 152 read with Schedule IV and other applicable provisions, provisions, if any, of the Companies Act, 2013 (including any
if any, of the Companies Act, 2013 and the Companies (Appointment statutory modification(s) or re-enactment thereof for the time
and Qualification of Directors) Rules, 2014 (including any statutory being in force), and such other rules and regulations, as may be
modification(s) or re-enactment thereof for the time being in force) applicable, the approval of the Members of the Company be and
read with Regulation 16(1)(b) and other applicable regulations is hereby accorded for alteration of Articles of Association of the
of the SEBI (Listing Obligations and Disclosure Requirements) Company by inserting clause 92 after clause 91 in the Articles of
Association with the following:
92. Notwithstanding anything to the contrary contained in these Articles, so long as any money shall be owing Appointment of
by the Company to any financial institutions, corporations, banks or such other financing entities or through Nominee Director
Debenture Trustees or so long as any of the aforesaid banks, financial institutions or such other financing
entities hold any shares/debentures in the Company as a result of subscription or so long as any guarantee
given by any of the aforesaid entities in respect of any financial obligation or commitment of the Company
remains outstanding in terms of payment of interest or repayment of principal amount, then in that event
any of the said financial institutions or Debenture Trustees or such other financing entities shall, subject to an
agreement in that behalf between it and the Company, have a right but not an obligation, to appoint one or
more persons as Director(s) on the Board of Director as their nominee on the Board of Company in accordance
with the applicable laws. The aforesaid financial institutions or Debenture Trustees or such other financing
entities may at any time and from time to time remove the Nominee Director appointed by it and may in
the event of such removal and also in case of the Nominee Director ceasing to hold office for any reason
whatsoever including resignation or death, appoint other or others to fill up the vacancy. Such appointment
or removal shall be made in writing by the relevant institution and shall be delivered to the Company and the
Company shall have no power to remove the Nominee Director from office. Each such Nominee Director shall
be entitled to attend all General Meetings, Board Meetings and meetings of the Committee of which he or she
is a member and he or she and the financial institutions or such other financing entities appointing him shall
also be entitled to receive notice of all such meetings in accordance with the applicable laws.
326
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
RESOLVED FURTHER THAT Shareholders of the Company be by this resolution, to create mortgage and/or charge on all or any of
and are hereby adopt a revised set of Articles of Association by the movable and/or immovable assets of the Company, both present
considering the above-mentioned alteration and the subsequent and future and/or whole or any part of the Company in favour of the
clauses of Articles of Association to be re-numbered accordingly. lenders, agents, trustees for securing the borrowings of the Company
availed/to be availed by way of loans (in foreign currency and/or in
RESOLVED FURTHER THAT the Board of Directors (including its Indian currency) and securities (comprising of fully/partly convertible
Committee thereof) and/or Mrs. Khushboo Pasari, Company Secretary debentures and/or secured premium notes and/or floating rates
and Compliance Officer of the Company, be and are hereby authorised notes/ bonds or other debt instruments) issued/to be issued by the
to do all such acts deeds, matters and things as may be considered Company from time to time, in one or more trenches, up to an
necessary desirable or expedient to give effect to this resolution.” aggregate limit of H 3000 Crores (Rupees Three Thousand Crores
Only) together with interest as agreed, additional interest in Case of
ITEM NO. 7
default, accumulated interest, liquidated damages and commitment
Increase in Limits of Borrowings u/s 180 (1) (c) of the Companies charges, all other costs, charges and expenses and all other monies
Act, 2013. payable by the Company in terms of respective loan agreement(s)
or any other document entered /to be entered into between the
To consider and if thought fit, to pass with or without modification, Company and the lenders/ agents/investors and trustees in respect
the following resolution as a Special Resolution: of enforcement of security as may be stipulated in that behalf and
agreed to between the Board of Directors or any committees thereof
“RESOLVED THAT subject to the provisions of Section 180 (1) (c) and the lenders, agents or trustees.
and other applicable provisions if any, of the Companies Act, 2013
(including any statutory modifications or re-enactments thereof, RESOLVED FURTHER THAT the Board of Directors (including its
for the time being in force), and the Articles of Association of the Committee thereof) be and is hereby authorized to finalise, settle
Company and further subject to approval of the shareholders of the and execute such documents/deeds/writing/papers/ agreements as
Company and in supersession of all the earlier resolutions passed may be required and do all such acts, deeds, matters and things,
in this regard, the consent of members of the Company be and is as it may in its absolute discretion deemed necessary, proper or
hereby accorded to the Board of Directors (hereinafter referred to desirable and to settle any question, difficulty or doubt that may
as the Board), including any committee thereof for the time being arise in regard to Creation of Charge on Movable and immovable
exercising the powers conferred on them by this resolution, to properties of the Company, both present and future as aforesaid.”
borrow money for and on behalf of Company from time to time as
deemed by it to be requisite and proper for the business of Company, ITEM NO. 9
but so that the moneys to be borrowed together with the moneys
Ratification of Cost Auditor`s Remuneration for the financial
already borrowed by the Company, which will or may exceed the
year ending March 31, 2024.
aggregate of its paid-up share capital, free reserves and securities
premium of the Company as per the latest annual audited financial To consider and if thought fit, to pass, with or without modification(s),
statements shall not exceed and may limit to H 3000 Crores (Rupees the following resolution as an Ordinary Resolution:
Three Thousand Crores Only), apart from temporary loans obtained
from the Company’s bankers in the ordinary course of business. “RESOLVED THAT pursuant to the provisions of Section 148 and
other applicable provisions, if any, of the Companies Act, 2013 read
RESOLVED FURTHER THAT the Board of Directors (including its with the Companies (Audit and Auditors) Rules, 2014 (including
Committee thereof) be and are hereby authorised to do all such acts any statutory modification(s) or re-enactment(s) thereof, for the
deeds, matters and things to execute all such documents, instruments time being in force), and recommendation of the Audit Committee,
and writings as may be required and to delegate all or any of the the remuneration, as approved by the Board of Directors and set
power herein conferred to any Committee of Directors or the out in the statement annexed to the Notice convening this Meeting,
Managing Director or any other Director or any other officer(s) of to be paid to M/s. Khanuja Patra & Associates, Nagpur, the Cost
the Company or any other person(s) to give effect to this Resolution” Auditors appointed by the Board of Directors of the Company, to
conduct the audit of cost records of the Company for the financial
ITEM NO. 8
year ending March 31, 2024, be and is hereby ratified.
Increase in limits of providing security u/s 180 (1) (a) of the
RESOLVED FURTHER THAT The Board of Directors (including its
Companies Act, 2013 in connection with the borrowing of the
Committee thereof) and/or Mrs. Khushboo Pasari, Company Secretary
Company.
and Compliance Officer of the Company be and are hereby authorised
To consider and if thought fit, to pass with or without modification, to do all such acts deeds, matters and things as may be considered
the following resolution as a Special Resolution: necessary, desirable or expedient to give effect to this resolution.”
“RESOLVED THAT pursuant to the provisions of Section 180 (1) (a) By order of the Board of Directors
of the Companies Act, 2013, including any statutory modifications or For Solar Industries India Limited
re-enactments thereof, the rules notified thereunder and the Articles
of Association of the Company, and further subject to approval of
Sd/-
the shareholders of the Company and in supersession of all the
Khushboo A. Pasari
earlier resolutions passed in this regard, the consent of members of
the Company be and is hereby accorded to the Board of Directors Company Secretary &
(hereinafter referred to as the Board), including any committee Date: May 03, 2023 Compliance Officer
thereof for the time being exercising the powers conferred on them Place: Nagpur Membership No.- F7347
327
Solar Industries India Limited / Annual Report 2022-23
Notes:
1. The respective Explanatory Statements, pursuant e. Pursuant to the provisions of Section 108 of the
to Section 102 of the Companies Act, 2013 and SEBI Companies Act, 2013 read with Rule 20 of the Companies
(Listing Obligations and Disclosure Requirements) (Management and Administration) Rules, 2014
Regulations, 2015, in respect of the business under (as amended), Secretarial Standards on General Meeting
Item Nos. 4 to 9 of the accompanying Notice are (SS-2) issued by the Institute of Company Secretaries
annexed hereto. of India (“ICSI”) and Regulation 44 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations 2015
(as amended), and the Circulars issued by the Ministry of
2. General instructions for accessing and
Corporate Affairs dated April 08, 2020, April 13, 2020
participating in the 28th Annual General
and May 05, 2020 , January 13, 2021 and December 28,
Meeting(AGM) through VC/OAVM Facility and
2022 the Company is providing facility of e-Voting to its
voting through electronic means including remote
Members in respect of the business to be transacted at
e-Voting:
the AGM. For this purpose, the Company has entered into
a. The Ministry of Corporate Affairs (“MCA”) has vide its an agreement with National Securities Depository Limited
Circular No. 14/2020 dated April 08, 2020, Circular (NSDL) for facilitating voting through electronic means,
No.17/2020 dated April 13, 2020 followed by Circular as the authorized agency. The facility of casting votes by
No. 20/2020 dated May 05, 2020, Circular No. 02/2021 a member using remote e-Voting system as well as venue
dated January 13, 2021, Circular No. 02/2022 dated voting on the date of the AGM will be provided by NSDL.
May 05, 2022 and Circular No. 10/2022 dated December
f. In line with the Ministry of Corporate Affairs Circular
28, 2022 and all other relevant circulars issued from time
No. 17/2020 dated April 13, 2020, the Notice calling
to time (collectively referred to as “MCA Circulars”),
the AGM has been uploaded on the website of the
permitted conveying Annual General Meeting through
Company at www.solargroup.com. The Notice can also be
video conferencing (“VC”) or other audio visual means
accessed from the websites of the Stock Exchanges i.e.
(“OAVM”) without physical presence of the members at
BSE Limited and National Stock Exchange of India Limited at
a common venue. Hence, the members can attend and
www.bseindia.com and www.nseindia.com respectively
participate in the ensuing AGM through VC/OAVM.
and the AGM Notice is also available on the website of
b. A proxy is allowed to be appointed under Section 105 of NSDL (agency for providing the e-Voting facility) i.e.
the Companies Act, 2013 to attend and vote at the general www.evoting.nsdl.com.
meeting on behalf of a member who is not able to attend
g. Pursuant to Finance Act 2020, dividend income will be
personally. Since the AGM will be conducted through
taxable in the hands of shareholders w.e.f. April 1, 2020
VC/OAVM, there is no requirement of appointment of
and the Company is required to deduct tax at source
proxies. Hence, Proxy Form and Attendance Slip including
from dividend paid to shareholders at the prescribed
Route Map are not annexed to this Notice. However,
rates. For the prescribed rates for various categories, the
the Body Corporates are entitled to appoint authorised
shareholders are requested to refer to the Finance Act,
representatives to attend the AGM through VC/OAVM and
2020 and amendments thereof. The shareholders are
participate there at and cast their votes through e-voting.
requested to update their PAN with the Company (in case
c. The Members can join the AGM in the VC/OAVM mode of shares held in physical mode) and depositories (in case
15 minutes before and after the scheduled time of the of shares held in demat mode).
commencement of the Meeting by following the procedure
A Resident individual shareholder with PAN and who
mentioned in the Notice. The facility of participation at
is not liable to pay income tax can submit a yearly
the AGM through VC/OAVM will be made available for
declaration in Form No. 15G/15H, to avail the benefit of
1000 members on first come first served basis. This will
non-deduction of tax at source by uploading at https://
not include large Shareholders (Shareholders holding 2%
web.linkintime.co.in/formsreg/submission-of-form-15g-
or more shareholding), Promoters, Institutional Investors,
15h.html by 11:59 p.m. IST on Wednesday, June 07,
Directors, Key Managerial Personnel, the Chairpersons
2023. Shareholders are requested to note that in case
of the Audit Committee, Nomination and Remuneration
their PAN is not registered, the tax will be deducted at a
Committee and Stakeholders Relationship Committee,
higher rate of 20%.
Auditors etc. who are allowed to attend the AGM without
restriction on account of first come first served basis. Non-resident shareholders can avail beneficial rates under
tax treaty between India and their country of residence,
d. The attendance of the Members (Member’s Logins)
subject to providing necessary documents i.e. No Permanent
attending the AGM through VC/OAVM will be counted for
Establishment and Beneficial Ownership Declaration, Tax
the purpose of reckoning the quorum under Section 103
Residency Certificate, Form 10F, any other document which
of the Companies Act, 2013.
may be required to avail the tax treaty benefits by uploading
328
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and
a Verification Code as shown on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website
of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for seamless voting experience.
329
Solar Industries India Limited / Annual Report 2022-23
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password
option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities
in demat mode and shareholders holding securities in physical mode.
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on
a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your
existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can
proceed to Step 2 i.e. Cast your vote electronically.
330
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
5. Password details for shareholders other than Individual d) Members can also use the OTP (One Time Password)
shareholders are given below: based login for casting the votes on the e-Voting
system of NSDL.
a) If you are already registered for e-Voting, then
you can use your existing password to login and 7. After entering your password, tick on Agree to “Terms and
cast your vote. Conditions” by selecting on the check box.
b) If you are using NSDL e-Voting system for the first 8. Now, you will have to click on “Login” button.
time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve 9. After you click on the “Login” button, Home page of
your ‘initial password’, you need to enter the e-Voting will open.
‘initial password’ and the system will force you to
Step 2: Cast your vote electronically and join General
change your password.
Meeting on NSDL e-Voting system.
c) How to retrieve your ‘initial password’?
How to cast your vote electronically and join General
(i) If your email ID is registered in your demat Meeting on NSDL e-Voting system?
account or with the company, your ‘initial
1. After successful login at Step 1, you will be able to see
password’ is communicated to you on your
all the companies “EVEN” in which you are holding
email ID. Trace the email sent to you from NSDL
shares and whose voting cycle and General Meeting is
from your mailbox. Open the email and open
in active status.
the attachment i.e. a .pdf file. Open the .pdf file.
The password to open the .pdf file is your 8 digit 2. Select “EVEN” of company for which you wish to cast
client ID for NSDL account, last 8 digits of client your vote during the remote e-Voting period and casting
ID for CDSL account or folio number for shares your vote during the General Meeting. For joining virtual
held in physical form. The .pdf file contains your meeting, you need to click on “VC/OAVM” link placed
‘User ID’ and your ‘initial password’. under “Join Meeting”.
(ii) If your email ID is not registered, please follow 3. Now you are ready for e-Voting as the Voting page opens.
steps mentioned below in process for those
shareholders whose email ids are not registered. 4. Cast your vote by selecting appropriate options i.e. assent
or dissent, verify/modify the number of shares for which
6. If you are unable to retrieve or have not received the “ you wish to cast your vote and click on “Submit” and also
Initial password” or have forgotten your password: “Confirm” when prompted.
a) Click on “Forgot User Details/Password?”(If you 5. Upon confirmation, the message “Vote cast successfully”
are holding shares in your demat account with NSDL will be displayed.
or CDSL) option available on www.evoting.nsdl.com.
6. You can also take the printout of the votes cast by you by
b) “Physical User Reset Password?” (If you are clicking on the print option on the confirmation page.
holding shares in physical mode) option available on
www.evoting.nsdl.com. 7. Once you confirm your vote on the resolution, you will
not be allowed to modify your vote
c) If you are still unable to get the password by
aforesaid two options, you can send a request at General Guidelines for shareholders
[email protected] mentioning your demat account
1. It is strongly recommended not to share your password
number/folio number, your PAN, your name and your
with any other person and take utmost care to keep your
registered address etc.
password confidential. Login to the e-voting website
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Solar Industries India Limited / Annual Report 2022-23
will be disabled upon five unsuccessful attempts to key announce the start of the casting of vote through the
in the correct password. In such an event, you will need e-Voting system. After the Members participating through
to go through the “Forgot User Details/Password?” or VC/OAVM Facility, eligible and interested to cast votes,
“Physical User Reset Password?” option available on have cast the votes, the e-Voting will be closed with the
www.evoting.nsdl.com to reset the password. formal announcement of closure of the AGM.
2. The voting rights of Members shall be in proportion to their 8. The Scrutinizer shall after the conclusion of e-Voting
share in the paid up equity share capital of the Company at the AGM, first download the votes cast at the AGM
as on the cut-off date of Wednesday, June 14, 2023. and thereafter unblock the votes cast through remote
e-Voting and shall make a consolidated scrutinizer’s report
3. Any person holding shares in physical form and of the total votes cast in favour or against, invalid votes,
non-individual shareholders, who acquires shares of the if any, and whether the resolution has been carried or not,
Company and becomes member of the Company after and such Report shall then be sent to the Chairman or
the notice is send through e-mail and holding shares as a person authorized by him who shall then countersign
of the cut-off date i.e. Wednesday, June 14, 2023 may and declare the result of the voting forthwith. The
obtain the login ID and password by sending a request results shall be announced within two working days of
at [email protected] or Issuer/RTA. However, if you are conclusion of AGM.
already registered with NSDL for remote e-voting, then
you can use your existing user ID and password for casting 9. The Results declared along with the report of the
your vote. If you forgot your password, you can reset Scrutinizer shall be placed on the website of the Company
your password by using “Forgot User Details/ Password” at www.solargroup.com and on the website of NSDL at
or “Physical User Reset Password” option available on www.evoting.nsdl.com immediately after the declaration
www.evoting.nsdl.com or call on toll free no. 1800 1020 of Results by the Chairman or a person authorized by him.
990 and 1800 22 44 30 . In case of Individual Shareholders The results shall also be immediately forwarded to both
holding securities in demat mode who acquires shares of the stock exchanges i.e. BSE Limited and National Stock
the Company and becomes a Member of the Company Exchange of India Limited, Mumbai.
after sending of the Notice and holding shares as of the
cut-off date i.e. Wednesday, June 14, 2023 may follow 10. In case of any queries, you may refer the Frequently
steps mentioned in the Notice of the AGM under “Access Asked Questions (FAQs) for Shareholders and e-voting
to NSDL e-Voting system” user manual for Shareholders available at the download
section of www.evoting.nsdl.com or call on.: 022 -
4. A person, whose name is recorded in the Register 4886 7000 and 022 - 2499 7000 or send a request to
of Members or in the Register of Beneficial Owners Ms. Soni Singh, Assistant Manager at [email protected]
maintained by the depositories as on the cut-off date only
shall be entitled to avail the facility of remote e-Voting or Process for those shareholders whose email ids are not
casting vote through e-Voting system during the meeting. registered with the depositories for procuring user id and
password and registration of e mail ids for e-voting for the
5. Shri Tushar Pahade, Proprietor at M/s T. S Pahade & resolutions set out in this notice:
Associates, Company Secretaries, has been appointed as
the Scrutinizer to scrutinize the remote e-Voting process 1. In case shares are held in physical mode please send scan
and casting vote through the e-Voting system during the copy of a signed request letter mentioning your folio
meeting in a fair and transparent manner. number, complete address, scanned copy of the share
certificate (front and back) email address to be registered
6. Institutional shareholders (i.e. other than individuals, along with scanned self-attested copy of the PAN and
HUF, NRI etc.) are required to send scanned copy any document (such as Driving Licence, Passport, Bank
(PDF/JPG Format) of the relevant Board Resolution/ Statement, Aadhar card) supporting the registered address
Authority letter etc. with attested specimen signature of the Member, by email to the Company’s email address
of the duly authorized signatory(ies) who are authorized [email protected] or rnt.helpdesk@
to vote, to the Scrutinizer by e-mail to tusharpahade@ linkintime.co.in.
gmail.com with a copy marked to [email protected].
Institutional shareholders (i.e. other than individuals, HUF, 2. In case shares are held in demat mode, please provide
NRI etc.) can also upload their Board Resolution / Power DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
of Attorney / Authority Letter etc. by clicking on “Upload ID), Name, client master or copy of Consolidated Account
Board Resolution / Authority Letter” displayed under statement, PAN (self attested scanned copy of PAN
“e-Voting” tab in their login. card), AADHAR (self attested scanned copy of Aadhar
Card) to [email protected]. If you are
7. During the AGM, the Chairman shall, after response to an Individual shareholders holding securities in demat
the questions raised by the Members in advance or as a mode, you are requested to refer to the login method
speaker at the AGM, formally propose to the Members explained at step 1 (A) i.e. Login method for e-Voting and
participating through VC/OAVM Facility to vote on the joining virtual meeting for Individual shareholders holding
resolutions as set out in the Notice of the AGM and securities in demat mode.
332
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
3. Alternatively shareholder/members may send a request to recommended to use Stable Wi-Fi or LAN Connection to
[email protected] for procuring user id and password for mitigate any kind of aforesaid glitches.
e-voting by providing above mentioned documents.
5. Members who would like to express their views/have
4. In terms of SEBI circular dated December 9, 2020 on questions need to register themselves as a speaker by
e-Voting facility provided by Listed Companies, Individual sending their request from their registered email address
shareholders holding securities in demat mode are allowed mentioning their name, DP ID and Client ID number/ folio
to vote through their demat account maintained with number and mobile number, to reach the Company’s
Depositories and Depository Participants. Shareholders email address [email protected] at least
are required to update their mobile number and email 48 hours in advance before the start of the AGM i.e. by
ID correctly in their demat account in order to access Monday, June 19, 2023 by 11:30 a.m. IST. The same will
e-Voting facility. be replied by the company suitably. Those Members who
have registered themselves as a speaker shall be allowed
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE
to ask questions during the AGM, depending upon the
DAY OF THE AGM ARE AS UNDER:-
availability of time. The Company reserves the right to
1. The procedure for e-Voting on the day of the AGM is same restrict the number of speakers and time for each speaker
as the instructions mentioned above for remote e-voting. depending upon the availability of time for the AGM.
2. Only those Members/ shareholders, who will be present in 6. Institutional Investors, who are Members of the Company,
the AGM through VC/OAVM facility and have not casted are encouraged to attend and vote in the AGM through
their vote on the Resolutions through remote e-Voting and VC/OAVM Facility.
are otherwise not barred from doing so, shall be eligible to
4. In compliance with SEBI Circular dated May 12, 2020,
vote through e-Voting system in the AGM.
January 5, 2023 and MCA Circulars, Notice of the AGM and the
3. Members who have voted through Remote e-Voting will Annual Report for the financial year 2022-23 including therein
be eligible to attend the AGM. However, they will not be the Audited Financial Statements for financial year 2022-
eligible to vote at the AGM. 23, are being sent only by email to the Members. Therefore,
those Members, whose email address is not registered with
4. The details of the person who may be contacted for any the Company or with their respective Depository Participant/s,
grievances connected with the facility for e-Voting on the and who wish to receive the Notice of the AGM and the
day of the AGM shall be the same person mentioned for Annual Report for the financial year 2022-23 and all other
Remote e-voting. communication sent by the Company, from time to time,
can get their email address registered by following the steps
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE 28th as given below:-
AGM THROUGH VC/OAVM ARE AS UNDER:
a. For Members holding shares in physical form, please send
1. Member will be provided with a facility to attend the AGM scan copy of a signed request letter mentioning your folio
through VC/OAVM through the NSDL e-Voting system. number, complete address, email address to be registered
Members may access by following the steps mentioned along with scanned self-attested copy of the PAN and
above for Access to NSDL e-Voting system. After any document (such as Driving Licence, Passport, Bank
successful login, you can see link of “VC/OAVM” placed Statement, Aadhar card) supporting the registered address
under “Join meeting” menu against company name. You of the Member, by email to the Company’s email address
are requested to click on VC/OAVM link placed under Join [email protected].
Meeting menu. The link for VC/OAVM will be available in
Shareholder/Member login where the EVEN of Company b. For the Members holding shares in demat form, please
will be displayed. Please note that the members who do update your email address through your respective
not have the User ID and Password for e-Voting or have Depository Participant/s.
forgotten the User ID and Password may retrieve the same
by following the remote e-Voting instructions mentioned 5. The Notice of the AGM and the Annual Report for the
in the notice to avoid last minute rush. financial year 2022-23 including therein the Audited Financial
Statements for the financial year 2022-23, will be available
2. Members are encouraged to join the Meeting through on the website of the Company at www.solargroup.com and
Laptops for better experience. the website of BSE Limited at www.bseindia.com and National
Stock Exchange of India Limited at www.nseindia.com. The
3. Further Members will be required to allow Camera and Notice of AGM will also be available on the website of NSDL at
use Internet with a good speed to avoid any disturbance www.evoting.nsdl.com.
during the meeting.
6. The Register of Members and the Share Transfer books of the
4. Please note that Participants Connecting from Mobile Company will remain closed from Saturday, June 10, 2023
Devices or Tablets or through Laptop connecting via to Wednesday, June 21, 2023 both days inclusive, for annual
Mobile Hotspot may experience Audio/Video loss due to closing and determining the entitlement of the Members to the
Fluctuation in their respective network. It is therefore final Dividend for financial year 2022-23.
333
Solar Industries India Limited / Annual Report 2022-23
7. The Board of Directors has recommended Final Dividend of registered with the Company. For the Members holding
H 8/- per Equity Share of face value of H 2.00 each for the year shares in demat form, please update your Electronic Bank
ended March 31, 2023 that is proposed to be paid on Friday Mandate through your Depository Participant/s.
June 30, 2023 subject to the approval of the shareholders at
12. In the event the Company is unable to pay the dividend to any
the AGM of the Company.
Member directly in their bank accounts through Electronic
8. The Company has fixed Friday June 09, 2023 as the Clearing Service or any other means, due to non-registration
‘Record Date’ for determining entitlement of members to of the Electronic Bank Mandate, the Company shall dispatch
final dividend for the financial year ended March 31, 2023, the dividend warrant/ Bankers’ cheque/ demand draft
if approved at the AGM. to such Member.
9. If the final dividend, as recommended by the Board of 13. Pursuant to the provisions of Section 124 of the Act, Investor
Directors, is approved at the AGM, payment of such dividend Education and Protection Fund Authority (Accounting, Audit,
subject to deduction of tax at source will be made on Friday Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
June 30, 2023 as under: relevant circulars and amendments thereto, the amount of
dividend remaining unpaid or unclaimed for a period of seven
a. To all Beneficial Owners in respect of shares held years from the due date is required to be transferred to the
in dematerialized form as per the data as may be Investor Education and Protection Fund (“IEPF”), constituted
made available by the National Securities Depository by the Central Government. Accordingly, Company has
Limited(“NSDL”) and the Central Depository Services transferred H 40,046/- (Rupees Forty thousand forty Six Only)
(India) Limited (“CDSL”), collectively “Depositories”, as of relating to financial year 2014-15 (Final), H 22,572/- (Rupees
the close of business hours on Friday, June 09, 2023. Twenty two thousand five hundred and seventy two only)
relating to financial year 2015-16 (First interim) and H 48,727/-
b. To all Members in respect of shares held in physical
(Rupees Forty eight thousand seven hundred and twenty seven
form after giving effect to valid transfer, transmission or
only) relating to financial year 2015-16 (Second interim) during
transposition requests lodged with the Company as of the
the financial year 2022-23, to IEPF.
close of business hours on Friday, June 09, 2023.
During the current financial year 2023-24, Company will be
10. The dividend/s, if any, approved by the Members or declared by
required to transfer the unclaimed Interim Dividend for the
the Board of Directors of the Company from time to time, will
year 2016-17. Details of the unpaid/unclaimed dividend are also
be paid as per the mandate registered with the Company or
uploaded on the website of the Company at www.solargroup.com
with their respective Depository Participants.
Members who have not encashed Interim Dividend for the year
11. Further, in order to receive dividend/s in a timely manner, 2016-17 or any subsequent dividend declared by the Company,
Members holding shares in physical form who have not are advised to write to the Company immediately.
updated their mandate for receiving the dividends directly in
14. Pursuant to the provisions of IEPF Rules, all shares in respect
their bank accounts through Electronic Clearing Service or
of which dividend has not been paid or claimed for seven
any other means (“Electronic Bank Mandate”), can register
consecutive years shall be transferred by the Company to
their Electronic Bank Mandate to receive dividends directly
the designated Demat Account of the IEPF Authority (“IEPF
into their bank account electronically or any other means, by
Account”) within a period of thirty days of such shares
sending scanned copy of the following details/ documents by
becoming due to be transferred to the IEPF Account. During the
email to reach the Company’s email address investor.relations@
financial year 2022-23, 450 shares were found, which were
solargroup.com.
transferred to IEPF.
a. signed request letter mentioning your name, folio number,
Further, Members who have not claimed / encashed their
complete address and following details relating to bank
dividends in the last seven consecutive years from 2016-17 are
account in which the dividend is to be received:
advised to claim the same. In case valid claim is not received,
i. Name and Branch of Bank and Bank Account type; the Company will proceed to transfer the respective shares to
the IEPF Account in accordance with the procedure prescribed
ii. Bank Account Number allotted by your bank after under the IEPF Rules.
implementation of Core Banking Solutions;
15. To prevent fraudulent transactions, Members are advised to
iii. 11 digit IFSC Code; exercise due diligence and notify the Company of any change
in address or demise of any Member as soon as possible.
b. self-attested scanned copy of cancelled cheque bearing Members are also advised to not leave their demat account(s)
the name of the Member or first holder, in case shares dormant for long. Periodic statement of holdings should be
are held jointly; obtained from the concerned Depository Participant and
holdings should be verified from time to time.
c. self-attested scanned copy of the PAN Card; and
334
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
electronic form are, therefore, requested to submit the PAN to 19. During the AGM, Members may access the scanned copy of
their Depository Participants with whom they are maintaining Register of Directors and Key Managerial Personnel and their
their demat accounts. Members holding shares in physical form shareholding maintained under Section 170 of the Act and
can submit their PAN details to the Company. the Register of Contracts and Arrangements in which Directors
are interested maintained under Section 189 of the Act, upon
17. In terms of the Listing Regulations, securities of listed
Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com.
companies can only be transferred in dematerialized form with
effect from April 1, 2019. In view of the above, Members are 20. Details as required in sub-regulation (3) of Regulation 36 of
advised to dematerialize shares held by them in physical form. the Listing Regulations and Secretarial Standard on General
Meeting (SS-2) of ICSI, in respect of the Directors seeking
18. To support the ‘Green Initiative’, Members who have not yet
re-appointment at the AGM, forms integral part of the Notice
registered their email addresses are requested to register
of the AGM. Requisite declarations have been received from
the same with their DPs in case the shares are held by them
the Directors for seeking re-appointment.
in electronic form or with the Share Transfer Agent of the
Company in case the shares are held by them in physical form.
335
Solar Industries India Limited / Annual Report 2022-23
ITEM NO. 4
Re-Appointment of Shri Suresh Menon (DIN: 07104090) as a Whole-time Director of the Company and revision in terms of his
remuneration
Shri Suresh Menon (DIN: 07104090) was appointed as a Whole-time Director of the Company for a period of 5 (five) years effective from
May 11, 2018 to May 10, 2023.
Based on the Performance evaluation and recommendations of the Nomination and Remuneration Committee, the Board of Directors of the
Company at its meeting held on May 03, 2023, have approved the re-appointment of Shri Suresh Menon as a Whole Time Director designated
as Executive Director, liable to retire by rotation for a period of 2 (two) years from the expiry of his present term i.e from May 11, 2023
on the terms and conditions including remuneration in accordance with norms laid down in Schedule V and other applicable provisions of
Companies act, 2013 and rules made thereunder, subject to approval of the Shareholders.
Broad Particulars of the terms of re-appointment and remuneration payable to Shri Suresh Menon are as under:
Category ‘B’
a) Company’s contribution towards Provident Fund, Superannuation Fund.
b) Gratuity as may be applicable under Payment of Gratuity Act, 1972.
c) Leave Entitlement: As per Company’s Policy
Category ‘C’
a) The Company shall provide a car with chauffer. Provisions of the car for use in Company’s business will not be considered as perquisites.
Use of car for Private purpose shall be billed by the Company.
Other allowances, benefits and perquisites admissible as per Rules of the Company, from time to time framed by Nomination and
Remuneration Committe and approved by the Board.
The above may be treated as a written memorandum setting out Committees, shareholding and relationships between directors are
terms of re-appointment of Shri Suresh Menon under Section provided in Annexure to the Notice pursuant to the provisions of
190 of the Act. (i) Companies Act, 2013 (ii) the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
The Nomination and Remuneration Committee of the Company 2015 and (iii) Secretarial Standard on General Meetings (“SS-2”),
currently comprises of only independent directors and the issued by the Institute of Company Secretaries of India.
re-appointment and terms of remuneration are approved by
the Committee after considering several factors including Except the appointee Director and/or his relatives with regard to
performance evaluation. the resolution of his appointment, none of the other Directors
/ Key Managerial Personnel of the Company / their relatives are,
The brief resume of Shri Suresh Menon, nature of his expertise in any way, concerned or interested, financially or otherwise, in
in specific functional areas and names of companies in which he this resolution.
hold directorships and memberships/ chairmanships of Board
336
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
The Board recommends the Ordinary resolution at item no. 4 of this she hold directorships and memberships/ chairmanships of Board
Notice for approval by the members. Committees, shareholding and relationships between directors are
provided in Annexure to the Notice pursuant to the provisions of
ITEM NO. 5 (i) Companies Act, 2013 (ii) the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,
Re-appointment of Smt. Sujitha Karnad (DIN: 07787485) as a
2015 and (iii) Secretarial Standard on General Meetings (“SS-2”),
Non-Executive Independent Director of the Company
issued by the Institute of Company Secretaries of India.
Smt. Sujitha Karnad (DIN: 07787485) was appointed as a
Except the appointee Director and/or her relatives with regard to
Non- Executive Independent Director on the Board of the Company
the resolution of her appointment, none of the other Directors /
by the members at the 26th AGM of the Company for a period of
Key Managerial Personnel of the Company / their relatives are, in
2 (two) consecutive years commencing from the conclusion of 26th
any way, concerned or interested, financially or otherwise, in this
AGM till the conclusion of 28th AGM of the Company.
resolution. Smt. Sujitha Karnad is not related to any other Director
Based on the Performance evaluation and recommendations or Key Managerial Personnel of the Company.
of the Nomination and Remuneration Committee, the Board of
Given her skills, integrity, expertise and experience, the Board
Directors of the Company at their meeting held on May 03, 2023
considers it desirable and in the interest of the Company to continue
have approved the re-appointment of Smt. Sujitha Karnad as a Non-
Smt. Sujitha Karnad on the Board of the Company.
Executive Independent Director of the Company, not liable to retire
by rotation to hold office for a second term of 3 (Three) consecutive The Board recommends the Special Resolution set out at Item No. 5
years commencing from June 21, 2023 upto the conclusion of 31st of the Notice for approval by the members.
Annual General Meeting of the Company to be held in the financial
year 2026, subject to approval of the Shareholders. ITEM NO. 6
Smt. Sujitha Karnad has given a declaration to the Board that she Alteration of Articles of Association of the Company
meets the criteria of Independence as provided under Section 149
(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. On February 2, 2023 the Securities and Exchange Board of India
Further, in terms of Regulation 25(8) of SEBI Listing Regulations, (“SEBI”) had notified Securities and Exchange Board of India (Issue
she has confirmed that she is not aware of any circumstance or and Listing of Non-Convertible Securities) (Amendment) Regulations,
situation which exists or may be reasonably anticipated that could 2023. As per the said amendment, Company shall ensure that its
impair or impact her ability to discharge her duties. Articles of Association require its Board of Directors to appoint the
person nominated by the debenture trustee(s) in terms of clause (e)
Section 149(10) of the Act provides that an Independent Director of sub-regulation (1) of regulation 15 of the Securities and Exchange
can hold office for a term of up to 5 (Five) consecutive years on the Board of India (Debenture Trustees) Regulations, 1993 as a director
Board and shall be eligible for re-appointment on passing a special on its Board of Directors.
resolution by the Company and disclosure of such appointment in
its Board’s report. Section 149(11) provides that an Independent In order to alter the Articles of Association of the Company to
Director may hold office for up to two consecutive terms. comply with the above-mentioned requirements, it is proposed
insert new clause no. 92 w.r.t. the appointment of Nominee
Smt. Sujitha Karnad is not disqualified from being appointed as Director and the subsequent clauses of Articles of Association to
Director in terms of Section 164 of the Act and have given her be re-numbered accordingly. The consent of the members of the
consent to act as a Director. Company by way of a Special Resolution is required for adoption of
a revised set of Articles of Association of the Company. Accordingly,
In the opinion of the Board, Smt. Sujitha Karnad continues to fulfil this matter has been placed before the Shareholders for approval.
the conditions specified in the Act and SEBI Listing Regulations for
appointment as an Independent Director and is independent of the None of the directors, managers, key managerial personnel of the
management of the Company. Company and their respective relatives are in any way concerned or
interested, financially or otherwise in the special resolution except
She shall be paid remuneration by way of sitting fees for attending to the extent of their shareholding in the Company.
meetings of the Board or Committees thereof or for any other
purpose as may be decided by the Board, reimbursement of The Board recommends the Special Resolution set out at Item
expenses for participating in the Board and other meetings and No. 6 of the Notice for approval of the shareholders.
profit related commission within the limits stipulated under Section
197 read with schedule V of the Act. ITEM NO. 7 & 8
Copy of draft letter of appointment of Smt. Sujitha Karnad setting Item No. 7: Increase in Limits of Borrowings u/s 180 (1) (c) of
out the terms and conditions of appointment is available for the Companies Act, 2013.
inspection to the Members by sending a request along with their
Item No. 8: Increase in limits of providing security u/s 180 (1) (a)
DP/Client ID or Folio No. from their registered e-mail address to the
of the Companies Act, 2013 in connection with the borrowing
Company at [email protected].
of the Company.
The brief resume of Smt. Sujitha Karnad, nature of her expertise
Pursuant to Section 180(1)(c) and 180(1)(a) of the Companies Act,
in specific functional areas and names of companies in which
2013, the Members of the Company had, at their Meeting dated
337
Solar Industries India Limited / Annual Report 2022-23
July 31, 2018, authorised the Board of Directors (which term shall None of the Directors or the Key Managerial Personnel of the
be deemed to include any Committee of the Board) to borrow Company including their relatives is in any way concerned or
money(ies) on behalf of the Company and for creation of charge interested in the resolutions.
on any assets or undertaking of the Company as security in favour
of lending agencies for a sum not exceeding H 1500 Crores (Rupees The Board recommends the Special Resolutions at Item no. 7 and 8
One Thousand Five Hundred Crores only), over and above the of this Notice for the approval of the members.
aggregate of the paid-up share capital and free reserves of the
ITEM NO. 9
Company. The above limit is apart from temporary loans obtained
or to be obtained from the Company’s bankers in the ordinary Ratification of Cost Auditor`s Remuneration for the financial
course of business. year ending March 31, 2024.
In the year 2018, when the borrowing limits were increased to
The Board, on the recommendation of the Audit Committee,
H 1500 Crores the revenue achieved was H 1305 Crores whereas in the
has approved the appointment and remuneration of
current financial year, revenue of the company has reached to H 4162
Shri Deepak Khanuja Partner of M/s Khanuja Patra & Associates
Crores which is a growth of around 219%. Based on our estimation
as Cost Auditor to conduct the audit of the cost records of the
we are targeting compounded growth in the next 3 to 4 years. Apart
Company for the financial year 2023-24 ending on March 31, 2024
from this, the Company has to support its subsidiaries for their business
at the Audit Fees of H 2,25,000/- (Rupees Two Lakh Twenty Five
operations hence we are proposing to increase our borrowing limits
Thousands only).
from H1500 Crores to H 3000 Crores for our capex requirements,
working capital and investments needs of the business. The Company In accordance with the provisions of Section 148 of the Act
may be further required to borrow money, either secured or unsecured, read with the Companies (Audit and Auditors) Rules, 2014,
from the banks/ financial institutions/other body corporate, from time the remuneration payable to the Cost Auditors as recommended
to time, and to pledge, mortgage, hypothecate and/or charge any or by the Audit Committee and approved by the Board, has to be
all of the movable and immovable properties of the Company and/or ratified by the members of the Company. Accordingly, ratification
whole or part of the undertaking of the Company. by the members is sought to the remuneration payable to the Cost
Auditors for the financial year ending March 31, 2024.
The Board of Directors of the Company proposes to increase the
limits to borrow money and to secure such borrowings by pledging, None of the Directors and Key Managerial personnel or their
mortgaging, hypothecating the movable or immovable properties relatives of the Company are in anyway concerned or interested,
of the Company amounting up to H 3000 Crores (Rupees Three financially or otherwise, in the resolution.
Thousand Crores only). The above limit is apart from temporary
loans obtained or to be obtained from the Company’s bankers in the The Board recommends the Ordinary Resolution set out at
ordinary course of business. Item No. 9 of the Notice for approval of the shareholders.
338
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting
Sr.
Particulars Details/ Information Details/ Information
No.
1. Name of the Director Shri Milind Deshmukh (DIN: 09256690) Shri Suresh Menon (DIN: 07104090)
2. Date of Birth 13/07/1965 15/11/1960
3. Age 57 years 62 years
4. Nationality Indian Indian
5. Qualification 1. Master’s in Management studies. Bachelor of Technology (Hons) in
2. Bachelor of Commerce. Mining Engineering.
3. WIPRO Management Program.
6. Experience (including Shri Milind Deshmukh is the Managing Director Shri Suresh Menon has over 40 years
expertise in specific of Nigachem Nigeria Limited and Director of of experience in the Coal, Mining-
functional area/ Brief Resume other overseas Subsidiaries of Solar Industries and Explosives industries. His area
India Limited. He has been associated with of expertise is:
Solar Group since 2009 and was responsible for • Overseeing the marketing operations
Company’s expansion in African countries. His area of the Company at domestic and
of expertise is: global levels.
• Strategic Business Development • Delivering value to customers
• Stakeholder and customer relationship • Expertise and deep understanding of
Management the explosives market
• Managing Business Operations Please refer Company’s Website:
• Project Management www.solargroup.com for detailed profile.
Please refer Company’s Website:
www.solargroup.com for detailed profile.
7. Terms and Conditions of As per the resolution of appointment. As per the resolution No. 4 as set out in
Appointment this Notice read with the Statement hereto.
8. Remuneration last drawn As per Corporate Governance report. As per Corporate Governance report.
(including sitting fees, if any)
9. Remuneration As per existing approved terms of Appointment. As per the resolution No.4 of the Notice
proposed to be paid convening this meeting read with
explanatory statement thereto.
10. Date of First July 29, 2021 May 11, 2018
appointment on the Board
11. Shareholding in the Company NIL NIL
as on date of notice
12. Relationship with Not related to any other Director/ Key Not related to any other Director / Key
other Directors / Key Managerial Personnel. Managerial Personnel.
Managerial Personnel
13. Number of meetings of the 5 (five) out of 5(five) board meetings during the 5 (five) out of 5(five) board meetings during
Board attended during the financial year 2022-23. the financial year 2022-23.
financial year (FY 2022-23)
14. Directorships of other Boards Solar Explochem Limited Solar Explochem Limited
Solar Defence Limited
Solar Defence Systems Limited
15. Chairman/ Member in the NIL NIL
committees of Board of other
Listed Companies in which
he/she is the Director
16. Name(s) of the listed entities NIL NIL
from which the person has
resigned from Directorship in
the past three years
339
Solar Industries India Limited / Annual Report 2022-23
Sr.
Particulars Details/ Information
No.
1. Name of the Director Smt. Sujitha Karnad (DIN:-07787485)
2. Date of Birth 14/10/1961
3. Age 61 years
4. Nationality Indian
5. Qualification B.E. (Hons) in Electrical & Communication Engineering, M.E. in Applied Electronics, P.hd. in
Organizational Behavior.
6. Experience (including Smt. Sujitha Karnad is Doctorate in Organisation Behavior. She has rich experience
expertise in specific functional in the areas of Telecom, Manufacturing, Semiconductor industry, Banking, and
area/ Brief Resume Healthcare IT solutions.
Please refer Company’s Website: www.solargroup.com for detailed profile.
7. Terms and Conditions of Revision in As per the resolution No. 6 as set out in this Notice read with the Statement hereto.
terms of Remuneration
8. Remuneration last drawn (including As per Corporate Governance report.
sitting fees, if any)
9. Remuneration proposed to be paid She shall be paid remuneration by way of Sitting fees for attending meetings of the Board
or Committees thereof and reimbursement of expenses for participating in the Board and
other meetings.
10. Date of First appointment on the December 15, 2020
Board
11. Shareholding in the Company as NIL
on date of notice
12. Relationship with other Directors / Not related to any other Director / Key Managerial Personnel.
Key Managerial Personnel
13. Number of meetings of the Board 5 (five) out of 5(five) board meetings during the FY 2022-23.
attended during the financial
year (FY 2022-23)
14. Directorships of other Boards Sekai Solutions Private Limited
DTDC Express Limited
Prudent Eco Systems Private Limited
15. Chairman/ Member in the NIL
committees of Board of other
Listed Companies in which he/she
is the Director
16. Name(s) of the listed entities from NIL
which the person has resigned from
Directorship in the past three years
340
(CIN: L74999MH1995PLC085878)
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