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Annual Report 2022-23

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.

From mining to defence and


space applications, our
products are catering to the
diverse needs of customers
across the globe.
About
this Report

About the Report

This is Solar’s Integrated Annual Report for


FY 2022-23, providing a comprehensive assessment of
financial and non-financial metrics. This report covers
the financial year 2022-23 from April 01, 2022, to March
31, 2023.

This Report is prepared in accordance with the


International Integrated Reporting Framework
published by the International Integrated Reporting
Council (IIRC). We have also followed guidelines
and commitments outlined in the GRI Standards,
Sustainable Development Goals (SDGs), and other
relevant standards and frameworks.

Forward-looking statements

Some information in this report may contain forward-


looking statements which include statements regarding
Company’s expected financial position and results
of operations, business plans and prospects, and are
generally identified by forward-looking words such
as ‘believe,‘ ‘plan,‘ ‘anticipate,‘ ‘continue,‘ ‘estimate,‘
‘expect,‘ ‘may,‘ ‘will‘ or other similar words. Forward-
looking statements are dependent on assumptions
or basis underlying such statements. We have chosen
these assumptions or basis in good faith, and we
believe that they are reasonable in all material
respects. However, we caution that actual results,
performances or achievements could differ materially
from those expressed or implied in such forward-
looking statements. We undertake no obligation to
update or revise any forward-looking statement,
whether as a result of new information, future events,
or otherwise.

To know more about us in


digital mode, scan this QR
code in your QR mobile
application.

Refered pages to
read more within
the report
What’s
Inside

4-83 84-178 325-340


Corporate Overview Statutory Reports Annual General Meeting
4 About Solar Industries 84 Management Discussion & 325 Notice
6 Milestones Analysis
8 Chairman’s Communiqué 97 Board’s Report
12 Managing Director’s Message 118 Report on Corporate
16 Keeping an Eye on the Governance
Evolving Landscape 151 Business Responsibility and
20 Ways We Create Value Sustainability Report
22 Proactively Engaging with
Our Stakeholders
24 Risk Management
34 Financial Capital

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.

Human Social & Natural


See page no. 34 to 55 for
Capital Relationship Capital
more information Capital
Solar Industries India Limited / Annual Report 2022-23

About
Solar Industries

We are Solar, a Dynamic & Energetic company


that continues to grow sustainably over
the years. Our integrated manufacturing
processes and quality products play a crucial
role in fulfilling this objective.

Our Our
Vision Mission

To emerge as a To provide innovative technology and services


global leader in through Research and Development.
the manufacturing
To contain product and service costs through
of industrial and
constant re-engineering and improvement in
military explosives
all business processes.
and an innovative
solution provider To ensure high quality delivery of services
with a focus on offering exemplary technical, safety,
safety, quality and administrative and professional excellence
reliability. with commitment to environmental
safeguards.
To forge and nurture alliances that are
complimentary to the Company’s global
ambitions.
To retain our responsive, efficient and effective
processes and services to realise our vision at
all times.

4
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.

A strong market position


Our strong position in market
enables us to leverage our
brand recognition and customer
loyalty to generate sustainable
revenue.

Global
Presence

39
Manufacturing
facilities worldwide Middle East India Europe/ North & South
Balkans/Turkey America

75+
Africa Asia/
Oceania
Upcoming

countries
Footprints

5
Solar Industries India Limited / Annual Report 2022-23

Milestones

A TALE OF ENERGETIC GROWTH


2006-2011
Got Listed on BSE & NSE

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.

Expanded our footprint


to international markets
2012-2015
Established Turkey Plant.

Started Manufacturing
3-layer Shocktubes &
Electronic Detonators

Commenced supply of High


Energy Materials

Established facilities for


Propellant / Ignitors

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

Established Centre of Excellence


for Life Assessment

Manufacturing started at Ghana,


Tanzania & Indonasia

Enhanced Detonator capacities

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.

8
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Dear shareholders, to retain its position as infrastructure, housing


one of the fastest-growing development, power and
Looking back at the year with economies in the world. coal mining. The Government
a sense of contentment, I also aims to fulfil its coal
am pleased to present the production target of 1.23
28th annual report of our Growth billion tonnes by 2025, up
Company at the conclusion
of the fiscal year 2022-23.
Opportunities from the current 900 million
tonnes.
The Indian government is
Despite the Russia-Ukraine Moreover, the Government’s
seeking to strengthen an
war impacting the supply plans to increase 4 lane
indigenous defence market.
of essential commodities in highways from the current 2%
We believe that the emphasis
the market, we maintained to 10% of total roadways in
on the Defence sector opens
steady supplies and earned the next decade are expected
up numerous opportunities
customer confidence across to create greater demand
for us. To make India
the globe. While the global for explosives. In addition,
‘Atmanirbhar’ in defence
challenges persisted, our the Government’s decision to
procurement, the Government
team strived for excellence, phase out electric detonators
has listed over Four thousand
introduced innovative by March 2024 will help us
items that have to be
products and processes and expand our portfolio with
procured from the domestic
secured robust financial value-added products.
market instead of relying on
performance. It not only
imports.
proves the merit of our
growth-focused strategies As a domestic manufacturer, Social Endeavours
but also demonstrates our we are motivated to seize
commitment to leading At Solar, we place utmost
this opportunity. With the
responsible transformation. importance on environmental
Government increasing
preservation, which guides
private participation in the
our product development,
Defence sector our aim is
Economic to become an organisation
process establishment, and
policy creation. We take
Overview that delivers value to our
pride in being more than just
stakeholders, through
During the financial year a business, as our corporate
manufacturing best-in-class
2022-23, the Government’s social responsibility
and sustainable products.
emphasis on a favourable initiatives encompass a wide
We are consistently investing
policy environment and the range of activities, including
in enhancing our capacities,
Central Bank’s efforts to education promotion,
adding new products to the
revive monetary policy bode preventive healthcare efforts,
defence portfolio, adopting
well for the Indian economy. sanitation advocacy, and
new technologies, upgrading
skill development initiatives.
existing processes and hiring
Considering the facts that Our CSR policy is therefore
highly skilled manpower
the country reported robust focused on uplifting the
to create an organisation
demand growth in the underprivileged and the
that can deftly deal with
domestic market and the underserved. Together, we
challenges in the future.
RBI policies helped tame are motivated to shape a
inflation to a certain extent, In line with India’s aim of future where more people
the future economic outlook becoming a USD 5 trillion will have access to the
remains quite optimistic. economy, huge capital resources required for living
While there is an impending investments are being independent lives.
recession in many parts of made in sectors such as
the world, India is expected mining, road construction,

9
Solar Industries India Limited / Annual Report 2022-23

Responsible regularly conduct safety geographies to considerably


awareness programmes. contribute to the overseas
Governance At Solar, our reliance on turnover. I am confident that
advanced technology enables our investments in technology
Ethical governance holds
us to take timely action and and our passion for
a paramount position at
mitigate risks. Our Safety, innovation and operational
Solar and is considered
Health and Environment excellence will pay dividends
one of our most valuable
management policies are and propel us to the path of
assets. We are committed to
based on ISO 14001:-2015 and glory and success.
enhancing our governance
ISO 45001:-2018 principles,
practices by incorporating The Indian economy, with
complemented by stringent
principles of fairness, its rapid growth, is offering
regulatory standards.
accountability, disclosure, a plethora of opportunities.
and transparency into our We remain excited about
business operations and work
Future Outlook these prospects and are
culture. Our management prepared to capitalise on
team comprises individuals As we approach FY 2023–24, them. Going ahead, we see
with diverse experiences, we remain optimistic about an ideal opportunity for
knowledge, expertise, and our business growth. Besides being an integral part of
skills that align perfectly offering cost-competitive Atmanirbhar Bharat.
with our governance and and innovative products, we
strategic requirements. We earnestly desire to enhance
follow robust and equitable value creation for our diverse
corporate governance stakeholders. We also aim to
practices and strive to expand our footprint in newer
maintain transparency across
our operations. It is also
our endeavour to include all
our stakeholders in major
business decisions.

Health and Safety


At Solar, we believe ‘a
healthy and safe worker is a
productive worker’.

We, therefore, place great


emphasis on workplace
safety and employee wellness
and are fully committed
to achieving “Zero Harm”
and prioritize a proactive
approach to health and
safety. To accomplish this,
we employ various strategies
aimed at identifying hazards
more effectively, improving
the adoption of contractor
safety management
standards, enhancing road
and transportation safety,
and promoting better health
and hygiene practices. We
continue to provide safety
training across our sites and

10
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

At Solar, we believe ‘a healthy and safe


worker is a productive worker’. We, therefore,
place great emphasis on workplace safety
and employee wellness. We continue to
provide safety training across our sites
and regularly conduct safety awareness
programmes. At Solar, our reliance on
advanced technology enables us to take
timely action and mitigate risks. Our Safety,
Health and Environment management
policies are based on ISO 14001/2015 and
OHSAS/800/2007 principles, complemented
by stringent regulatory standards.

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.

12
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Dear Shareholders, robust operating cash and develop new products.


flows, we brought down We have already proven
our net debt to underlying our capabilities with the
Another fortunate year for me
EBITDA to 0.69 from 1.02 successful launch of the
to write to the stakeholders
Vikram S space rocket, the
of Solar Group after an • The Board of Directors delivery of the first batch of
eventful year of robust have recommended a Brahmos thrust motors and
results, which serve as a dividend of 400% this the much-coveted first batch
testament to our strategic year compared to 375% in of 100% indigenous 30 MM
clarity, the power of our the previous year which is ammunition.
brands, our exceptional H 8 per share
execution capabilities, and Our defence portfolio
our remarkable agility. has secured export orders
An energised from several countries,

A year of performance highlighting our credibility as


a trusted supplier of quality
exceptional Our business is powered by products. Having established
the continued trust that our ourselves in the Indian
financial investors place in us. ammunition market, we have
achievements become the first private
We achieve this through sector company in India to
The fiscal year 2023 started operational excellence, receive an export order for
as a promising year and continued strengthening ready- to-use ammunition.
ended with record breaking of our balance sheet, and Besides, we have received the
performance as follows: efficient capital allocation first ever indigenous order
that supports capex projects for MMHG, from the Indian
• Consolidated revenue of and new business ventures. Army, further reiterating our
H 6923 crore in 2022-23
commendable performance.
over H 3948 crore in During the year, we have
2021-22, registering a strengthened our market
growth of 75% share across key customers
Energised to serve
in the mining sector, with
• A record high EBITDA of products that continue to our customers in
H 1320 crore, which was
72% up from the previous
bring value to our customers.
future
The export and overseas
year businesses have also Our Strategic Business
recorded the highest sales plans continue to steer
• A healthy operational
ever and have contributed our Company’s growth.
net profit for the year
effectively to our excellent Simultaneously, it also
stood at H 811 crore which
operational and financial responds with agility to flux
was up more than 78%
performance for the year. in the business environment.
compared with H 455
crore in the previous year Defence is a very different Our customers have bestowed
ballgame and Solar has trust and confidence upon
• Our order book value
the necessary facilities us in lieu of our commitment
stood at H 2944 crore
for high-energy materials, towards quality & safety of
• We also made solid propellants, storage, and the products
progress on some of our testing. This makes us a one-
stop-shop for most defence The Company’s policy of
key issues and continued
programs. To build on this aiming for wider geographic
to strengthen our balance
strength, we require Capex to dispersal continues to
sheet. Leveraging our
incorporate new technologies yield positive results while

13
Solar Industries India Limited / Annual Report 2022-23

de-risking exposure. To our safety processes and


achieve this, we plan to standards to reduce the
establish new manufacturing incidence of accidents on
facilities in the southern site.
and western regions of
In the years ahead, we intend
India, while concurrently
to create a cooperative work
improving and augmenting
environment where each
the facilities at our plant in
of us feels empowered to
North India. These measures
contribute to our long-term
will significantly enhance
progress. We nurture enduring
our production and supply
bonds with all our people and
capabilities in the domestic
are committed to developing
market.
high-performing individuals
Your Company has devised and future leaders. We
a global expansion plan envision building a workforce
to augment its presence in that is highly skilled,
the international arena and dedicated, and diverse, with
has expanded its outreach a firm belief in the Solar
in 75 Countries across culture of ethics and trust.
the Globe. We have set up
manufacturing facilities in 8
countries and we endeavor to Energised to face
enter 4 new geographies in the challenges.
the coming year.
The Indian economy’s growth
was steady in fiscal 2022-
Energised solar 23, indicating strong signs
team of macroeconomic stability.
However, the global economy
I am proud of the team of faced multiple headwinds
Solar group who are driving including high inflation,
the chariot of triumphant currency depletions, and
journey with such a zeal and supply disruptions due to
valour. the Russia-Ukraine conflict.
We have been closely
Our formidable talent pool monitoring macroeconomic
works diligently to ensure developments and adapting
sustained business growth. our strategies accordingly.
They uphold our guiding
principles and are the Despite these challenges,
true ambassadors for our we have made significant
brand. To give back to the progress in our business
teams that fuel our success, domains. We have achieved a
we empower them by new milestone in our growth
providing an inclusive work journey with the highest
environment and numerous ever output of commercial
opportunities to hone their explosives and initiating
capabilities further. systems. As a result, we
are now recognised as one
At Solar, employee safety of the global leaders in
is our foremost priority. We this field. The exceptional
are consistently enhancing performance despite supply

14
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

chain interruptions and In line with this ambition, the


market volatility has proven Government of India is doing
our commitment and tenacity a good job of developing The future is going to
in meeting our customers’ policies aimed to boost be catalyzed by the
demands. industries’ access to finance opportunities like the
for rapid industrial growth
Government’s emphasis
Way forward and encourage companies in
on housing and
advanced technology areas.
Looking ahead, I am more infrastructure, the rise in
The government’s focus on
confident that Solar will India’s coal demand and
continue delivering on all its improving competitiveness,
stated commitments across achieving international the Government’s push
financial, operational and scale, integration with global towards the indigenization
sustainability parameters. supply chains, facilitating of defence products,
the movement of the local
We are consistent with our
we are strategically
industry up the value chain,
CSR endeavours to make a becoming an innovative placed to capture these
lasting social impact by knowledge economy, opportunities, with our
empowering our people improving the ease of doing operational expertise,
and communities in the business, and creating skills
process. Our dedication
integrated presence,
and employment has given
to sustainability is a key tremendous encouragement and commitment to
component of our business to industries. excellence.
strategy, and we work hard
to make improvements to our I would like to thank our
methods on a regular basis. dedicated team for an
extraordinary year and for
The future is going to maintaining their focus on
be catalyzed by the serving the needs of our
opportunities like the customers. Their commitment
Government’s emphasis on and engagement in
housing and infrastructure, building a strong, agile and
the rise in India’s responsible organisation is
coal demand and the commendable.
Government’s push towards
the indigenization of defence Finally, I want to extend my
products, we are strategically gratitude to our customers
placed to capture these and shareholders for their
opportunities, with our continuous support.
operational expertise,
As we move forward, we
integrated presence, and
remain committed to a
commitment to excellence.
high-performance culture
The Government of India’s that enables the Company
“Make in India” and now to create value for all
“Make for World” is offering stakeholders. I hope you will
us a huge opportunity for continue to support us on our
scaling up our manufacturing journey to achieve many more
sector. such milestones.

By 2030, India’s economy is Regards,


expected to reach 7 trillion
dollars and our country is on
Manish Nuwal
its path of becoming the 3rd
Managing Director and CEO
economic superpowerof the
world.

15
Solar Industries India Limited / Annual Report 2022-23

Keeping an Eye on the


Evolving Landscape
At Solar, we believe that it is critical
to effectively adapt to the changing
operational environment, to
facilitate growth and development.
We need to keep a close watch on
macroeconomic environment, to
gear up for the future.

Indigenisation of the Defence Sector


Quite a few countries,
including India, witnessed Our Strategic requirements in the Defence
industry. Increased allocation
an increased government Response of government expenditure,
spending on the Defence
greater thrust on privatisation
sector, encouraging the Over the years, we have honed
and local sourcing for Defence
growth of the explosives our capabilities to fulfil
sector supports our growth
and armament industry. The the demand for propellants
further.
hike in allocation reflects and explosive-related
the Government’s objective
to achieve a sustainable
progress in the field of
infrastructure development
and modernisation of
the defence services.
Following the ‘Make in
India’ programme, several
policy initiatives have
been introduced in recent
years that have reduced the
import of defence equipment
by promoting indigenous
design, development and
manufacturing.

Refer the defence sector of


Management Discussion & Analysis
for more details.

16
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Government Initiatives to Boost Explosives Industry


The Government has rolled indigenisation of defence Our Strategic Response
out several infrastructure products are anticipated
development initiatives to facilitate infrastructure We are poised to seize new
resulting in an increased development, leading opportunities in the domestic
demand for stones. to self-sufficiency and market by capitalising on
Government programmes deglobalisation. Owing to the increased allocation of
such as ‘Housing for All’, its cost-efficient production government expenditure in
which aims to provide facilities, India has the infrastructure development. We
affordable housing for potential to become a are well positioned in regard to
everyone, and initiatives to global manufacturing hub our competitors because of our
provide electricity to 300 in the years ahead. These innovative strategy and strong
million people, are expected developments are expected position in the domestic industrial
to contribute significantly to to result in increased explosives market, which allows us
infrastructure development, demand for explosives to to make the most of future growth
further boosting the demand support construction and opportunities. We are also future
for explosives. Additionally, infrastructure projects. ready to meet the growing and
the ‘Atmanirbhar Bharat’ diverse demands of indigenous
programme and other products in the defence Sector.
initiatives to promote the

Refer the Explosive industry of


Management Discussion & Analysis
for more details.

17
Solar Industries India Limited / Annual Report 2022-23

Growth in Mining Sector


Several programmes commercially feasible processing of low grade and complex minerals. Going
have been introduced to forward, the market is anticipated to be significantly driven by the expanding
achieve self-reliance in mining industry in India and other advanced economies.
coal production, including
increased use of mass
production technologies,
mechanisation of loading and
the expansion of evacuation
infrastructure. As part of this
effort, the government has
set a target to increase coal
production to 1 billion tonnes
thus reducing the reliance on
imported coal and increasing
the steel production to 300
million tonnes. This will lead
to an increase in iron ore
mining and other associated
minerals. The mining industry
has grown manifold as a Our Strategic operations. This ensures the availability
of raw materials, enabling us to reduce
result of higher technology Response operating costs, maintain industry-leading
investment targeted to enable
quality and ensure the on-time delivery
effective exploration and To make the most of this
of our products to our customers. We are
opportunity, we have
constantly increasing our global footprints
Refer the mining sector of incorporated coherent
Management Discussion & Analysis by setting up manufacturing units in
backward integration into our
for more details. various potential countries.

Accelerating Infrastructure Development


The number of infrastructure
projects is on the rise, with Our Strategic
plans to further expand the Response
road network to 200,000
km. This resurgence of the We provide our customers
construction and real estate with specialised, sector-
industries bodes well for specific solutions for
the industrial explosives the construction of
market. Increased housing roads and infrastructure,
and infrastructure projects, as mining, quarrying, seismic
well as upgrades to the public exploration, tunnelling,
transport services like trains defence and hydro projects.
and roadways, are expected As one of the few players
to result in accelerated road who can develop and
construction, development deliver customised products
of metro rails, new airports on demand, we are well-
and expansion of sea ports positioned to make the most
capacities which would boost of the opportunities arising
the demand for explosives. from the rapid development
of infrastructure.
Refer the roads and infrastructure
sector of Management Discussion &
Analysis for more details.

18
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Focus on Product-led Innovation

The major players of the


industrial explosives
Our Strategic how the market is changing so that we
can meet the demands of our customers.
sector are now putting Response We have also streamlined our research
more emphasis on product
and development initiatives in an effort to
differentiation to diversify At Solar, we are committed
strengthen our value proposition and boost
their business portfolio. to investing in the right
consumer confidence.
For this they are making resources to comprehend
pronounced investments in
research and development,
launching value-added
products and exploring
novel applications.
Industry leaders are now
focusing on providing high
energy explosives, rock
fragmentation explosives and
explosives for underwater
applications.

Adopting Eco-friendly Methods for Smart Blasting

To promote smart blasting


and lessen the environmental Our Strategic
impact of explosives, Response
major companies dealing
in explosives, are adopting We are keen to establish
a variety of eco-friendly ourselves as an
initiatives. Mining will environmentally responsible
become more efficient organisation and always
and selective backed by strive to reduce our
automation and Industry environmental footprint. To
4.0, which might be further strengthen our operational
enhanced by developments efficiency and reduce the
in mining technology that environmental impact
are suited for extreme of explosives, we are
efficiency and specificity. As integrating state-of-the-
a result, one of the key trends art technologies in our
encouraging the expansion of manufacturing plants.
the explosives market is the Development of new
development of environment- products and providing
friendly techniques for smart controlled blasting services
blasting. to customers helps mitigate
environmental impact in the
mines.

19
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

Social and Relationship Capital


Electricity
51943 Number of shareholders
7650 + Supplier base Pyros &
J 8.70 crore CSR expenditure Fuzes
Hydro
Technology Projects

Consumable Integration
Natural Capital of Rockets
670418 KL Water consumption Seismic
767931 GJ Energy consumed Exploration
Ammunition

Space Shale gas Irrigation

20
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

The elements of our business model enable


us to tread on the path of transformation
and capitalise on the opportunities in the
explosives market.

Outputs Outcomes Impacted SDGs


stakeholders impacted
Financial Capital Financial Capital
J 6923 crore Revenue from Robust and resilient financial Shareholders and
operations performance investors
J 811 crore PAT Sustaining a high credit rating Employees
J 1320 crore EBITDA
Strengthening balance sheet
Long-term value creation for
shareholders through maximised returns

Manufactured Capital Manufactured Capital


459549 Metric tons Increased operational efficiency Customers
Explosives supplied Precision -manufacturing while Communities
18.75 Inventory turnover ratio retaining quality Government and
regulatory bodies
Sustainable supply chain
Business partners

Intellectual Capital Intellectual Capital


Differentiated product portfolio Shareholders and investors
Launched
Employees
Non detonating explosives for defence Improved delivery timeline
Communities
application Unlocking potential opportunities
Customers
Detonator with a reduced lead content
Nonelectric shock tube initiation system

Human Capital Human Capital


1,33,21,289 Hours of injury-free
 Engaged and motivated employees Employees
work Fostering employee leadership
Zero Complaints under sexual development
harassment Healthy, safe and diverse workforce
Zero Lost Time Injury

Social and Relationship Social and Relationship


Capital Capital
J 290.41 crore Contributed to Enduring and profitable relationships
 Shareholder and Investors
exchequer with customers and suppliers Customers
J 83.68 EPS Contributing to the growth of the Communities
local economy
Business partners
Elevating community impact

Natural Capital Natural Capital


9% Reduction in water intensity Reduced environmental footprint. Employees
16% Reduction in energy intensity Efforts to alleviate the impact of Communities
25% Reduction in total emission
 climate change Customers
intensity Ensure resource efficiency with
regard to water and energy

21
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.

Importance of Key material issues Modes and frequency Capital


stakeholders for stakeholders of engagement with linkages
stakeholders

Business partners

Our business partners Fair and long-term E-mail communication Financial


provide us operational business relations Site visits capital
leverage to strengthen Timely payments One-to-one interactions Social and
the value chain, Capacity building Business partner surveys relationship
be cost-effective,
Transparency Structured meetings capital
sustainable, and meet
Value Creation
customer expectations.

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

Need based Periodic Continuous Annually Event based Quarterly

22
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Importance of Key material issues Modes and frequency Capital


stakeholders for stakeholders of engagement with linkages
stakeholders

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

Since the communities Community development CSR initiatives Natural


in which we operate are Livelihood opportunities Field visits capital
our co-progress partners, Engagement
Health and sanitation Face to face Social and
maintaining a positive as per need
initiatives interactions relationship
relationship with them is
Collaboration capital
essential to preserving our
through NGOs
social license to operate.

Government and regulatory bodies

Engagement with Compliance with Reports Financial


government and Industry Norms, Laws and One-to-one capital
regulatory bodies Engagement
Regulations in substance interaction
as per need Natural
ensures compliance and spirit Events capital
and business continuity Transparent disclosures E-mail
in accordance with Social and
Participation in various communication
legal requirements and relationship
industry forums and Letters
evolving regulations. capital
meetings
Collaboration on National
Agenda such as Make in
India.

Shareholders & investors

Funds raised from Consistent, competitive Annual general meetings Financial


investors and financial and profitable growth and Conference call capital
institutions in the form of returns Press releases Social and
equity, debt and accruals Consistent dividend pay-outs Annual reports relationship
are the growth drivers of Superior stakeholder returns News channels capital
our financial capital. through optimal utilization Website updates
of resources
Stock Exchange releases
Better disclosures,
Investors Grievances and
transparency and credibility
Redressal Mechanism’s
of financials
Effective risk management
Wealth creation
Sound governance practices

Need based Periodic Continuous Annually Event based Quarterly

23
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.

Risk Assessment Matrix

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.

Response and mitigating actions Opportunities arising from this risk

We have a price escalation clause for our


  Exploring the potential of setting up
customers, which enables us to move past manufacturing plants and forming
the impact of any price fluctuation of strategic alliances with critical raw
significant raw materials in our margins. material suppliers.

We track raw material and packing


  Developing new materials, production
technologies, and logistics solutions
material prices on a quarterly basis.
that can reduce risk and increase
We also undertake industry dynamics
  efficiency.
research by interacting with analysts to
determine how the overall value of global
capacity is estimated.

Our strong and long-standing relationships


 
with key suppliers enable us to ensure
a consistent supply of essential raw
materials at reasonable costs.

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.

Response and mitigating actions Opportunities arising from this risk

To effectively manage our liquidity


  Exploring new financing options such
and funding needs, we rely on treasury as asset-based lending or factoring,
management systems and effective which can provide access to additional
financial control. liquidity.

To boost our profitability and improve We partner with leading financial


margins, we regularly implement cost- institutions to borrow funds at
optimisation measures across the entire competitive rates of interest.
organisation.

Impact of the risk


Low Medium High

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.

Response and mitigating actions Opportunities arising from this risk

We are hedging against interest rate


  Optimising the Company’s asset-
changes, diversifying investments, and liability mix to reduce interest rate risk
managing debt levels. while maximizing returns.

 We are maintaining adequate cash Adopting innovative cash management


reserves, managing accounts receivable practices, such as digital payment
systems, to improve efficiency and
and accounts payable, and developing
reduce costs.
contingency plans for cash flow
disruptions.

Capitals
R4 Foreign Exchange (FX) Risk
impacted

FX risk refers to the risk of volatility in currency exchange movements resulting in


FC
transaction and translation exposure. It can impact the cost of raw materials and the
competitiveness of products in international markets.

Response and mitigating actions Opportunities arising from this risk

We implement regulated hedging


   edging currency exposure using
H
strategies aligned with market best derivatives such as forward contracts
practices and our business needs to and options.
limit impact of exchange volatility on
recivables, forcasted revenue and other  xplore opportunities in emerging
E
current assets and liablities. markets to diversify currency risk
exposure.

Impact of the risk


Low Medium High

26
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Strategic and Commercial Risks

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

We are diversifying the supply chain and


   eveloping new products and services
D
investing in contingency plans. that can be adapted to changing
geopolitical conditions
Our
 broad market reach enables us to
reduce the risk of an economic slowdown  xpanding into new geographies or
E
in a certain area or geography. markets that are less susceptible to
geopolitical risks.
We
 have built a diverse product portfolio
to meet the requirements of mining,  uilding a flexible and robust business
B
defence and other downstream industries. model.
The
 management of potential exposures
is aided by ongoing analysis of country-
specific risks.

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

We have established our brand as a


   rovide our existing customers with
P
recognised player in the market owing to further customised products.
our experience in the industry, high-quality
 eveloping flexible production and
D
products and extensive product line. This
pricing models
has helped us to grow the market share
and establish a formidable reputation I ncrease our presence in the existing
among our customers. geographies while expanding our
operations into newer ones.
 e are building stronger relationships with
W
existing customers to increase loyalty,  esearch and develop innovative
R
investing in data analytics to better products that enhance our revenue
understand market trends and customer streams.
behaviour, and developing innovative
products that can better meet the needs of
customers.

Impact of the risk


Low Medium High

27
Solar Industries India Limited / Annual Report 2022-23

Capitals
R7 Reputational Risk
impacted

There is increasing pressure from society and investors to reduce environmental


FC
impact, improve safety, and demonstrate social responsibility. Failure to address these
expectations can lead to reputational damage, regulatory scrutiny, and reduced investor
confidence. S&RC

Response and mitigating actions Opportunities arising from this risk

We are investing in sustainable production


   trengthen the platform for stakeholder
S
technologies, improving safety standards, engagement and create strategic
implementing ethical labour practices, and differentiation.
maintaining strong regulatory compliance.
 eveloping new compliance
D
 To understand the society’s and investor technologies and systems that can
group’s emerging requirements and streamline the regulatory process and
expectations, we regularly engage with reduce the risk of non-compliance.
them.

 We proactively share our strategy with


our stakeholders, so they are aware of
the actions we are taking to lessen our
impact on the environment, improve our
governance and benefit the communities in
which we operate.

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

We diversify the supply chain, invest in


   eveloping new partnerships with
D
logistics and compliance processes, suppliers that can provide added value,
and maintain strong relationships with such as improved quality, greater
suppliers and regulatory agencies. efficiency, or new technologies.
We
 have an agreement with our logistic Enhancing the supply chain’s overall
partners to ensures the prompt and secure
effectiveness by deploying innovative
delivery of our products to customers.
technology and working with reliable
We
 carry out extensive planning and partners.
forecasting to anticipate current and
future demand. Developing new logistics solutions
that can reduce transport costs and
increase safety.

Impact of the risk


Low Medium High

28
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

We diversify the supply chain, invest in


   eveloping new partnerships with
D
logistics and compliance processes, suppliers that can provide added value,
and maintain strong relationships with such as improved quality, greater
suppliers and regulatory agencies. efficiency, or new technologies.
We
 have an agreement with our logistic Enhancing the supply chain’s overall
partners to ensures the prompt and secure
effectiveness by deploying innovative
delivery of our products to customers.
technology and working with reliable
We
 carry out extensive planning and partners.
forecasting to anticipate current and
future demand. Developing new logistics solutions
that can reduce transport costs and
We
 perform due diligence on suppliers,
increase safety.
maintain open communication channels,
and develop alternative supplier options.

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.

Response and mitigating actions Opportunities arising from this risk

 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.

Impact of the risk


Low Medium High

29
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.

Response and mitigating actions Opportunities arising from this risk

 We are implementing robust cybersecurity Developing new cybersecurity


protocols. technologies that can better protect
the organisation from cyber threats.
 As part of our cyber security plan, we
regularly analyse and update our IT
security procedures.

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.

Response and mitigating actions Opportunities arising from this risk

 We are developing recruitment and Forward looking culture has been


retention strategies to ensure an adequate established in Solar. This gives an
supply of employees. opportunity to nurture the talent
pool and to do the strong succession
We invest in training and development
planning.
programs to enhance the skills and
knowledge of their employees, making them
more effective and efficient in their roles.

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

 We safely manage our activities using a Developing new safety technologies


robust and comprehensive safety, health that can reduce the risk of accidents
and environment (SHE) framework. and improve response times in case of
emergencies.
 We continuously recognise risks
associated with SHE and take actions to  Establishing global industry
lessen them. benchmarks for safety and health
standards in our organisation.
 We are investing in safety equipment and
training, conducting regular safety audits,
and implementing strict safety protocols.
 Systems and processes, such as Standard
Operating Procedures and Work Instructions,
are designed to minimise risks.
 We ensure that hazardous substances are
handled cautiously and stored safely.

Impact of the risk


Low Medium High

30
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Capitals
R14 Regulatory Compliance Risk
impacted

The explosives industry is subject to strict regulations related to safety, environmental


S&RC
impact, and transportation. Poor ethical practices and governance can result in non-
compliance with regulations and legal penalties. Risks of complying with international
laws and regulations are increased by operational and market presence across several
geographies.

Response and mitigating actions Opportunities arising from this risk

 All of the employees receive training on Reinforcing the moral integrity of


our code of conduct and other important the business, the management and
principles, including anti-corruption and the workforce ensure that all of our
anti-bribery. activities and commercial operations
adhere to our code of business ethics.
The Board of Directors has direct oversight
over the effective corporate governance To instil high discipline and code
system that we have established. of conduct, we are striving to enact
specific steps that are designed
Our Compliance and legal team
to integrate ethical concepts and
ensures proper, prompt, and transparent
behavioural norms across all the
compliance with the various laws and
organisational levels.
regulations of many countries.
We are also establishing independent
oversight and auditing processes, and
engaging with regulators and other
stakeholders.

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.

Response and mitigating actions Opportunities arising from this risk NC

 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.

Impact of the risk


Low Medium High

31
Solar Industries India Limited / Annual Report 2022-23

32
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Revenue

J1122 J1916 J6923


crore crore crore

J488 J1113 J2462


crore 130% crore 72% crore 181%

FY 2009-2013 FY 2014-2018 FY 2019-2023

PAT

J116 J221 J811


crore crore crore

J44 J118 J262


crore 164% crore 86% crore 210%

FY 2009-2013 FY 2014-2018 FY 2019-2023

Graphical illustrations of numbers not to scale


Market Capitalisation

J1864 J9704 J33625


crore crore crore

J373 J1594 J9735


crore 400% crore 509% crore 245%

ENERGISED
FY 2009-2013 FY 2014-2018 FY 2019-2023

522% 587% 2009%


Increase in revenue Increase in PAT Increase in Market
in past 10 years in past 10 years Capitalisation in past 10 years

33
Solar Industries India Limited / Annual Report 2022-23

Financial Capital

ENERGISED TO SUSTAIN OUR


ROBUST GROWTH
At Solar, we are focused on enhancing
stakeholder value through disciplined capital
management and appropriate resource
allocation. It enables us to drive revenue
growth, optimise costs, enhance operational
efficiency and retain a competitive edge.

Through prudent treasury


management and agile
efforts, we further aim to
sustain profits in the long run
and secure the foundation
of a robust and dynamic
organisation.

SDGs covered

34
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Highlights for FY 2022-23 Way forward


To ensure sustainable

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

78% 696 crore


streams, enable us to
capitalise on emerging
H opportunities, enhance
PAT (Y-o-Y) Net Worth (Y-o-Y) our reach in newer
markets and continue to
fortify our position as

72% 178 crore a leading player in the


explosives industry.

EBITDA (Y-o-Y) CAPEX (Y-o-Y)

35
36
FY19 1238 FY19 276.80 FY19 2461.57

PAT
Net Sales

Net Worth
FY20 1380 FY20 278.67 FY20 2237.30

FY21 1579 FY21 288.07 FY21 2515.63

FY22 1914 FY22 455.47 FY22 3947.61

FY23 2610 FY23 811.17 FY23 6922.53

(H in crore)
(H in crore)
(H in crore)

FY19 21 FY19 9616 FY19 516.66


Solar Industries India Limited / Annual Report 2022-23

EBITDA

FY20 19 FY20 8885 FY20 475.37

Market Cap
FY21 18 FY21 11560 FY21 536.02

Return on Networth
FY22 23 FY22 25359 FY22 766.92

FY23 29 FY23 33625 FY23 1320.44

(%)
(H in crore)
(H in crore)
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Capital Employed (H in crore) Return on Capital Employed (%)


1430

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

Solar Industries (LHS) BSE MID Cap (RHS)

Return: - +30% (1.55%)

37
Solar Industries India Limited / Annual Report 2022-23

Manufactured Capital

ENERGISED TO SCALE UP

Our commitment to enhance


operational processes lies at the
core of everything we do. At Solar,
we deploy state-of-the-art
infrastructure and adhere to
stringent industry standards to
build a futuristic organisation.

SDGs covered

38
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Highlights for FY 2022-23 Way forward


We are continuously strengthening

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

We have leveraged our extensive knowledge Backward By adopting state-of-the-


and in-depth domain expertise to expand art machinery and highly
our business, boost capacity while creating Integration automated equipments, we
incredibly effective and unique products. We have been able to create
Our capability to integrate
have bulk plants in close proximity of mining quality products. This has
backwards, have helped us
locations, making us well positioned. resulted in fewer defects
to create a dynamic business
at the manufacturing stage
model, while offering
Our company has established itself as a and a shorter testing period.
innovative products to our
trusted partner for the Mining, Infrastructure, Our standard operating
customers.
and Defense industries, by consistently procedures and quality
meeting their diverse and specialized assurance plan include
demands with a comprehensive range of detailed specifications
high-quality products. Over the years, we
Quality Assurance for our raw materials
have expanded our offerings to include (RM), packaging material
We have garnered a
bulk explosives, packaged explosives, (PM), finished product (FP),
reputation for delivering
Initiating Systems and Products for defence integrated product quality
products of the highest
applications. Thereby providing our customers planning (IPQP) and process
quality constantly strive
with a one-stop solution for all their parameters.
to provide value across our
requirements.
downstream industries. As an
organisation with a quality
Certified
management system (QMS)
certification, we hold a
Conformité Européenne (CE)
accreditation for products
being exported. In addition,
our laboratory is accredited
by the National Accreditation
Board for Testing and ISO 17025-2017
Calibration Laboratories
(NABL) for TNT/HE Explosives.

ISO 9001-2015

40
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Tech-enabled technology to achieve Planning Solution that will provide us better


a complete zero-liquid visibility and control over the entire supply
Excellence discharge. Our operations are chain process. Through the solution, we will be
in compliance with the Laws able to better meet customer requirements and
We have installed advanced
and Regulation laid down by expectations by streamlining our operations,
instruments and interlocks
the regulatory bodies. reducing lead times, and improving forecasting
to keep a track on key
accuracy.
parameters and control
manufacturing processes. To We have been exploring the potential of
ensure standard operating Enhancing Supply machine learning-based data analysis
procedures and receive Chain Operations to improve our ability to make informed
feedback from all levels. decisions and take proactive steps to
In order to improve our mitigate potential risks. We have improved
The Industrial Internet of operations, we have continued supply chain performance and identified
Things (IIoT) technology to invest in innovative opportunities for improvement by utilising
enables us to monitor all supply chain technologies advanced analytics and machine learning
the critical manufacturing throughout the fiscal year. algorithms.
process metrics from A scheduling and tracking
control towers positioned in solution for raw materials For the delivery of finished products to our
strategic locations, which are and packaging materials worldwide operations, we have deployed
then communicated to the (RMPM) has been successfully the Digital Systems. These systems offers
higher management. These implemented at a pilot site. extensive status tracking from the time an
measures help us to scale This technology has improved order is received from a distant location
profits through operational visibility and accuracy until it is delivered to the new destination.
efficiency, as well as ensure throughout the supply chain Our dispatch and transport department has
cross-functional synergies by enabling us to schedule also adopted robotic process automation
across the manufacturing RMPM orders effectively (RPA), which has automated a number of non-
units. and follow their delivery in value-added tasks, decreased lead times, and
real-time. As a result, we increased accuracy.
have been able to reduce
In addition, we developed the dashboards
Responsible costs, optimise inventory
that provides us with detailed insight into the
management, and ensure
Production timely delivery of products to
supply chain through drill-down functionality.
We are continuously taking efforts for
our customers.
We continue to strengthen our automation of various processes endeavoring
efforts to reduce the amount Additionally, we intend to to reduce costs, increase efficiency, and
of waste generated and implement a Supply Chain improve overall supply chain performance.
pursuing a zero-waste policy
while improving resource
efficiency and transitioning
to a more circular economy.
Recycling waste materials
can significantly lessen
environmental pressures and
impacts when compared to
other waste management
methods such as landfilling
or incineration.

While treating industrial


effluents, we utilise the most
effective and successful
conventional evaporation

41
Solar Industries India Limited / Annual Report 2022-23

Intellectual Capital

ENERGISED TO DRIVE INNOVATION

At Solar, we stand out in the industry


with exceptional intellectual capital.
The intangible infrastructure of our
business model includes steadfast
dedication to innovation, an extensive
range of superior technologies,
meticulous R&D, and unparalleled
technical expertise.

SDGs covered

42
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Our focus on innovation and forward- Way forward


thinking strategies enables us to
pioneer ground-breaking products Looking forward, we have a clear and ambitious roadmap that
that is shaping our growth story. Our outlines our strategies for sustained growth. Adapting to advanced
dedicated team of experts focus on automation and robotics technologies, we are improving operational
seizing opportunities to expedite the efficiencies and strengthening our competitive advantage.
development and commercialization
of new products and technologies, Additionally, we are striving hard to build a collaborative workspace
bolstering our market position. that will empower our team members to come up with innovative
During the year, we expanded our ideas. Our efforts in this regard are focused on building a future-
capabilities and further strengthened ready talent pool that will help align our goals with the country’s
our portfolio of offerings to provide aspirations to make India ‘Atmanirbhar’ in our industry landscape.
our customers with industry-leading
safe, reliable and quality products.

Highlights for FY 2022-23

H58 crore 165


R&D expenditure in last R&D and Quality team
five years strength

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

Curating a Distinctive Brand


We strive to maintain our reputation as
the most preferred brand for industrial and
military explosives. Over the years, our
prudent investments to expand our product
portfolio and improve the brand value have
enabled us to earn the trust and loyalty of a
diverse customer base in India and abroad.
Our growing brand recall is reflected in
a strong brand equity, driven by all-round
excellence across our value-chain.

Solar’s core marketing policy rests on four


unique values:

Safety during Quality of


production, transport product
and use

Innovative Reliability of One stop


service solution
Launches
Solar has an exceptional feedback
The expansion of our The development of these mechanism in place to serve customers
product portfolio has made eco-friendly products better. These measures have streamlined
us the preferred player facilitates our market the process for client interaction,
across several key product presence in countries with resulting in increased product
categories. We adhere stringent environmental customisation.
to stringent approval regulations. We have
procedures, prompt delivery, launched new products for
confidentiality and seek underground coal mines,
to develop contemporary blast initiations and
technology with multiple seismic applications as
trials throughout the course part of an effort to phase
of our product development out electric detonators
processes. from the market.

Solar has launched several


sustainable and innovative
products, contributing to
the creation of a diversified
value proposition.

45
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

Highlights for FY 2022-23 Way forward


Our focus is on empowering our employees

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 73414 achieve greater success

Instances of Sexual Person-Hours of Safety


Harassment training

Zero 91586
Employee complaints Total Training hours
under Vigil Mechanism

47
Solar Industries India Limited / Annual Report 2022-23

Culture and Rewards and Various training programmes were also


conducted at regular intervals to develop
Engagement Recognition non-technical skills, enabling our workforce
to adapt to the evolving workplace dynamics.
We seek to develop a We have also established
These programmes were conducted both
flexible work culture and a rewards and recognition
physically and virtually. In addition, we
we have formed a cross- programme to boost
invited internal and external industry experts
functional team to oversee employee morale, encourage
for providing targeted skill enhancement
the successful execution high performance and
programmes.
and communication of our contribute to our business
HR policies. We continuously strategy. Employees are
strive to undertake initiatives recognised at events such as
so that our people feel Town Hall meetings and the Talent Management
respected and heard. Annual Day.
We have a robust talent management
Engagement Surveys mechanism in place that helps us to create

We prioritise fostering Building Learning a strong leadership pipeline. At Solar, we


prioritise onboarding fresh talent from
an environment that Capabilities reputed institutes for specific roles within the
encourages people to succeed
Company, where they are trained rigorously
professionally while also We undertake several and placed internally as per requirement.
ensuring work-life balance. strategic initiatives for Being an organisation that values its human
Therefore, we engage our building a strong leadership capital as its most valuable asset, we are
people through various events, pipeline. We introduced committed to nurture talent and guide them
initiatives and surveys. We Learning Curve and E-learning to flourish in their careers. We have also
conduct annual employee modules for employees to undertaken several strategic initiatives for
satisfaction (ESAT) surveys provide training on technical, leadership development to prepare the next
to understand employee safety and health aspects. generation of leaders from our talent pool.
satisfaction level and
encourage suggestions for
continuous improvement.
We have an outcome-
oriented approach to better
understand our people.

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

Diversity and Ensuring Employee


Inclusion Wellbeing
Solar’s work culture welcomes At Solar, we are making a culture where health and safety are seen
people from diverse sincere efforts to abide by as beneficial behaviours. Our facilities are
backgrounds and values their the highest safety parameters designed and operated with the intention
experiences and perspectives. to create a safe workplace. of preventing mishaps that might endanger
Our HR policies are We accord paramount our employees, external contractors or
essentially designed to foster importance to the health communities. We will continue to promote
equality. We are continuing and safety of our workers by a culture where everyone recognises their
to build and manage a conducting safety drills and respective roles, in making Solar a safer place
workforce with the requisite training sessions. to work.
skills, culture and diversity
to meet the expectations Considering the risks and Our safety governance system is supervised
and demands of the rapidly dangers associated with by a designated committee for ensuring the
evolving workforce. working on our products, safety and health of our people. Through
we have developed a auditing and consultation with internal
We ensure that opportunities comprehensive health and and external stakeholders, we work to
and remuneration are safety policy that allows us continuously improve our H&S system. We
determined by a role, not to take proactive measures. have created a health and safety strategy
by demographics. Our that has helped us to implement preventive
remuneration policies To encourage sound business measures by considering all the hazards
and opportunities for practices, higher productivity, and dangers associated with working on our
career growth are based reliability and prepare a products. To safeguard our employees, we
on performance. All our more engaged workforce, perform Job Safety Analysis (JSA) and Hazard
employees are made aware it is important to cultivate Identification and Risk Analysis (HIRA).
of the Prevention of Sexual
Harassment (POSH) guidelines
and provision for parental
leaves have been formalised
within the organisation to
increase greater participation
of women in the workforce.

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.

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Solar Industries India Limited / Annual Report 2022-23

Social & Relationship Capital

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

Highlights for FY 2022-23 Way forward


Effective stakeholder engagement has

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

We believe that access


to quality education is a
fundamental right, and we are
committed to providing the
necessary resources to help
bridge the education gap. By
investing in the development of
school infrastructure, we aim
to create a conducive learning
environment for children who
are otherwise deprived of
basic amenities. Through this
approach, we hope to create
a positive impact on the lives
of these children and empower
them with the tools to build a
better future for themselves and
their communities.

Healthcare

We have contributed for the up-


gradation of Hospital infrastructure
and provisioning of various medical
equipments. We also organize
free medical camps and support
initiatives promoting preventative
healthcare.

Women health
and hygiene

We are committed to promoting


women’s hygiene and empowerment.
We recognize that women face
unique challenges when it comes to
hygiene and sanitation, particularly
in developing countries. To address
this issue, we have launched
initiatives that focus on improving
access to sanitation facilities, as
well as providing education on
hygiene and menstrual health.

52
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Customers Suppliers Shareholders


To ensure we meet our customers’ We place great importance on Our priority is to enhance the
needs, we prioritize product cultivating and strengthening value of the Company and its
safety, quality, and reliability. We our relationships with all our shareholders. To achieve this, we
constantly strive to improve our Suppliers. We strive to create are dedicated to sustaining a
products, services, pushing the mutually beneficial relationships stable and predictable business
boundaries of innovation to exceed that generate direct economic growth trajectory and keeping
our customers’ expectations. By value for both the parties through our balance sheet robust and
fostering a culture of excellence out the business operations. healthy. Moreover, we strive to
and a commitment to innovation, We firmly believe in fair trade achieve continuous year-on-
we aim to build long-lasting practices and uphold high ethical year progress. In addition to our
relationships with our customers, standards when dealing with our goal of enhancing value for our
delivering exceptional value and business partners. shareholders and investors, we are
unmatched customer service. committed to delivering superior
Our commitment to building returns to all our stakeholders. To
We have been able to establish strong, long-term relationships achieve this, we strive to optimize
strong relationships with with our business partners helps the utilization of our resources,
customers who have been us to deliver exceptional value to ensuring that we are maximizing
associated with us for over 10 our customers. By working closely returns while minimizing waste
years, which is a testament to the together, we are able to identify and inefficiencies.
trust and loyalty they have in our new opportunities for growth and
brand. innovation.

51943
200+ 7650+ Shareholder’s Base
Customers with more than No. of Suppliers across as on March 31, 2023
10 years association value chain

Shareholder mix (%)

1.81

13.99
73.15

6.62

4.43

Promoters

Public

Foreign Portfolio Investors

Mutual Funds

Others

53
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.

To read more about environment and climate


change efforts refer page no 60 of this report

SDGs covered

54
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Highlights for FY 2022-23 Way forward


We prioritize environmental sustainability

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

Our Approach to ESG

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.

We know the importance of sustainability in today’s world with ever


growing climate change issues and challenges. Our commitment to
Our ESG build such business can be seen through our alignment with United
Vision Nation’s Sustainable Development Goals (UN SDGs).

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.

We at Solar are paving


our way to building a
better approach to meet
our commitment towards
sustainability and with
our identified key focus
areas we have set specific
goals and targets. We
continuously improve our
processes to achieve our
goals and targets.

58
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.

Environment Social Governance

Material Climate Change, Energy Occupational Health Economic Performance


Issues and Emissions and Safety Business Resilience
Environmental Risk and Employee Health and Regulatory Compliance
Compliance Wellbeing
Innovation
Water Conservation and Product Safety and
R&D
Management Security
Ethical Business Conduct
Waste and Hazardous Human Rights
Materials Management Critical Incident Risk
Diversity and Inclusion
Management
Biodiversity Customer Satisfaction
Community Relations
Skill Development
Supply Chain
Management and
Materials Sourcing

Impacted
Capital Natural Capital Manufactured Capital Financial Capital

Human Capital Intellectual Capital

Social and
Relationship Capital

Impacted
SDG’s

59
Solar Industries India Limited / Annual Report 2022-23

ESG Strategy

OUR FOUR PILLARS OF


RESPONSIBLE GROWTH
Our aim at Solar is to become an organisation
that constantly delivers strong returns to all the
stakeholders, through making best-in-class and
sustainable products. To do so, we have come
up with a robust ESG strategy.
We have four strategic pillars and 12 focus areas which guides us to contribute towards creating a
positive impact on the environment and society and build a sustainable future for everyone.

Innovating Sustainable Reinforcing Safety &


Operations Well-being

Climate Resilience Product Safety and


Ethics
Water Stewardship
Employee Health and
Waste Management
Safety
Biodiversity

01 02

Sustaining Long Term Enhancing Employee


Relationship Growth

Value Chain Human Capital


Sustainability Development
Community Human Rights
Development Diversity and
Stakeholder Inclusion
Relationship
Management

03 04

60
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Strategic Pillar 1: Focus areas:


Innovating Sustainable
Operations
We acknowledge the significant threat
posed by climate change and we are Climate Water
dedicated to reducing our impact Resilience Stewardship
by decreasing emissions, conserving
energy, and collaborating with diverse
stakeholders. Our commitment to making
the world a better place extends beyond a
mere goal; it is a pledge we intend to keep.

Waste Management Biodiversity

Strategic Pillar 2: Strategic Pillar 3:


Reinforcing Safety & Enhancing Employee
Well Being Growth
We at Solar place our utmost importance We recognize the vital role that employees
on the health and safety of our employees play in the growth and success of our
and is steadfast in our resolve to uphold organisation. As such, we are resolute in
rigorous safety standards. Additionally, our efforts to augment our human capital
we are dedicated towards improving the by promoting employee engagement,
safety and reliability of our products. safeguarding human rights, and fostering
To achieve this, we have established a culture of diversity and inclusion.
a network of business partners and
customers to ensure the safety of our
products at every stage of their lifecycle.

Focus areas: Focus areas:

Product Safety Employee Health Human Capital Human Diversity and


and Ethics and Safety Development Rights Inclusion

Strategic Pillar 4: Focus areas:


Sustaining Long Term
Relationship
The inclusivity of stakeholders is a key
component in achieving the objectives Value Chain Community Stakeholder
of sustainable business practices. We Sustainability Development Relationship
are dedicated to working in partnership
with our value chain partners, local
communities, and other essential
stakeholders to promote inclusive and
sustainable growth and development.

61
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.

1 Key Highlights FY 2022-23

16%
Key Manufacturing Sites are

Material issues ISO 14001:2005,


Linkage: Reduction in Total
Energy Intensity ISO 45001:2018
Certified
Climate Change,
1 Energy and Emissions
25% Our Sites are

Zero Liquid
Reduction in Total

Environmental Risk and


Emissions Intensity
Discharge
2 Compliance Compliant

9%
3
Water Conservation
and Management
Reduction in Total Water
Emissions Intensity
18%
Renewable Energy share in the
total energy mix

Waste and Hazardous


4 Materials Management

5 Biodiversity

62
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.

Reducing Energy Loss and Carbon Footprint Switching to energy


01 through Innovation and Process Re-engineering
03
efficient LED Lights
The existing hot air blower curing room was In our facility, streetlamps with high electricity
not able to maintain the set point temperature consumption and maintenance requirements were in
due to maximum heat loss. We took initiative use. To address this issue, the bulbs were replaced
to minimize the heat loss and stabilize the with energy-efficient LED lights. The replacement of
temperature. This resulted in significant energy incandescent bulbs with LED lights was a low-cost
savings, and cost reduction, achieving a return and time-efficient process. The replacement process
on investment in four months. Furthermore, this was quick and cost-effective. After the replacement,
led to reduction in CO2 emission enabling us the energy consumption was reduced by about 80%,
to decrease our carbon footprint. and the LED lights required less maintenance and
had a longer operating life. The switch to LED lights
was highly effective and efficient for the facility,
resulting in energy and cost savings.

Reduce electrical consumption in Switching


02 04
manufacturing processes to EVs

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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Solar Industries India Limited / Annual Report 2022-23

Filter system enhancements for Upgraded Agitators for Improved


efficiency and emission reduction Efficiency and Sustainability in Sewage
The replacement schedule for filter system depends Treatment
on various factors, such as operating conditions, fuel
In the previous system, agitators were used for
type, and filter quality. The filter would be replaced
aeration in the bio-culture. However, mechanical
when it failed to meet emissions standards or when
breakdowns were frequently experienced, leading to
the pressure drops across the filter exceeded limits.
costly repairs and system modification. To improve
To increase the overall efficiency of the system, data
efficiency, advanced agitators were installed in
on operating conditions was analysed to identify the
the aeration system. The upgraded agitators have
operating trend and a proactive maintenance program
resulted in decreased energy consumption and
was implemented to prevent clogging and maintain
emissions, improved plant efficiency, and proper
performance, including regular inspections, cleaning,
bio-culture growth for effective waste degradation
and component replacement.
in water treatment. Moreover, the upgraded agitators
have reduced power consumption and mechanical
breakdown frequency. The utilization of advanced
agitators has contributed to sustainable operation
and water conservation in the treatment plant.
Overall, this technological advancement has
revolutionized the aeration system, resulting in
efficient and sustainable water treatment operations.

64
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Switching to clean fuel Carbon Emissions Climate Governance


for a sustainable future Solar Industries India Limited

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

FY21 FY22 FY23 FY21 FY22 FY23

Coal Biomass Non-Renewable (GJ)

Renewable + Clean Energy (GJ)


The consumption table towards Energy Intensity
biomass shows an increase of (GJ/Turnover)
29% in FY 2022-23 from 18% in
FY 2021-22 in the consumption
of biomass. This trend indicates
a growing interest in renewable
energy sources, which is a positive
development for Solar.

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Solar Industries India Limited / Annual Report 2022-23

Climate Strategy & Risk Management


Solar has identified “Climate Change” as Strategic Risk. We have outlined the detailed risks, mitigation strategy
and key opportunities arising due to climate change.

Risk Mitigation Strategy and Key Opportunities

Risk Identified Mitigation Strategy Opportunity Identified

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.

Decarbonisation Metrics & targets


As the world becomes increasingly In order to support India’s
aware of the impact of climate commitment towards Net Zero
change, many countries are making and its Nationally Determined
the shift towards a low-carbon Contributions (NDCs), we are
economy. This has resulted in committed to transitioning
organisations making significant to renewable energy sources.
commitments to decarbonize and Specifically, we are increasing our
achieve net-zero emissions. The use of solar energy and biomass
preference for electric vehicles and briquettes in our overall energy
clean energy is growing, creating a consumption.
sustainable future. The reduction in
emissions has led to an increase in Currently, we have achieved an
the use of electric vehicles, which installed capacity of 5MW captive
in turn has led to a greater demand solar plant. We are working
for electricity. India is being towards increasing the share
positioned as a global power hub, of solar energy at our units and
and the most reliable source of facilities. In addition, we will
electricity in India is coal, which also focus on increasing the use
is advantageous for our company. of biomass to further reduce our
To support decarbonization efforts reliance on non-renewable energy
in the chemical sector, we are sources.
focusing on low-carbon product
development, energy management,
and efficient manufacturing
processes. Additionally, we are
exploring the use of renewable
sources such as hydrogen, solar
energy, and biomass briquettes to
reduce our carbon footprint.

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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.

We have implemented Multi


Effective Evaporator plant (MEEP)
that has enabled us become to
‘Zero Liquid Discharge’ facility.
We treat the wastewater in the
Our Initiatives Water Intensity
ETP and reuse the water in the (KL/turnover)
processes. Our key facilities has a We understand the importance
Sewage Treatment Plant (STP) that of water and have identified
160

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

Waste Management part of our commitment, and necessary measures to segregate,


we strive to incorporate the store, and dispose of waste in
At Solar, we are committed to best practices to reduce waste compliance with all applicable
minimizing the environmental generation, increase recycling and laws and regulations, including
impact of our operations reuse, and ensure the safe and hazardous waste regulations.
through comprehensive waste compliant disposal of any waste At Solar, we are continuously
management practices. Our team produced. reviewing our waste management
has implemented meticulously practices ensuring they are
designed mechanisms to handle Our waste management process efficient, sustainable, and aligned
and dispose of both explosive and focuses on preventing and with our commitment to reducing
non-explosive waste generated minimizing waste generation our environmental footprint.
from our operations. Responsible through source reduction and
waste management is a crucial recycling efforts. We take

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

Hazardous Waste Generated MT 1,452 1,232


2,345

3,947

Total hazardous waste disposed MT 941 655

Total Hazardous recycled / reused MT 511 577

Parameter Units FY 2021-22 FY 2022-23


1,452

1,232

Non-Hazardous Waste Generated MT 2,345 3,947

Total Non-hazardous waste disposed MT 2,029 3,412


FY22 FY23

Total Non-Hazardous recycled / MT 316 535


Hazardous Waste
reused
Non-Hazardous Waste

68
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Environmental Risk Biodiversity Management


Compliance At Solar, we remain committed Incentive to tackle
We at Solar prioritize
to preserving biodiversity
Climate Change
and promoting sustainable
environmental compliance,
development. We believe that We have reward and recognition
managing regulatory risks
protecting our planet's natural policy in place to appreciate
responsibly, and we are
resources is essential for the the efforts and contribution of
dedicated towards improving
well-being of our communities the employees to achieve the
our environmental performance.
and future generations. We are organisation’s goals. Additionally,
Our manufacturing sites in India
committed to minimizing the the organisation is rewarding
have certified environmental and
impact of our operations on individuals who contribute to
safety management systems (ISO
biodiversity and have taken several the excellence journey of the
14001, ISO 45001) that identify,
measures to achieve this. organisation which includes the
manage, and mitigate risks.
identification and implementation
We continuously monitor our In 2019, we received environmental
of projects related to energy
performance, set goals, and take clearance from the Ministry of
savings, water savings, emission
actions to decrease environmental Environment, Forest, and Climate
reduction, operational efficiency,
impact and enhance safety culture. Change (MoEFCC) for our key
material and service replacements
We aim to surpass regulatory manufacturing site. As part of
and other sustainability related
requirements by adopting this clearance, we conducted a
projects as well.
innovative and sustainable comprehensive environmental
practices throughout our value impact assessment to identify Energy saving is one of the most
chain to reduce environmental potential impacts on biodiversity important aspects for us. We
impact, promote sustainable and implemented measures to have our Technical Heads at each
development, and support future mitigate these impacts. plant unit and considering the
generations. importance of energy saving, we
We also adhere to all relevant
are giving targets to reduce energy
During the year we successfully laws and regulations related to
consumption.
managed to comply with state the protection of wildlife and
and national environmental laws their habitats. According to the
and no fines were imposed by any Wildlife Protection Act of 1972,
regulatory bodies with regards to there are no endangered flora and
environmental compliance. wildlife species in the areas where
we operate. However, we remain
vigilant and conduct regular
Product Stewardship surveys to monitor any changes in
the biodiversity of our operating
We at Solar Industries are
areas.
committed to practicing product
stewardship to ensure the safe and
responsible use of our products
throughout their lifecycle. This
includes designing products with
safety in mind, providing proper
training and education to our
customers, and implementing
appropriate disposal methods
to minimize any potential
environmental impact. We take
pride in our role as responsible
stewards of our products and
strive to continuously improve our
practices to promote the safety of
our employees, customers, and the
environment.

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Solar Industries India Limited / Annual Report 2022-23

Social

BEING MORE RESPONSIBLE


TOWARDS OUR PEOPLE
SDG Linkage At Solar, we are dedicated
to optimizing worker
productivity and efficiency
by implementing
innovative concepts and
cutting-edge technologies.
Our goal is to create a work environment that is not only
productive but also promotes the physical, mental, and
emotional well-being of our employees. We ensure that
Strategic Pillar our employees are ENERGIZED, to be more productive,
Linkage: more co-operative and always ready for contributing their
best to create value for all stakeholders.

234 In the past year, the company


has remained committed to
upholding Environmental,
Social, and Governance (ESG)
grievance redressal policy,
skill enhancement through
training and development,
and so on. Our compensation
Material issues norms, particularly in Human and benefits approach
Resources (HR) practices. ensures pay parity and
Linkage: We have made significant covers benefits like medical
strides in promoting Diversity, insurance, group personal
Occupational Customer Equity, and Inclusion (DEI) accident, parental
1 Health and 7 Satisfaction by implementing training leaves, etc.
Safety programs, ensuring fair and
equal opportunities, and We have a robust induction
regularly reviewing our hiring and training process, to
Employee Community ensure safety and quality
2 Health and 8 Relations
and retention practices.
standards are adhered
Wellbeing Our company remains to along with a focus
committed to promoting of productivity. All new
employee engagement employees are required to go
Product Skill
3 Safety and 9 Development
and providing competitive
compensation and benefits
through detailed technical
and behavioral trainings
Security
packages. Employee in their respective domain
engagement is driven areas. We have a systematic
Human through several initiatives and fair Performance
4 Rights 10 Supply Chain
Management
like annual ESAT surveys to Evaluation process for all
track employee engagement employees, based on defined
and
levels, feedback mechanisms, key results areas and key
Materials
two-way communication performance indicators.
Sourcing
5 Diversity and
Inclusion
through quarterly townhalls,
addressing employee
Employee performance is
reviewed annually for all
grievance through dedicated employees and quarterly for
senior management.

70
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

We uphold high ethical standards Turnover Rate Training and


and ensure compliance with all
relevant laws and regulations. Development

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.

71
Solar Industries India Limited / Annual Report 2022-23

100% Employee Remuneration


processes to improve employee
experience, engagement, and
enablement, thereby achieving At Solar, we believe in providing
Employees trained on Skill
outstanding outcomes. These equitable wages to all our
Development initiatives
initiatives encompass a structured employees as it is not only a
talent management process, matter of ethical and social

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.

Employee Health and Safety


Our main priority is health and safety management, and we’re dedicated
to getting to “Zero Harm.” To accomplish this, we are developing a range
of strategies.

Improving Enhancing the Enhancing the Stablishing


competency adoption of Company’s industrial hygiene
and capability contractor safety overall road and and improving
for hazard management transportation occupational
identification standards safety health

72
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Our organisational culture Occupational Health & component of ethical business


prioritizes the wellbeing, practices, leading to higher levels
competency growth, and safety Safety of productivity, dependability, and
of all our employees. We provide motivation among our workforces.
Our Safety, Health, and
a range of benefits to support
Environment (SHE) committee We take a proactive approach to
our employees, including life
manages our safety governance H&S by designing and operating
insurance, health insurance,
system. Through regular audits and our facilities with a focus on
disability coverage, retirement
consultation with both internal accident prevention. This includes
provisions, and Mediclaim
and external stakeholders, we minimizing risks that could harm
coverage. However, the availability
strive to continuously improve our our workers, contractors, or the
of these benefits may vary
Health and Safety (H&S) system. local community, as well as
depending on the operational
Our objective is to foster a culture mitigating any potential adverse
region and employment level.
where H&S is viewed as a critical effects on the environment.

Safety Incident/Number Category FY 2020-21 FY 2021-22 FY 2022-23


Lost Time Injury Frequency Rate (LTIFR) (per Employees 0 0 0
one million-person hours worked) Workers 0.06 0 0.01
Total Recordable Injury Rate Employees 0 0 0
Workers 0.06 0 0.01
No. of fatalities Employees 0 0 0
Workers 0 0 0
High consequence work-related injury or ill- Employees 0 0 0
health (excluding fatalities) Workers 0 0 1

Process Safety Event Unit FY 2020-21 FY 2021-22 FY 2022-23


Tier -1 Number per 0.15 0.68 0.42
million hours
worked

Emergency preparedness Evacuation Procedures: Clearly outlined evacuation plan is available


which includes the specifics related emergency exits, alternate routes,
plans and mock drills and designated assembly sites.

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.

Emergency Response Team: Our


emergency response constitutes of
trained personnel and their roles
and duties that are well defined.
First-aid providers, individuals
in charge of evacuation,
communication, and coordination
will all fall under this category.

Communication Plan: We have well-


defined plans for communicate in
case of emergency. This covers how
to communicate with employees
and workers, vendors, clients, and
the public.

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Solar Industries India Limited / Annual Report 2022-23

Our Initiatives

1 Eliminating human risks


2 Improvising on safety of our personals

We have identified several areas in We identified areas within the facilities


our manufacturing facility where where lighting was inadequate, and
the potential for accidents exists. To machinery posed potential risks to personnel
mitigate this risk, we have implemented carrying out manufacturing activities. As
automation to reduce the need for a result, we made improvements to the
human intervention. working conditions by installing systems to
enhance personal safety.

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

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Innovation Our Customers Our Initiatives


Our ability to thrive and succeed in We are committed to enhancing 1. Promoting Education
customer satisfaction by providing
a highly competitive environment
safe, reliable, and high-quality We believe in right to
is primarily driven by our robust
products that add value to our education and strive to
R&D expertise and technological
customers. We engage with contribute to promoting this,
capabilities. Our extensive industry our customers through various we identified areas near to our
experience over the years has channels, including client visits, sites and contributed towards
enabled us to consistently deliver technical seminars, and safety construction of school and its
products that perform well in workshops, to understand their facilities, providing supporting
critical downstream industries. needs and deliver top-notch equipment and financially
services. We conduct performance supporting underprivileged
At Solar, we foster an innovative analyses to ensure that we provide
children.
culture that welcomes ideas that the best-in-class solutions to our
drive future growth. Our dedicated business partners.
team continuously monitors the 2. Working towards
To continuously improve, we preventive Healthcare
evolving industry and customer
regularly collect and analyse
needs, gathering information and consumer feedback. We handle Our communities plays
bringing new ideas to the table. customer complaints promptly and a vital role in our value
Our innovative approach drives effectively, carefully analysing creation and giving back to
productivity, enhances operational each complaint and taking it is what we believe is our
performance, and enables us to corrective or preventative actions duty. In regards, with better
create a differentiated value as necessary. Our dedicated healthcare, we contributed
proposition. technical team not only resolves through constructing advanced
customer problems but also OPD, provisioning medical
We introduced several initiatives ensures that customers are
equipment’s to for the hospital
to improve our operational adequately trained on product
and enabling the provision
efficiency. We installed digital usage and are compliant with
of low-cost services for the
tools for vendor management, statutory regulations related to
transportation and storage. financially weaker section of
supply chain management, and
the society.
distribution tools that enable Overall, our goal is to build strong
better forecasting. relationships with our customers
3. Promoting Sanitation
by providing outstanding products
In addition to developing new and services that meet their needs We promoted better sanitation
products, our R&D team is striving and exceed their expectations. practices and provided a
to improve the quality, safety, and Sanitation Van to collect
performance of our existing product
Our Community garbage from homes for
range. The 'Centre of Excellence' better disposal and create
at Solar features a sophisticated Our CSR programs are aligned
cleaners, healthier and better
laboratory for High Energy materials with our mission to support the
surrounding for all. Furthermore,
accredited by the National socio-economic growth of the
regions where we operate. Our we worked towards promoting
Accreditation Board for Testing and better menstrual hygiene
community development initiatives
Calibration Laboratories (NABL), practices among the under
are carefully planned and
supporting our efforts to create privileged girls and women of
implemented in accordance with
an efficient and technologically our strict CSR Policy. We offer a the community.
advanced R&D facility. variety of organized interventions
in fields such as education and 4. Working towards skill
Our product development team
infrastructure, striving towards development
constantly works towards coming inclusive development of
up with new product range communities in the vicinity of our We continuously strive towards
suitable for market demand, as operations and registered office. accomplishing the national
well as economic and eco-friendly objective of 'self-reliance'
uses. Our subsidiary, Economic At Solar, we believe that quality
which includes making strides
education is a fundamental human
Explosives Limited, in collaboration in enhancing the skill sets
right that empowers individuals
with Terminal Ballistic Research of the underprivileged youth.
both socially and economically.
Laboratory (TBRL), has designed Our endeavours encompass
Therefore, we provide education to
and tested the advanced Multi- young people from disadvantaged not only the establishment
Mode Hand Grenades (MMHG). Our social groups. To this end, we of better infrastructure
goal is to introduce sustainable have contributed to the growth of but also bringing skill
products such as super green infrastructure and construction development programs to the
primary explosives and develop of local educational districts. under-privileged section of
insensitive munitions (NTO), which We are also aiding indigenous the community to enhance
will enhance the safety standards and underprivileged students to their prospects of future
of our munition technology. support their education. employment.

75
Solar Industries India Limited / Annual Report 2022-23

Governance

DOING BUSINESS WITH


ETHICS AND TRANSPARENCY
SDG Linkage To achieve successful
integration and
management of
sustainability in any
organisation, committed
Strategic Pillar leadership, clear direction,
Linkage: and strategic influence
are crucial.
43 Elements like ethics and
transparency cannot be
established without a robust
business practices and
work culture. Our corporate
governance model is built
governance structure. At upon these essential
Solar, we have implemented a pillars, demonstrating our
Material issues comprehensive sustainability unwavering commitment to
Linkage: governance framework that responsible management.
enables us to effectively
execute our sustainability
Economic Ethical Business Board
1 Performance 6 Conduct
strategy throughout
the organisation. This Composition
structure facilitates the
management of goal setting The Board at Solar consists
Business and reporting processes, of members with diverse
2 Resilience 7 Critical
Incident Risk
strengthens relationships experiences, knowledge,
with internal and external expertise and skills that
Management
stakeholders, and ensures are best suited to meet the
overall accountability for our governance and strategic
Regulatory
3 Compliance
sustainability efforts. needs. Our Board members
possess years of expertise
We are dedicated to
and exposure in fields
enhancing good governance
such as business, industry,
practices at Solar by
Innovation finance, law, administration,
4 integrating Fairness,
Accountability, Disclosures,
economics, and others, which
enhance the Board’s overall
and Transparency into our
performance and value.

5 R&D

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

To achieve a diverse board, we Board Policies


ensure that three factors are in
place. They are as follows: We have created a robust sustainability policy framework that
aligns with our mission and drives our ESG agendas forward. Our
Sustainability Policies are carefully crafted to address the diverse
needs of our business and encompass a range of areas such as:
1 Optimum
composition

This factor establishes


guidelines for the number of
independent, non-independent,
Lifecycle Product Environment,
executive, non-executive, and
Sustainability Anti-Bribery Responsibility Health and
Women directors to ensure a
Safety
well-rounded board.

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

This factor is concerned with Board


having directors on the board Committees
who represent the interests of
external stakeholders, such as
customers, shareholders, and
community members.

Audit Nomination and Risk


By ensuring these three factors are Remuneration Management
in place, we can build a board that
is diverse in terms of composition,
knowledge, and stakeholder
representation. This can lead to
better decision-making, increased
innovation, and improved Company Stakeholder Corporate Social Executive
performance. Relationship Responsibility

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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

Health, Safety and Code of Use of assests


and Intellectual
Evironment Conduct property

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.

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Solar Industries India Limited / Annual Report 2022-23

Board of
Directors

Shri Satyanarayan Shri Manish


Nandlal Nuwal Satyanarayan Nuwal

Chairman and Managing Director and


Non-Executive Director CEO

Shri Milind Shri Suresh Shri Amrendra


Deshmukh Menon Verma

Executive Director Executive Director Non-Executive


Independent Director

Smt Sujitha Shri Natrajan Shri Jagdish


Karnad Ramkrishna Chandra Belwal

Non-Executive Non-Executive Non-Executive


Independent Director Independent Director Independent Director

80
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Awards &
Accolades

Our MD & CEO Received


has received Golden Peacock
the W.E.- Matter
Employees’
Awards, Par
for Excellence in Corporate
Choice - excellence
Governance - 2022 under
Best CEO the Engineering (Explosives)
in 5S accreditation
from JUSE/QCFI.
Award category instituted by
based on the Institute of
survey across Directors, India
various industry.

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)

Shri Dilip Patel


Member
(Resigned w.e.f. October 19, 2022)

82
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Stakeholders Risk Management Corporate Social


Relationship Committee Committee Responsibility Committee

Shri Amrendra Verma Shri Manish Nuwal Shri Satyanarayan Nuwal


Chairman Chairman Chairman

Shri Manish Nuwal Shri Amrendra Prasad Verma Shri Manish Nuwal
Member Member Member

Shri Suresh Menon Shri Natrajan Ramkrishna Smt. Sujitha Karnad


Member Member Member
(w.e.f October 19, 2022) (w.e.f March 3, 2023)

Nomination and Smt. Sujitha Karnad Shri Ajai Nigam


Remuneration Committee Member Member
(w.e.f May 2, 2022) (Resigned w.e.f March 3, 2023)
Shri Amrendra Verma
Chairman Shri Suresh Menon
Executive Committee
Member
Smt. Sujitha Karnad
Member Shri Manish Nuwal
Shri Milind Deshmukh
Chairman
Member
Shri Natrajan Ramkrishna
Member Shri Suresh Menon
Shri Dilip Patel
(w.e.f March 3, 2023) Member
Member
(Resigned w.e.f. October 19, Shri Milind Deshmukh
Shri Dilip Patel
2022) Member
Member
(Resigned w.e.f. October 19, Shri Moneesh Agrawal
2022) Member

Shri Ajai Nigam Smt. Shalinee Mandhana


Member Member
(Resigned w.e.f March 3, 2023)
Shri Sanjay Singh
Member

Shri Prashant Joshi


Member

Shri Kedar Ambikar


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.

Dwindling private sector savings


will test the emerging markets’
ability to withstand continued

GDP Growth Projection (%)


3.0
3.9
4.1
4.7
2.7
4.0
3.1
2.9
2.9
3.5
2.7
3.5
4.6
5.3
6.1
1.9
1.4
1.8
5.3
4.8
5.1

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

Turkey Australia Ghana


The Turkish economy was The Australian economy saw According to the African
significantly impacted by its steepest inflation jump Development Bank, Ghana’s GDP is
widespread inflation. During the in four decades in 2022. set to grow by 3.6% in 2022. This is
year, inflation reached an all-time Inflationary pressures impacted 1.8% less than the figure for 2021.
high of 85%. Its domestic currency household purchasing power. Deep macroeconomic imbalances,
also depreciated significantly The government’s initiatives increased inflation, a depreciating
in the first half of the fiscal and expenditure on cleaner and local currency, and a huge public
but various initiatives taken by cheaper energy, education, nation- debt impacted on growth.
the Turkish government helped building infrastructure, and other
stabilise the currency in recent activities to promote its sectors Ghana’s real GDP growth is
months. Turkish exports hit an all- have contributed to the economy’s expected to decline in 2023 due to
time high during the said period. resilience. rising consumer prices and fiscal
Turkey recorded a 13% rise in tightening, which weigh on private
exports by value, with sales hitting The growth rate of Australia’s consumption and investment. During
USD 254 billion in 2022. economy is expected to slow down the fiscal year, the government’s
to 1.9% in 2023 and 1.6% in 2024. spending has decreased. Ghana’s
The earthquake took an enormous Rising inflation, the rapid increase economic growth rate is expected to
toll on existing assets and in interest rates by the RBA and reach 5.8% by 2027 as new projects
suppress economic activity as other macro-indicators are some come online, fueled by an increase
the country faces a humanitarian of the major reasons for such slow in gold exports.
crisis. This has affected the growth. Inflationary pressures are
economic activities in the affected expected to diminish as the labour
region in short term. However, market cools and supply chain
subsequent large-scale rebuilding bottlenecks ease. A stronger-than-
efforts by the public and private expected decline in house prices Nigeria
sectors are expected to boost the is a key risk to the Australian
Owing to several global as well
associated economic activities economy.2
as domestic headwinds, Nigeria’s
and the country’s GDP growth.
economic growth has slowed. The
According to the World Bank, country experienced declined oil
economic growth is projected to output and moderating non-oil
slow down to around 2.7% in 2023- activity during the fiscal. Like other
24. It is expected that inflation is South Africa economies, the Nigerian economy
to decline but will remain above is also severely affected by the
40%. This will dent household South Africa is one of the few cost of living crisis. Despite these
purchasing power while heightened economies that is pioneering headwinds, Nigeria is one of the
uncertainty will deter investment. the transition to a low-carbon few economies to continue its
Export growth is expected to economy. The World Bank- growth momentum. The decline in
be slow as external demand supported $497 million initiative its growth rate is relatively less
weakens. The unemployment rate has improved the countries’ coal than the global economy.
is projected to stay above 10% sector’s prospects. Mpumalanga
Nigeria’s GDP is expected to grow
in 2023. Large external finance province produces over 83% of the
by 2.9% between 2023 and 2024.
requirements and minimal reserve country’s total coal production.
The decline in oil production,
buffers may make the economy This initiative opened up new
insecurity ahead of the 2023
sensitive to shocks. options and increased coal output
general elections and high
in that province.
inflationary pressure remain the
As projected by the World Bank in major areas of concern for the
its report, South Africa’s economic Nigerian economy. For 2023, the
growth is expected to slow down to manufacturing sector is expected
1.4% in 2023 but will rise to 1.8% in to expand. Purchasing Managers
2024 owning to policies in place by Index (PMI) shows confidence
the Government.3 within key sectors of the economy.

2
https://budget.gov.au/
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https://www.imf.org/en/Publications/WEO/Issues/2023/01/31/world-economic-outlook-update-january-2023

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Solar Industries India Limited / Annual Report 2022-23

according to the World Bank. This Global Economy (%)


forecast is significantly higher than

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.

Inflation continues to be a major


challenge for growth. According
to the RBI, headline inflation is
estimated to be at 6.5% for
FY 2022-23. The RBI has estimated
the inflation for the October-
December 2022 quarter to be 6.6%
and for the January-March 2023
quarter at 5.9%. It is projected to
further decrease to 5% in the April-
June 2023 quarter.

However, it is not high enough to


deter private consumption and
also not so low as to weaken the
inducement to invest. In addition,
with inflation on a declining path,

4
https://rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=55178
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https://www.weforum.org/agenda/2022/09/india-uk-fifth-largest-economy-world

87
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.
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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

to ICRA, India’s cement industry commercial projects would fuel Outlook


remains a highly underpenetrated cement market growth. Growth
market in the world among major is expected to be fastest in the The National Steel Policy 2017
economies. The per capita cement eastern regions, followed by the outlines an ambitious goal for
consumption of the world is 500- central and southern regions, India to double its production
550 kgs whereas, in India, per although the northern and western capacity from 155 million tonnes
capita cement consumption is just regions may be more muted. Mining to 300 million tonnes by FY 2030-
240-250 kgs. of iron ore, limestone, and stone 31. To achieve this, certain major
aggregate has increased as a players in the private sector
Although per capita consumption result of enhanced development in are expected to expand their
remains low, a growth in home housing, infrastructure, and steel, capacities by over 60 million
building across India and the which is demonstrated by growth tonnes in the next two financial
government’s emphasis on in cement. years. In addition, the Steel
infrastructure development are Authority of India plans to increase
providing the cement sector Steel and iron ore industry its current capacity of 20.63 million
a good outlook. Rural housing tonnes per annum to 35 million
remains in great demand, followed India has become the world’s tonnes per annum by FY 2030-31. To
by infrastructure and urban second-largest producer as well meet this increased demand, 444
housing. In comparison to other as consumer of steel. During million tonnes of iron ore will be
sectors, segmental demand for the Financial year total Crude Steel required, as well as other resources
industrial and commercial sectors Production was 125.32 Million Tons. such as limestone, coal, and
has remained modest.9 The metals sector engages 11.49 dolomite. This presents a positive
lakh of people consisting of 7.06% outlook for the explosives industry.2
Outlook of the total employment share.
The steel sector has witnessed a Roads and infrastructure
It is expected that the demand for huge transformation during the
cement in India will experience sector
past eight years and has emerged
significant growth of 8-10% due globally from being the fourth
to the emphasis placed on the largest producer to the second
housing and infrastructure sectors largest producer and the second
in the FY 2023-24 budget. This largest consumer of steel. Steel
emphasis includes investment usage in India climbed from 57.8 kg
in the development of roads, in 2013–14 to 77 kg in 2022 and is
railways, ports, and other critical predicted to reach 220 kg by 2047.
infrastructure apart from Housing. India has increased the installed
As a result, the demand for cement, capacity of production of steel by
a key material in the construction 50% to 155 million tonnes in
industry, is likely to increase FY 2021-22 from around 100 million
substantially to support these tonnes in FY 2013-14. The removal
projects. It is anticipated that of export duties on steel and
non-residential sectors such as stainless steel will strengthen that
infrastructure development and sector of the economy.10

India has the second-largest road


network in the world at about 62.16
lakh km. The Nation’s pride, the
visionary project of Atal Tunnel
that runs under the ‘Rohtang
Pass’ which was constructed on
the ‘Manali – Leh’ Highway under
the challenging conditions of
freezing temperatures in extremely
difficult terrain, has officially
been certified by the World Book
of Records, as the ‘World’s Longest
Highway Tunnel above 10,000 Feet’.

9
https://beeindia.gov.in
10
https://steel.gov.in/overview-steel-sector
11
Ministry of Steel, Government of India

89
Solar Industries India Limited / Annual Report 2022-23

Outlook potential for the occurrence Outlook


of mineral deposits is greater.
The budget for FY 2023-24 has Minerals such as manganese, lead, To achieve the government’s aim
signalled a renewed focus on copper, and alumina are predicted of eliminating the need for steam
infrastructure and housing, with a to expand by double digits in the coal imports, there is a renewed
significant increase in the outlay next few years. There is significant focus on increasing production
for Roads and Highways. The scope for new mining capacities in from Coal India and private
allocation for this sector has been iron ore, bauxite, and coal. sector mines. The Coal Ministry
raised from H 1,99,000 crore to has set a target of 1017 Million
H 2,70,000 crore, indicating a strong Since major reforms in the Mining Tons for the year 2023-24 and the
commitment to the development of Policy from 2021, 108 Mineral target set for Coal India is 780
National Highways in the country. Blocks other than Coal have been Million Tons, Singareni Collieries
This increased investment is set auctioned. 75 Million Tons and Private &
to give a substantial boost to the Captive Mines is 162 Million Tons.
India is the World’s second largest
National Highway Construction Coal India has planned a Capital
Coal producer and Fifth largest in
Sector. In FY 2022-23, the National expenditure of H 16,500 crore for
Country in terms of Coal deposit.
Highway construction fell short of the year F-24 and accelerating rail
India’s target is 1.2 Billion Tons
its target of 12,000 KM due to land connectivity for major mines under
Coal Production by FY 2024-25.
acquisition issues. However, the PM Gati Shakti. The Coal Ministry
Country’s Coal Production has
Ministry plans to construct 14,000
increased considerably from 646
KM of highways in FY 2023-24. The Expected coal production
Million Tons in 2014 to 893 Million
development of rural roads under (in Million tonnes)
Tons in FY 2022-23.
the Gram Sadak Yojana will also
receive significant attention in the Coal India the World’s largest Coal

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.

90
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Global defence Indian defence Outlook


industry industry The government has announced
two dedicated defence industrial
The global aerospace and defence The Indian defence industry, the
corridors in the states of Tamil
market grew from USD 721.22 world’s second-largest armed
Nadu and Uttar Pradesh to act as
billion in 2021 to USD 781.4 billion force, is on the verge of a change.
clusters of defence manufacturing
in 2022 at a compound annual The government has identified the
that leverage existing
growth rate (CAGR) of 8.3%. The defence and aerospace sector as
infrastructure, and human capital.
Russia-Ukraine war disrupted a focus area for the ‘Aatmanirbhar
Further, to enable innovation
the chances of global economic Bharat’ or ‘Self-Reliant India’
within the defence and aerospace
recovery, at least in the short initiative, with a formidable push
ecosystem there are supportive
term. The war between these two on the establishment of indigenous
government schemes such as the
countries has led to economic manufacturing infrastructure
iDEX ((Innovations for Defence
sanctions on multiple countries, supported by a requisite research
Excellence) and DTIS (Defence
a surge in commodity prices, and and development ecosystem. India
Testing Infrastructure Scheme).
supply chain disruptions, affecting is positioned as the third-largest
many markets across the globe. military spender in the world, with The Indian government has been
its defence budget accounting increasing its defence spending
Outlook for 13.18% of the country’s total in recent years to modernise
budget. The government has its armed forces and meet the
The ongoing geopolitical tensions
established two defence industrial emerging security challenges.
are expected to result an upsurge
corridors in Uttar Pradesh and The Indian armed forces are
in government spending on defence
Tamil Nadu. As per the Union facing a growing demand for
and security globally. This is
Budget 2023-24, H 5.94 lakh crore defence products and services.
expected to drive the demand
has been allocated to the ministry The Indian Army is in the process
for new and upgraded weapons
of defence. In line with the self- of modernising its inventory of
systems, military aircraft and
reliant India initiative, the share weapons and platforms, while
other defence-related goods. The
of domestic capital procurement, the Indian Navy is expanding its
aerospace and defence market is
which was earmarked at 68% in fleet of ships and submarines. The
expected to grow to $961.21 billion
FY 2022-23 has been enhanced Indian Air Force is also acquiring
in 2026 at a CAGR of 5.3%3.
to 75% of the capital acquisition new fighter jets and helicopters.
budget of the defence services for
FY 2023-24.13

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

sector has been permitted through


Loitering Munition
2 6
Composite Propellants for
the government route for satellite
Pinaka, Akash, Brahmos,
establishment and operations
PSOMXL, Skyroot etc.
which is expected to provide
enormous investment prospects for
international businesses17. 3 30 mm Ammunition, Multi-
Mode Hand Grenade, Mines,
7 Rocket Integration

Warheads, Bund Blasting Device


Infrastructure investments 8 Explosives Filling of

The government’s Gati Shakti master


4 Artillery Fuses, ASW Fuses,
Pyros and Igniters
Ammunition

plan for multimodal connectivity is


expected provide major impetus to
the infrastructure sector. A capital Product-wise revenue mix
outlay of H 10 lakh crore has been
allocated by the government in Union
Budget 2023-24 for infrastructure 9%
development which would boost 9%

the economic growth and aid the


13%
industry18. The development of Smart 15%
Cities is also likely to increase
FY 2022-23 FY 2021-22
investments in infrastructure.
78%

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:

Industrial explosives comprise:

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.

Key financial ratios (consolidated)

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.

Customer-wise revenue mix (in %) Consolidated

6% 1% 6% 1%
15% 18%
36%

2023 2022
19% 14%

40%
19% 25 %

CIL Non CIL & Institutional Housing & Infra

Exports & Overseas Defence Others

94
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Customer-wise revenue mix (in %) Standalone

4% 1% 1% 1%
5% 4%
26% 14% 28%
12%

2023 2022

24% 18%

28% 34%

CIL Housing & Infra Exports Others

Institutional Subsidiary Defence

Annual Expenses Break-up (in %) Consolidated

12% 11%
4% 4%
1% 1%
3%
2%

2023 2022 59%


13% 63%
15%

5% 7%

Material Consumed Employee Cost Other Expenses Depreciation

Interest & Finance Cost Tax PAT

Annual Expenses Break-up (in %) Standalone


11% 3.65% 10%
3%
1% 0.35%
2%
1%
9%
9%
2023 2022 70%
72%
3% 5%

Material Consumed Employee Cost Other Expenses Depreciation

Interest & Finance Cost Tax PAT

95
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.

96
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.

5. Deposits Performance and contribution of each of the Subsidiaries,


Associates and Joint Ventures
During the year the Company has not accepted deposits
from the public falling within the ambit of Section 73 of the As per Rule 8 of the Companies (Accounts) Rules, 2014, a
Companies Act, 2013 and the Companies (Acceptance of Report on the Financial performance of Subsidiaries, Associates
Deposits) Rules, 2014. and Joint Venture Companies along with their contribution to

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).

Economic Explosives Limited is a material subsidiary of the Borrowings


Company as per the thresholds laid down under the Listing
Regulations. There has been no material change in the nature The Company has not defaulted on payment of any dues to the
of the business of the subsidiary. financial lenders.

The Board of Directors of the Company has approved a Policy


for determining material subsidiaries which is in line with the 12. Corporate Governance
Listing Regulations as amended from time to time. The Policy
In terms of Regulation 34 of SEBI (Listing Obligations &
has been uploaded on the Company’s website at https://bit.ly/
Disclosure Requirements) Regulations, 2015, a separate
SolargroupDMSpolicy
section on Corporate Governance along with a certificate from
the auditor’s confirming compliance is annexed and forms part
11. Capital and Finance of the Annual Report.

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.

99
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

15. Declaration from Independent Directors


19. Internal Financial Control and its Adequacy
The Company has inter alia, received the following declarations
from all the Independent Directors confirming that: The Company has adequate Internal Financial Control System
over financial reporting which ensures that all transactions
1. They meet the criteria of independence as prescribed are authorised, recorded, and reported correctly in a timely
under the provisions of the Act, read with the Schedule manner. The Company’s Internal Financial Control over financial
and Rules issued thereunder, and the Listing Regulations. reporting provides reasonable assurance over the integrity of
There has been no change in the circumstances affecting financial statements of the Company. The Company has laid
their status as Independent Directors of the Company; down Standard Operating Procedures, Policies and Authority/
Commercial Manual to guide the operations of the business.
2. They have complied with the Code for Independent Functional heads are responsible for ensuring compliance
Directors prescribed under Schedule IV to the Act; and with all laws and regulations and also with the policies and
procedures laid down by the management.
3. They have registered themselves with the Independent
Director’s Database maintained by the Indian Institute of The Corporate Accounts team has undertaken advanced
Corporate Affairs. digitalisation and automation initiatives in the current year.
System based reports and automated accounting for various
None of the Directors of the Company are disqualified for
areas in financial statements have contributed to better
being appointed as Directors as specified in Section 164(2) of
accuracy and faster financial reporting.
the Act and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014. The Company tracks all amendments to Accounting Standards,
the Act and makes changes to the underlying systems, processes
16. Board Meetings and financial controls to ensure adherence to the same.

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.

18. Board Diversity


22. Details of Significant and Material orders passed
The Board comprises of adequate number of members with by the Regulators or Courts or Tribunals impacting
diverse experience and skills, such that it best serves the the going concern status and the Company’s
governance and strategic needs of the Company. The Directors Operations in future
are persons of eminence in areas such as business, industry,
finance, law, administration, Accounting Technology etc. and During the year under review, there are no significant and
material orders passed by the regulators or courts or tribunal

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.

The Special Resolutions as contained in the Notice of


25. Directors and Key Managerial Personnel
Postal Ballot dated December 03, 2022 failed to get the
a. 
Retirement by Rotation and subsequent requisite majority.
Re-appointment
The recently amended sub-regulation 2A of Regulation
Shri Milind Deshmukh, Executive Director being the 25 of Securities and Exchange Board of India (Listing
longest in the office among the directors liable to retire Obligations and Disclosure Requirements) (Sixth
by rotation, retires from the Board this year and being Amendment) Regulations, 2022, provides that when a
eligible, has offered himself for re–appointment. special resolution for the appointment of an independent
director fails to get the requisite majority of votes but the
The Boards of Directors recommends his re-appointment votes cast in favour of the resolution exceed the votes
at Item No. 3 of the Notice Calling 28th Annual General cast against the resolution and the votes cast by the public
Meeting for consideration of the Shareholders. shareholders in favour of the resolution exceed the votes

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.

102
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

30. Statement of Disclosure of Remuneration

Details as required under the provisions of section 197(12) of the Act, read with rule 5(1) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of Directors and KMP to median
remuneration of employees and percentage increase in the median remuneration are as under:

a. The Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the
Company for the financial year 2022-23, the percentage increase in remuneration of Chief Executive Officer, Chief
Financial Officer, other Executive Director(s) and Company Secretary during the financial year 2022-23 is as follows:

Ratio to median % increase in remuneration


Name Designation
remuneration in the financial year 2022-23
Shri Manish Nuwal Managing Director & CEO 288 80%
Shri Suresh Menon Whole time Director 21.70 26%
Shri Milind Deshmukh Whole time Director 21.10 33%
Shri Moneesh Agrawal Joint Chief Financial Officer 11.30 15%
Smt. Shalinee Mandhana Joint Chief Financial Officer 8.90 20%
Smt. Khushboo Pasari Company Secretary & Compliance Officer 5.90 20%

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.

b. The percentage increase in the median remuneration


remuneration and justification thereof and point out if
of employees in the financial year: 18.85 %
there are any exceptional circumstances for increase
c. The number of permanent employees on the roll in the managerial remuneration:
of Company: 1781
The average percentage increase in the salaries of
d. Average percentile increase already made in the employees excluding key managerial personnel for the
salaries of employees other than the managerial year 2022-23 was 17.98% whereas there is an increase in
personnel in the last financial year and its comparison the key managerial remuneration by 65%. The increase in
with the percentile increase in the managerial managerial remuneration is due to higher eligible profits.

103
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;

iv. The Company’s securities were not suspended during the


39. Director’s Responsibility Statement 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

41. CEO/CFO Certification

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

42. Appreciation & Acknowledgement

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

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

Sd/- Sd/-
Place: Nagpur Manish Nuwal Milind Deshmukh
Date: May 3, 2023 Managing Director & CEO Executive Director

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:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts / arrangements/transactions: 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

(f) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Not Applicable

2. Details of material contracts or arrangement or transactions at arm’s length basis:

a. Name(s) of the related party and nature of relationship: Not Applicable

b. Nature of contracts / arrangements / transactions: Not Applicable

c. Duration of the contracts / arrangements / transactions: Not Applicable

d. Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

e. Date(s) of approval by the Board, if any: Not Applicable

f. Amount paid as advances, 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

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Annexure B1
Form No. MR - 3

SECRETARIAL AUDIT REPORT


For the period ended on 31st March, 2023

(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’):-

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Solar Industries India Limited / Annual Report 2022-23

g) Legal Metrology Act, 2009 We further report that:


h) The Public Liability Insurance Act, 1991 The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors, Independent
i) The Minimum Wages Act, 1948
Directors and a Woman Director. The Changes in the composition of
j) The Contract Labour (Regulation and Abolition) Act, 1970 Board of Directors that took place during the period under review
were carried out in compliance with the provisions of the Act.
k) The Factories Act, 1948
Adequate notice is given to all directors to schedule the Board
l) The Industrial Disputes Act, 1947 Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance, and a system exists for seeking and obtaining
We have relied on the representations made by the Company, further information and clarifications on the agenda items before
its Officers and Reports of the Statutory Auditor for the systems the meeting and for meaningful participation at the meeting.
and mechanism framed by the Company for compliances under
other Acts, Laws and Regulations applicable to the Company. All decisions at Board Meetings and Committee Meetings are
carried out unanimously as recorded in the minute’s book, while
We have also examined compliance with the applicable clauses the dissenting members’ views, if any, are captured and recorded as
of the Secretarial Standards issued by The Institute of Company part of the minutes.
Secretaries of India.
We further report that there are adequate systems and processes
During the period under review the Company has complied in the company commensurate with the size and operations of the
with the provisions of the Act, Rules, Regulations, Guidelines, company to monitor and ensure compliance with applicable laws,
Standards, etc. mentioned above. rules, regulations and guidelines.

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

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Annexure B2
Form No. MR - 3

SECRETARIAL AUDIT REPORT


For the period ended on 31st March, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]

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

We further report that:

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

1. Brief outline on CSR Policy of the Company:

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

2. Health & Hygiene

3. Ensuring environmental sustainability

4. Rural Development

5. Skill Development

2. Composition of CSR Committee as on March 31, 2023:

Number of meetings of Number of meetings of CSR


Sr. Designation /
Name of Director CSR Committee held during Committee attended during the
No. Nature ofDirectorship
the year year
1. Shri Saytanarayan Nuwal Chairman/ Non-Executive 4 4
Director
2. Shri Manish Nuwal Member/ Executive 4 4
Director / MD & CEO
3. Smt Sujitha Karnad1 Member/Non-Executive N.A. N.A.
Independent Director
Note:-
1. Smt Sujitha Karnad was appointed as a member of the CSR Committee w.e.f. March 3, 2023
2 Shri Ajai Nigam resigned from the Board of the Company w.e.f. March 3, 2023.

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

1. Setting Welfare Nagpur


up old activities
age homes, for senior
day care center citizen

2. Menstrual Hygiene for Bazargaon


Hygiene Women
Total J 5.825

c) Amount spent in Administrative Overheads:- Nil

d) Amount spent on Impact Assessment, if applicable:- Nil

e) Total amount spent for the Financial Year [(a)+(b)+(c)]:- J 5.825 Crore

f) CSR amount spent or unspent for the financial Year 2022-2023:

Amount Unspent (in J)


Total Amount transferred to Unspent Amount transferred to any fund specified under
Total amount Spent for
CSR Account as per section 135(6) Schedule VII as per second proviso to section 135(5)
the Financial Year (in J)
Name of the
Amount. Date of transfer Amount Date of transfer
Fund

H 5.825 Crore NA NA NA NA NA

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

g) Excess amount for set-off, if any:

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

Sl. Preceding Amount Balance Amount Amount transferred to a Amount Deficiency,


No. Financial transferred to Amount in Spent in Fund as specified under remaining If any
Year Unspent CSR Unspent the Schedule VII as per to be
Account under CSR Financial second proviso to spent in
subsection Account Year subsection succeeding
(6) of under subsection (in J) (5) of section 135, Financial
section 135 (6) of if any Years
(in J) section 135 (in J)
(in J)

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.

For and on behalf of Corporate Social Responsibility Committee

Manish Nuwal Satyanarayan Nuwal


Managing Director and CEO Chairman of CSR Committee

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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.

A. CONSERVATION OF ENERGY Technology: After successfully developing and absorbing new


technology in product or manufacturing process, it is then
The Company has always been a forerunner in conservation of tested in our specified testing plants before implementing it
energy and natural resources. All manufacturing processes and on regular basis. Most of the existing manufacturing processes
products are designed for minimising carbon footprints and and technology has been developed in house and occasionally
are being continuously upgraded to consistently accomplish seeks advice of experts from India and overseas as well. The
this goal. The Company has a distinction of having key plants Company is not dependent on any foreign technology for its
certified for ISO 14001:2015 and ISO 45001:2018 which existing product line and strives continuously for technology
is a culmination of our sustained efforts and our policy of development and absorption for new products. We are open
protecting environment and natural resources. for buying technologies from abroad.

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.

Modification of existing process for some of the


B. TECHNOLOGY ABSORPTION, ADAPTATION AND
products and enduring savings in cost of production.
INNOVATION
Improvement in quality of Packaged & Bulk Explosives
Efforts in Brief: The Company has full-fledged Research &
and Initiating Systems.
Development Division engaged in research on new products,
processes optimization and study on the existing operations, Product Development for application in Defence and
and to ensure parameters to continuously improve the product Oil exploration.
quality, safety and being cost effective
Successful trials of SETT (System of Explosives
The establishment of Center of Excellence for Life Cycle Tracking and Tracing) on finished goods.
Assessment for Explosives and Ammunition has been to fulfill
our endeavor to create a highly efficient and advanced R&D
facility to support defence establishments.

116
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

c) Future plan of action: d) Expenditure on R&D:

Developing applications to improve Sr. 2022-23


Particulars
blasting resolutions. No (H In Crore)
Enhancing Customer’s Satisfaction while handling 1 Capital 0.00
the products at the end users. 2 Recurring 0.58
3 Total 0.58
Introducing new products for different applications 4 R&D Expenditure percentage of 0.01
in Defence Sector. Turnover

Developing Product variants for mining segment.


C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Improvement in Trace & Trace for Finished Goods in
compliance with PESO guidelines. Sr. 2022-23
Particulars
Develop substitute Eco-friendly chemicals and No (H In Crore)
eliminate hazardous chemicals in the processes. a Earnings in Foreign Exchange 711.05
b Outgo in Foreign Exchange 723.96
Improving Quality and Shop-floor safety of Packaged
Explosives and Initiating System.

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

117
Solar Industries India Limited / Annual Report 2022-23

Report on Corporate Governance


A Report on compliance with the principles of Corporate Governance  Policy on Values and Behavior i.e. “Vyavahar Sanhita”
as prescribed by The Securities and Exchange Board of India (SEBI)
 Code of Conduct for Directors and Senior
in terms of Regulation 34 read with Chapter IV and Schedule V of
Management Personnel
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 [SEBI (LODR) Regulation, 2015] and the report contains the  Code of Practices and Procedures for fair disclosures of
details of Corporate Governance systems and processes at Solar unpublished price sensitive information
Industries India limited.
 Code of Conduct for Prohibition of Insider Trading Policy
for procedure of inquiry for leak of UPSI
1. CORPORATE GOVERNANCE AWARD:
 Remuneration Policy for Directors, Key Managerial
Solar Industries India Limited has been bestowed with the Personnel and other Employees
Golden Peacock award for Excellence in Corporate Governance
- 2022 under the Engineering (Explosives) category.  Policy on Performance Evaluation of Independent Director,
Board of Directors, Committees, Key Managerial Personnel.
Golden Peacock Awards, instituted by Institute of Directors,
 Vigil Mechanism and Whistle Blower Policy
India, is regarded as an industry benchmark of Corporate
Excellence worldwide to celebrate and honour the best  Corporate Social Responsibility Policy
governed companies, “This award is a testimony to our
consistent efforts to adhere to the highest standards in  Policy on Related Party Transactions
corporate governance and organisational practices.  Policy for determining Material Subsidiaries

 Policy on prevention of Sexual Harassment at work place


2. CORPORATE GOVERNANCE FRAMEWORK:
 Policy on Environment, Health and Safety
2.1. Company’s Philosophy on Corporate Governance:
 Policy on Disclosure of Material Events
SOLAR’S philosophy of Corporate Governance is founded
 Policy on Preservation of Documents
on the pillars of fairness, accountability, disclosures and
transparency. These pillars have been strongly cemented which  Policy for Dividend Distribution
is reflected in your Company’s business practices and work
 Risk Management Policy
culture. The sound governance processes and systems guide
the Company on its journey towards continued success. The  Information Security Policy
practice of responsible governance has enabled your Company
 Data Privacy Policy
to achieve sustainable growth, while meeting the aspirations
of its stakeholder’s and societal expectations.  Anti-Bribery Policy

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.

2.2. Corporate Governance Policies:  Governance by Committees of 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.

118
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.

To enable the Board to discharge its responsibilities effectively


Promoter and take informed decisions, the Management appraises the
Chairman and Board through a presentation at every Meeting on the overall
.5%

Non-Executive Director performance of your Company.


12

Managing Director & CEO 12.5%


50% In the path of digitization and with a view to ensure its
commitment to Go-Green initiative of the Government, the
Executive Directors 25% Company circulates to its Directors, notes for Board/ Committee
meetings through an electronic platform thereby ensuring high
Non-Executive standard of security and confidentiality of Board papers.
Independent Directors
Non-Promoter Recording minutes of
 proceedings at Board and
Committee Meetings:

The minutes of the proceedings of each Board and Committee


meetings are recorded by the Company Secretary or any other
The Board as part of its succession planning exercise
person authorised by the Board. Draft minutes are circulated to
periodically reviews its composition to ensure that the same
Board/Committee members for their comments. The minutes
is closely aligned with the strategy and long-term Objectives
are entered in the minute’s book within 30 days from the
of the Company.
conclusion of the meeting.
3.2 Board Procedures and flow of information to the Board:
Post meeting follow-up mechanism:
The Board meets at regular intervals to discuss and decide
The guidelines for Board and Committee meetings facilitate an
on Company/business policy and strategy apart from other
effective post meeting follow-up, review and reporting process
Board businesses.
for decision taken by the Board and Committees thereof.
Your Company holds at least four Board Meetings in a year, one
Important decisions taken at Board/Committee meetings
in each quarter to review the financial results and other items
are communicated promptly to the concerned departments/
of the agenda. Apart from the four scheduled Board meetings,
divisions. Action taken report on decision/minutes of the
additional Board meetings are also convened to address the
previous meetings is placed at the succeeding meeting of the
specific requirements of the Company. However, in case of a
Board/Committees for noting.
special and urgent business need, the Board’s approval is taken
by passing resolutions by circulation, as permitted by law, which Compliance:
are noted and confirmed in the subsequent Board Meeting.
The Company Secretary, while preparing the agenda, notes
The notice setting out the detailed Agenda of Board Meeting
on agenda and minutes of the meetings, is responsible for
is given well in advance to all the Directors. The Agenda and
and is required to ensure adherence to all applicable laws and

119
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.

121
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.

3.4 Confirmation from the Board:


The Board of Directors be and hereby confirm that in the opinion of the Board, the Independent Directors fulfill the conditions specified
by SEBI (LODR) Regulations, 2015 and they are independent of the management.

3.5 Profile of Board of Directors:

Brief Profile of all the Directors are available on the Company’s website i.e. www.solargroup.com

Directorships and Memberships of Board and Committees as on March 31, 2023:

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.

3.6 Core Skills / Expertise / Competencies available with the Board:


The Board comprises of qualified members who possess required skills, expertise and competencies that allow them to make effective
contributions to the Board and its Committees.
The following skills / expertise / competencies have been identified for the effective functioning of the Company and are currently
available with the Board:

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.

3.7 Disclosure of relationship between Directors inter-se:

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.

3.8 Number of shares and Non-Convertible Instruments held by Non-Executive Director:

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.

3.9 Directors Shareholding as on March 31, 2023:

Sr. No. of Equity % to the paid up share


Name of Directors
No. Shares held capital of the Company
1. Shri Satyanarayan Nuwal 3238254 3.58%
2. Shri Manish Nuwal 35232069 38.93%
3. Shri Suresh Menon Nil 0.00
4. Shri Milind Deshmukh Nil 0.00

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.

3.10 Code of Conduct: 3.11 Performance Evaluation:

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

124
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.

D. Attendance at Audit Committee as on March 31, 2023:

Sr. Nature of Number of


Name of Member(s) Category Attendance
No. Membership Meetings attended
1. Shri Amrendra Verma1 Chairman Non-Executive Independent Director 4/4 100%
2. Shri Manish Nuwal Member Managing Director and CEO 4/4 100%
3. Smt. Sujitha Karnad Member Non-Executive Independent Director 4/4 100%
5. Shri Natrajan Ramkrishna2 Member Non-Executive Independent Director 2/2 100%
6. Shri Dilip Patel3 Member Non-Executive Independent Director 2/2 100%
Note:
1. Appointed as a chairman w.e.f. October 20, 2022.
2. Appointed as a Member w.e.f. October 19, 2022
3. Stepped down w.e.f. October 19, 2022.
The Chairman of the Audit Committee was present at the 27th Annual General Meeting of the Company.
In pursuance, to Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
members of the Audit Committee possess financial / accounting expertise / exposure.

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.

Composition: 3. Specify methodology for effective evaluation of


performance of Board/Committees/Directors either
Sr. No. Name of the Director Designation
by Board, NRC or an Independent external agency
1. Shri Amrendra Verma Chairman and to review implementation of evaluation system;
2. Smt Sujitha Karnad Member

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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.

C. Attendance of Nomination and Remuneration Committee as on March 31, 2023:

Sr. Nature of Number of Meetings


Name of Member(s) Category Attendance
No. Membership attended

1. Shri Amrendra Verma Chairman Non-Executive 2/2 100%


Independent Director
2. Smt. Sujitha Karnad Member Non-Executive 2/2 100%
Independent Director
3. Shri Natrajan Ramkrishna1 Member Non-Executive - -
Independent Director
4. Shri Dilip Patel2 Member Non-Executive 1/1 100%
Independent Director
5. Shri Ajai Nigam3&4 Member Non-Executive 1/1 100%
Independent Director
Notes:
1. Appointed w.e.f. March 3, 2023.
2. Stepped down w.e.f. October 19, 2022
3. Appointed w.e.f. October 19, 2022
4. Stepped down w.e.f. March 3, 2023.
The Chairman of the Nomination and Remuneration Committee was present at the 27th Annual General Meeting of the Company.

D. Remuneration Policy: the shareholders at the General Meetings. Annual


increments are linked to performance and are decided
1. Remuneration to Executive Directors:
by the Nomination and Remuneration Committee
The appointment and remuneration of all the and recommended to the Board for approval thereof.
Executive Directors of the Company is governed
The remuneration policy is directed towards rewarding
by the recommendation of the Nomination and
performance, based on review of achievements. It is
Remuneration Committee, Resolutions passed by
aimed at attracting and retaining high caliber talent.
the Board of Directors and Shareholders of the
The Nomination and Remuneration Policy is displayed
Company. The remuneration package of all the
on the Company’s website viz. www.solargroup.com.
Executive Directors comprises of salary, perquisites
and allowances, and contributions to Provident Presently, the Company does not have a stock options
and other Retirement Benefit Funds as approved by scheme for its Directors.

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Solar Industries India Limited / Annual Report 2022-23

E. Executive Directors Remuneration:

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

1. Shri Manish Nuwal 4.20 7.50 0.06 Performance Nil


Managing Director criteria is based
& CEO Performance on the
As criteria is based performance
As per
per on the performance of the
2. Shri Suresh Menon 0.82 - 0.01 the rules Nil
policies of the Company Company
Executive Director of
and rules and as may decided and as may
the
3. Shri Milind 0.85 - 0.01 of the by the Board from decided Nil
Company
Deshmukh Company time by
Executive Director to time. the Board
from time
to time.

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.

F. Non-Executive Independent Directors Remuneration:

1. The Chairman of the Company is a Non-Executive Director.

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:

Remuneration paid to Non-Executive Directors during the FY 2022-23:

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

4.3 Stakeholders Relationship Committee: statutory notification / amendment or modification


as may be applicable
The Stakeholders Relationship Committee of the Company
is constituted in line with the provisions of Regulation 20 of 4. Perform such other functions as may be necessary or
SEBI (LODR) Regulations, 2015 read with Section 178 of the appropriate for the performance of its duties such as :-
Companies Act, 2013.
a. Resolving the grievances of the security holders
The Stakeholders Relationship Committee is responsible of the listed entity including complaints related
for the satisfactory redressal of investor complaints and to transfer/transmission of shares, non - receipt
recommends measures for overall improvement in the quality of annual report, non-receipt of declared
of investor services. dividends, issue of new/duplicate certificates,
general meetings etc.
Composition:
b. Review of measures taken for effective exercise
Sr. of voting rights by shareholders.
Name of Directors Designation
No.
c. Review of adherence to the service standards
1. Shri Amrendra Verma Chairman adopted by the listed entity in respect of various
2. Shri Manish Nuwal Member
services being rendered by the Registrar & Share
3. Shri Suresh Menon Member
Transfer Agent.

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.

C. Attendance of Stakeholders Relationship Committee as on March 31, 2023:

Sr. Number of
Name of Member(s) Nature of Membership Category
No. meetings attended

1. Shri Amrendra Verma Chairman Non-Executive Independent Director 4/4


2. Shri Manish Nuwal Member Executive Director 4/4
3. Shri Suresh Menon Member Executive Director 4/4

The Chairman of the Stakeholders Relationship Committee was present at the 27th Annual General Meeting of the Company.

D. Nature of Complaints and Redressal Status:


Investor Complaint No. of complaints including through SEBI SCORES platform
Complaints pending at the beginning of the FY 2022-23 1*
Number of Complaints received during the FY 2022-23 0
Number of Complaints redressed during the FY 2022-23 0
Complaints pending at the end of the FY 2022-23 1

*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

a) That Respondents by themselves or through their Composition:


servants, officers and agents be restrained by an
order of injunction from acting in furtherance of or Sr.
Name of Director Nature of Membership
implementation of or pursuant of the notice dated No.
30/07/2020 and intimation of vacation of office 1. Shri Satyanarayan Nuwal Chairman
made by R1 to the BSE and NSE dated 30/07/2020. 2. Shri Manish Nuwal Member
3. Smt Sujitha Karnad1 Member
b) That Respondents by themselves and/or through 4. Shri Ajai Nigam2 Member
their servants, officers and agents be restrained from
interfering and obstructing the Applicant No. 1 from Notes:

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.

ix. To report regularly to the Board.


4.4 Corporate Social Responsibility Committee:
The Company has framed the CSR Policy which is available at
The Committee’s prime responsibility is to assist the Board in
its website: https://bit.ly/CSRpolicy
discharging its social responsibilities by way of formulating and
monitoring implementation of the framework of corporate social B. Meetings during the Year:
responsibility policy, observe practices of Corporate Governance
at all levels, and to suggest remedial measures wherever The Committee met four times during the year under
necessary. The Board has also empowered the Committee to look review. The Committee meetings were held on May
into matters related to sustainability and overall governance. 2, 2022, July 23, 2022, November 3, 2022 and
January 24, 2023.
The Committee’s composition and terms of reference are in
compliance with the provisions of the Companies Act, 2013. The necessary quorum was present for all the meetings.

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Attendance of Corporate Social Responsibility Committee as on March 31, 2023:


Sr. Number of
Name of Director Nature of Membership Category
No. meetings attended

1. Shri Satyanarayan Nuwal Chairman Chairman and Non-Executive 4/4


Director
2. Shri Manish Nuwal Member Managing Director and CEO 4/4
3. Smt. Sujitha Karnad1 Member Non-Executive Independent -
Director
4. Shri Ajai Nigam2 Member Non-Executive Independent 4/4
Director
Notes:
1. Appointed w.e.f March 3, 2023
2. Resigned w.e.f March 3, 2023
The Chairman of the Corporate Social Responsibility Committee was present at the 27th Annual General Meeting of the Company.

4.5 Risk Management: A. Terms of reference:

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.

The necessary quorum was present for all the meetings.

C. Attendance of Risk Management Committee as on March 31, 2023:

Sr. Number of meetings


Name of Member(s) Nature of Membership Category
No. attended
1. Shri Manish Nuwal Chairman Managing Director & CEO 3/3
2. Shri Suresh Menon Member Executive Director 3/3
3. Shri Milind Deshmukh Member Executive Director 3/3
4. Shri Amrendra Prasad Verma Member Non-Executive Independent Director 2/3
5. Smt. Sujitha Karnad1 Member Non-Executive Independent Director 2/3
6. Shri Moneesh Agrawal Member Joint Chief Financial officer 2/3
7. Smt. Shalinee Mandhana Member Joint Chief Financial officer 3/3

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Solar Industries India Limited / Annual Report 2022-23

Sr. Number of meetings


Name of Member(s) Nature of Membership Category
No. attended
8. Shri Sanjay Singh Member Senior General Manager-Safety 2/3
9. Shri Prashant Joshi Member Senior General Manager- IT 1/3
10. Shri Kedar Ambikar Member General Manager-Corporate HR 3/3
11. Shri Natrajan Ramkrishna2 Member Non-Executive Independent Director 1/1
12. Shri Dilip Patel3 Member Non-Executive Independent Director 1/2

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.

4.6 Executive Committee: 1.1 Reviewing strategic and operational plan of


the Company and advising on its execution to
The Executive Committee was constituted, with an objective to the Management.
manage the day to day operations of the Company in a smooth
way. The Executive Committee looks after day to day business 1.2 Advising the management and executives on
like planning, corporate governance, finance, audit, human implementing the Company’s laid down policies.
resources, occupational health and safety, operational issues,
performance monitoring, stakeholder management and takes 1.3 Ensuring that all approvals of finance arrangements
decisions on matters requiring immediate attention. are in place, finance for operations is available on
time and at the best rate, financial compliances
The Executive Committee is comprised of Executive Director(s) are being done.
and senior managerial personnel of the Company. The
Managing Director and CEO of the Company is the Chairman 1.4 Overseeing that the human resources are efficiently
of Executive Committee. and effectively managed and monitoring all activities
with feedback contributing to the continuous
Composition: improvement in governance.

Sr. 1.5 Guiding the management and executives whenever


Name of Directors Designation
No. required on day to day administration.
1. Shri Manish Satyanarayan Nuwal Chairman B. Meetings during the Year:
2. Shri Suresh Menon Member
3. Shri Milind Deshmukh Member The Committee met Twenty Seven times during the
year under review.
A. Terms of reference:
The necessary quorum was present for all the meetings.
1. The principal responsibilities of the Executive
Committee are as follows:

C. Attendance of Executive Committee as on March 31, 2023:

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.

7. THIRD LAYER GOVERNANCE BY SHAREHOLDERS:


a. General Meetings:
Information of last three Annual General Meetings (AGMs) held
Financial Special Resolution failed to get the
Meeting Date & Time Venue
Year requisite majority.
2021-22 27th AGM June 10, 2022 at Held through Video 1. To Increase the limits of Borrowings
11.30 a.m. Conferencing/ Other Audio u/s 180 (1) (c) of the Companies Act
Visual Means (“VC/OAVM”) 2013.
Facility. 2. To Increase the limits of providing
Deemed venue: Security u/s 180 (1) (a) of the
“Solar” House 14, Kachimet, Companies Act 2013
Amravati Road, Nagpur- 3. To appoint Shri Sanjay Sinha (DIN:
440023 IN 8253225) as a Non- Executive
Independent Director of the
Company.
2020-2021 26th AGM August 31, 2021 at Held through Video No Special Resolution was proposed in
11.30 a.m. Conferencing/ Other Audio 26th AGM of the Company.
Visual Means (“VC/OAVM”)
Facility
Deemed venue:
“Solar” House 14, Kachimet,
Amravati Road, Nagpur-
440023 IN
2019-2020 25th AGM September 16, Held through Video Re-appointment of Smt. Madhu Vij as a
2020 at 11.30 a.m. Conferencing/ Other Audio Non-Executive Independent Director of
Visual Means (“VC/OAVM”) the Company.
Facility.
Deemed venue:
“Solar” House 14, Kachimet,
Amravati Road, Nagpur-
440023 IN

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

Promoter Remote 6,61,91,271 6,61,91,271 100% 3,97,14,763 2,64,76,508 60.00% 40.00%


and E-Voting
Promoter
Group Total 6,61,91,271 6,61,91,271 100% 3,97,14,763 2,64,76,508 60.00% 40.00%
Public- Remote 1,99,94,252 1,89,37,028 94.71 % 1,89,37,028 0 100% 0.00%
Institutions E-Voting

Total 1,99,94,252 1,89,37,028 94.71 % 1,89,37,028 0 100% 0.00%


Public- Remote 43,04,532 10,18,924 23.67% 10,18,863 61 100% 0.00%
Non E-Voting
Institutions
Total 43,04,532 10,18,924 23.67% 10,18,863 61 0.00% 0.00%
Total 90490055 8,61,47,223 95.20% 5,96,70,654 2,64,76,569 69.27 % 30.73 %

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

133
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)

Promoter Remote 6,61,91,271 6,61,91,271 100% 3,97,14,763 2,64,76,508 60.00% 40.00%


and E-Voting
Promoter Total 6,61,91,271 6,61,91,271 100% 3,97,14,763 2,64,76,508 60.00% 40.00%
Group
Public- Remote 1,99,94,252 1,89,37,028 94.71 % 1,89,37,028 0 100% 0.00%
Institutions E-Voting
Total 1,99,94,252 1,89,37,028 94.71 % 1,89,37,028 0 100% 0.00%
Public- Remote 43,04,532 10,18,851 23.67% 10,18,781 70 100% 100%
Non E-Voting
Institutions Total 43,04,532 10,18,851 23.67% 10,18,781 70 0.00% 0.00%
Total 90490055 8,61,47,150 95.20% 5,96,70,572 2,64,76,578 69.27 % 30.73 %

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.

134
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.

8.8 Chairman’s Communique:


8. MEANS OF COMMUNICATION:
A copy of the speech to be given by the Chairman at the
8.1 Financial Results:
AGM will be uploaded on the website of the Company
The quarterly Financial Results of the Company are published i.e.www.solargroup.com
in accordance with the requirements of the SEBI (Listing
8.9 Designated Exclusive email-id for investor services:
Obligations and disclosure Requirements) Regulations, 2015.
The Company addressed various investor-centric letters /
8.2 Newspapers wherein results are normally published:
e-mails / SMS to its shareholders during the year. This include
The Company’s Quarterly/ Half-yearly/ Annual Financial reminders for claiming unclaimed / unpaid dividend from the
results are published in leading newspapers such as, Business Company; claiming shares lying in unclaimed suspense account
Standards (All Editions) and Loksatta (Nagpur Edition). with the Company; dematerialisation of shares, e-voting,
updating e-mail, PAN and bank account details.
8.3 Any website, where displayed:
The Company has designated the following email-id exclusively
The Financial Results of the Company are displayed on the for investor servicing. [email protected]
Company’s website i.e. www.solargroup.com
8.10 NSE Electronic Application Processing System (NEAPS):
8.4 Whether it also displays official news releases:
The NEAPS is a web-based application designed by NSE for
The official news releases along with quarterly results are corporate. All periodical compliance filings like shareholding
generally sent to Stock Exchanges and available on the pattern, corporate governance report, media releases,
Company’s website: www.solargroup.com Structural Digital Database (SDD), among others are filed
electronically on NEAPS.
8.5 Earning conference calls and presentations to Institutional
Investors / Analysts: 8.11 BSE Corporate Compliance & Listing Centre (the ‘Listing
Centre’):
During the FY 2022-23, detailed presentations are made to
institutional investors and financial analysts on the Company’s BSE’s Listing Centre is a web-based application designed for
quarterly, half-yearly as well as annual financial results and corporate. All periodical compliance filings like shareholding
are sent to the Stock Exchanges. These presentations, video pattern, corporate governance report, media releases,
recordings and transcript of the meetings are available on Structural Digital Database (SDD), among others are also filed
the website of the Company. No unpublished price sensitive electronically on the Listing Centre.
information is discussed in the meetings with institutional
investors and financial analysts. 8.12 SEBI Complaints Redress System (SCORES):

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.

Annual Report containing, inter alia, Audited, Standalone


& Consolidated Financial Statements, Director’s Report,

135
Solar Industries India Limited / Annual Report 2022-23

9. GENERAL SHAREHOLDER INFORMATION AND DISCLOSURES:

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

9.1 Market Price Data:

High, Low (based on daily closing prices) during each month in the FY 2022-23 on NSE and BSE:

MARKET PRICE DATA OF BSE & NSE STOCK EXCHANGES FY 2022-23


BSE LIMITED NATIONAL STOCK EXCHANGE OF INDIA LIMITED
MONTH SHARE PRICE SENSEX POINTS SHARE PRICE S & P CNX NIFTY POINTS
HIGH LOW HIGH LOW HIGH LOW HIGH LOW
April 2022 3191.55 2727.40 60845.10 56009.07 3189.95 2733.05 18114.65 16824.70
May 2022 3152.45 2470.00 57184.21 52632.48 3150.00 2478.45 17132.85 15735.75
June 2022 2929.35 2580.00 56432.65 50921.22 2931.60 2575.85 16793.85 15183.40
July 2022 2925.00 2630.00 57619.27 52094.25 2925.00 2619.65 17172.80 15511.05
August 2022 3556.75 2677.75 60411.20 57367.47 3559.50 2675.05 17992.20 17154.80
September 2022 3972.10 3282.00 60676.12 56147.23 3974.95 3280.00 18096.15 16747.70
October 2022 4200.00 3777.35 60786.70 56683.40 4175.05 3810.00 18022.80 16855.55
November 2022 4269.40 3700.05 63303.01 60425.47 4268.95 3700.00 18816.55 17959.20
December 2022 4488.50 3886.20 63583.07 59754.10 4435.00 3888.20 18887.60 17774.25
January 2023 4535.95 3967.55 61343.96 58699.20 4538.00 3965.00 18251.95 17405.55
February 2023 4087.95 3600.05 61682.25 58795.97 4096.90 3645.00 18134.75 17255.20
March 2023 3980.00 3626.50 60498.48 57084.91 3980.35 3631.05 17799.95 16828.35

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
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Se

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BSE Share Price NSE Share Price

9.2 Share Transfer System:

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.

9.3 Distribution of shares and shareholding pattern as on March 31, 2023:

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

9.4 Shareholding Pattern (Category wise) as on March 31, 2023:

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

9.5 Address for Correspondence:

Particulars Contact details Address


For Corporate Ms. Khushboo Pasari
Governance, IEPF and other Compliance Officer/Company Secretary
secretarial matters Tel: (0712) 6634555
Fax: (0712) 2560202 Solar Industries India Limited
Email:[email protected] “Solar” House, 14, Kachimet, Amravati Road
For Institutional Investors and Ms. Aanchal Kewlani Nagpur-440023, Maharashtra
Corporate Tel: (0712) 6634555
Communication related matters Fax: (0712) 2560202
Email:[email protected]
For share transfer, Registrar and Share Transfer Agent Link Intime India Pvt. Limited
transmission, National Link Intime India Pvt. Limited C 101, 247 Park,
Electronic Clearing Tel No: +91 22 49186000 L B S Marg, Vikhroli West, Mumbai 400 083
Service, dividend, Fax: +91 22 49186060
dematerialisation, etc. Email: [email protected]

9.6 Dematerialisation of Shares and liquidity:

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

9.9 Plant Locations as on March 31, 2023:

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

9.10 Credit Rating:

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.

1 Long Term Borrowings C RISIL AA+/Stable Reaffirmed CRISIL Ratings Limited


2 Short Term Borrowings CRISIL A1+ (Reaffirmed) Reaffirmed CRISIL Ratings Limited
3 Non-Convertible Debentures CRISIL AA+/Stable Assigned CRISIL Ratings Limited
4 Commercial Paper CRISIL A1+ Reaffirmed CRISIL Ratings Limited
ICRA A1+ Reaffirmed ICRA Limited

9.11 Major 10 Shareholders as on March 31, 2023 (other than promoters):

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

9.12 Voting through electronic Means: 9.13 Unclaimed Dividends:

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:

Unclaimed Whether it can


Status Can be claimed from Actions to be taken
Dividend be claimed
Upto and Transferred to the Yes File online application in e-form IEPF Authority to pay
including IEPF authority IEPF-5 and send this e-form IEPF-5 the claim amount to the
the Interim dividend to the Registered Office of the shareholder based on
and respective shares Company addressed to the Nodal the e-verification report
for the financial Officer along with complete submitted by the Company
year 2015-16 documents and the documents
transferred to IEPF submitted by the investor
For the Final Dividend Amount lying Yes Link Intime India Pvt. Limited Application to Link Intime
for the financial in respective India Pvt. Limited along with
years 2016-17 to Unpaid Dividend KYC documents
2022-23 Accounts

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.

During the year under review the Company has not


11. 
FOURTH LAYER GOVERNANCE THROUGH
received any complaints about unethical behaviour from
MANAGEMENT PROCESS:
the Whistle Blowers.
11.1 Other Disclosures:
The Whistle Blower Policy is available on the website of
a. Disclosure of Related Party Transactions: the Company. This Policy can be accessed at: https://bit.
ly/SolargroupVM.
There are no material related party transactions during
c. Definition of Material Subsidiary:
the year under review that have conflict with the interest
of the Company. Transactions entered into with related In terms of Regulation 16 (1) (c) and Regulation 24 of
parties during FY 2022-23 were in the ordinary course of SEBI (Listing Obligations and Disclosure Requirements)
business and at arms’ length basis and were approved by Regulations, 2015 the Company has adopted a Policy for
the Audit Committee. determining Material Subsidiary.
As required under Regulation 23 of Listing Regulations, Economic Explosives Limited is a material subsidiary of
the Company has adopted a policy on dealing with and the Company as per the thresholds laid down under the
materiality of Related Party Transactions has been placed Listing Regulations. There has been no material change
on the Company’s website and can be accessed at the in the nature of the business of the subsidiary. The Board
following link: https://bit.ly/SolargroupRPTpolicy
of Directors of the Company has approved a Policy for
b. Whistle Blower Policy/Vigil Mechanism: determining material subsidiaries which is in line with the
Listing Regulations as amended from time to time and the
The Company has a whistle blower Policy and has said policy is available on the Company’s website. The Policy
established the necessary vigil mechanism for directors can be accessed at: https://bit.ly/SolargroupDMSpolicy
and employees to report concerns about unethical

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:

Sr. Name of the Date & Place Date of appointment


Name of the Statutory Auditor
No. Material Subsidiary of Incorporation of Statutory Auditor
1 Economic Explosives Limited August 16, 1995 M/s SRBC & Co. LLP Jointly with May 2, 2022
Nagpur, Maharashtra, India M/s Gandhi Rathi & Co.

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.

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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.

I. Protection of Women at Workplace: The Company is committed to providing a safe and


conducive work environment to all of its employees
The Company believes that every employee should have and associates.
the opportunity to work in an environment free from any
conduct which can be considered as Sexual Harassment. Disclosures in relation to the Sexual Harassment of
The Company is committed to treat every employee with Women at Workplace (Prevention, Prohibition and
dignity and respect. Redressal) Act, 2013:

The Company’s Policy on Prevention of Sexual Harassment Sr.


Particulars Number Number
at Workplace is in line with the requirements of the No.
Sexual Harassment of Women at Workplace (Prevention, 1 Number of complaints on Sexual Nil
Prohibition and Redressal) Act, 2013 (Prevention of Sexual harassment received during the year
Harassment of Women at Workplace Act) and Rules 2 Number of Complaints disposed Not Applicable
framed thereunder. Internal Complaints Committee has off during the year
also been set up to redress complaints received regarding 3 Number of cases pending as on Not Applicable
sexual harassment. end of the Financial Year

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

11.2 Discretionary Requirements under Regulation 27 of Listing c. Audit Qualifications:


Regulation:
During the year under review, there is no audit qualification
The listed entity has complied with the Discretionary in your Company’s financial statements. Your Company
requirements as specified in Part E of Schedule II. continues to adopt best practices to ensure regime of
unqualified financial statements.
a. The Board:
d. Reporting of Internal Auditor:
The Chairman of the Company is a Non-Executive Director.
The chairperson’s office is maintained at the listed entity’s The Internal Audit Department of the Company, co-
expense and also allowed reimbursement of expenses sourced with professional firms of Chartered Accountants,
incurred in performance of his duties. reports directly to the Audit Committee

b. Shareholders rights: e. Separate posts of Chairperson and the Managing


Director or the Chief Executive Officer:
The quarterly and half yearly financial results of the
Company are published in the English newspaper The Chairman is a Non-Executive Director and is related
(Business Standard) having a wide circulation all over to the Managing Director & Chief Executive Officer
India and in a Marathi newspaper (Loksatta) having a of the Company.
circulation in Nagpur, the same are not sent separately
to the shareholders of the Company, but hosted on the
website of the Company.

146
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

12. CEO AND CFO CERTIFICATION: 13. 


AUDITOR’S CERTIFICATE ON CORPORATE
GOVERNANCE:
The Managing Director & Chief Executive Officer (CEO) and
the Chief Financial Officer (CFO) of the Company give annual The Company has obtained the certificate from one of the
certification on financial reporting and internal controls to the Company’s Joint Statutory Auditors, Gandhi Rathi & Co.,
Board in terms of Regulation 17(8) of the Listing Regulations, Chartered Accountants, regarding compliance with the
copy of which is attached to this Report. The CEO and the provisions relating to the Corporate Governance as stipulated
CFO also give quarterly certification on financial results while under the certificate annexed to the report on Corporate
placing the financial results before the Board in terms of Governance Schedule V and Regulation 34 of SEBI (Listing
Regulation 33(2) of the Listing Regulations. Obligations and Disclosure Requirements) Regulations, 2015
for the FY 2022-23, as attached to this report and will be sent
to the stock exchanges along with this annual report to be
filled by the Company.

Declaration by Chief Executive Officer (CEO)


I, Manish Satyanarayan Nuwal, Managing Director and Chief Executive Officer of Solar Industries India Limited hereby confirm pursuant to
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that:

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.

For Solar Industries India Limited

Place: Nagpur
Manish Nuwal
Date: May 3, 2023
Managing Director
& Chief Executive Officer
DIN: 00164388

147
Solar Industries India Limited / Annual Report 2022-23

Certificate by Chief Executive Officer (CEO)


and Chief Financial Officer (CFO)
(Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements, 2015)

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.

4) We have indicated to the auditors and the Audit committee of:

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

Manish Nuwal Shalinee Mandhana Moneesh Agrawal


Managing Director & Joint CFO Joint CFO
Chief Executive Officer
DIN: 00164388

Place: Nagpur
Date: May 3, 2023

148
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Certificate by the Auditors on


Corporate Governance

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.

For and on behalf of


Gandhi Rathi & Co.
Chartered Accountants

C.N. Rathi
Partner
M.No. 39895
Place: Nagpur Firm Registration No. 103031W
Date: May 3, 2023 UDIN – 23039895BGXQPC5225

149
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.

For and on behalf of


T.S. Pahade & Associates

Tushar S. Pahade

FCS 7784
CP 8576
Place: Nagpur UDIN- F007784E000111822
Date: April 16, 2023

150
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Business Responsibility and Sustainability


Report
Our Journey:

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.

Section A: General Disclosures

I. Details of the Listed Entity

1 Corporate Identity Number (CIN) of the Listed Entity L74999MH1995PLC085878


2 Name of the Listed Entity Solar Industries India Limited
3 Year of incorporation 24/02/1995
4 Registered office address “Solar” House,14, Kachimet, Amravati Road, Nagpur – 440023
5 Corporate address “Solar” House,14, Kachimet, Amravati Road, Nagpur – 440023
6 E-mail [email protected]
7 Telephone 0712-6634555
8 Website www.solargroup.com
9 The financial year for which reporting is being done April 1, 2022 to March 31, 2023
10 Name of the Stock Exchange(s) where shares are listed BSE Limited,
National Stock Exchange of India Limited
11 Paid-up Capital 90490055 Equity shares of H 2/- each amounting H 18.10 Crores
12 Name of the Contact Person Mrs. Khushboo Pasari
Telephone 0712- 6634555
Email address [email protected]
13 Reporting Boundary The disclosures made in the BRSR Report are on the Standalone basis

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.)

S. No. Product/ Service NIC Code % Of Total Turnover contributed


1. Industrial Explosives and Initiating Systems 24292 95

Please refer to Company’s website (www.solargroup.com) for complete details of products.

III. Operations

16. Number of locations where plants and/ or operations/ offices of the entity are situated:

Location Number of Plants No. of Offices Total


National 25 3 28
International NA NA NA

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.

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Solar Industries India Limited / Annual Report 2022-23

17. Market served by the entity

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?

On standalone basis exports contributed 5% in the total turnover of the Company.

C. A brief on types of customers

Solar is one of the leading Companies in the manufacturing of Explosives for mining and defence applications. The industries
catered by Solar are:

1. CIL (Coal India Limited)


2. Non CIL & Institutional
3. Housing & Infrastructure
4. Exports & overseas
5. Defence

IV. Employees

18. Details as at the end of Financial Year:

a. Employees and workers (including differently abled):

S. Total Male Female


Particulars
No. No.(A) No. (B) % (B/A) No. (C) % (C/A)
Employees
1 Permanent Employees (D) 790 732 92.7 58 7.3
2 Other than Permanent Employees (E) - - - - -
3 Total Employees (D + E) 790 732 92.7 58 7.3
Workers
4 Permanent (F) 991 959 96.8 32 3.2
5 Other than Permanent (G) 2536 1893 74.6 643 25.4
6 Total Workers (F + G) 3527 2852 80.9 675 19.1

b. Differently abled Employees and workers:

S. Total Male Female


Particulars
No. No.(A) No. (B) % (B/A) No. (C) % (C/A)
Employees
1 Permanent Employees (D) 0 0 0 0 0
2 Other than Permanent Employees (E) 0 0 0 0 0
3 Total Employees (D + E) 0 0 0 0 0
Workers
4 Permanent (F) 3 3 100 0 0
5 Other than Permanent (G) 2 2 100 0 0
6 Total Differently Abled Employees 5 5 100 0 0
(F + G)

19. Participation/ Inclusion/ Representation of women

S. No. and % of females


Category Total No. (A)
No. No. (B) % (B/A)
1 Board of Directors 8 1 12.5
2 Key Management Personnel 6 2 33.33

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20. Turnover rate for permanent employees and workers

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%

V. Holding, Subsidiary and Associate Companies (including joint ventures)

21. Names of holding/ subsidiary/ associate companies / joint ventures

Does the entity indicated


Indicate whether it is
Name of the holding / subsidiary % Of shares held at Column A, participate in
S. a holding/ Subsidiary/
/ associate companies / joint by listed entity* the Business Responsibility
No. Associate / or Joint
ventures (A) initiatives of the listed entity?
Venture
(Yes/ No)
1. Economic Explosives Limited Subsidiary 100 Yes
2. Solar Defence Limited Subsidiary 100 No
3. Solar Defence Systems Limited Subsidiary 100 No
4. Emul Tek Private Limited Subsidiary 100 No
5. Solar Avionics Limited Subsidiary 100 No
6. Solar Explochem Limited Subsidiary 100 No
7. Solar Overseas Mauritius Limited Subsidiary 100 No
8. Solar Explochem Zambia Limited Step down Subsidiary - No
9. Nigachem Nigeria Limited Step down Subsidiary - No
10. Solar Patlayici Maddeler San. A.S. Step down Subsidiary - No
11. Solar Overseas Netherlands B.V. Step down Subsidiary - No
12. Solar Mining Services Pty Limited, Step down Subsidiary - No
South Africa
13. P.T. Solar Mining Services Step down Subsidiary - No
14. Solar Nitro Ghana Limited Step down Subsidiary - No
15. Solar Madencilik Hizmetleri A.S. Step down Subsidiary - No
16. Solar Overseas Netherlands Step down Subsidiary - No
Cooperative U.A.
17. Solar Overseas Singapore Pte Step down Subsidiary - No
Limited
18. Solar Industries Africa Limited Step down Subsidiary - No
19. Solar Nitro Zimbabwe (Private) Step down Subsidiary - No
Limited
20. Solar Nitro Chemicals Limited Stepdown Subsidiary - No
21. Solar Mining Services Pty Limited, Step down Subsidiary - No
Australia
22. Solar Mining Services Cote D’ivoire Step down Subsidiary - No
Limited Sarl
23. Solar Venture Company Limited Step down Subsidiary - No
24. Solar Mining Services Burkina Faso Step down Subsidiary - No
Sarl
25. Solar Mining Services Albania Step down Subsidiary - No
26. Solar Nitro SARL Step down Subsidiary - No
27. Astra Resources Pty Limited, South Joint Venture - No
Africa
28. ZMotion Autonomus Systems Associate 45 No
Private Limited

VI. CSR Details

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.

(ii) Turnover of the Company for FY 23 is: H 4162.24 Crore


(iii) Net worth of the Company for FY 23 is: H 1767.42 Crore

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Solar Industries India Limited / Annual Report 2022-23

VII. Transparency and Disclosures Compliances

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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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 Policies are hosted on the website of the Company www.solargroup.com

24. Overview of the entity’s material responsible business conduct issues

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.

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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.

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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.

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Solar Industries India Limited / Annual Report 2022-23

Section B: Management and Process Disclosures

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.

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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

10. Details of Review of NGRBCs by the Company:

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:

Total number %Age of persons in


of training and respective category
Segment Topics/ principles covered under the training and its impact
awareness covered by the
programmes held awareness programmes
Board of 2 Familiarisation During FY 23, various updates were made at the Board and 100
Directors Programs. Committee meetings. Independent Directors in their capacity
as members of various Committees of the Board were informed
Quarterly on developments relating to regulatory, economic, and
presentations in operating environmental changes, new business initiatives,
Board and Committee strategic investments, corporate governance, information
Meetings technology, and various risk indicators. Familiarisation
programs were arranged during the year for newly inducted
Independent Directors of the Company. Further, updates
on performance review, strategy and key regulatory
developments, CSR initiatives and ESG are presented at the
quarterly board meetings through presentations. The Board
and Audit Committee is updated on key compliance, risk and
audit observations, impact arising out of the issues along with
management action plans. During FY 23, approximately 25
hours have been spent by the Board of Directors on various
familiarization programs, attending Board/Committee meetings
presentations, one-on-one and group sessions.
Key 4 Solar has designed training programs specifically for the 100
Management leadership team, covering important topics to enhance their
Personnel skills and competencies. The key training sessions covered
important topics such as the Code of Conduct, which focused
on corporate governance and good corporate citizenship.
Additionally, the sessions addressed the Company's whistle-
blower policy and its sustainability policies.
Employees 45 sessions covering The Company places great emphasis on employee learning 97
other than 38 topics and development. The employees undergo various training/
BODs and awareness sessions such as induction training at the time of
KMPs joining, safety training, technical and compliance training
during employment. During FY23 periodic awareness programs
on topics like ESG, Code of Conduct, sexual harassment, Insider
trading, Vigil mechanism, etc were conducted by the Company.
Workers 350 Safety training is provided to the workers on a continuous 90
basis. Additionally, the Company has developed special training
programs for the workers to enhance their skills. The key topics
covered in such trainings are Job specific training, Safety and
quality training, 5S etc.

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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

Name of the regulatory/


NGRBC Has an appeal been
Type enforcement agencies/ Amount (J) Brief of the case
Principle preferred? (Yes/No)
judicial institutions
Penalty/ Fine Nil Nil Nil Nil Nil
Settlement Nil Nil Nil Nil Nil
Compounding fee Nil Nil Nil Nil Nil

b. Non-monetary

Name of the regulatory/ Has an appeal


NGRBC
Type enforcement agencies/ judicial Brief of the case been preferred?
Principle
institutions (Yes/No)
Imprisonment Nil Nil Nil Nil
Punishment Nil Nil Nil Nil

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.

Name of the regulatory/ enforcement agencies/ judicial


Case Details
institutions
NA NA

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

6. Details of complaints with regards to conflict of interest:

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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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

b. Details of measures for the well-being of workers:

% 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

2. Details of retirement benefits, for Current FY and Previous Financial Year:

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

8. Details of training given to employees and workers:

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

9. Details of performance and career development reviews of employees and worker:

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

10. Health and safety management system:

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.

11. Details of safety related incidents, in the following format:

Safety Incident/Number Category FY 23 FY 22


Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours Employees 0 0
worked) Workers 0 0
Total recordable work-related injuries Employees 0 0
Workers 1 4
No. of fatalities Employees 0 0
Workers 0 0
High consequence work-related injury or ill-health (excluding Employees 0 0
fatalities) Workers 0 0

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.

13. Number of Complaints on the following made by employees and workers:

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

14. Assessments for the year:

% 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:

No. of employees/workers that are rehabilitated and placed


Total no. of affected
in suitable employment or whose family members have been
Category employees/ workers
placed in suitable employment
FY 23 FY 22 FY 23 FY 22
Employees 0 0 0 0
Workers 0 0 0 0

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).

Yes, to make well-informed choices for their future.

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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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

Principle 5: Businesses should respect and promote human rights

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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3. Details of remuneration/salary/wages, in the following format:

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.

6. Number of Complaints on the following made by employees and workers:

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

9. Assessments for the year:

% 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.

NA, as no human rights violations were reported during FY 23.

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.

No, The Company has not undergone any third-party assessment.

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.

PAT scheme is NA to the Company.

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.

b. If yes, name of the external agency


The independent assessment of the Company was conducted by the PHD Chamber of Trade & Industry.

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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.

b. If yes, name of the external agency.


NA

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)

No, The Company has not undergone any third-party assessment.

b. If yes, name of the external agency.

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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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

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?

No, The Company has not undergone any third-party assessment.

b. If yes, name of the external agency

NA

9. a. Briefly describe the waste management practices adopted in your establishments.

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

Yes, The Company is compliant with the stated laws.

b. If not, provide details of all such non-compliances, in the following format:

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?

No, The Company has not undergone any third-party assessment.

b. If yes, name of the external agency.

NA

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

2. Provide the following details related to water discharged:

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

b. If yes, name of the external agency

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.

The Company is associated with 7 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.

List of key trade and industry chambers/ associations

S. Reach of trade and industry chambers/ associations


Name of the trade and industry chambers/ associations
No. (State/National)
1 Federation of Indian Chambers of Commerce and Industry National
(FICCI)
2 Confederation of Indian Industry (CII) National
3 Society of Indian Defence Manufacturers National
4 PHD Chamber of Commerce and Industry National
5 Bharat Shakti National
6 Vidarbha Industries Association State
7 Quality Circle Forum of India (QCFI) National

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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

Principle 8: Businesses should promote inclusive growth and equitable development.

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.

Name and Whether conducted by Resulted


SIA notification Date of
brief details of independent external communicated Relevant Web Link
project no. notification
agency (Yes / No) in public domain
NIL
**No SIA projects were done during the reporting period.

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being
undertaken by your entity.
NA

3. Describe the mechanisms to receive and redress grievances of the community.


The Company engages with the community through informal and formal sessions held throughout the year to facilitate interactions and
take their feedback and concerns through CSR programs.

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:

information related to As a percentage to total turnover


Environment and Social parameters relevant to the product NA
Safe and responsible usage 100%
Recycling and/or safe disposal NA

3. Number of consumer complaints in respect of the following:

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

4. Details of instances of product recalls on account of safety issues:

Number Reason for recall


Voluntary recalls Nil NA
Forced recalls Nil 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

Independent Auditor’s Report


To
The Members of
Solar Industries India Limited

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.

• Evaluated the historical trend against the actual powder factor


deduction.

• Assessed and read the disclosures made by the Company in the


standalone financial statements.
Carrying value of trade receivables (as described in note 2.2(i)(4) of the standalone financial statements)
As at March 31, 2023, trade receivables constitutes approximately Our audit procedures included, among others the following:
20% of total assets of the Company. The Company is required to
• Evaluated the Company’s accounting policies pertaining to
regularly assess the recoverability of its trade receivables.
impairment of financial assets and assessed compliance with
The Company applies Expected Credit Loss (ECL) model for those policies in terms of Ind AS 109 - Financial Instruments.
measurement and recognition of impairment loss on trade
• Assessed and tested the design and operating effectiveness of the
receivables. The Company uses a provision matrix to determine
Company’s internal financial controls over provision for expected
impairment loss allowance. The provision matrix is based on its
credit loss.
historically observed default rates over the expected life of trade
receivables and is adjusted for forward looking estimates. • Evaluated management’s assumption and judgment relating to
various parameters which included the historical default rates and
This is a key audit matter as significant judgement is involved to
business environment in which the entity operates for estimating
establish the provision matrix.
the amount of such provision.
The trade receivables balance, credit terms and aging as well as
• Evaluated management’s assessment of recoverability of the
the Company’s policy on impairment of receivables have been
outstanding receivables and recoverability of the overdue / aged
disclosed in note 7 to the standalone financial statements.
receivables through inquiry with management, and analysis of
collection trends in respect of receivables.

• Assessed and read the disclosures made by the Company in the


standalone financial statements.
Fair Valuation of Non-current Investments (as described in note 2.2 (i)(1) of the standalone financial statements)
The Company has classified certain investment amounting to Our audit procedures included and were not limited
Rs. 49.92 crore in Equity Shares and Compulsory Convertible
to the following:
Preference Shares as held at fair value through Other
Comprehensive Income (FVTOCI) in accordance with Ind AS 109. • Obtained and read the fair valuation reports provided by the
These investments are Level 3 investments as per the fair value management by involvement of external valuation experts.
hierarchy in Ind AS 113 and accordingly determination of fair
• Assessed the assumptions around the cash flow forecasts
value is based on a high degree of judgement and input from data
including discount rates, expected growth rates and its effect on
that is not directly observable in the market.
business and terminal growth rates used through involvement of
The determination of the fair value of financial assets is considered the internal experts.
to be a significant area in view of the materiality of amounts
• Involved internal experts to assess the Company’s valuation
involved, judgements involved in selecting the valuation basis,
methodology and assumptions, applied in determining the fair value.
and use of unobservable inputs.
• Discussed potential changes in key drivers as compared to
Given the inherent subjectivity in the valuation of the above
previous year / actual performance with management to evaluate
investments, relative significance of these investments to the
the inputs and assumptions used in the cash flow forecasts.
financial statements and the nature and extent of audit procedures
involved, we determined this to be a key audit matter. • Assessed the objectivity and competence of our internal expert
and Company’s external specialists involved in the process.

• Assessed and read the disclosures made by the Company in the


financial statements.

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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

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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:

i. The Company has disclosed the impact of pending


Report on Other Legal and Regulatory Requirements litigations on its financial position in its standalone
financial statements – Refer Note 28 to the
1. As required by the Companies (Auditor’s Report) Order, 2020 standalone financial /statements;
(“the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give ii. The Company has made provision, as required
in the “Annexure 1” a statement on the matters specified in under the applicable law or accounting standards,
paragraphs 3 and 4 of the Order. for material foreseeable losses, if any, on long-term
contracts including derivative contracts – Refer Note
2. As required by Section 143(3) of the Act, we report that: 25 to the standalone financial statements;
(a) We have sought and obtained all the information and iii. There has been no delay in transferring amounts,
explanations which to the best of our knowledge and required to be transferred, to the Investor Education
belief were necessary for the purposes of our audit; and Protection Fund by the Company
(b) In our opinion, proper books of account as required by law iv. a) The management has represented that, to
have been kept by the Company so far as it appears from the best of its knowledge and belief, no funds
our examination of those books. have been advanced or loaned or invested
(either from borrowed funds or share premium
(c) The Balance Sheet, the Statement of Profit and Loss
or any other sources or kind of funds) by the
including the Statement of Other Comprehensive Income,
Company to or in any other person or entities,
the Cash Flow Statement and Statement of Changes in
including foreign entities (“Intermediaries”),
Equity dealt with by this Report are in agreement with the
with the understanding, whether recorded in
books of account;
writing or otherwise, that the Intermediary
(d) In our opinion, the aforesaid standalone financial shall, whether, directly or indirectly lend or
statements comply with the Accounting Standards invest in other persons or entities identified in
specified under Section 133 of the Act, read with any manner whatsoever by or on behalf of the
Companies (Indian Accounting Standards) Rules, 2015, as Company (“Ultimate Beneficiaries”) or provide
amended; any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
(e) On the basis of the written representations received from
the directors as on March 31, 2023 taken on record by the b) The management has represented that, to
Board of Directors, none of the directors is disqualified as the best of its knowledge and belief no funds
on March 31, 2023 from being appointed as a director in have been received by the Company from any
terms of Section 164 (2) of the Act; person or entities, including foreign entities
(“Funding Parties”), with the understanding,
(f) With respect to the adequacy of the internal financial whether recorded in writing or otherwise,
controls with reference to these standalone financial that the Company shall, whether, directly or
statements and the operating effectiveness of such indirectly, lend or invest in other persons or
controls, refer to our separate Report in “Annexure 2” to
this report;

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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

Annexure 1 to the Independent Auditor’s Report


of even date on the Standalone IND as Financial
Statements of Solar Industries India Limted
(Referred to in paragraph 1, under ‘Report on Other Legal and Regulatory Requirements’ section of our Report of even date)

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

Whether Period held


Reason for
Gross carrying promoter, –indicate
Held in not being held
Description of property value (Rs. director or range, where
name of in name of
crores) their relative or appropriate
company
employee
Protected forest land located 10.36 Revenue No Since 01.01.2020 Protected forest
in Chakdoh, Taluka - Katol, and and Forest land
Bazargaon, Taluka - Nagpur Department
(Rural) District – Nagpur. – Govt. of
Maharashtra

(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:

Particulars Loans Investments Guarantee

Aggregate amount granted/Provided during the year 493 28 324


Subsidiaries 493 0* 324
Associate - 28 -
Others - 0* -
Balance outstanding as at balance sheet date
Subsidiaries 392 128 810
Associate - 28 -
Others - 51 -
*Amount is Less than Rs 1 Crore

184
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)

185
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

186
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

Annexure 2 to the Independent Auditor’s Report of even


date on the Standalone Financial Statements of Solar
Industries India Limted
Report on the Internal Financial Controls under Clause that we comply with ethical requirements and plan and perform
(i) of Sub-section 3 of Section 143 of the Companies the audit to obtain reasonable assurance about whether adequate
Act, 2013 (“the Act”) internal financial controls with reference to these standalone
financial statements was established and maintained and if such
We have audited the internal financial controls with reference to controls operated effectively in all material respects.
standalone financial statements of Solar Industries India Limited
(“the Company”) as of March 31, 2023 in conjunction with our Our audit involves performing procedures to obtain audit
audit of the standalone financial statements of the Company for evidence about the adequacy of the internal financial controls
the year ended on that date. with reference to these standalone financial statements and their
operating effectiveness. Our audit of internal financial controls with
reference to standalone financial statements included obtaining
Management’s Responsibility for Internal Financial
an understanding of internal financial controls with reference to
Controls
these standalone financial statements, assessing the risk that a
The Company’s Management is responsible for establishing and material weakness exists, and testing and evaluating the design and
maintaining internal financial controls based on the internal operating effectiveness of internal control based on the assessed
control over financial reporting criteria established by the Company risk. The procedures selected depend on the auditor’s judgement,
considering the essential components of internal control stated including the assessment of the risks of material misstatement of
in the Guidance Note on Audit of Internal Financial Controls Over the financial statements, whether due to fraud or error.
Financial Reporting issued by the Institute of Chartered Accountants
We believe that the audit evidence we have obtained is sufficient
of India (“ICAI”). These responsibilities include the design,
and appropriate to provide a basis for our audit opinion on the
implementation and maintenance of adequate internal financial
Company’s internal financial controls with reference to these
controls that were operating effectively for ensuring the orderly
standalone financial statements.
and efficient conduct of its business, including adherence to the
Company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness Meaning of Internal Financial Controls With Reference
of the accounting records, and the timely preparation of reliable to these Standalone Financial Statements
financial information, as required under the Companies Act, 2013.
A company's internal financial controls with reference to
standalone financial statements is a process designed to provide
Auditor’s Responsibility reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes
Our responsibility is to express an opinion on the Company's
in accordance with generally accepted accounting principles. A
internal financial controls with reference to these standalone
company's internal financial controls with reference to standalone
financial statements based on our audit. We conducted our audit in
financial statements includes those policies and procedures that (1)
accordance with the Guidance Note on Audit of Internal Financial
pertain to the maintenance of records that, in reasonable detail,
Controls Over Financial Reporting (the “Guidance Note”) and the
accurately and fairly reflect the transactions and dispositions of
Standards on Auditing, as specified under section 143(10) of the Act,
the assets of the company; (2) provide reasonable assurance that
to the extent applicable to an audit of internal financial controls,
transactions are recorded as necessary to permit preparation
both issued by ICAI. Those Standards and the Guidance Note require

188
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

of financial statements in accordance with generally accepted Opinion


accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorisations In our opinion, the Company has, in all material respects, adequate
of management and directors of the company; and (3) provide internal financial controls with reference to standalone financial
reasonable assurance regarding prevention or timely detection statements and such internal financial controls with reference
of unauthorised acquisition, use, or disposition of the company's to standalone financial statements were operating effectively as
assets that could have a material effect on the financial statements. at March 31, 2023, based on the internal control over financial
reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance
Inherent Limitations of Internal Financial Controls Note issued by the ICAI.
With Reference to Standalone Financial Statements

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

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 : Mumbai Place : Nagpur
Date : May 03, 2023 Date: May 03, 2023 Date: May 03, 2023

190
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Statement of Profit and Loss


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Year ended Year ended


Notes
March 31, 2023 March 31, 2022

Revenue from operations 18 4,162.25 2,528.34


Other income 19 55.84 36.17
Total income 4,218.09 2,564.51
Expenses
Cost of materials consumed 20 2,796.77 1,647.19
Purchases of stock-in-trade 213.56 160.35
Changes in inventories of finished goods, work-in-progress and stock-in-trade 21 (5.51) (25.36)
Employee benefit expense 22 145.36 131.89
Finance costs 23 27.57 8.85
Depreciation and amortisation expense 24 57.02 49.44
Other expenses 25 383.24 239.13
Total expenses 3,618.01 2,211.49
Profit before tax 600.08 353.02
Tax expense :
- Current tax 142.07 77.08
- Adjustment of tax relating to earlier periods - 1.27
- Deferred tax 12.62 13.15
Total tax expense 14 154.69 91.50
Profit for the year 445.39 261.52
Other comprehensive income/ (loss)
Items that will not be reclassified to profit or loss
Remeasurement gain/ (loss) on defined benefit plans (0.70) 1.98
Income tax effect on defined benefit plans 0.18 (0.50)
Remeasurement gain/ (loss) on Investment in Equity instruments 32.42 -
Income tax effect on Investment in Equity instruments (7.55) -
24.35 1.48
Items that will be reclassified to profit or loss
Net movement on Cash Flow Hedge Reserve - 0.10
Income tax effect - (0.03)
- 0.07
Total Other comprehensive income for the year, net of tax 24.35 1.55
Total comprehensive income for the year 469.74 263.07
Earnings per equity share (Face Value Rs.2 per share)
Basic and Diluted earnings per share 26 49.22 28.90
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
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 : Mumbai Place : Nagpur


Date : May 03, 2023 Date: May 03, 2023 Date: May 03, 2023

191
Solar Industries India Limited / Annual Report 2022-23

Statement of Cash flows


for the year ended March 31, 2023 (All amounts in H , unless otherwise stated)

Year ended Year ended


March 31, 2023 March 31, 2022
Cash flows from operating activities
Profit before tax 600.08 353.02
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortisation expense 57.02 49.44
Profit on Sale of property, plant and equipment (net) (1.78) (0.31)
Profit on Sale of Non current assets held for sale (0.57) -
Discard of property, plant and equipment (net) 2.18 2.34
Net (gain)/ loss on financial assets measured at fair value through profit and loss (0.40) 0.24
Profit on sale of financial assets carried at fair value through profit and loss (1.18) (0.32)
Sales tax mega project (PF Incentive) written off 2.03 -
Dividend and interest income (34.49) (23.03)
Finance costs 27.57 8.85
Impairment (gain)/ loss on financial assets (7.36) (15.36)
Impairment (gain)/ loss on non current assets - 5.47
Bad debts written off 9.62 0.95
Advances written off 0.66 0.02
Provision wrtten back (0.49) -
Effect of Exchange Rate Change (19.34) (12.23)
Operating profit before working capital changes 633.55 369.08
Working capital adjustments :
(Increase)/Decrease in trade receivables (242.84) 21.41
(Increase)/Decrease in inventories (186.19) (131.12)
Increase/(Decrease) in trade payables 59.00 147.12
(Increase)/ Decrease in other assets (2.15) (49.14)
Increase/(Decrease) in other liabilities 11.00 9.55
Cash generated from operations 272.37 366.90
Less : Income taxes paid 139.65 72.89
Net cash flows from operating activities 132.72 294.01
Cash flows from investing activities
Purchase of property, plant and equipment, including capital work in progress and (170.36) (128.99)
capital advances
Proceeds from sale of property, plant and equipment 4.30 0.44
Advance received against land - 3.48
Loan given to related parties (490.53) (944.89)
Loan recovered from related parties 404.47 792.72
Net Proceeds from (Purchase)/ sale of non-current investments (27.82) (17.50)
Net Proceeds from (Purchase)/ sale of current investments (18.82) 0.32
(Investment)/Redemption in fixed deposits (0.69) 0.17
Dividend and interest income received 28.72 14.04
Net cash flows used in investing activities (270.73) (280.21)
Cash flows from financing activities
Proceeds from long term borrowings 180.00 80.00
Repayment of long term borrowings (56.09) (30.75)
Proceeds from / (Repayment of) short term borrowings 142.36 (20.00)
Payment of principal portion of lease liabilities (1.01) (0.87)
Interest paid (24.35) (10.11)
Dividend paid (67.87) (54.29)
Net cash flows used in financing activities 173.04 (36.02)
Net increase / (decrease) in cash and cash equivalents 35.03 (22.22)
Add:-Cash and cash equivalents at the beginning of the year 23.13 45.35
Cash and cash equivalents at end of the year (refer note 8) 58.16 23.13

192
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Statement of Cash flows


for the year ended March 31, 2023 (All amounts in H , unless otherwise stated)

Changes in liabilities arising from financing activities

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

Summary of significant accounting policies (refer note 2.2 and 2.3)

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

Moneesh Agrawal Shalinee Mandhana


(Joint CFO) (Joint CFO)

Khushboo Pasari
Company Secretary
Membership No.- F7347

Place : Nagpur Place : Mumbai Place : Nagpur


Date : May 03, 2023 Date: May 03, 2023 Date: May 03, 2023

193
Solar Industries India Limited / Annual Report 2022-23

Statement of Changes in equity


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

A. Equity share capital

Particulars No. of Shares Amount


As at April 1, 2021 (Equity Shares of J 2 each issued, subscribed and fully paid) 9,04,90,055 18.10
As at March 31, 2022 (Equity Shares of J 2 each issued, subscribed and fully paid) 9,04,90,055 18.10
As at March 31, 2023 (Equity Shares of J 2 each issued, subscribed and fully paid) 9,04,90,055 18.10

B. Other equity

Reserves and surplus OCI


Cash flow Total
Securities Retained Capital General Equity
Particulars hedge Other
premium earnings reserve reserve Instrument
reserve equity
(Note 11A) (Note 11A) (Note 11A) (Note 11A) (Note 11A)
(Note 11A)
Balance as at April 1, 2021 149.13 483.72 4.29 501.61 (0.04) - 1,138.71
Profit for the year - 261.52 - - - - 261.52
Transfer from retained earnings - - - 100.00 - - 100.00
Transfer to General reserve - (100.00) - - - - (100.00)
Other comprehensive income :
Net movement in Cash Flow Hedges - - - - 0.07 - 0.07
(net of tax)
Remeasurement loss on defined - 1.48 - - - - 1.48
benefit plans (net of tax)
Transactions with owners :
Dividend paid - (54.29) - - - - (54.29)
Balance as at March 31, 2022 149.13 592.43 4.29 601.61 0.03 - 1,347.49
Balance as at April 1, 2022 149.13 592.43 4.29 601.61 0.03 - 1,347.49
Profit for the year - 445.39 - - - - 445.39
Transfer from retained earnings - - - 100.00 - - 100.00
Transfer to General reserve - (100.00) - - - - (100.00)
Other comprehensive income :
Remeasurement loss on defined - (0.53) - - - - (0.53)
benefit plans (net of tax)
Remeasurement gain/ (loss) on - - - - - 24.87 24.87
Investment in Equity instruments
Transactions with owners :
Dividend paid - (67.87) - - - - (67.87)
Balance as at March 31, 2023 149.13 869.42 4.29 701.61 0.03 24.87 1,749.35

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 : Mumbai Place : Nagpur


Date : May 03, 2023 Date: May 03, 2023 Date: May 03, 2023

194
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

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

2.1 Basis of preparation 2.2 Summary of significant accounting 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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Notes to Standalone Financial Statements


for the year ended March 31, 2023

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.

Gains or losses arising upon derecognition of an intangible


asset are measured as the difference between the net

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d. Depreciation and amortization

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 Useful life as prescribed under


Assets estimate of useful Schedule II to the Companies
life (in years) Act, 2013 (in years)
Property, Plant and Equipment
Buildings:
Factory buildings 30 30
Other buildings 60 60
Roads (RCC and WBM) 15 to 30 5 to 10
Plant and Machinery:
Factory Plant and Machinery 15 to 25 15 to 20
Electrical installations and Lab equipment 10 10
Bulk Deliver System (BDS) 12 8
Furniture and Fixtures 8 to 10 10
Vehicles 8 to 10 8 to 10
Office equipment and Computers 3 to 6 3 to 6

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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Notes to Standalone Financial Statements


for the year ended March 31, 2023

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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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.

Measurement B.2 Fair value through profit and loss:

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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Notes to Standalone Financial Statements


for the year ended March 31, 2023

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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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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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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Notes to Standalone Financial Statements


for the year ended March 31, 2023

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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Notes to Standalone Financial Statements


for the year ended March 31, 2023

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.

r. Provisions A fair value measurement of a non-financial asset takes


into account a market participant’s ability to generate
A provision is recognized when the Company has a present economic benefits by using the asset in its highest and
obligation as a result of past event; it is probable that an best use or by selling it to another market participant that
outflow of resources embodying economic benefits will would use the asset in its highest and best use.
be required to settle the obligation, in respect of which
The Company uses valuation techniques that are
a reliable estimate can be made of the amount of the
appropriate in the circumstances and for which sufficient
obligation. Provisions are determined based on the best
data are available to measure fair value, maximising the
estimate required to settle the obligation at the reporting
use of relevant observable inputs and minimising the use
date. If the effect of time value of money is material,
of unobservable inputs.
provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability. All assets and liabilities for which fair value is measured
These estimates are reviewed at each balance sheet date or disclosed in the financial statements are categorised
and adjusted to reflect the current best estimates. within the fair value hierarchy, described as follows,
s. Contingent liability based on the lowest level input that is significant to the
fair value measurement as a whole:
A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed by the • Level 1 — Quoted (unadjusted) market prices in
occurrence or non-occurrence of one or more uncertain active markets for identical assets or liabilities
future events beyond the control of the Company or a
• Level 2 — Valuation techniques for which the
present obligation that is not recognized because it is not
lowest level input that is significant to the fair value
probable that an outflow of resources will be required to
measurement is directly or indirectly observable
settle the obligation or a reliable estimate of the amount
cannot be made. • Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair value
t. Cash and cash equivalents
measurement is unobservable
Cash and cash equivalents in the balance sheet comprise
For assets and liabilities that are recognised in the financial
cash at banks and on hand and short-term deposits with
statements on a recurring basis, the Company determines
an original maturity of three months or less, which are
whether transfers have occurred between levels in the
subject to an insignificant risk of changes in value.
hierarchy by re-assessing categorisation (based on the lowest
For the purpose of the statement of cash flows, cash and level input that is significant to the fair value measurement
cash equivalents consist of cash and short-term deposits, as a whole) at the end of each reporting period.
as defined above, net of outstanding bank overdrafts as
they are considered an integral part of the Company’s
cash management.

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Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

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,

206
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

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

207
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 3A. Property, Plant and Equipment

Office
Furniture
Plant and Equipment
Land Buildings and Vehicles Total
Machinery and
Fixture
Computer

Year Ended March 31, 2022


Gross carrying amount
Opening gross carrying amount as at April 1, 20211 81.98 240.15 11.54 326.47 28.51 12.43 701.08
Additions 5.23 66.80 0.97 115.33 7.82 1.58 197.73
Asset held for sale (refer note 3D) (2.91) - - - - - (2.91)
Asset Written off** - (3.14) (0.13) (1.58) - - (4.85)
Disposals - - - (0.62) (1.68) (0.01) (2.31)
Closing Gross Carrying Amount as at March 31, 2022 84.30 303.81 12.38 439.60 34.65 14.00 888.74
Accumulated depreciation
Opening accumulated depreciation as at April 1, 20211 - 34.98 3.72 95.77 9.54 6.34 150.35
Depreciation charge for the year - 11.87 1.09 28.86 3.21 2.01 47.04
Asset Written off** - (1.85) (0.12) (0.92) - - (2.89)
Disposals - - - (0.58) (1.59) (0.01) (2.18)
Closing Accumulated Depreciation as at March 31, 2022 - 45.00 4.69 123.13 11.16 8.34 192.32
Net Carrying Amount as at March 31, 2022 84.30 258.81 7.69 316.47 23.49 5.66 696.42
Year Ended March 31, 2023
Gross carrying amount
Opening gross carrying amount as at April 1, 2022 84.30 303.81 12.38 439.60 34.65 14.00 888.74
Additions 18.86 26.45 1.18 59.27 21.41 3.19 130.36
Asset Written off** - (0.27) (0.01) (2.84) - (0.01) (3.13)
Disposals (0.23) - - (3.94) (1.98) (1.36) (7.51)
Closing Gross Carrying Amount as at March 31, 2023 102.93 329.99 13.55 492.09 54.08 15.82 1,008.46
Opening accumulated depreciation as at April 1, 2022 - 45.00 4.69 123.13 11.16 8.34 192.32
Depreciation charge for the year - 14.31 1.12 32.16 3.95 2.28 53.82
Asset Written off** - (0.13) (0.01) (1.79) - (0.01) (1.94)
Disposals - - - (2.31) (1.38) (1.29) (4.98)
Closing Accumulated Depreciation as at March 31, 2023 - 59.18 5.80 151.19 13.73 9.32 239.22
Net Carrying Amount as at March 31, 2023 102.93 270.81 7.75 340.90 40.35 6.50 769.24

Note 3A:Capital Work in Progress

Office
Furniture
Plant and Equipment
Land Buildings and Vehicles Total
Machinery and
Fixture
Computer

Year Ended March 31, 2022


Gross carrying amount
Opening gross carrying amount as at April 1,20211 0.08 34.92 0.19 86.27 5.54 0.40 127.40
Additions 5.15 44.46 0.79 56.94 2.45 1.32 111.11
Less:- Capitalisation (5.23) (66.80) (0.97) (115.33) (7.82) (1.58) (197.73)
Closing Gross Carrying amount as at March 31, 2022 0.00 12.58 0.01 27.88 0.17 0.14 40.78

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Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 3A:Capital Work in Progress (Contd..)

Office
Furniture
Plant and Equipment
Land Buildings and Vehicles Total
Machinery and
Fixture
Computer

Year Ended March 31, 2023


Gross carrying amount
Opening gross carrying amount as at April 1,20221 - 12.58 0.01 27.88 0.17 0.14 40.78
Additions 18.86 42.84 1.52 77.78 22.13 3.47 166.60
Less:- Capitalisation (18.86) (26.45) (1.18) (59.27) (21.41) (3.19) (130.36)
Asset Written off** - (0.98) - - - - (0.98)
Closing Gross Carrying amount as at March 31, 2023 0.00 27.99 0.35 46.39 0.89 0.42 76.04

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.

6. Capital Work in Progress (CWIP) ageing schedule

A. CWIP ageing as on March 31, 2023

(a) CWIP ageing schedule

Amount in CWIP for a period of


CWIP
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
- Projects in Progress 74.00 1.78 0.01 - 75.79
- Projects temporarily suspended - - - 0.25 0.25
Total 74.00 1.78 0.01 0.25 76.04

(b) CWIP overdue completion schedule

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

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 3A:Capital Work in Progress (Contd..)

B. CWIP ageing as on March 31, 2022

(a) CWIP ageing schedule

Amount in CWIP for a period of


CWIP
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
- Projects in Progress 31.68 7.51 0.12 0.30 39.61
- Projects temporarily suspended 0.01 - - 1.16 1.17
Total 31.69 7.51 0.12 1.46 40.78

(b) CWIP overdue completion schedule

To be completed in
CWIP
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
Bulk Project at Badsoda - 1.17 - - 1.17

Note 3B. Intangible assets

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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Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 3B: Intangible Asset under development

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.

4. Intangible Assets Under development (IAUD) ageing Schedule

A. IAUD ageing as on March 31, 2023

(a) IAUD ageing schedule

Amount in IAUD for a period of


IAUD
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
- Projects in Progress 2.37 - - - 2.37
- Projects temporarily suspended - - - - -
Total 2.37 - - - 2.37

B. IAUD ageing as on March 31, 2022

(a) IAUD ageing schedule

Amount in IAUD for a period of


IAUD
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
- Projects in Progress 0.13 - - - 0.13
- Projects temporarily suspended - - - - -
Total 0.13 - - - 0.13

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Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 3C. Leases

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:

March 31, 2023 March 31, 2022


As at April 1, 2022 1.33 1.27
Additions 3.18 0.92
Termination - -
Accretion of interest 0.14 0.10
Payments (1.13) (0.96)
As at March 31, 2023 3.52 1.33
Current 1.04 0.76
Non-current 2.48 0.57

The maturity analysis of lease liabilities are disclosed in Note 32.

The effective interest rate for lease liabilities is 6.60% to 6.86%, with maturity between 2021-2099.

The following are the amounts recognised in profit or loss:

March 31, 2023 March 31, 2022


Depreciation expense of right-of-use assets 1.05 0.93
Interest expense on lease liabilities 0.14 0.10
Expense relating to short-term leases (included in other expenses) 0.28 0.44
Total amount recognised in profit or loss 1.47 1.47

The Company had total cash outflows for leases of H 1.41 in March 31, 2023 (H 1.41 in March 31, 2022).

212
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 3D. Non-current Assets classified as held for sale

March 31, 2023 March 31, 2022


Freehold Land - 2.91
Total - 2.91

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

Number of Shares/Units Amount


Face value March 31, March 31, March 31, March 31,
2023 2022 2023 2022
Unquoted
Investment carried at Cost
Investment in Equity instruments in :
Wholly owned subsidiaries (fully paid up)
Economic Explosives Limited H 10 48,00,000 48,00,000 14.50 14.50
Emul Tek Private Limited H 10 59,67,700 59,67,700 6.21 6.21
Solar Defence Limited H 10 50,000 50,000 0.05 0.05
Solar Defence System Limited H 10 50,000 50,000 0.05 0.05
Solar Avionics Limited H 10 50,000 50,000 0.05 0.05
Solar Overseas Mauritius Limited $ 100 1,80,000 1,80,000 106.79 106.79
Solar Explochem Limited H 10 50,000 - 0.05 -
127.70 127.65
Investment carried at cost
Investment in Equity Instruments of Associate :
Zmotion Autonomous System Private Limited H1 8,75,880 - 27.75 -
27.75 -
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
0.43 0.11
Investment in Venture Capital Fund (Unquoted)
Kotak India Growth Fund II H 1,00,000 500 500 0.61 0.53
0.61 0.53
Investment carried at Fair Value through Other
Comprehensive Income
Series A1 Compulsorily Convertible Preference Shares H1 19,300 19,300 49.91 17.50
of Skyroot Aerospace Private Limited
Equity Shares of Skyroot Aerospace Private Limited H1 5 5 0.01 -
(Refer note below)
49.92 17.50
Aggregate amount of unquoted investments 206.41 145.79
Aggregate amount of impairment in value of - -
investments

213
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 4. Investments (Contd..)

Current investments

Number of Shares/Units Amount


Face value March 31, March 31, March 31, March 31,
2023 2022 2023 2022
UnQuoted
Investment at fair value through profit & loss
Investment in equity instruments (fully paid-up) :
Edserv Soft System Ltd.* H 10 3,500 3,500 - -
Shree Ashtavinayak Cine Vision Ltd.* H1 5,000 5,000 - -
(*Under liquidation)
Investment in Mutual Funds (fully paid-up)
SBI Overnight Fund (Direct Growth) H 10 54,814.26 20.00 -
20.00 -
Aggregate amount of quoted investments and 20.00 -
market value thereof

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

March 31, 2023 March 31, 2022


Current Non-current Current Non-current
Unsecured, considered good
Loan to related parties (refer note 29D) 90.38 301.16 39.88 247.04
90.38 301.16 39.88 247.04

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.

March 31,2023 March 31,2022


Current Non-current Current Non-current
Solar Explochem Limited - 8.28 - -
- 8.28 - -

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.

214
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 6. Other financial assets

March 31, 2023 March 31, 2022


Current Non-current Current Non-current
Derivative Instruments at fair value through profit and loss
Fair valuation of derivative contracts (refer note 31) - - 0.82 -
- - 0.82 -
Others
State Government Incentive Receivables 11.03 95.90 47.81 86.66
Interest accrued from related party (refer note 29D) 0.90 - 4.89 -
Interest accrued but not due on Fixed Deposits 0.05 - 0.04 -
Security deposits 0.84 4.92 0.01 3.79
Others receivable 0.56 - - -
13.38 100.82 52.75 90.45
13.38 100.82 53.57 90.45

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.

Note 7. Trade receivables

March 31, 2023 March 31, 2022


Trade receivables 271.76 162.55
Receivables from related parties (refer note 29D) 274.75 149.61
Less: Impairment allowance (7.05) (14.41)
Total Trade receivables 539.46 297.75

Break-up of security details

March 31, 2023 March 31, 2022


Secured, considered good 10.56 21.75
Unsecured, considered good 534.12 279.86
Trade Receivables - credit impaired 1.83 3.99
Trade Receivables which have significant increase in credit risk - 6.56
546.51 312.16
Impairment allowance
Unsecured, considered good (5.22) (3.86)
Trade Receivables - credit impaired (1.83) (3.99)
Trade Receivables which have significant increase in credit risk - (6.56)
(7.05) (14.41)
539.46 297.75

215
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 7. Trade receivables (Contd..)

Trade Receivable ageing schedule

Outstanding for following periods from due date of payment -


March 31, 2023
Particulars Not Due
6 month-
< 6 month 1-2 Years 2-3 Years >3 Years Total
1 Year
(i) Undisputed Trade receivables - considered 286.43 228.91 24.38 4.69 0.14 0.13 544.68
good
(ii) Undisputed Trade Receivables – which - - - - - -
have significant increase in credit risk
(iii) Undisputed Trade Receivables – credit - - - - 1.83 1.83
impaired
Total 286.43 228.91 24.38 4.69 0.14 1.96 546.51

Outstanding for following periods from due date of payment -


March 31, 2022
Particulars Not Due
6 month-
< 6 month 1-2 Years 2-3 Years >3 Years Total
1 Year
(i) Undisputed Trade receivables - considered 165.08 79.23 56.50 0.27 0.53 - 301.61
good
(ii) Undisputed Trade Receivables – which - - - - 6.56 6.56
have significant increase in credit risk
(iii) Undisputed Trade Receivables – credit - - 0.01 2.73 1.25 3.99
impaired
Total 165.08 79.23 56.50 0.28 3.26 7.81 312.16

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 :

March 31, 2023 March 31, 2022


As at April 1, 14.41 29.77
Provision /(Reversal) for expected credit losses (7.36) (15.36)
As at March 31, 7.05 14.41

Note 8. Cash and Bank balances

March 31, 2023 March 31, 2022


Cash and cash equivalents
Balances with banks
On current accounts 57.25 21.28
Deposits with Bank 0.83 0.80
Funds in Transit# - 1.00
Cash on hand 0.08 0.05
58.16 23.13

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 8. Cash and Bank balances (Contd..)

March 31, 2023 March 31, 2022


Bank balances other than cash and cash equivalents
Balances with Bank held as margin money against bank guarantee & other commitments 2.74 2.06
Earmarked balances with banks * 0.05 0.05
2.79 2.11
*The Company can utilise this balance only towards settlement of unclaimed dividend.
#Amount remitted by one bank account credited in other bank account subsequently.

Note 9. Other assets

March 31, 2023 March 31, 2022


Current Non-current Current Non-current
Capital advances - 20.63 - 18.37
Prepayments 9.46 - 9.74 -
Advances to suppliers for goods and services 24.32 - 26.58 -
Advances to staff 0.65 - 0.90 -
Balances with revenue authorities 57.99 0.60 22.07 0.20
92.42 21.23 59.29 18.57

Note 10. Inventories

March 31, 2023 March 31, 2022


(At lower of cost and net realisable value)
Raw materials and packing materials (includes in transit of H 96.70 (Previous year : H 44.46)) 356.20 176.07
Work-in-progress (includes in transit of H Nil (Previous year : H 2.91)) 34.16 34.82
Finished goods (includes in transit of H 4.86 (Previous year : H 5.65)) 47.66 38.87
Stock-in-trade (Includes stock in transit of H Nil (Previous year : H 2.63 )) 0.47 3.09
Stores and spares (includes in transit of H 0.04 (Previous year : H 0.23)) 16.35 14.90
Project inventory in progress 5.21 6.12
460.05 273.87

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.

Note 11. Equity share capital

Number of Shares/Units Amount


March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Authorised equity share capital
(face value H 2 each) 13,50,00,000 13,50,00,000 27.00 27.00
13,50,00,000 13,50,00,000 27.00 27.00

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

217
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 11. Equity share capital (Contd..)


(a) Movements in equity share capital

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

(b) Terms/ rights attached to equity shares

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

% holding Number of shares


Name of the shareholder March 31, March 31, March 31, March 31,
2023 2022 2023 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

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 :-

As at March 31, 2023

Equity shares of H 2 each fully paid

No. of shares at Change No. of shares % of % Change


S.
Promoter Name the beginning during at the end of Total during the
No.
of the year the year the year Shares 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 73.15%

218
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 11. Equity share capital (Contd..)


As at March 31, 2022

Equity shares of H 2 each fully paid

No. of shares at Change No. of shares % of % Change


S.
Promoter Name the beginning during the at the end of Total during the
No.
of the year year the year Shares 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 73.15%

Note 11A. Other equity

Securities premium1

As at April 1, 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

Capital reserve2

As at April 1, 2021 4.29


Movement for the year 2021-22 -
As at March 31, 2022 4.29
Movement for the year 2022-23 -
As at March 31, 2023 4.29

General reserve3

As at April 1, 2021 501.61


Add : Transfer from retained earnings 100.00
As at March 31, 2022 601.61
Add : Transfer from retained earnings 100.00
As at March 31, 2023 701.61

Cash flow hedge reserve4

As at April 1, 2021 (0.04)


Movement for the year 2021-22 0.07
As at March 31, 2022 0.03
Movement for the year 2022-23 -
As at March 31, 2023 0.03

219
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 11A. Other equity (Contd..)

Retained earnings5

As at April 1, 2021 483.72


Add : Profit for the year 261.52
Less :Transfer to General Reserve (100.00)
Less : Final Dividend of FY 2020-21 (54.29)
Add: Remeasurement gain on defined benefit plans 1.48
As at March 31, 2022 592.43
Add : Profit for the year 445.39
Less :Transfer to General Reserve (100.00)
Less : Final Dividend of FY 2021-22 (67.87)
Add : Remeasurement gain on defined benefit plans (0.53)
As at March 31, 2023 869.42

Investment in Equity Instruments6

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

Total other equity

As at April 1, 2021 1,138.71


Movement for the year 2021-22 208.78
As at March 31, 2022 1,347.49
Movement for the year 2022-23 401.86
As at March 31, 2023 1,749.35

Nature and purpose of reserves

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.

220
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 11A. Other equity (Contd..)


4. Cash flow hedge reserve

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.

6. Investment in Equity Instruments

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.

Note 11B. Distribution made and proposed

March 31, 2023 March 31, 2022


Cash dividends on equity shares declared :
Final dividend for the year ended on March 31, 2022: H 7.50 per share (March 31, 2021 H 67.87 54.29
6 per share)
67.87 54.29
Proposed dividends on Equity shares*
Final cash dividend for the year ended on March 31,2023: H 8.00 per share (March 31, 72.39 67.87
2022: H 7.50 per share)
72.39 67.87
* Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognised as a liability.

Financial liabilities
Note 12. Non-current Borrowings

March 31, 2023 March 31, 2022


Secured Borrowings carried at amortised cost
Term loans from banks
Indian Rupee term loan 223.56 154.65
Interest accrued but not due 1.58 0.83
Unsecured Borrowings carried at amortised cost
Non-Convertible Debentures 55.00 -
Interest accrued but not due 0.11 -
280.25 155.48
Less:
Current maturities of long-term debt (refer note 13) (96.09) (36.09)
Interest accrued but not due on non-current borrowings (refer note 16) (1.69) (0.83)
182.47 118.56

221
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 13. Current Borrowings

March 31, 2023 March 31, 2022


Secured - at Amortised cost
From banks
Current maturities of long term debt 76.09 36.09
Indian Rupee working capital loan from Bank 40.00 -
Interest accrued but not due 0.04 0.14
Unsecured - at Amortised cost
From banks
Current maturities of long term debt (NCD) 20.00 -
Indian Rupee working capital loan 63.26 -
Interest accrued but not due 1.27 -
From Related Parties
Loan from Related party (Refer note 29D) 39.10 -
Interest accrued but not due (Refer note 29D) 1.90 -
241.66 36.23
Less:
Interest accrued but not due on current borrowings (refer note 16) (3.21) (0.14)
238.45 36.09

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%

Note 13A. Maturity profile


Maturity profile of Non current Borrowing (Including Current Maturities)

Maturity March 31, March 31,


Terms of repayment
date 2023 2022
Secured
Rupee Term Loan from Bank# September Repayable in twelve quarterly installment starting after 25.00 41.67
13, 2024 moratorium period of 24 months
Rupee Term Loan from Bank& September Repayable in sixteen quarterly installment starting after 175.00 80.00
26, 2026 moratorium period of 12 months
Rupee Term Loan from Bank^ August 31, Repayable in twenty quarterly installment 23.56 32.98
2025
Unsecured
Non Convertible Debentures* December Repayable in twelve quarterly instalments (subject to 55.00 -
23, 2025 put call option exercisable after 2 years of allotment by
debenture holders and Company respectively)
278.56 154.65
The Indian rupee long term loan from bank carries an interest rate of 1 yr MCLR.
#

^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.

222
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 13A. Maturity profile (Contd..)


Loan covenants

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.

Note 14. Tax expenses


The major components of tax expense for the year ended March 31, 2023 and March 31, 2022 are :

Statement of profit and loss:

Profit and loss section

March 31, 2023 March 31, 2022


Current income tax:
Current income tax charge 142.07 77.08
Adjustment of tax relating to earlier periods - 1.27
Deferred tax:
Relating to origination and reversal of temporary differences 12.62 13.15
Tax expense reported in the statement of profit and loss 154.69 91.50

Other Comprehensive Income section

Deferred tax related to items recognised in OCI during the year :

March 31, 2023 March 31, 2022


Net (loss)/ gain on Cash flow hedges - 0.03
Net (loss)/ gain on remeasurements of defined benefit plans (0.18) 0.50
Net (loss)/gain on Investment in Equity instruments 7.55 -
Income tax charged to OCI 7.37 0.53

Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2023 and March 31, 2022 :

March 31, 2023 March 31, 2022


Accounting profit before tax 600.08 353.02
Enacted income tax rate in India 25.17% 25.17%
Computed expected tax expense 151.03 88.85
Effect of :
Effect of expense not allowed for income tax purpose 1.92 1.53
Others 1.74 (0.14)
Tax in respect of earlier years - 1.27
Total income tax expense 154.69 91.50

Deferred tax

Deferred tax relates to the following :

Balance sheet

March 31, 2023 March 31, 2022


Property, plant and equipment: Impact of difference between tax depreciation and 105.90 95.90
depreciation/amortisation charged for the financial reporting
Financial assets at fair value through profit or loss 0.23 (0.13)
Financial assets at fair value through OCI 7.55 -

223
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 14. Tax expenses (Contd..)

March 31, 2023 March 31, 2022


Derivative Instruments at fair value through profit or loss (0.05) 0.21
Gratuity 0.32 0.50
Provision for discounting of Non current assets (3.55) (3.36)
Provision towards trade receivables (1.77) (3.63)
Leases 0.20 0.21
Cash Flow Hedges - 0.02
Provision for Statutory dues (1.53) (2.03)
Provision for write down to net realizable value of inventory - (1.01)
Employee benefits (1.15) (1.02)
Advance Written off (0.10) -
Provision for other deposit (0.06) -
Disallowance of long term incentive (0.34) -
Net deferred tax (assets)/ liabilities 105.65 85.66

Statement of profit and loss

March 31, 2023 March 31, 2022


Property, plant and equipment: Impact of difference between tax depreciation and 10.00 13.42
depreciation/ amortisation charged for the financial reporting
Provision towards trade receivables 1.84 3.86
Provision for discounting of Non current assets (0.19) (0.97)
Employee benefits (0.13) (0.09)
Financial assets at fair value through profit or loss 0.37 (0.02)
Derivative Instruments at fair value through profit or loss (0.25) 0.10
Leases (0.01) (0.01)
Provision for Statutory dues 0.50 (2.03)
Provision for write down to net realizable value of inventory 1.01 (1.01)
Remeasurement of defined benefit plans (0.18) 0.41
Revaluation of cash flow hedges (0.02) 0.02
Advance Written off (0.10) -
Provision for other deposit (0.06) -
Investment carried at fair value through OCI 7.55 -
Disallowance of Long term incentive (0.34) -
Deferred tax expense/(income) 19.99 13.68

Reconciliation of Deferred tax liabilities (net):

March 31, 2023 March 31, 2022


Opening balance 85.66 71.98
Tax (income)/expense during the period recognised in profit or loss 12.62 13.15
Tax (income)/expense during the period recognised in OCI 7.37 0.53
Closing balance 105.65 85.66

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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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 15. Trade payables

March 31, 2023 March 31, 2022


Current
Trade payables*
a) total outstanding dues to micro enterprises and small enterprises (refer note 37 ) 8.04 8.35
b) total outstanding dues to creditors other than micro enterprises and small enterprises 238.53 127.45
Acceptances #* 147.34 199.55
Total Trade payables 393.91 335.35

Break up of trade payables

March 31, 2023 March 31, 2022


Trade Payables other than related parties (including acceptances) 210.11 332.28
Trade Payables to related parties (refer note 29D) 183.80 3.07
393.91 335.35

Trade payables ageing schedule

Outstanding for following periods from due date of payment for


Particulars Not due March 31, 2023
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years >3 Years
(i) Undisputed dues- MSME 6.97 1.06 0.01 - - 8.04
(ii) Undisputed dues- Others 199.38 186.29 0.17 0.03 - 385.87
Total 206.35 187.35 0.18 0.03 - 393.91

Outstanding for following periods from due date of payment for


Particulars Not due March 31, 2022
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years >3 Years
(i) Undisputed dues- MSME 6.51 1.84 - - - 8.35
(ii) Undisputed dues- Others 316.51 10.45 0.04 - - 327.00
Total 323.02 12.29 0.04 - - 335.35

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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Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 16. Other current financial liabilities

March 31, 2023 March 31, 2022


Derivative Instruments at fair value through FVTPL
Fair valuation of derivative contracts (refer note 31) 0.18 -
0.18 -
Other financial liabilities at amortised cost
Interest accrued on non-current borrowings (refer note 12) 1.69 0.83
Interest accrued on current borrowings (refer note 13) 1.31 0.14
Interest Payable - Related Party (refer note 13) 1.90 -
4.90 0.97
Others
Capital creditors 3.59 4.45
Capital creditors - Related Party (refer Note 29D) 0.45 -
Employees related payable (including labour related) 24.98 23.01
Liability towards trade discounts 4.30 5.45
Unclaimed dividend 0.05 0.05
33.37 32.96
38.45 33.93

Note 17. Other current liabilities

March 31, 2023 March 31, 2022


Statutory dues 6.01 9.07
Contract Liabilities 28.69 15.96
Others - 3.48
34.70 28.51

Note 17A. Current Provisions

March 31, 2023 March 31, 2022


Provision for employee benefits
Provision for leave encashment 4.57 4.06
4.57 4.06

Note 18. Revenue from operations

March 31, 2023 March 31, 2022


Sale of products (refer note 35) 4,086.93 2,452.58
Other operating revenues* 75.32 75.76
4,162.25 2,528.34

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

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 19. Other income

March 31, 2023 March 31, 2022


Interest income
On financial assets carried at amortised cost
from subsidiaries 24.64 15.08
others 9.76 7.88
On deposits with bank 0.10 0.07
Profit on sale of investments carried at fair value through profit or loss 1.18 0.32
Interest received on income tax refund 0.86 -
Net gain on disposal of property, plant and equipment 1.78 0.31
Net gain on disposal of asset held for sale 0.57 -
Net gain on financial assets mandatorily measured at fair value through profit or loss 0.40 -
Net gain on foreign currency transaction and translation 11.52 10.72
Provision write back 0.49 -
Miscellaneous Income 4.54 1.79
55.84 36.17

Note 20. Cost of materials consumed

March 31, 2023 March 31, 2022


Raw materials and packing materials at the beginning of the year 176.07 79.75
Add: Purchases during the year 2,976.90 1,743.51
Less: Raw materials and packing materials at the end of the year 356.20 176.07
2,796.77 1,647.19

Note 21. Changes in inventories of finished goods, work-in-progress and stock-in-trade

March 31, 2023 March 31, 2022


Opening balance
Work-in progress 34.82 18.49
Finished goods 38.87 30.62
Stock-in-trade 3.09 2.31
76.78 51.42
Closing balance
Work-in progress 34.16 34.82
Finished goods 47.66 38.87
Stock-in-trade 0.47 3.09
82.29 76.78
(5.51) (25.36)

Note 22. Employee benefit expense

March 31, 2023 March 31, 2022


Salaries and wages (including bonus) 62.51 51.40
Remuneration to directors 10.16 20.83
Contribution to provident and other funds (refer note 27) 5.00 4.50
Staff welfare expenses 2.38 2.99
Total - A 80.05 79.72
Labour charges (including bonus) 65.31 52.17
Total - B 65.31 52.17
Total expense (A+B) 145.36 131.89

227
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 23. Finance costs

March 31, 2023 March 31, 2022


Interest on debts and borrowings*
To banks# 24.43 8.50
To related parties 2.94 -
To Others 0.06 0.25
Interest on lease liabilities 0.14 0.10
27.57 8.85
*Net of borrowing costs capitalised (refer note 3A)
# Includes relating hedging cost

Note 24. Depreciation and amortization expense

March 31, 2023 March 31, 2022


Depreciation of tangible assets (refer note 3A) 53.82 47.04
Amortization of intangible assets (refer note 3B) 2.15 1.47
Depreciation of Right-of-use assets (refer note 3C) 1.05 0.93
57.02 49.44

Note 25. Other expenses

March 31, 2023 March 31, 2022


Consumption of stores and spares 13.55 9.04
Repairs and maintenance :
Plant and machinery 9.27 6.95
Buildings 5.02 2.21
Others 8.13 6.97
Water and electricity charges 45.89 30.56
Rates and taxes 3.12 3.45
Legal and professional fees 11.91 17.36
Travelling and conveyance 7.40 4.95
Sales commission expenses 14.41 9.11
Freight and forwarding charges 125.18 53.24
Transportation charges 43.01 38.07
Pump truck expenses 16.87 13.05
Security service charges 5.34 4.57
Sales promotion expenses 12.74 6.91
Donations 1.55 0.56
Advertisement expenses 3.60 0.78
Advances written off 0.66 0.02
Directors' sitting fees 0.41 0.30
Net loss on financial assets mandatorily measured at fair value through profit or loss - 0.24
Bad debts written off 9.62 0.95
Impairment (gain)/loss on financial assets (7.36) (15.36)
Property , plant and equipment discarded 2.18 2.34
Corporate Social Responsibility expenditure (refer note 25(b)) 5.83 5.50
Payments to auditors (refer note 25(a)) 1.75 1.64
Testing Charges 0.43 3.40
Sales Tax Mega Project (PF Incentive) Written off 2.03 -
Insurance Charges 9.09 6.95
Miscellaneous expenses (mainly includes bank charges, Information technology, factory, 31.61 25.37
communication, office expenses etc)
383.24 239.13

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 25(a). Details of payments to auditors

March 31, 2023 March 31, 2022


Payment to auditors
As auditor:
Audit fee 1.24 1.20
Limited Review 0.35 0.36
In other capacity
Taxation matters 0.08 0.04
Certification Fees 0.04 0.04
Others (Including technology fees and out of pocket expense etc.) 0.04 -
1.75 1.64

Note 25(b). CSR expenditure

March 31, 2023 March 31, 2022


a) Gross amount required to be spent by the Company during the year 5.82 5.42
b) Amount approved by the Board to be spent during the year 5.82 5.42
c) Amount spent during the year
(i) Construction/acquisition of an asset - -
(ii) On purposes other than (i) above 5.83 5.50
d) Details related to spent / unspent obligation :
i) Contribution to Disaster management including rehabilitation and reconstruction - 1.46
ii) Contribution to environmental sustainability 0.15 -
iii) Promotion of Education 0.96 0.71
iv) Promoting Health Care 4.51 2.00
v) Animal Welfare and Rural Development 0.04 1.23
vi) Skill Development 0.10 0.10
vii) Welfare activities for senior citizen and Hygiene for under privileged children 0.07 -
5.83 5.50

Note 26. Earnings per share (EPS)

March 31, 2023 March 31, 2022


Basic and Diluted EPS
Profit attributable to the equity holders of the Company for basic and diluted EPS: 445.39 261.52
Weighted average number of equity shares for basic and diluted EPS 9,04,90,055 9,04,90,055
Basic and Diluted EPS attributable to the equity holders of the company (H) 49.22 28.90
Nominal value of shares (H) 2.00 2.00

Note 27. Employee Benefit obligations

Post-employment obligations

Gratuity and other post-employment benefit plan

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

229
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 27. Employee Benefit obligations (Contd..)


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, Company makes contribution to Solar Industries India Limited employee group gratuity
assurance scheme (Post employment benefit plan of the Company) (refer note 29). The scheme is funded with an insurance company in the
form of qualifying insurance policy.

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:

Expense recognized in statement of Profit and Loss

March 31, 2023 March 31, 2022


Service cost 1.27 1.13
Net interest cost (0.23) (0.06)
Expenses recognized in the statement of Profit and Loss 1.04 1.07

Other Comprehensive Income

March 31, 2023 March 31, 2022


Actuarial gain / (loss) on liabilities (0.36) 1.96
Actuarial gain / (loss) on assets (0.34) 0.02
Closing amount recognized in OCI (0.70) 1.98

The amount recognized in Balance Sheet

March 31, 2023 March 31, 2022


Present value of funded obligations 12.77 10.88
Fair value of plan assets 14.49 14.29
Net defined benefit liability / (assets) recognized In balance sheet (1.72) (3.41)

Change in Present Value of Obligations

March 31, 2023 March 31, 2022


Opening defined benefit obligations 10.88 11.45
Service cost 1.27 1.13
Interest Cost 0.74 0.72
Benefit Paid (0.48) (0.48)
Actuarial (gain)/ loss on total liabilities 0.36 (1.94)
Closing defined benefit obligations 12.77 10.88

Change in Fair Value of Plan Assets

March 31, 2023 March 31, 2022


Opening fair value of plan assets 14.29 12.44
Actual Return on Plan Assets 0.63 0.80
Employer Contribution 0.04 1.53
Benefit Paid (0.47) (0.48)
Closing fair value of plan assets 14.49 14.29

230
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 27. Employee Benefit obligations (Contd..)


The major categories of plan assets as a percentage of the fair value of total plan assets are as follows :

March 31, 2023 March 31, 2022


Investments with insurer (LIC) 68% 66%
Investments with insurer (ICICI) 32% 34%

The significant actuarial assumptions were as follows :

March 31, 2023 March 31, 2022


Discount Rate 7.36% per annum 6.81% per annum
Rate of increase in Compensation levels 8.00% per annum 8.00% per annum
Rate of Return on Plan Assets 6.81% per annum 6.25% per annum

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.

Note 28. Commitments and contingencies

Capital Commitments

March 31, 2023 March 31, 2022


Estimated amount of contracts remaining to be executed on capital account (net of advances) 48.95 28.80

231
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 28. Commitments and contingencies (Contd..)

Contingent liabilities

March 31, 2023 March 31, 2022


Guarantees
Corporate guarantees given by the Company on behalf of its wholly owned overseas 466.91 345.10
subsidiary in respect of loans taken
Guarantees given by Company’s Bankers on behalf of the Company, against sanctioned 342.71 315.81
letter of credit (SBLC's)
Claims against the Company not acknowledged as debts (Note a)
Excise related matters 6.24 6.95
Sales tax / VAT related matters 1.15 1.15
Advance License Import and Export obligation 0.50 0.29

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.

Note 29. Related Party Information

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

232
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 29. Related Party Information (Contd..)

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

Note - i: The entity has not commenced its business operations

Note - ii: The entity is under liquidation

Note - iii: The entity incorporated on April 29, 2022

Note - iv: The entity incorporated on December 5, 2022


B Other Related Parties:-

I Key Management Personnel (KMP)

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 Manish Nuwal (Managing Director and CEO)

Shri Suresh Menon (Executive Director)

Shri Milind Deshmukh (Executive Director)

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)

Shri Moneesh Agrawal (Joint Chief Financial Officer)

Smt Shalinee Mandhana (Joint Chief Financial Officer)

Smt Khushboo Pasari (Company Secretary and Compliance Officer)

II Relatives of Key Management Personnel (KMP)

Shri Kailashchandra Nuwal

Smt Leeladevi Nuwal

Smt Seemadevi Nuwal

Shri Raghav Nuwal

233
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 29. Related Party Information (Contd..)


III Non Executive Independent Directors **
Shri Amrendra Verma

Smt. Sujitha Karnad

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

VI Entities with Joint control


Astra Resources (Pty) Limited

VII Post Employment Benefit Plans


Solar Industries India Limited employee group gratuity assurance scheme

Economic Explosives Limited employee group gratuity assurance scheme

(Post employment benefit plan of the Company)

Refer note 27 for information on transactions with post employment benefit plan mentioned above

C. Transactions with related parties during the year

Nature of Transaction March 31, 2023 March 31, 2022


Sales of products and services
Economic Explosives Limited 116.40 209.48
Emul Tek Private Limited 3.86 0.63
Nigachem Nigeria Limited 53.29 16.72
P.T. Solar Mining Services 1.46 0.34
Solar Explochem Zambia Limited 38.26 18.53
Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi 53.01 29.09
Solar Mining Services Pty Ltd, South Africa 88.58 54.65
Solar Mining Services Pty Ltd, Australia 78.00 9.03
Solar Nitro Ghana Limited 9.22 2.42
Solar Nitro Chemicals Limited 15.70 0.01
Solar Venture Company Limited (Formerly known as Laghe Venture Company Limited) 11.50 3.51
Total 469.28 344.41
Other operating income
Emul Tek Private Limited* 0.00 -
Nigachem Nigeria Limited - Technical consultancy 6.20 1.49

234
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 29. Related Party Information (Contd..)

Nature of Transaction March 31, 2023 March 31, 2022


Economic Explosives Limited- Transportation 2.91 2.49
Other Income (Arrangement fees)
Solar Overseas Mauritius Limited 0.80 0.29
Solar Mining Services Pty Ltd, South Africa 0.67 0.79
Nigachem Nigeria Limited 0.05 0.03
Solar Nitro Ghana Limited 0.19 0.21
Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi 0.24 0.19
Solar Mining Services (Pty) Ltd Australia 0.40 -
Cross Charges recovered
Economic Explosives Limited 0.65 0.40
Emul Tek Private Limited 0.03 0.02
Nigachem Nigeria Limited 0.39 0.35
Solar Explochem Zambia Limited 0.18 0.17
Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi 0.41 0.46
Solar Mining Services Pty Ltd, South Africa 0.16 0.19
Solar Nitro Ghana Limited 0.12 0.13
Solar Venture Company Limited ( Formerly known as Laghe Venture Company Limited) 0.05 0.05
Solar Mining Services Pty Ltd, Australia 0.05 0.04
Solar Madencilik Hizmetleri Anonim Sirketi 0.07 0.13
Solar Nitro Chemicals Limited, Tanzania* 0.00 0.00
Total 13.57 7.43
Sale of fixed assets
Emul Tek Private Limited 1.55 0.01
Economic Explosives Limited 0.01 -
Total 1.56 0.01
Purchase of raw material,components and fixed assets
Economic Explosives Limited 300.13 161.41
Solar Mining Services Pty Ltd, Australia* 0.01 0.00
Emul Tek Private Limited 0.12 0.77
Total 300.26 162.18
Purchase of License
Economic Explosives Limited 1.12 1.95
Total 1.12 1.95
Other Expenditure
Economic Explosives Limited-Transportation 1.08 0.81
Solar Mining Services Pty Ltd, Australia - 0.09
Solar Synthetics Private Limited (Rent) 0.04 0.03
Raghav Nuwal - 0.03
Total 1.12 0.96
Investment
Solar Explochem Limited 0.05 -
Total 0.05 wWW -
Loans given/ (repaid) during the year
Given
Economic Explosives Limited 180.16 740.00
Solar Explochem Limited 8.28 -
Solar Overseas Mauritius Limited - Loan 154.59 176.51

235
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Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 29. Related Party Information (Contd..)

Nature of Transaction March 31, 2023 March 31, 2022


Emul Tek Private Limited 147.50 28.38
490.53 944.89
Repaid
Economic Explosives Limited (220.04) (711.84)
Solar Overseas Mauritius Limited (47.80) (56.68)
Emul Tek Private Limited (138.96) (24.94)
(406.80) (793.46)
Total (net) 83.73 151.43
Interest income
Economic Explosives Limited 1.40 2.81
Solar Explochem Limited 0.32 -
Emul Tek Private Limited 2.90 1.86
Solar Overseas Mauritius Limited 20.02 10.41
Total 24.64 15.08
Interest Paid
Economic Explosives Limited 2.94 -
Total 2.94 -
Remuneration to KMP**
Short-term employee benefits ***
Shri Satyanarayan Nuwal 0.35 13.20
Shri Manish Nuwal 11.70 6.50
Shri Suresh Menon 0.82 0.60
Shri Milind Deshmukh 0.85 0.28
Shri Anil Kumar Jain - 0.25
Shri Moneesh Agrawal 0.43 0.30
Smt. Shalinee Mandhana 0.34 0.22
Smt. Khushboo Pasari 0.23 0.18
Shri Nilesh Panpaliya (Resigned from the position of Chief Financial Officer (CFO) - 0.04
w.e.f. May 14, 2021)
Total 14.72 21.57
Sitting fees
Shri Amrendra Verma 0.11 0.09
Smt Sujitha Karnad 0.10 0.06
Shri Natrajan Ramkrishna 0.04 -
Shri Jagdish C Belwal 0.01 -
Shri Dilip Patel 0.07 0.06
Shri Ajai Nigam (Ceased to be a Non-Executive Independent Director w.e.f. March 3, 0.07 0.06
2023)
Shri Sanjay Sinha (resolution of his appointment, could not passed in 27th Annual 0.02 -
General Meeting)
Shri Sunil Shrivastav ( Resigned as Non-Executive Independent Director on Jan 13, - 0.04
2022 )
Total 0.42 0.31
Guarantee given/(extinguished) on behalf of subsidiary
Solar Overseas Mauritius Limited (Net) 36.52 84.96
Solar Mining Services Pty Limited, South Africa (84.32) -
Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi 41.15 -
Nigachem Nigeria Limited - 16.90
Solar Nitro Ghana Limited - 11.37
Solar Mining Services Pty Limited, Australia 99.22 -
Total 92.57 113.23

236
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 29. Related Party Information (Contd..)


Terms and conditions of transactions with related parties

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

D. Balance outstanding at the year end are as follows:

Nature of Transaction March 31, 2023 March 31, 2022


Loans Given
Economic Explosives Limited - 39.88
Solar Explochem Limited 8.28 -
Solar Overseas Mauritius Limited 351.26 223.58
Emul Tek Private Limited 32.01 23.46
Total 391.54 286.92
Other Financial Assets (Accrued Interest)
Economic Explosives Limited - 1.01
Solar Explochem Limited 0.29 -
Emul Tek Private Limited 0.61 0.46
Solar Overseas Mauritius Limited - 3.42
Total 0.90 4.89
Trade receivables
Nigachem Nigeria Limited 51.83 20.53
Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi 40.40 12.78
Solar Mining Services Pty Limited, South Africa 73.99 93.13
Solar Explochem Zambia Limited 21.54 0.72
Emul Tek Private Limited* 2.47 0.00
Economic Explosives Limited 28.05 3.84
Solar Mining Services Pty Limited, Australia 30.68 13.84
Solar Venture Company Limited ( Formerly known as Laghe Venture Company Limited) 5.42 1.78
P.T. Solar Mining Services 0.35 0.34
Solar Nitro Chemicals Limited 15.12 -
Solar Nitro Ghana Limited 4.90 2.65
Total 274.75 149.61
Contract Liabilities
Economic Explosive Limited 1.55 -
Total 1.55 -
Trade payables/ Other payables
Economic Explosives Limited 183.59 2.83
Emul Tek Private Limited 0.10 -
Solar Overseas Mauritius Limited - 0.06
Solar Mining Services Pty Limited, Australia* 0.01 0.09

237
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 29. Related Party Information (Contd..)

Nature of Transaction March 31, 2023 March 31, 2022


Solar Synthetics (P) Limited 0.10 0.08
Shri Satyanarayan Nuwal 0.21 5.40
Shri Manish Nuwal 4.58 2.10
Shri Kailashchandra Nuwal (Note 29 E) 0.13 0.13
Total 188.72 10.69
Capital creditors
Emul Tek Private Limited 0.04 -
Economic Explosives Limited 0.41 -
Total 0.45 -
Loan Taken
Economic Explosives Limited 39.10 -
Total 39.10
Interest Payable
Economic Explosives Limited 1.90 -
Total 1.90
E. Balance of guarantees outstanding at the year end are as follows:

March 31, 2023 March 31, 2022


Guarantees (including SBLC's) given on behalf of subsidiary*
Solar Overseas Mauritius Limited 472.12 400.92
Solar Mining Services Pty Limited, South Africa 85.01 155.93
Solar Patlayici Maddeler Sanayi Ve Ticaret Anonim Sirketi 123.25 75.79
Nigachem Nigeria Limited 18.32 16.90
Solar Nitro Ghana Limited 12.32 11.37
Solar Mining Services Pty Limited, Australia 98.60 -
Total 809.62 660.91

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.

238
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 30. Segment Information

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.

Note 31. Fair value measurements

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.

239
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 31. Fair value measurements

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:

Quoted prices Significant Significant


Carrying in active observable unobservable
Notes
Value markets inputs inputs
(Level 1) (Level 2) (Level 3)
Financial assets
Amortised cost -
Loans 391.54 5 - - -
Other financial assets (except derivatives) 114.20 6 - - -
Trade receivables 539.46 7 - - -
Cash and cash equivalents 58.16 8 - - -
Bank balances other than cash and cash equivalents 2.79 8 - - -

Investment carried at Fair Value through Other


Comprehensive Income
Investment in equity instruments of others (unquoted) 49.92 4 - - 49.92
(includes compulsory convertiable preference shares)

Fair value through profit and loss


Investment in Venture Capital Fund (unquoted) 0.61 4 - 0.61 -
Investment in equity instruments of others (unquoted) 0.43 4 - - 0.43
Investment in SBI Overnight Fund (Direct Growth) 20.00 4 20.00 - -
Fair value through profit and loss
Derivative Instruments designated as hedge - 6 - - -

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:

Quoted prices Significant Significant


Carrying in active observable unobservable
Notes
Value markets inputs inputs
(Level 1) (Level 2) (Level 3)
Financial assets
Amortised cost -
Loans 286.92 5 - - -
Other financial assets (except derivatives) 143.20 6 - - -
Trade receivables 297.75 7 - - -

Cash and cash equivalents 23.13 8 - - -


Bank balances other than cash and cash equivalents 2.11 8 - - -

240
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 31. Fair value measurements (Contd..)

Quoted prices Significant Significant


Carrying in active observable unobservable
Notes
Value markets inputs inputs
(Level 1) (Level 2) (Level 3)
Investment carried at Fair Value through Other
Comprehensive Income
Investment in equity instruments of others (unquoted) 17.50 4 - - 17.50
(includes compulsory convertiable preference shares) - - - - -

Fair value through profit & loss


Investment in Venture Capital Fund (unquoted) 0.53 4 - 0.53 -
Investment in equity instruments of others (unquoted) 0.11 4 - - 0.11
Fair value through profit and loss
Derivative Instruments designated as hedge 0.82 6 - 0.82 -

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.

Risk Exposure arising from Management


Market Risk- Interest rate risk Borrowings Sensitivity Analysis Interest Rate Swaps
Term Loan
Market Risk-Foreign Exchange Recognized financial assets and liabilities Cash Flow Analysis Foreign-exchange options
not denominated in INR Sensitivity Analysis contracts/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 letter of credit and Bank guarantee
Liquidity Risk Borrowing, trade payables and other Cash Flow forecasts Availability of credit limits and
financial liabilities borrowing facilities

241
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 32. Financial risk management objectives and policies (Contd..)


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

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

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.

a) Derivative outstanding as at the reporting date

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 :

March 31, 2023 March 31, 2022


USD SEK ZAR GBP AUD USD SEK ZAR GBP AUD
Trade Receivable 203.89 - 73.35 - 30.62 100.44 - 92.18 - -
Loans 351.26 - - - - 223.57 - - - -
Other Financial Assets - - - - - 3.42 - - - -
Capital Creditors - - - 0.66 - - 0.02 - - -
Trade Payables (includingcAcceptances)* 77.09 - - - 0.00 200.45 0.11 - - -

242
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 32. Financial risk management objectives and policies (Contd..)


1% increase or decrease in foreign exchange rates will have the following impact on profit before tax:-

March 31, 2023 March 31, 2022


USD 4.78 1.27
SEK * - (0.00)
ZAR 0.73 0.92
GBP* 0.00 -
AUD 0.31 -
* Amount is less than H 0.01

Equity price risk

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.

March 31, 2023 March 31, 2022


Investment in mutual funds 20.00 -

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)

Trade and other receivables:

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:

61 to 120 More than


Period Upto 60 days Total
days 120 days
As at March 31, 2023 409.45 47.14 89.92 546.51
As at March 31, 2022 193.22 27.50 91.44 312.16

243
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 32. Financial risk management objectives and policies (Contd..)


The following table summarizes the changes in the provisions made for the receivables:

March 31, 2023 March 31, 2022


Opening balance 14.41 29.77
Provided/(Reversed) during the year (7.36) (15.36)
Closing balance 7.05 14.41

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.

Maturity profile of financial liabilities

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

March 31, 2022


Borrowings
From Banks (net of interest accrued but not due) - 6.52 29.57 118.56 - 154.65
Trade payables (including Acceptances) - 205.73 129.62 - - 335.35
Other financial liabilities (excluding derivatives and lease liabilities) 0.05 21.89 11.99 - - 33.93
Lease liabilities (Gross) - 0.25 0.56 0.57 0.05 1.43
Derivative Instruments - - - - - -

Note 33. Capital management

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.

March 31, 2023 March 31, 2022


Net Debt (see note below) 342.76 131.52
Equity 1,767.45 1,365.59
Capital Employed 2,110.21 1,497.11
Net Gearing ratio 16.24% 8.79%

244
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 33. Capital management (Contd..)

Note:-

Calculation of net debt is as follows :

March 31, 2023 March 31, 2022


Borrowings
Non-Current 182.47 118.56
Current 238.45 36.09
420.92 154.65
Cash and cash equivalents and Bank balance (excluding earmarked balances with banks 58.16 23.13
and margin money)
Current Investments 20.00 -
78.16 23.13
Net Debt 342.76 131.52

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 34. Research & Development Expenditure:

Nature March 31, 2023 March 31, 2022


Revenue Expenditure 0.58 1.47
Total 0.58 1.47

Note:-

Revenue expenditure incurred on R&D has been included in the respective account heads in the Statement of Profit and Loss.

Note 35. Revenue from operations

a. Principal revenue generation activity

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.

b. Disaggregated Revenue information

The Company’s disaggregate revenue by geographical location.

March 31, 2023 March 31, 2022


India 3,367.06 2,193.52
Rest of the World 719.87 259.06
Total 4,086.93 2,452.58

245
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 35. Revenue from operations (Contd..)

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.

March 31, 2023 March 31, 2022


Trade Receivables 539.46 297.75
Contract Liabilities 28.69 28.69

d. Reconciling the amount of revenue recognised in statement of profit and loss with the contracted price

March 31, 2023 March 31, 2022


Revenue as per contracted price 4,155.44 2,487.69
Adjustments for:
Rebates, Discounts, Powder Factor and other deductions (68.51) (35.11)
Revenue from contract with customers 4,086.93 2,452.58

e. Transaction price allocated to the remaining performance obligations

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.

Note 36. Financial Ratios

March 31, March 31,


Particulars Numerator Demominator % change Reason for varaince
2023 2022
Current Ratio Current Asset Current 1.80 1.71 5.26%
Liabilities
Debt-Equity Ratio Total Debt Shareholder's 0.24 0.11 118.18% Ratio has increased on account of
Equity New Long term loan taken.
Debt Service Earning Debt Service^ 8.05 10.23 -21.31%
Coverage Ratio available for
Debt Service#
Return on Equity Net Profit Average 28.43% 20.74% 37.08% There is positive movement of 37 %
Ratio after taxes Shareholder's on return on equity since last year
Equity due to increase in the net profit.
Inventory Cost of Goods Average 40.03 29.88 33.97% Ratio is improved on account
Turnover Ratio Sold Inventory of decrease in holding period of
inventory.
Trade Receivable Net Sales Average Trade 9.52 7.70 23.62%
Turnover Ratio Receivable
Trade Payable Net Purchases Average Trade 8.75 7.28 20.18%
Turnover Ratio Payable
Net Capital Net Sales Average 8.10 7.24 11.88%
Turnover Ratio Working
Capital

246
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 36. Financial Ratios

March 31, March 31,


Particulars Numerator Demominator % change Reason for varaince
2023 2022
Net Profit Ratio Net Profit Revenue from 10.70% 10.34% 3.48%
after Tax operation
Return on Capital Earning Average 32.19% 24.45% 31.65% Ratio is improved on account of
Employed Ratio Before Capital increase in EBIT.
Interest and Employeed*
Taxes
Return on Non Average 12.40% 5.28% 134.81% Return on Investment ratio improved
Investment Ratio operating Investment** due to enhanced gains during the
income from period.
investment
# Net Profit before Taxes+ Depreciation and Amortization+ Finance cost excluding Interest on Lease
* Tangible Net Worth + Total Debt + Deferred Tax Liabilities
**Investments includes Fixed Deposit
^ Finance cost + Interest on leases + Borrowing cost capitalised + Repayment made

Note 37. Details of dues to micro and small enterprises as defined under the Micro, Small and Medium Enterprises
Development (MSMED) Act, 2006:

March 31, 2023 March 31, 2022


Principal amount outstanding (whether due or not) to micro and small enterprises 8.04 8.35
Interest due thereon - -
The amount of interest paid by the Company in terms of Section 16 of the MSMED Act, - -
2006 along with the amounts of the payment made to the supplier beyond the appointed
day during each accounting year
The amount of interest due and payable for the period of delay in making payment (which - -
have been paid but beyond the appointed day during the year) but without adding the
interest specified under the MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each accounting year - -

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.

247
Solar Industries India Limited / Annual Report 2022-23

Notes to Standalone Financial Statements


for the year ended March 31, 2023

Note 38. Other Statutory Information:

(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

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 : Mumbai Place : Nagpur


Date : May 03, 2023 Date: May 03, 2023 Date: May 03, 2023

248
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Independent Auditor’s Report


To
The Members of
Solar Industries India Limited

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.

249
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.

250
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.

• Obtain sufficient appropriate audit evidence regarding the


Auditor’s Responsibilities for the Audit of the financial information of the entities or business activities
Consolidated Financial Statements within the Group and its associate and jointly controlled
entity of which we are the independent auditors and whose
Our objectives are to obtain reasonable assurance about whether
financial information we have audited, to express an opinion
the consolidated financial statements as a whole are free from
on the consolidated financial statements. We are responsible
material misstatement, whether due to fraud or error, and to issue
for the direction, supervision and performance of the audit
an auditor’s report that includes our opinion. Reasonable assurance
of the financial statements of such entities included in the
is a high level of assurance, but is not a guarantee that an audit
consolidated financial statements of which we are the
conducted in accordance with SAs will always detect a material
independent auditors. For the other entities included in the
misstatement when it exists. Misstatements can arise from fraud or
consolidated financial statements, which have been audited by
error and are considered material if, individually or in the aggregate,
other auditors, such other auditors remain responsible for the
they could reasonably be expected to influence the economic
direction, supervision and performance of the audits carried out
decisions of users taken on the basis of these consolidated
by them. We remain solely responsible for our audit opinion.
financial statements.
We communicate with those charged with governance of the Holding
As part of an audit in accordance with SAs, we exercise professional
Company and such other entities included in the consolidated
judgment and maintain professional skepticism throughout the
financial statements of which we are the independent auditors
audit. We also:
regarding, among other matters, the planned scope and timing of
• Identify and assess the risks of material misstatement of the the audit and significant audit findings, including any significant
consolidated financial statements, whether due to fraud or deficiencies in internal control that we identify during our audit.
error, design and perform audit procedures responsive to
We also provide those charged with governance with a statement
those risks, and obtain audit evidence that is sufficient and
that we have complied with relevant ethical requirements regarding
appropriate to provide a basis for our opinion. The risk of
independence, and to communicate with them all relationships
not detecting a material misstatement resulting from fraud is
and other matters that may reasonably be thought to bear on our
higher than for one resulting from error, as fraud may involve
independence, and where applicable, related safeguards.
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control. From the matters communicated with those charged with
governance, we determine those matters that were of most
• Obtain an understanding of internal control relevant to the
significance in the audit of the consolidated financial statements
audit in order to design audit procedures that are appropriate
for the financial year ended March 31, 2023 and are therefore
in the circumstances. Under section 143(3)(i) of the Act, we
the key audit matters. We describe these matters in our auditor’s
are also responsible for expressing our opinion on whether the
report unless law or regulation precludes public disclosure about
Holding Company has adequate internal financial controls with
the matter or when, in extremely rare circumstances, we determine
reference to financial statements in place and the operating
that a matter should not be communicated in our report because the
effectiveness of such controls.
adverse consequences of doing so would reasonably be expected to
• Evaluate the appropriateness of accounting policies used outweigh the public interest benefits of such communication.
and the reasonableness of accounting estimates and related
disclosures made by management. Other Matter
• Conclude on the appropriateness of management’s use of the (a) The accompanying consolidated financial statements include
going concern basis of accounting and, based on the audit the financial statements and other financial information, in
evidence obtained, whether a material uncertainty exists respect of 4 subsidiaries, whose financial statements include
related to events or conditions that may cast significant total assets of Rs.88.96 crore as at March 31, 2023, and total
doubt on the ability of the Group and its associate and jointly revenues of Rs. 199.27 crore and net cash inflows of Rs. 3.37
controlled entity to continue as a going concern. If we conclude crore for the year ended on that date which have been audited
that a material uncertainty exists, we are required to draw

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

253
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

Annexure 1 to the Independent Auditor’s Report


of Even Date on the Consolidated Ind as Financial
Statements of Solar Industries India Limted
(Referred to in paragraph 1, under ‘Report on Other Legal and Regulatory Requirements’ section of our Report of even date)

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:

Sr. Name CIN Holding company/ Clause number of the


No. subsidiary/ CARO report which is
associate/ joint venture qualified or is adverse

1 Solar Industries India Limited L74999MH1995PLC085878 Holding company 3(i)(c )


3 Economic Explosives Limited U24292MH1995PLC091808 Subsidiary 3(viii)(a)

For Gandhi Rathi & Co For S R B C & CO LLP


Chartered Accountants Chartered Accountants
ICAI Firm Reg. number: 103031W ICAI Firm Reg. number: 324982E/E300003

per C.N. Rathi per Pramod Kumar Bapna


Partner Partner
Membership No.: 39895 Membership No.: 105497
UDIN: 23039895BGXQPJ5526 UDIN: 23105497BGXBNR5960

Place: Nagpur Place: Nagpur


Date: May 03, 2023 Date: May 03, 2023

255
Solar Industries India Limited / Annual Report 2022-23

Annexure to the Independent Auditor’s Report


of even date on the Consolidated Financial
Statements of Solar Industries India Limted
Report on the Internal Financial Controls under Clause both, issued by ICAI. Those Standards and the Guidance Note
(i) of Sub-section 3 of Section 143 of the Companies require that we comply with ethical requirements and plan and
Act, 2013 (“the Act”) perform the audit to obtain reasonable assurance about whether
adequate internal financial controls with reference to consolidated
In conjunction with our audit of the consolidated financial financial statements was established and maintained and if such
statements of Solar Industries India Limited (hereinafter referred to controls operated effectively in all material respects.
as the “Holding Company”) as of and for the year ended March 31,
2023, we have audited the internal financial controls with reference Our audit involves performing procedures to obtain audit
to consolidated financial statements of the Holding Company and evidence about the adequacy of the internal financial controls
its subsidiaries (the Holding Company and its subsidiaries together with reference to consolidated financial statements and their
referred to as “the Group”), its associate and its jointly controlled operating effectiveness. Our audit of internal financial controls with
entity which are companies incorporated in India, as of that date. reference to consolidated financial statements included obtaining
an understanding of internal financial controls with reference
to consolidated financial statements, assessing the risk that a
Management’s Responsibility for Internal Financial
material weakness exists, and testing and evaluating the design and
Controls
operating effectiveness of internal control based on the assessed
The respective Board of Directors of the companies included in risk. The procedures selected depend on the auditor’s judgement,
the Group, its associate and its jointly controlled entity which are including the assessment of the risks of material misstatement of
companies incorporated in India, are responsible for establishing the financial statements, whether due to fraud or error.
and maintaining internal financial controls based on the internal
We believe that the audit evidence we have obtained and the
control over financial reporting criteria established by the Holding
audit evidence obtained by the other auditors in terms of their
Company considering the essential components of internal control
reports referred to in the Other Matters paragraph below, is
stated in the Guidance Note on Audit of Internal Financial Controls
sufficient and appropriate to provide a basis for our audit opinion
Over Financial Reporting issued by the Institute of Chartered
on the internal financial controls with reference to consolidated
Accountants of India (ICAI). These responsibilities include the
financial statements.
design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence Meaning of Internal Financial Controls With Reference
to the respective company’s policies, the safeguarding of its assets, to Consolidated Financial Statements
the prevention and detection of frauds and errors, the accuracy
A company's internal financial control with reference to
and completeness of the accounting records, and the timely
consolidated financial statements is a process designed to provide
preparation of reliable financial information, as required under the
reasonable assurance regarding the reliability of financial reporting
Companies Act, 2013.
and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A
Auditor’s Responsibility company's internal financial control with reference to consolidated
financial statements includes those policies and procedures that (1)
Our responsibility is to express an opinion on the Holding Company's
pertain to the maintenance of records that, in reasonable detail,
internal financial controls with reference to consolidated financial
accurately and fairly reflect the transactions and dispositions of
statements based on our audit. We conducted our audit in
the assets of the company; (2) provide reasonable assurance that
accordance with the Guidance Note on Audit of Internal Financial
transactions are recorded as necessary to permit preparation
Controls Over Financial Reporting (the “Guidance Note”) and the
of financial statements in accordance with generally accepted
Standards on Auditing, specified under section 143(10) of the Act,
accounting principles, and that receipts and expenditures of the
to the extent applicable to an audit of internal financial controls,

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.

Inherent Limitations of Internal Financial Controls Other Matters


With Reference to Consolidated Financial Statements
Our report under Section 143(3)(i) of the Act on the adequacy
Because of the inherent limitations of internal financial controls and operating effectiveness of the internal financial controls with
with reference to consolidated financial statements, including reference to consolidated financial statements of the Holding
the possibility of collusion or improper management override Company, in so far as it relates to these 6 subsidiaries, which are
of controls, material misstatements due to error or fraud may companies incorporated in India, is based on the corresponding
occur and not be detected. Also, projections of any evaluation reports of the auditors of such subsidiaries incorporated in India.
of the internal financial controls with reference to consolidated
financial statements to future periods are subject to the risk that
the internal financial controls with reference to consolidated For Gandhi Rathi & Co. For S R B C & CO LLP
financial statements may become inadequate because of changes Chartered Accountants Chartered Accountants
in conditions, or that the degree of compliance with the policies or ICAI Firm Reg. number: 103031W ICAI Firm Reg. number:
procedures may deteriorate. 324982E/E300003

per C.N. Rathi per Pramod Kumar Bapna


Opinion Partner Partner
Membership No.: 39895 Membership No.: 105497
In our opinion, the Group , which are companies incorporated UDIN: 23039895BGXQPJ5526 UDIN: 23105497BGXBNR5960
in India, have, maintained in all material respects, adequate
internal financial controls with reference to consolidated financial Place: Nagpur Place: Nagpur
statements and such internal financial controls with reference to Date: May 03, 2023 Date: May 03, 2023

257
Solar Industries India Limited / Annual Report 2022-23

Consolidated 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 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

Consolidated Statements of Profit and Loss


for the year ended March 31, 2023
(All amounts in H Crores, unless otherwise stated)

Year ended Year ended


Notes
March 31, 2023 March 31, 2022
Revenue from operations 20 6,922.53 3,947.61
Other income 21 31.52 19.66
Total income 6,954.05 3,967.27
Expenses
Cost of materials consumed 22A 3,819.54 2,301.13
Purchases of stock-in-trade 560.22 66.25
Changes in inventories of finished goods, work-in-progress and stock-in-trade 22B (37.39) (40.05)
Employee benefit expense 23 352.72 289.63
Depreciation and amortization expense 26 128.21 109.25
Other expenses 24 938.52 583.39
Finance costs 25 90.38 50.25
Total expenses 5,852.20 3,359.85
Profit before tax 1,101.85 607.42
Share of Profit/(Loss) of associates and jointly controlled entity (net of tax) (0.27) -
Tax expense
- Current tax 312.83 163.30
- Adjustment of tax relating to earlier periods 1.20 0.35
- Deferred tax (23.62) (11.70)
Total tax expense 19 290.41 151.95
Profit for the year 811.17 455.47
Other comprehensive income/(loss)
Items that will not be reclassified to Profit or Loss
Remeasurement gain/ (loss) on defined benefit plans (0.44) (0.20)
Income tax effect 0.11 0.05
Remeasurement gain/ (loss) on Investment in Equity instruments 32.42 -
Income tax effect (7.55) -
24.54 (0.15)
Items that may be reclassified to Profit or Loss
Net movement on Cash Flow Hedge Reserve 3.30 5.51
Income tax effect (0.10) (0.19)
Exchange difference on translation of foreign operations (71.65) (34.61)
Income tax effect 12.28 1.09
(56.17) (28.20)
Total other comprehensive income/(loss) for the year, net of tax (31.63) (28.35)
Total comprehensive income for the year 779.54 427.12
Net profit attributable to
a) Owners of the company 757.19 441.28
b) Non-controlling interest 53.98 14.19
811.17 455.47
Other comprehensive income attributable to
a) Owners of the company (12.91) (43.42)
b) Non-controlling Interest (18.72) 15.07
(31.63) (28.35)
Total comprehensive income attributable to
a) Owners of the company 744.27 397.86
b) Non-controlling Interest 35.27 29.26
779.54 427.12
Earnings per equity share
Basic and Diluted earnings per share 27 83.68 48.77
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

259
Solar Industries India Limited / Annual Report 2022-23

Consolidated Statement of Cash Flows


for the year ended March 31, 2023
(All amounts in H Crores, unless otherwise stated)

Year ended Year ended


March 31, 2023 March 31, 2022
Cash flows from operating activities
Profit before tax 1,101.85 607.42
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortisation expense 128.21 109.25
Discard of property, plant and equipment (net) 3.73 3.64
Profit on sale of non current assets held for sale (0.57) -
Net (gain) /loss on disposal of property, plant and equipment (2.61) 0.86
Net (gain)/loss on financial assets measured at fair value through profit or loss (0.40) 0.24
Loss relating to Company’s subsidiaries operating in hyperinflationary economy 47.80 -
Profit on sale of financial assets carried at fair value through profit or loss (1.73) (0.41)
Dividend and interest income (16.31) (12.76)
Impairment of inventory 10.07 0.22
Impairment (gain)/loss on financial asset 21.86 (12.70)
Provision written back (0.49) -
Finance costs 90.38 50.25
Bad debts written off 17.67 1.19
Impairment (gain)/loss on non current assets - 6.80
Sales tax mega project (PF Incentive) written off 4.12 -
Advances/others written off 9.68 -
Effect of exchange rate change 24.35 15.69
Operating profit before working capital changes 1,437.61 769.69
Working capital adjustments :
(Increase)/Decrease in trade receivables (323.34) (72.96)
(Increase)/Decrease in inventories (389.19) (278.60)
Increase/(Decrease) in trade payables 23.98 177.98
(Increase) /Decrease in other assets (18.35) (171.85)
Increase /(Decrease) in other liabilities 180.18 33.14
Cash generated from operations 910.89 457.40
Less : Income taxes paid 254.41 159.60
Net cash flows from operating activities 656.48 297.80
Cash flows from investing activities
Purchase of property, plant and equipment, including capital work in progress and (479.11) (287.44)
capital advances
Proceeds from sale of property, plant and equipment 6.02 6.65
Advance received against land - 3.48
Purchase of additional stake in subsidiary - (1.77)
Loans (given) to/ repaid by others-current/non-current (4.87) (4.90)
Proceeds/ (Purchase) from sale of non-current investments (27.74) (17.50)
Proceeds/ (Purchase) from sale of current investments (18.27) 0.41
(Investment)/Redemption in fixed deposits (0.98) (2.81)
Dividend and interest income received 5.97 0.83
Net cash flows used in investing activities (518.98) (303.05)

260
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Consolidated Statement of Cash Flows


for the year ended March 31, 2023
(All amounts in H Crores, unless otherwise stated)

Year ended Year ended


March 31, 2023 March 31, 2022
Cash flows from financing activities
Proceeds from non-current borrowings 408.87 197.70
Repayment of non-current borrowings (224.92) (174.68)
Proceeds from/ (Repayment) of current borrowings 94.76 42.92
Lease Liabilities (6.13) (5.20)
Interest paid (86.55) (51.85)
Dividend paid to non controlling interest (67.87) (54.29)
Net cash flows from /(used in) financing activities 118.16 (45.40)
Exchange difference arising on conversion debited to foreign currency translation (71.65) (34.61)
reserve
Net loss on account of Company's subsidiaries operating in hyperinflationary economy (23.65) -
Net increase in cash and cash equivalents 160.37 (85.26)
Add:-Cash and cash equivalents at the beginning of the year 84.67 169.93
Cash and cash equivalents at end of the year 245.04 84.67

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)

A. Equity Share Capital

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

Reserves and surplus Other Comprehensive Income


Foreign
Cash flow Non-
Securities Retained Capital Capital Equity currency
hedge Total controlling Total
premium earnings reserve reserve Total Instrument translation
reserve interest
Solar Industries India Limited / Annual Report 2022-23

(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

Reserves and surplus Other Comprehensive Income


Non-
Securities Retained Capital Capital Cash flow Equity Foreign currency Total controlling Total
Corporate Overview

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

Remeasurement gain/(loss) on Investment in Equity - 24.87 24.87 24.87


Instrument
Exchange differences on translation of foreign - - - - - - (40.68) (40.68) (18.72) (59.40)
operations (net of tax)
Dividend paid - (67.87) - - (67.87) - - (67.87) - (67.87)
Opening reserve transferred from NCI to Owners upon - (4.47) - - (4.47) - - (4.47) 4.47 (0.00)
change in NCI holding
Net gain on account of Company's subsidiaries - 24.15 - - 24.15 - - 24.15 - 24.15
operating in hyperinflationary economy
Balance as at March 31, 2023 149.13 1,683.41 16.54 950.82 2,799.90 8.99 24.87 (241.52) 2,592.24 140.36 2,732.60
The accompanying notes form an integral part of the consolidated financial statements
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
28th Annual General Meeting

263
Date: May 03, 2023 Date: May 03, 2023 Date: May 03, 2023
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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.

Note 2: Significant accounting policies Basis of consolidation

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Details of group companies included in Consolidated Financial Statements are as under:

% 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%

• Note i: The entity has not commenced its business operations

• Note ii: The entity is under liquidation.

• Note iii: The entity was incorporated on December 5, 2022

• Note iv: The entity was incorporated on April 29, 2022

• Note v: Associate Company w.e.f. April 6, 2022

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Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

2.2 Summary of significant accounting policies c. Intangible assets

a. Use of estimates Intangible assets including software licenses of enduring


nature and contractual rights acquired separately are
The preparation of the financial statements requires measured on initial recognition at cost. Following initial
the management to make judgements, estimates and recognition, intangible assets are carried at cost less
assumptions that affect the reported amounts of revenue, accumulated amortization and accumulated impairment
expenses, assets and liabilities and the accompanying losses, if any. Cost comprises the purchase price and
disclosures, and the disclosure of contingent liabilities. any directly attributable cost of bringing the asset to its
Uncertainty about these assumptions and estimates could working condition for its intended use.
result in the outcomes requiring a material adjustment
to the carrying amounts of assets or liabilities in Intangible assets with finite lives are amortized over
future periods. the useful economic life and assessed for impairment
whenever there is an indication that the intangible
b. Property, Plant and Equipment asset may be impaired. The amortisation period and
the amortisation method for an intangible asset with a
Capital work in progress is stated at cost, net of
finite useful life are reviewed at least at the end of each
accumulated impairment loss, if any. Property, Plant
reporting period. Changes in the expected useful life or
and Equipment are stated at cost, less accumulated
the expected pattern of consumption of future economic
depreciation and accumulated impairment losses, if
benefits embodied in the asset are considered to modify
any. Such cost includes the cost of replacing part of
the amortisation period or method, as appropriate, and
the plant and equipment and borrowing costs for long-
are treated as changes in accounting estimates. The
term construction projects if the recognition criteria are
amortisation expense on intangible assets with finite lives
met. The cost comprises the purchase price and directly
is recognised in the statement of profit and loss unless such
attributable costs of bringing the asset to its working
expenditure forms part of carrying value of another asset.
condition for its intended use. Any trade discounts and
rebates are deducted in arriving at the purchase price. Gains or losses arising upon derecognition of an intangible
Capital work-in-progress includes cost of Property, Plant asset are measured as the difference between the net
and Equipment that are not ready for their intended use. disposal proceeds and the carrying amount of the asset
and are recognized in the statement of profit and loss
The cost of a self-constructed item of property, plant and
when the asset is disposed.
equipment comprises the cost of materials and direct
labour, any other costs directly attributable to bringing Research and development
the item to working condition for its intended use, and
estimated costs of dismantling and removing the item and Expenditures on research activities undertaken with the
restoring the site on which it is located. prospect of gaining new scientific or technical knowledge
and understanding are recognized in the statement of
If significant parts of an item of property, plant and profit and loss when incurred.
equipment have different useful lives, then they are
accounted for as separate items (major components) Development activities involve a plan or design for the
of property, plant and equipment. All other repair production of new or substantially improved products
and maintenance costs are recognised in profit or and processes. Development expenditures are capitalized
loss as incurred. only if development costs can be measured reliably;
the product or process is technically and commercially
Subsequent expenditure related to an item of property, feasible; future economic benefits are probable; and the
plant and equipment is added to its book value only if Group intends to and has sufficient resources to complete
it is probable that future economic benefits associated development and to use or sell the asset.
with the item will flow to the Group. All other expenses
on existing property, plant and equipment, including day- Expenditure on research and development eligible for
to-day repair and maintenance expenditure and cost of capitalization are carried as Intangible assets under
replacing parts, are charged to the statement of profit and development where such assets are not yet ready for
loss for the year during which such expenses are incurred. their intended use.

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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.

d. Depreciation and amortization

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 Useful life as prescribed under Schedule


Assets
useful life (in years) II to the Companies Act 2013 (in years)

Property, Plant and Equipment


Buildings:
Factory buildings 10 to 30 30
Other buildings 10 to 60 60
Roads (RCC and WBM) 15 to 30 5 to 10
Plant and Machinery:
Factory Plant and Machinery 5 to 25 15 to 20
Electrical installation and Lab equipment 10 10
Bulk Deliver System (BDS) 12 8
Furniture and Fixtures 5 to 10 10
Vehicles 4 to 12 8 to 10
Office equipment and Computers 3 to 6 3 to 6

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

model is used. These calculations are corroborated by f. Borrowing costs


valuation multiples, quoted share prices for publicly
traded companies or other available fair value indicators. Borrowing costs that are directly attributable to
acquisition, construction or production of an asset which
The Group bases its impairment calculation on detailed necessarily take a substantial period of time to get ready
budgets and forecast calculations, which are prepared for their intended use are capitalised as part of the cost
separately for each of the Group’s CGUs to which the of that asset. All other borrowing costs are recognised
individual assets are allocated. These budgets and forecast as an expense in the period in which they are incurred.
calculations generally cover a period of five years. For Borrowing costs consist of interest and other costs that an
longer periods, a long-term growth rate is calculated entity incurs in connection with the borrowing of funds.
and applied to project future cash flows after the fifth Borrowing cost also includes exchange differences to the
year. To estimate cash flow projections beyond periods extent regarded as an adjustment to the borrowing costs.
covered by the most recent budgets/forecasts, the Group
extrapolates cash flow projections in the budget using g. Business combinations and goodwill
a steady or declining growth rate for subsequent years,
Business combinations are accounted for using the
unless an increasing rate can be justified. In any case,
acquisition method. The cost of an acquisition is measured
this growth rate does not exceed the long-term average
as the aggregate of the consideration transferred measured
growth rate for the products, industries, or country or
at acquisition date fair value and the amount of any non-
countries in which the Group operates, or for the market
controlling interests in the acquiree. For each business
in which the asset is used.
combination, the Group elects whether to measure the
Impairment losses of continuing operations, including non-controlling interests in the acquiree at fair value or at
impairment on inventories, are recognised in the the proportionate share of the acquiree’s identifiable net
statement of profit and loss, except for properties assets. Acquisition-related costs are expensed as incurred.
previously revalued with the revaluation surplus taken
The Group determines that it has acquired a business
to other comprehensive income For such properties, the
when the acquired set of activities and assets include an
impairment is recognised in other comprehensive income
input and a substantive process that together significantly
up to the amount of any previous revaluation surplus.
contribute to the ability to create outputs. The acquired
For assets excluding goodwill, an assessment is made process is considered substantive if it is critical to the ability
at each reporting date to determine whether there is an to continue producing outputs, and the inputs acquired
indication that previously recognised impairment losses no include an organised workforce with the necessary
longer exist or have decreased. If such indication exists, the skills, knowledge, or experience to perform that process
Group estimates the asset’s or CGU’s recoverable amount. or it significantly contributes to the ability to continue
A previously recognised impairment loss is reversed only producing outputs and is considered unique or scarce
if there has been a change in the assumptions used to or cannot be replaced without significant cost, effort, or
determine the asset’s recoverable amount since the last delay in the ability to continue producing outputs.
impairment loss was recognised. The reversal is limited so
At the acquisition date, the identifiable assets acquired and
that the carrying amount of the asset does not exceed its
the liabilities assumed are recognised at their acquisition
recoverable amount, nor exceed the carrying amount that
date fair values. For this purpose, the liabilities assumed
would have been determined, net of depreciation, had
include contingent liabilities representing present
no impairment loss been recognised for the asset in prior
obligation and they are measured at their acquisition fair
years. Such reversal is recognised in the statement of profit
values irrespective of the fact that outflow of resources
and loss unless the asset is carried at a revalued amount, in
embodying economic benefits is not probable. However,
which case, the reversal is treated as a revaluation increase.
the following assets and liabilities acquired in a business
Goodwill is tested for impairment annually as at 31 March combination are measured at the basis indicated below:
and when circumstances indicate that the carrying value
• Deferred tax assets or liabilities, and the assets or
may be impaired.
liabilities related to employee benefit arrangements
Impairment is determined for goodwill by assessing the are recognised and measured in accordance with
recoverable amount of each CGU (or group of CGUs) to Ind AS 12 Income Taxes and Ind AS 19 Employee
which the goodwill relates. When the recoverable amount Benefits respectively.
of the CGU is less than its carrying amount, an impairment
• Potential tax effects of temporary differences
loss is recognized. Impairment losses relating to goodwill
and carry forwards of an acquiree that exist at the
cannot be reversed in future periods.
acquisition date or arise as a result of the acquisition
are accounted in accordance with Ind AS 12.

269
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

• 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
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Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

i. Right-of-use assets: (e.g., changes to future payments resulting from a


change in an index or rate used to determine such
The Group recognises right-of-use assets at the lease payments).
commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use iii. Short-term leases and leases of low-value assets
assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted The Group applies the short-term lease recognition
for any remeasurement of lease liabilities. The cost exemption to its short-term leases of vehicles, and
of right-of-use assets includes the amount of lease office buildings (i.e., those leases that have a lease term
liabilities recognised, initial direct costs incurred, and of 12 months or less from the commencement date
lease payments made at or before the commencement and do not contain a purchase option). It also applies
date less any lease incentives received. Right-of-use the lease of low-value assets recognition exemption
assets are depreciated on a straight-line basis over to leases of office equipment that are considered to be
the shorter of the lease term and the estimated useful low value. Lease payments on short-term leases and
lives of the assets, as follows: leases of low-value assets are recognised as expense
on a straight-line basis over the lease term.
• Office Building Assets 2 to 10 years
i) Financial instruments:
• Leasehold Land 30 to 99 years
• Warehouse 1 to 5 years A financial instrument is any contract that gives rise to
• Vehicle 30 to 99 years a financial asset of one entity and a financial liability or
equity instrument of another entity.
If ownership of the leased asset transfers to the
Group at the end of the lease term or the cost reflects 1. Financial assets
the exercise of a purchase option, depreciation is
calculated using the estimated useful life of the asset. Classification

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

271
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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

C. De-recognition A. Financial liabilities at amortised cost

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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/

273
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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

a. Sale of products: The Group estimates provision for powder


factor on revenue from sale of products
Revenue from sale of products is recognised at the to certain customers which is generally
point in time when control of the goods is transferred the percentage of blast output achieved
to the customer, generally on shipment or delivery. at the time of blasting of the products at
The normal credit term is 30-120 days from shipment the customer‘s site. Powder factor is based
or delivery as the case may be. on the agreement with customer, volume
of output achieved at the site, which is
The Group considers whether there are other
measured at a later date. Accordingly,
promises in the contract that are separate
the provision is made based on the likely
performance obligations to which a portion of the
powder factor to be achieved on current
transaction price needs to be allocated.
sales of products, which is reduced from
In determining the transaction price for the sale of the revenue for the period.
goods or rendering of services, the Group considers
• Other Deductions:
the effects of variable consideration and provisional
pricing, considering contractually defined terms of The Group accounts for deduction
payment and excluding taxes or duties collected on of contract amounts wherein certain
behalf of the government. conditions are not complied with in
accordance with the arrangement with the
1. Variable consideration
customer i.e. mismatch in specification of
If the consideration in a contract includes a products, failure of the product to blast
variable amount, the Group estimates the at the customer's site etc. The aforesaid
amount of consideration to which it will be charges are deducted by the customer,
entitled in exchange for transferring the goods and are deducted from consideration from
to the customer. The variable consideration is sale of product.
estimated at contract inception and constrained
2. Significant financing component
until it is highly probable that a significant revenue
reversal in the amount of cumulative revenue In many cases, the Group receives short-term
recognised will not occur when the associated advances from its customers. Using the practical
uncertainty with the variable consideration is expedient in Ind AS 115, the Group does not
subsequently resolved. The volume rebates give adjust the promised amount of consideration for
rise to variable consideration. the effects of a significant financing component

274
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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

b. Sale of projects: Government grants are recognized where there is


reasonable assurance that the grant will be received, and
Revenue from sale of project is recognised at all attached conditions will be complied with. Government
the point in time when control of the project is grant received in the form of State Government GST/
transferred to the customer, generally on completion Sales Tax subsidy/Reimbursement of Provident Fund has
of installation. Revenue from sale of projects is been considered as revenue grant and the same has been
measured at the fair value of the consideration recognized in the statement of profit and loss under the
received or receivable. The normal credit term is 90 head ‘Other operating revenues’.
days after installation is completed.
l. Foreign currencies transactions and translations
c. Interest Income:
The Group’s consolidated financial statements are
Interest income is recognized on a time proportion presented in INR, which is also the parent Group’s
basis considering the carrying amount and the functional currency. For each entity the Group determines
effective interest rate. Interest income is included the functional currency and items included in the financial
under the head ‘Other income’ in the statement of statements of each entity are measured using that
profit and loss. functional currency. The Group uses the direct method of
consolidation and on disposal of a foreign operation the
d. Dividend:
gain or loss that is reclassified to profit or loss reflects the
Dividend income is recognised when the Group’s right amount that arises from using this method.
to receive the dividend is established by the reporting
i) Functional and presentation currency
date. Dividend income is included under the head
‘Other income’ in the statement of profit and loss. The financial statements are presented in Indian
rupee (INR), which is Group’s functional and
Contract balances
presentation currency.
Contract assets
ii) Transactions and balances
A contract asset is the right to consideration in
Transactions in foreign currencies are recognized
exchange for goods or services transferred to the
at the prevailing exchange rates on the transaction
customer. If the Group performs by transferring goods
dates. Realised gains and losses on settlement of
or services to a customer before the customer pays
foreign currency transactions are recognized in
consideration or before payment is due, a contract
statement of profit and loss except for exchange
asset is recognised for the earned consideration that
differences on foreign currency borrowings relating
is conditional.
to assets under construction for productive use,
Trade receivables which are included in the cost of those assets when
they are regarded as an adjustment to interest costs
A receivable represents the Group’s right to an on those foreign currency borrowings.
amount of consideration that is unconditional. Refer
to accounting policies of financial assets in note no. Monetary assets and liabilities denominated in
2.2 i (1) Financial instruments – initial recognition foreign currencies are translated at the functional
and subsequent measurement. currency spot rates of exchange at the reporting date.

Contract liabilities Exchange differences arising on settlement or


translation of monetary items are recognised in profit
A contract liability is the obligation to transfer or loss with the exception of the following:
goods or services to a customer for which the
Group has received consideration (or an amount • Exchange differences arising on monetary
of consideration is due) from the customer. If a items that forms part of a reporting entity’s

275
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

The net amount of tax recoverable from, or payable to, r. Provisions


the taxation authority is included as part of receivables or
payables in the balance sheet A provision is recognized when the Group has a present
obligation as a result of past event; it is probable that an
Minimum alternate tax (MAT) credit is recognized as outflow of resources embodying economic benefits will
deferred tax asset only when and to the extent there is be required to settle the obligation, in respect of which a
convincing evidence that the Group will pay normal reliable estimate can be made. Provisions are determined
income tax during the specified period. Such asset is based on the best estimate required to settle the obligation
reviewed at each Balance Sheet date and the carrying at the reporting date. If the effect of time value of money
amount is written down to the extent the Group does is material, provisions are discounted using a current
not have convincing evidence that it will pay normal tax pre-tax rate that reflects the risks specific to the liability.
during the specified period. These estimates are reviewed at each balance sheet date
and adjusted to reflect the current best estimates.
Provision for uncertain income tax positions/treatments
are recognised when it is considered probable that there s. Contingent liability
will be a future outflow of funds to a taxing authority. This
requires the application of judgement as to the ultimate A contingent liability is a possible obligation that arises
outcome. Judgements mainly relates to treatment of from past events whose existence will be confirmed
incentives (e.g. sales tax incentive), expenditure deductible by the occurrence or non-occurrence of one or more
/ disallowances for tax purposes. uncertain future events beyond the control of the Group
or a present obligation that is not recognized because
p. Segment reporting it is not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of
(i) Identification of segment the amount cannot be made.
Operating segments are reported in the manner t. Cash and cash equivalents
consistent with the internal reporting provided to the
Chief Operating Decision Maker (CODM) of the Group. Cash and cash equivalents in the balance sheet comprise
cash at banks and on hand and short-term deposits with
(ii) Segment accounting policies an original maturity of three months or less, which are
subject to an insignificant risk of changes in value.
The Board of Directors of the Holding Company
have been identified as the Chief Operating Decision For the purpose of the statement of cash flows, cash and
Maker (CODM) as defined under Ind AS 108. CODM cash equivalents consist of cash and short-term deposits,
reviews overall financial information of the Group as defined above, net of outstanding bank overdrafts
together for performance evaluation and allocation as they are considered an integral part of the Group’s
of resources and does not review any discrete cash management.
information to evaluate performance of any
individual product or geography. u. Fair value measurement

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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

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Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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.

281
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 3A : Property, Plant and Equipment

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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Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 3A:Capital Work in Progress

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)

Note 3 A.1 : Capital Work in Progress (CWIP) ageing schedule

A. CWIP ageing as on March 31, 2023

(a) CWIP ageing schedule

Amount in CWIP for a period of


<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
- Projects in Progress 151.02 38.75 29.85 59.52 279.15
- Projects temporarily suspended - - - 0.25 0.25
Total 151.02 38.75 29.85 59.77 279.40

(b) CWIP overdue completion schedule

To be completed in
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
Bulk Project at Badsoda 0.25 - - - 0.25

B. CWIP ageing as on March 31, 2022

(a) CWIP ageing schedule

Amount in CWIP for a period of


<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
- Projects in Progress 113.08 43.63 31.85 31.40 219.96
- Projects temporarily suspended 0.01 - - 1.16 1.17
Total 113.09 43.63 31.85 32.56 221.13

283
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

(b) CWIP overdue completion schedule

To be completed in
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
Bulk Project at Badsoda 1.17 - - - 1.17

Note 3B: Goodwill

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

Impairment test for goodwill

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

1. Sales growth rate

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.

284
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 3C : Other Intangible Asset and Intangible assets under development

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

Note 3C: Intangible Assets under development

Transfer of Software & Product


Total
Technology (ToT) Licence development Cost
Gross carrying amount
Opening carrying amount as at April 1,2021 3.78 1.87 4.89 10.54
Additions 5.97 1.13 4.11 11.21
Less:- Capitalisation (9.64) (2.87) - (12.51)
Closing Carrying amount as at March 31, 2022 0.11 0.13 9.00 9.24
Year Ended March 31, 2023
Gross carrying amount
Opening Carrying Amount as at April 1, 2022 0.11 0.13 9.00 9.24
Additions 0.54 4.87 5.44 10.85
Less:- Capitalisation (0.64) (2.38) (14.44) (17.46)
Closing Carrying amount as at March 31, 2023 0.01 2.62 - 2.63
1
Gross carrying amount and accumulated amortisation 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.
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 Precisison Kill
Systems by Godavri Explosives Limited for a limited period of 5 years .
** 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.

285
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

3CA. Intangible Asset Under Development( IAUD) ageing Schedule

A. IAUD ageing as on March 31, 2023

(a) IAUD ageing schedule

Amount in IAUD for a period of


<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
- Projects in Progress 2.63 - - - 2.63
- Projects temporarily suspended - - - - -
Total 2.63 - - - 2.63

(b) IAUD overdue completion schedule

To be completed in
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
- - - - -

B. IAUD ageing as on March 31, 2022

(a) IAUD ageing schedule

Amount in IAUD for a period of


<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
- Projects in Progress 4.34 3.38 0.70 0.82 9.24
- Projects temporarily suspended - - - - -
Total 4.34 3.38 0.70 0.82 9.24

(b) IAUD overdue completion schedule


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:

Office Buildings Leasehold land Warehouse Residential premises Vehicle TotaL


Year ended March 31, 2022
As at April 01, 2021 2.67 16.28 4.02 0.02 2.01 25.00
Additions 4.30 1.19 1.31 - 1.92 8.72
Foreign exchange adjustments (0.24) 0.37 (0.79) (0.01) (0.43) (1.09)
Disposals - - - - (1.95) (1.95)
Depreciation* (2.14) (0.96) (1.19) (0.00) (0.91) (5.20)
As at March 31, 2022 4.59 16.88 3.35 0.01 0.64 25.48

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

A. Right-of-use assets (Contd..)

Office Leasehold Residential


Warehouse Vehicle Total
Buildings land premises
Year ended March 31, 2023
As at April 01, 2022 4.59 16.88 3.35 0.01 0.64 25.48
Additions 4.42 0.51 1.40 - 2.13 8.46
Foreign exchange adjustments 0.74 (0.50) 0.83 0.01 1.79 2.87
Disposals (0.33) (0.62) (0.71) - - (1.66)
Depreciation * (2.39) (0.99) (1.92) (0.00) (0.83) (6.14)
As at March 31, 2023 7.03 15.28 2.95 0.02 3.73 29.01
* Amount is less than H 0.01 in case of residential premises

B. Lease Liabilities-Other financial liabilities

Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings) and the
movements during the period:

March 31, 2023 March 31, 2022


As at April 01, 2022 21.89 21.42
Additions 8.42 3.69
Accretion of interest 1.99 1.76
Foreign exchange adjustments (0.17) 2.03
Payments (6.69) (7.01)
As at March 31, 2023 25.45 21.89
Current 6.50 4.38
Non-current 18.95 17.51

The maturity analysis of lease liabilities are disclosed in Note 33.

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:

March 31, 2023 March 31, 2022


Depreciation expense of right-of-use assets 6.14 5.20
Interest expense on lease liabilities 1.99 1.76
Expense relating to short-term leases (included in other expenses) 9.71 11.96
Total amount recognised in profit or loss 17.84 18.92
The Group had total cash outflows for leases of H 18.06 in March 31, 2023 (H 20.53 in March 31, 2022).

Note 3E: Non Current Assets classified as held for sale

March 31, 2023 March 31, 2022


Freehold Land - 2.91
Total - 2.91

During the year, the Group has disposed off the freehold land which was previously held for setting up manufacturing plant.

287
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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

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 & loss
Investment in equity instruments
(fully paid-up) :
Edserv Soft System Ltd.** H 10 3,500 3,500 - -
Shree Ashtavinayak Cine Vision Ltd.** H1 5,000 5,000 - -
(**Under liquidation) -
Investment in Mutual Funds (fully paid-up)
SBI Overnight Fund (Direct Growth) H 10 54,814.26 - 20.00 -
Aggregate amount of unquoted investments 20.00 -
and market value thereof (refer note 33)

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.

288
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 5 : Loans

March 31, 2023 March 31, 2022


Current Non-current Current Non-current
Unsecured, considered good
Loans to
- Related parties (refer note 30C) - 17.14 - 15.80
- Employees - - 0.95 -
- Others 11.76 - 7.28 -
Total loans 11.76 17.14 8.23 15.80

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 6 : Other financial assets

March 31, 2023 March 31, 2022


Current Non-current Current Non-current
Derivative Instruments at fair value through profit or loss
Fair valuation of derivative contracts (refer note 32) - - 0.82 -
- - 0.82 -
Derivative Instruments at fair value through OCI
Interest rate swaps (refer note 32) 9.21 - 5.92 -
9.21 - 5.92 -
Others
State Government Incentive Receivables 15.20 149.97 64.71 124.33
Other receivables 0.98 - 7.99 -
Other deposits 1.42 - - 0.38
Security Deposits and Earnest Money Deposits 9.58 9.44 13.49 5.94
Interest accrued from Others - - 0.03 -
Interest accrued from related party (refer note 30C) - - - 4.03
Interest accrued but not due on fixed deposit 0.29 - 0.18 -
27.47 159.41 86.40 134.68
36.68 159.41 93.14 134.68

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.

289
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 7 : Trade receivables

March 31, 2023 March 31, 2022


Trade receivables 898.20 599.32
Less: Impairment allowance (72.92) (58.22)
825.28 541.10

Break-up of security details

March 31, 2023 March 31, 2022


Secured, considered good 10.56 36.76
Unsecured, considered good 874.00 535.83
Trade Receivables which have significant increase in credit risk - 6.56
Trade Receivables - credit impaired 13.64 20.17
898.20 599.32
Impairment allowance
Unsecured, considered good (59.28) (31.49)
Trade Receivables which have significant increase in credit risk - (6.56)
Trade Receivables - credit impaired (13.64) (20.17)
(72.92) (58.22)
825.28 541.10

Trade receivable Ageing Schedule

Outstanding for following periods from due date of payment


- March 31, 2023
Not Due
6 months 1-2 2-3
<6 months >3 years Total
-1 Year Years Years
(i) Undisputed Trade receivables - considered good 452.28 359.88 39.26 27.57 5.59 - 884.56
(ii) Undisputed Trade Receivables – which have - - - - - - -
significant increase in credit risk
(iii) Undisputed Trade Receivables – credit impaired - 0.26 - - 3.68 2.66 6.61
(iv) Disputed Trade receivables - considered good - - - - - - -
(v) Disputed Trade Receivables – which have significant - - - - - -
increase in credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - 3.76 3.27 7.03
Total 452.28 360.14 39.26 27.57 13.03 5.93 898.20

Outstanding for following periods from due date of payment


- March 31, 2022
Not Due
6 months 1-2 2-3
<6 months >3 years Total
-1 Year Years Years
(i) Undisputed Trade receivables - considered good 366.72 152.68 37.16 5.82 8.93 0.79 572.10
(ii) Undisputed Trade Receivables – which have - - - - - 6.56 6.56
significant increase in credit risk
(iii) Undisputed Trade Receivables – credit impaired* 0.00 - 2.55 4.36 9.57 16.48
(iv) Disputed Trade receivables - considered good - - - 0.27 0.22 - 0.49
(v) Disputed Trade Receivables – which have significant - - - - - -
increase in credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - 3.69 - 3.69
Total 366.72 152.68 37.16 8.64 17.20 16.92 599.32
* Amount is less than H 0.01

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Trade receivable Ageing Schedule (Contd..)


Notes:

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 :

March 31, 2023 March 31, 2022


As at April 01 58.22 69.58
Provision for expected credit losses 21.86 (12.70)
Currency transalation difference (7.16) 1.34
As at March 31 72.92 58.22

Note 8. Cash and Bank balances

March 31, 2023 March 31, 2022


Cash and cash equivalents
Balances with banks
in current accounts 241.68 82.37
Deposit with Bank 2.95 0.91
Funds in transit # - 1.00
Cash in hand 0.41 0.39
245.04 84.67

Bank balances other than cash and cash equivalents

March 31, 2023 March 31, 2022


Balances with Banks with original maturity of more than three months but less than 12 months 4.76 4.65
Balances with Bank held as margin money against bank guarantee & other commitments 10.24 9.38
Earmarked balances with banks* 0.05 0.05
15.05 14.08
Total cash and bank balances 260.09 98.75
*The Holding company can utilise this balance only towards settlement of unclaimed dividend.
#Amount remitted by one bank account of the Holding Company credited in other bank account of the Holding Company subsequently

Note 9A: Deferred tax Assets

The balance comprises temporary differences attributable to:


March 31, 2023 March 31, 2022
Allowance for doubtful debts - trade receivables 0.20 2.01
MAT credit 1.67 0.46
Property, plant and equipments (5.18) (0.34)
Tax Losses 86.62 81.35
Right to use of assets and Lease liabilities (0.72) (0.81)
Employee benefit obligations 1.27 (0.05)
Other * 43.65 12.26
127.51 94.88
* Includes deferred tax on stock reserve

291
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Reconciliation of deferred tax assets:

March 31, 2023 March 31, 2022


Opening balance 94.88 70.29
Tax income/(expense) during the period recognised in statement of profit or loss 43.23 19.87
Effect of foreign exchange gain/(loss) (10.60) 4.72
Closing balance 127.51 94.88

Note 10: Inventories

March 31, 2023 March 31, 2022


Raw materials and packing materials (Includes stock in transit of H 132.93 787.98 461.39
(March 31, 2022 : H 91.48)
Work-in-progress (includes in transit of H Nil (March 31, 2022 : H 2.91) 57.12 45.57
Finished goods (Includes stock in transit of H 6.99 (March 31, 2022 : H 6.19 ) 132.15 60.35
Stock-in-trade (Includes stock in transit of H 18.63 (March 31, 2022 : H 29.10 ) 89.40 121.50
Stores and spares (Includes stock in transit of H 0.38 (March 31, 2022 : H 0.42)) 26.13 23.93
Project inventory-in-progress 5.21 6.13
1097.99 718.87

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.

Note 11: Other assets

March 31, 2023 March 31, 2022


Current Non-current Current Non-current
Capital advances - 138.53 - 43.11
Prepayments 20.40 - 19.89 -
Deposit with insurance company* 0.00 - - -
Advances to suppliers for goods & services 115.93 - 123.42 -
Advances to staff 2.06 - 1.73 -
Balances with revenue authorities 110.71 0.60 55.41 0.20
Other receivables 0.45 - 0.41 -
249.55 139.13 200.86 43.31
* Amount is less than H 0.01

Note 12: Equity share capital

Number of Shares Amount


March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Authorised equity share capital 13,50,00,000 13,50,00,000 27.00 27.00
(face value H 2 each)
13,50,00,000 13,50,00,000 27.00 27.00
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

292
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

(a) Movements in equity share capital

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

(b) Terms/ rights attached to equity shares

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 :-

As at March 31, 2023

Equity shares of J 2 each fully paid

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

293
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

As at March 31, 2022

Equity shares of J 2 each fully paid

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

Note 12A. Other equity

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

294
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 12A. Other equity (Contd..)

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

Cash flow hedge reserve


As at April 01, 2021 0.47
Add : Net movement in Cash Flow Hedges 5.32
As at March 31, 2022 5.79
Add : Net movement in Cash Flow Hedges 3.20
As at March 31, 2023 8.99

Investment in Equity Instrument recognised as fair value through OCI


As at April 01, 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

Foreign currency translation reserve


As at April 01, 2021 (152.23)
Add : Exchange differences on translation of foreign operations (48.61)
As at March 31, 2022 (200.84)
Add : Exchange differences on translation of foreign operations (40.68)
As at March 31, 2023 (241.52)

Total other equity


As at April 01, 2021 1,561.31
Movement for the year 2021-22 334.87
As at March 31, 2022 1,896.18
Movement for the year 2022-23 696.06
As at March 31, 2023 2,592.24

Nature and purpose of reserves

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.

295
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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.

4 Cash flow hedge reserve

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).

5 Foreign currency translation reserve

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.

7 Investment in Equity Instruments recognised as fair value through OCI

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.

12B. Distribution made and proposed

March 31, 2023 March 31, 2022


Cash dividends on equity shares declared:
Final dividend for the year ended on March 31, 2022: H 7.50 per share 67.87 54.29
(March 31, 2021 H 6 per share)
67.87 54.29
Proposed dividends on Equity shares *
Final cash dividend for the year ended on March 31, 2023: H 8.00 per share 72.39 67.87
(March 31, 2022: H 7.50 per share)
72.39 67.87
* Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognised as a liability.

Note 13. Non-current borrowings

March 31, 2023 March 31, 2022


Secured Borrowings carried at amortised cost
Term loans from banks
Term loan 759.10 594.85
Sales tax deferral loan 0.06 0.13
Unsecured Borrowings carried at amortised cost
From Others
Deferred Purchase Consideration 23.13 25.11
Foreign currency loan 7.69 12.86
Non-Convertible Debentures (NCD) 55.11 -
845.09 632.95

296
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 13. Non-current borrowings (Contd..)

March 31, 2023 March 31, 2022


Less:
Current maturities of long-term debt (refer note 14) (360.51) (193.28)
Current manturities of Deferred Purchase Consideration (refer note 13) (4.27) -
Interest accrued but not due on non-current borrowings (refer note 16A) (7.60) (3.81)
472.71 435.86

Note 14: Current borrowings

March 31, 2023 March 31, 2022


Secured at amortised cost
From banks
Foreign currency working capital loan - 34.97
Working capital loan 269.45 201.84
Current maturities of long-term debt (refer note 13) 340.51 193.44
Interest accrued but not due 0.04 -
Unsecured
From banks
Working capital loan 63.26 -
From others
Current maturities of long term debt (NCD) (refer note 13) 20.00 -
Current manturities of Deferred Purchase Consideration (refer note 13) 4.27 -
Interest accrued but not due 1.27 -
Foreign currency loan 0.30 0.26
699.10 430.51
Less:
Interest accrued but not due on current borrowings (refer note 16A) (2.58) (0.26)
696.52 430.25

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.

297
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Maturity profile of Non current Borrowing


March March
Maturity date Terms of repayment
31, 2023 31, 2022
Secured
Rupee Term Loan from Bank September 13, 2024 Repayable in twelve quarterly instalment starting 25.00 41.67
(Note i) after moratorium period of 24 months
Rupee Term Loan from Bank September 26, 2026 Repayable in sixteen quarterly instalment starting 175.00 80.00
(Note iii) after moratorium period of 12 months
Rupee Term Loan from Bank August 31, 2025 Repayable in twenty quarterly instalment 23.56 32.98
(Note ii)
Indian rupee term loan December 17, 2024 Repayable in twelve equal quarterly instalment, 29.17 45.83
starting after morartorium period of 24 months
Indian rupee term loan ( Note ii) December 21, 2023 Repayable in eight equal quarterly instalment after 1 15.00 35.01
year moratorium
Indian rupee term loan (Note iv) May 31, 2026 Repayable in 48 equal monthly instalment after 1 year 19.79 25.00
moratorium
Indian rupee term loan (Note v) September 6, 2026 Repayable in twelve equal quarterly instalment after 1 100.00 -
year moratorium
Local currency loan March 3 , 2025 12 Quarterly Payments commencing from the start of 13.94 38.98
(South African Rand) (Note vi) 9th quarter from the first disbursement
Local currency loan (USD) June 9, 2024 3 Annual instalments (tranche wise) commencing 47.75 81.59
(Note vii) from October 2021
Local currency loan (USD) March 15 , 2026 10 six monthly instalments commencing from 172.56 212.45
(Note viii) September 15, 2021
USD equivalent Local currency December 31, 2027 Quarterly repayment after 1 year of loan 39.56 -
loan (AUD)(Note ix) disbursement
Local currency loan (USD) September 05, 2028 20 quarterly instalments commencing from 92.44 -
(Note x) September 5, 2023
Unsecured
Non Convertible Debentures December 23, 2025 Repayable in twelve quarterly instalments (subject to 55.00 -
(Note xi) put call option exercisable after 2 years of allotment
by debenture holders and Company respectively)
Sales tax deferral loan April 30, 2024 Repayable as per Sales Tax Deferral Scheme. 0.06 0.13
Others Mutual consent Mutual consent 7.69 12.86
Deferred purchase consideration November 01, 2027 10 quarterly payments commencing from April 2018 22.91 25.12
for 10 years
839.43 631.62
Interest accrued but not due 5.66 1.33
845.09 632.95

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.

298
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 15 : Trade payables

March 31, 2023 March 31, 2022


Current
Trade payables * 341.04 265.31
Acceptances # 147.34 199.55
Trade payables to related parties (refer note 30C) 0.10 0.08
Total Trade payables 488.48 464.94

Break up of trade payables

March 31, 2023 March 31, 2022


Trade Payables other than related parties (including acceptances) 488.38 464.86
Trade payables to related parties (refer note 30C) 0.10 0.08
488.48 464.94

Outstanding for following periods from due date of payment for


Unbilled Not due 31st March 2023
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
Undisputed dues 0.58 385.94 101.77 0.18 0.02 - 488.48

Outstanding for following periods from due date of payment for


Unbilled Not due 31st March 2022
<1 Year 1 - 2 Years 2 - 3 Years > 3 Years Total
Undisputed dues 1.40 381.44 80.46 1.64 - - 464.94

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.

Note 16A : Other current financial liabilities

March 31, 2023 March 31, 2022


Derivative Instruments at fair value through profit or loss
Fair valuation of derivative contracts (refer note 32) 0.18 -
0.18 -
Other financial liabilities at amortised cost
Interest accrued on non-current borrowings (refer note 13) 7.60 3.81
Interest accrued on current borrowings (refer note 14 ) 2.58 0.26
10.18 4.07

299
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 16A : Other current financial liabilities (Contd..)

March 31, 2023 March 31, 2022


Others
Capital creditors 9.72 9.96
Employees related payable (including labour related) 44.08 32.94
Liabilities towards trade discounts 4.39 5.59
Unclaimed dividend 0.05 0.05
58.24 48.54
68.60 52.61

Note 17: Other current liabilities

March 31, 2023 March 31, 2022


Statutory dues payables 63.85 39.17
Liabilities for employee benefit 0.01 -
Contract liabilities 229.60 87.74
Other current liabilities 1.75 1.94
Other advances - 3.48
295.21 132.33

Note 18 : Provisions

March 31, 2023 March 31, 2022


Current Non-current Current Non-current
Provision for employee benefits
Provision for gratuity 2.73 2.64 2.57 1.00
Provision for leave encashment 11.43 - 8.89 -
14.16 2.64 11.46 1.00

Note 19 : Tax Expenses

The major components of tax expense for the years ended March 31, 2023 and March 31, 2022 are :

Consolidated Statement of profit and loss:

Profit and loss section

March 31, 2023 March 31, 2022


Current income tax:
Current income tax charge 312.83 163.30
Adjustment of tax relating to earlier periods 1.20 0.35
Deferred tax:
Relating to origination and reversal of temporary differences (23.62) (11.70)
Tax expense reported in the statement of profit and loss 290.41 151.95

300
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

OCI section

Deferred tax related to items recognised in OCI during the year:

March 31, 2023 March 31, 2022


Net gain/(loss) on cash flow hedges 0.10 0.19
Net (loss)/gain on remeasurements of defined benefit plans (0.11) (0.05)
Remeasurement gain/ (loss) on Investment in equity instruments 7.55 -
Exchange difference on translation of foreign operations (12.28) (1.09)
Income tax charged to OCI (4.74) (0.95)

Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2023 and March 31, 2022:

March 31, 2023 March 31, 2022


Accounting profit before tax 1,101.85 607.42
Computed expected tax expense @ standard tax rate in India 276.50 153.35
Effect of:
Corporate social responsibility expenditure and donation 5.21 4.96
Tax incentives - 2.40
Income tax for earlier years 1.20 0.35
Tax loss on which deferred tax not recognised 5.20 (2.12)
Effect of permanent differences between book base and tax base 0.48 (3.93)
Relating to Change in tax rate - (9.41)
Others 1.82 6.37
Total income tax expense 290.41 151.95

The balance comprises temporary differences attributable to:

Deferred tax relates to the following :

Balance sheet

March 31, 2023 March 31, 2022


Deferred tax liabilities
Property, plant and equipment : Impact of difference between tax depreciation and 164.04 150.81
depreciation/amortisation charged for the financial reporting
Cash Flow Hedges 0.28 0.03
Leases 0.16 0.20
Derivative Instruments at fair value through profit or loss (0.05) 0.21
164.43 151.25
Deferred tax Assets
Unclaimed tax credit - -
Financial assets at fair value through profit or loss 0.23 (0.13)
Provision towards trade receivables (2.00) (4.39)
Provision for advances w/off (1.08) (0.04)
Provision for write down to net realizable value of inventory - (1.01)
Provision for discounting of Non current Asset (6.03) (4.98)
Provision on Custom Duty and Statutory Dues (1.53) (2.37)
Employee Benefits (1.15) (1.36)
Financial assets at fair value through OCI 7.55 -
Other (1.49) 0.17
(5.50) (14.11)
Net deferred tax (assets)/liabilities 158.93 137.14

301
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Reconciliation of deferred tax liability:

March 31, 2023 March 31, 2022


Opening balance 137.14 116.42
Tax (income)/expense during the period recognised in statement of profit or loss 19.61 13.16
Effect of foreign exchange gain/(loss) 6.92 (1.30)
Tax (income)/expense during the period recognised in statement of other (4.74) (0.95)
comprehensive income
Utilisation of unused tax credit - 9.81
Closing balance 158.93 137.14

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.

Note 20 : Revenue from operations

March 31, 2023 March 31, 2022


Sale of products (Refer note 36) 6,804.35 3,828.51
Other operating revenue* 118.18 119.10
6,922.53 3,947.61

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)

Note 21 : Other income

March 31, 2023 March 31, 2022


Interest income
On financial assets carried at amortised cost
from others 15.17 12.15
On deposits with bank 1.14 0.61
Income tax refund 2.15 -
Profit on sale of investments carried at fair value through profit or loss 1.73 0.41
Net gain on disposal of assets held for sale 0.57 -
Net gain on disposal of property, plant and equipment 2.61 -
Excess provsion of impairment on financial assets written back 0.49 -
Net gain on sale of financial assets carried at fair value through profit and loss 0.40 -
Miscellaneous income 7.26 6.49
31.52 19.66

Note 22A : Cost of materials consumed

March 31, 2023 March 31, 2022


Raw materials and packing material at the beginning of the year 461.39 240.72
Add: Purchases during the year 4,146.13 2,521.80
Less: Raw material and packing material at the end of the year (787.98) (461.39)
3,819.54 2,301.13

302
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 22B : Changes in inventories of finished goods, work-in-progress and stock-in-trade

March 31, 2023 March 31, 2022


Opening balance
Work-in progress 45.57 31.47
Finished goods 60.35 62.25
Stock in trade 121.50 88.85
Effect of foreign exchange (1.22) 3.58
226.20 186.15
Closing balance
Work-in progress 57.12 45.57
Finished goods 132.15 60.35
Stock in trade 89.40 121.50
Effect of foreign exchange (15.08) (1.22)
263.59 226.20
(37.39) (40.05)

Note 23 : Employee benefit expense

March 31, 2023 March 31, 2022


Salaries and wages (including bonus) 215.35 172.18
Remuneration to directors 22.12 22.16
Contribution to provident and other funds 14.60 13.01
Staff welfare expenses 7.94 7.17
Total - A 260.01 214.52
Labour charges (including bonus) 92.71 75.11
Total - B 92.71 75.11
Total expense (A+B) 352.72 289.63

Note 24 : Other expenses

March 31, 2023 March 31, 2022


Consumption of stores and spares 24.76 17.20
Repairs and maintenance :
Plant and machinery 18.16 11.56
Buildings 9.55 6.21
Others 14.23 12.15
Water and electricity charges 61.64 42.59
Rates and taxes 7.43 7.49
Legal and professional fees 27.17 32.26
Travelling and conveyance 19.39 14.98
Sales commission expenses 42.44 28.52
Freight and forwarding charges 233.68 160.21
Transportation charges 44.19 39.26
Pump truck expenses 21.15 16.31
Security service charges 12.52 11.03
Sales promotion expenses 81.13 31.97
Testing Charges 0.96 4.02
Donations 13.50 13.52
Insurance 17.64 14.60
Advertisement expenses 10.26 4.52

303
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 24 : Other expenses (Contd..)

March 31, 2023 March 31, 2022


Impairment of Inventory 10.07 0.22
Directors' sitting fees 0.61 0.41
Exchange differences (net) 79.96 46.19
Impairment loss on property plant & equipment 3.73 3.64
Bad debts written-off 17.67 1.19
Net loss on financial assets mandatorily measured at fair value through profit or loss - 0.24
Advance/ Investment written off 9.68 -
Sale tax mega project (PF Incentives) written off 4.12 -
Impairment loss/(gain) on financial assets 21.86 (12.70)
Corporate social responsibility expenditure 8.70 7.37
Loss relating to Company’s subsidiaries operating in hyperinflationary economy 47.80 -
(refer note 38)
Payment to Auditors 2.51 2.84
Net loss on disposal of property, plant and equipment - 0.86
Miscellaneous expenses (mainly includes bank charges, information technology, insurance, 72.01 64.73
factory, communication, office expenses etc.)
938.52 583.39

Notes 25 : Finance costs

March 31, 2023 March 31, 2022


Interest on borrowings*
To banks# 83.39 43.88
Other Interest 5.00 4.61
Interest on lease liabilities 1.99 1.76
90.38 50.25
*Net of borrowing cost capitalised (refer note 3A)
# Includes relating hedge cost

Note 26 : Depreciation and amortization expense

March 31, 2023 March 31, 2022


Depreciation of property, plant & equipments (refer note 3A) 111.82 96.07
Depreciation - Right-of-use Asset (refer note 3D ) 6.14 5.20
Amortization of intangible assets (refer note 3C) 10.30 8.04
Less : Transfer to intangible asset under development (0.05) (0.06)
128.21 109.25

Note 27 : Earnings per share (EPS)

March 31, 2023 March 31, 2022


Basic and diluted EPS
Profit attributable to the equity holders of the company for basic and diluted EPS 757.19 441.28
Weighted average number of equity shares for basic and diluted EPS 9,04,90,055 9,04,90,055
Basic and Diluted EPS attributable to the equity holders of the company (H) 83.68 48.77
Nominal value of shares (H) 2.00 2.00

304
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 28: Employee Benefit obligations

Post-employment obligations

Gratuity and other post-employment benefit plan

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:

Expense recognized in statement of Profit and Loss

March 31, 2023 March 31, 2022


Net Service cost 2.39 2.20
Net interest cost (0.16) (0.03)
2.23 2.17

Other Comprehensive Income

March 31, 2023 March 31, 2022


Actuarial gain / (loss) on liabilities (0.08) (0.23)
Actuarial gain / (loss) on assets (0.36) 0.03
Closing balance recognized in OCI (0.44) (0.20)

The amount recognized in Balance Sheet

March 31, 2023 March 31, 2022


Present value of funded obligations 26.13 23.11
Fair value of plan assets 22.68 22.28
Net defined benefit liability / (assets) recognized in balance sheet 3.45 0.83

Change in Present Value of Obligations

March 31, 2023 March 31, 2022


Opening of defined benefit obligations 23.11 20.22
Service cost 2.39 2.20
Interest Cost 1.37 1.09
Benefit Paid (0.82) (0.65)
Actuarial (Gain)/Loss on total liabilities 0.08 0.25
Closing of defined benefit obligation 26.13 23.11

305
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Change in Fair Value of Plan Assets

March 31, 2023 March 31, 2022


Opening fair value of plan assets 22.28 17.65
Actual Return on Plan Assets 1.16 1.17
Employer Contribution 0.06 4.11
Benefit Paid (0.82) (0.65)
Closing fair value of plan assets 22.68 22.28

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows :

March 31, 2023 March 31, 2022


Investments with insurer (LIC) 79% 78%
Investments with insurer (ICICI) 21% 22%

The significant actuarial assumptions were as follows :

March 31, 2023 March 31, 2022


Discount Rate 7.35% to 7.40% p.a 6.81% to 6.92% p.a.
Rate of increase in Compensation levels 5.50% to 8.00% p.a 5.50% to 10.70% p.a
Rate of Return on Plan Assets 6.81% to 6.92% p.a 6.25% to 6.53% p.a.

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.

306
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 29 : Commitments and contingencies

Capital Commitments

March 31, 2023 March 31, 2022


Estimated amount of contracts remaining to be executed on capital account (net of advances) 210.82 44.66

Contingent liabilities

March 31, 2023 March 31, 2022


Claims against the Group not acknowledged as debts (refer note a )
Excise related matters 6.24 6.95
Sales tax / VAT related matters 1.18 1.18
Advance License Import and Export obligation 0.50 0.29
Income Tax related matters 0.11 0.11

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:

March 31, 2023 March 31, 2022


Lease payments recognised during the year 8.10 6.96
Within one year 6.84 4.61
Later than one year but not later than five years 19.42 17.83
More than five years 0.01 0.05

Note 30: Related Party Disclosures

A Names of related parties and related party relationship :

I Associates

Zmotion Automonus Private Limited

II Entities with Joint control or significant influence over the entity

ASTRA Resources Pty Limited

III Key Management Personnel (KMP) (Holding Company)

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)

Shri Manish Nuwal (Managing Director and CEO)

307
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 30: Related Party Disclosures (Contd..)


Shri Suresh Menon (Executive Director)

Shri Milind Deshmukh (Executive Director)

Shri Moneesh Agrawal ( Joint Chief Financial Officer)

Mrs. Shalinee Mandhana (Joint Chief Financial Officer)

Smt Khushboo Pasari (Company Secretary and Compliance Officer)

III A Relatives of Key Management Personnel (KMP)

Shri Kailashchandra Nuwal

Smt Leeladevi Nuwal

Shri Raghav Nuwal

Smt Seemadevi Nuwal

IV Non Executive Independent Directors**

Shri Amrendra Verma

Smt. Sujitha Karnad

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)

Solar Synthetics Private Limited

VI Other related parties

Post employment benefit plans

Solar Industries India Limited employee group gratuity assurance scheme

Economic Explosives Limited employee group gratuity assurance scheme

Refer to Note 28 for information on transactions with post employment benefit plans mentioned above

308
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

B. Transactions with related parties during the year

March 31, 2023 March 31, 2022


Rent paid
Solar Synthetics Private Limited 0.04 0.03
Total 0.04 0.03
Other Expenditure
Shri Raghav Nuwal - 0.03
Total - 0.03
Interest Income
ASTRA Resources Pty Limited - 1.17
Total - 1.17
Remuneration to KMP #
Shri Satyanarayan Nuwal 10.65 13.20
Shri Kailashchandra Nuwal ((refer note 30D) - -
Shri Manish Nuwal 11.70 6.50
Shri Suresh Menon 1.58 1.09
Shri Anil Kumar Jain ( Retired from the position of Director on Aug 21, 2021 ) - 0.25
Shri Milind Deshmukh 1.55 0.55
Shri Moneesh Agrawal 0.43 0.30
Mrs. Shalinee Mandhana 0.34 0.22
Mrs. Khushboo Pasari 0.23 0.18
Shri Nilesh Panpaliya(Resigned from the position of Chief Finance Officer and Key - 0.04
Managerial Personnel(KMP) of the company w.e.f May 14,2021)
Total 26.48 22.33

Nature of Transaction March 31, 2023 March 31, 2022


Sitting fees
Shri Dilip Patel ( Resigned as Non-Executive Independent Director on October 19, 2022 ) 0.12 0.09
Shri Ajai Nigam( Resigned as Non-Executive Independent Director on March 03, 2023 ) 0.10 0.08
Shri Amrendra Verma 0.16 0.12
Natrajan Ramkrishna 0.04 -
(Appointed as an Non-Executive Independent Director w.e.f. October 19, 2022)
Jagdish C Belwal 0.01 -
(Appointed as an Non-Executive Independent Director w.e.f. December 5, 2022)
Shri Sunil Shrivastav ( Resigned as Non-Executive Independent Director on Jan 13, 2022 ) - 0.04
Smt Sujitha Karnad 0.10 0.06
Shri Sanjay Sinha 0.02 -
(resolution of his appointment, could not passed in 27th Annual General Meeting)
Total 0.55 0.39

Terms and conditions of transactions with related parties

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.

309
Solar Industries India Limited / Annual Report 2022-23

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

C. Balance outstanding at the year end were as follows:

March 31, 2023 March 31, 2022


Loans Given
ASTRA Resources Pty Limited 17.14 15.80
Total 17.14 15.80
Other financial assets (Accrued interest)
ASTRA Resources Pty Limited - 4.03
- 4.03
Other payables
Solar Synthetics Private Limited 0.10 0.08
Shri Satyanarayan Nuwal 4.47 5.40
Shri Manish Nuwal 4.58 2.10
Shri Kailashchandra Nuwal (Refer Note number 30D) 0.13 0.13
Shri Rahul Nuwal - -
Total 9.28 7.71

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.

Note 31: Segment Information

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:

Revenue from external customers

Location March 31, 2023 March 31, 2022


India 3,875.79 2,387.42
Outside India 2,928.56 1,441.09
Total 6,804.35 3,828.51

310
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Revenue from external customers (Contd..)


The following is an analysis of the carrying amount of non-current assets, which do not include deferred tax assets, income tax assets and
financial assets, analysed by the geographical area in which the assets are located:

Location March 31, 2023 March 31, 2022


India 1,643.81 1,348.18
Outside India 479.18 418.22
Total 2,122.99 1,766.40

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 )

Note 32: Fair Value Measurements

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 32: Fair Value Measurements


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:

Quoted prices Significant Significant


Carrying in active observable unobservable
Notes
Value markets inputs inputs
(Level 1) (Level 2) (Level 3)
Financial assets
Amortised cost
Loans 28.90 5 - - -
Other financial assets (except derivatives) 186.88 6 - - -
Trade receivables 825.28 7 - - -
Cash and cash equivalents 245.04 8 - - -
Bank balances other than cash and cash equivalents 15.05 8 - - -
Fair value through profit and loss
Investment in equity instruments of others (unquoted) 0.44 4 - - 0.44
Investment in Venture Capital Fund (unquoted) 0.61 4 - 0.61 -
Investment in mutual funds 0.06 4 0.06 - -
SBI Overnight Fund ( Growth) 20.00 4 - 20.00 -
Fair Value through profit and loss
Derivative Instruments 9.21 6 - 9.21 -
Fair value through other comprehensive income
Investment in equity instruments of others (unquoted) 49.92 4 - - 49.92
(includes compulsory convertible preference shares)
Total Financial assets 1,381.39 0.06 29.82 50.36

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:

Quoted prices Significant Significant


Carrying in active observable unobservable
Notes
Value markets inputs inputs
(Level 1) (Level 2) (Level 3)
Financial Liabilities
Amortised cost
Borrowings
Non-current 472.71 13 - - -
Current 696.52 14 - - -
Trade Payables(including Acceptance) 488.48 15 - - -
Lease Liabilities 25.45 16B - - -
Other financial liabilities (except derivatives) 68.42 16A - - -
Derivative Instrument not designated as hedge 0.18 16A - 0.18 -
Total Financial liabilities 1,751.76 - 0.18 -

There have been no transfers among Level 1, Level 2 and Level 3 during the current year.

312
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 32: Fair Value Measurements (Contd..)


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:

Quoted prices Significant Significant


Carrying in active observable unobservable
Notes
Value markets inputs inputs
(Level 1) (Level 2) (Level 3)
Financial assets
Amortised cost
Loans 24.03 5 - - -
Other financial assets (except derivatives) 221.08 6 - - -
Trade receivables 541.10 7 - - -
Cash and cash equivalents 84.67 8 - - -
Bank balances other than cash and cash equivalents 14.08 8 - - -
Fair value through profit and loss
Investment in equity instruments of others (unquoted) 0.12 4 - 0.12
Investment in Venture Capital Fund (unquoted) 0.53 4 - 0.53 -
Investment in mutual funds (quoted) 0.07 4 0.07 - -
Fair value through profit and loss
Derivative Instruments 0.82 6 - 0.82 -
Fair value through other comprehensive income
Derivative Instruments 5.92 6 - 5.92 -
Investment in equity instruments of others(unquoted) 17.50 4 - - 17.50
(includes compulsory convertible preference shares)
Total Financial assets 909.92 0.07 7.27 17.62
Financial Liabilities
Amortised cost
Borrowings
Non-current 435.86 13 - - -
Current 430.25 14 - - -
Trade Payables(including Acceptance) 464.94 15 - - -
Lease Liabilities 21.89 16B - - -
Other financial liabilities (except derivatives) 52.61 16 - - -
Total Financial liabilities 1,405.55 - - -

There have been no transfers among Level 1, Level 2 and Level 3 during the previous year.

Note 33: Financial risk management objectives and policies

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 33: Financial risk management objectives and policies (Contd..)

Exposure arising from Management


Risk Measurement

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

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.

0.5% changes in interest rate will increase/decrease interest income by H 0.09 .

Foreign Currency Risk

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Unhedged foreign currency exposures

a) Derivative outstanding as at the reporting date

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:

March 31, 2023 March 31, 2022


USD SEK * EURO GBP USD SEK EURO GBP
Trade Receivable 247.39 - - - 313.05 - - -
Loans and other receivable 5.37 - - - 20.31 - - -
Cash and Cash equivalents 30.85 - - - 17.79 - - -
Borrowings 332.68 - - - 122.33 - - -
Capital Creditors - - - 0.66 - 0.02 - -
Other Financial Liabilities 0.36 - - - - - - -
Trade Payables 256.27 0.00 - - 245.80 0.11 - -
(including Acceptance)
*Amount is less than 0.01 in March 31,2023

1% increase or decrease in foreign exchange rates will have the following impact on profit before tax:

March 31, 2023 March 31, 2022


USD (3.05) (0.17)
GBP (0.01) -
SEK* (0.00) (0.00)
* Amount is less than SEK 0.01 for March 31 2022 and March 31 2023

Equity price risk

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:

March 31, 2023 March 31, 2022


Investment in mutual funds 20.06 0.07

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.

* 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 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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Credit risk (Contd..)


deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Group only deals with
parties which has good credit rating/ worthiness given by external rating agencies or based on Group’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 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.

Trade and other receivables:

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:

March 31, 2023 March 31, 2022


Opening balance 58.22 69.58
Provided/(reversal) during the year 21.86 (12.70)
Currency translation difference (7.16) 1.34
Closing balance 72.92 58.22

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

On demand Less than 3 to 12 1 to 5


> 5 years Total
3 months months years
As at March 31, 2023
Borrowings
From Banks 54.69 135.79 395.37 502.42 - 1,088.27
From Others - 5.00 15.24 42.02 - 62.26
Deferred Purchase Consideration (Gross) - - - 18.64 - 18.64
Sales Tax Deferral Loan - 0.05 - 0.01 - 0.06
Trade Payables (including Acceptance) - 345.16 143.32 - - 488.48

316
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Maturity profile of financial liabilities (Contd..)

On demand Less than 3 to 12 1 to 5


> 5 years Total
3 months months years
Other financial liabilities 1.90 41.74 24.62 0.16 68.42
(excluding derivatives and lease liabilities)
Derivative Instruments - - 0.18 - - 0.18
Lease Liability(Gross) - 0.53 6.31 19.42 0.01 26.27
As at March 31, 2022
Borrowings
From Banks 20.71 20.21 276.42 511.78 - 829.12
From Others - 3.38 4.03 0.98 3.59 11.98
Deferred Purchase Consideration (Gross) - 1.04 2.44 21.41 - 24.89
Sales Tax Deferral Loan - 0.07 - 0.06 - 0.13
Trade Payables(including Acceptance) - 299.85 163.19 1.90 - 464.94
Other financial liabilities 0.17 35.54 16.90 - - 52.61
(excluding derivatives and lease liabilities)
Lease Liability(Gross) - 0.40 4.21 17.83 0.05 22.49
Note 34: Capital Management

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%

Calculation of net debt is as follows:

March 31, 2023 March 31, 2022


Borrowings
Non-Current 472.71 435.86
Current 331.74 236.97
Current maturities of long-term debt 364.78 193.28
1,169.23 866.11
Cash and cash equivalents and Bank balance (excluding earmarked balances with banks 249.80 89.32
and margin money)
Current Investments 20.00 -
269.80 89.32
Net Debt 899.43 776.79

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 36. Revenue from operations:

a. Principal revenue generation activity

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.

b. Disaggregated Revenue information

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:

March 31, 2023 March 31, 2022


India 3,875.79 2,387.42
Outside India 2,928.56 1,441.09
Total 6,804.35 3,828.51

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.

March 31, 2023 March 31, 2022


Trade Receivables 825.28 541.10
Contract Liabilities 229.60 87.74

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.

e. Transaction price allocated to the remaining performance obligations

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.

Note 37 : Research & Development Expenditure

March 31, 2023 March 31, 2022


Revenue Expenditure 1.74 6.70
Total 1.74 6.70

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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 38 : Effects of Hyperinflation

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.

Summary of cumulative inflation year ending is:

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).

Note 39: Subsequent Event

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.

Note 40 : Other Statutory Information:

(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

Notes to Consolidated Financial Statements


for the year ended March 31, 2023 (All amounts in H Crores, unless otherwise stated)

Note 40 : Other Statutory Information: (Contd..)


(vi) The Group has 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 Group 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 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

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

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

Part "A": Subsidiaries


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)

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

Part "A": Subsidiaries (Contd..)


Corporate Overview

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:

A. Names of subsidiaries which are yet to commence operations

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

Part "B" Associates

Statement pursuant to Section 129 (3) of the Companies Act,2013 related to Associate Companies and joint ventures

Date on which Description


Latest Amount of Networth attributable Reason why
the Associate Considered in Not of how
Sr. audited No. of Investment Extent of of Shareholding as per the Associate
Name of Associates or Joint Venture Consolidated Considered in there is
No. Balance Shares in Associates Holding % latest audited Balance is not
was associated (in Crores) Consolidation significant
Sheet Date (in Crores) Sheet(in Crores) consolidated
or acquired influence
1 Zmotion Autonomous 31.03.2022 April 6, 2022 875880 27.75 45.99% 13.98 (0.27) Note-A - -
Systems Private Limited

Notes:
Solar Industries India Limited / Annual Report 2022-23

A. There is no significant influence due to % of Share Capital.

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

For and on behalf of the Board


Solar Industries India Limited

Manish Nuwal Milind Deshmukh


Managing Director & Executive Director
Chief Executive Officer DIN: 09256690
DIN: 00164388

Moneesh Agrawal Shalinee Mandhana


(Joint CFO) (Joint CFO)

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

Solar Industries India Limited


Registered Office: “Solar” House, 14, Kachimet, Amravati Road, Nagpur – 440023 (MH).
Email id: [email protected], Website: www.solargroup.com
Telephone: 0712- 6634555 Fax: 0712-6634578

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.”

Adoption of Audited Financial Statements


SPECIAL BUSINESS:
To receive, consider and adopt (a) audited standalone financial
statements of the Company for the financial year ended on ITEM NO. 4
March 31, 2023 and the Reports of the Board of Directors and
Re-appointment of Shri Suresh Menon (DIN: 07104090) as a
Auditors thereon; and (b) the audited consolidated financial
Whole-time Director of the Company and revision in terms of
statement of the Company for the financial year ended on March 31,
his remuneration
2023 together with the Report of the Auditors thereon and in this
regard, pass the following resolution as an Ordinary Resolution. To consider and if thought fit, to pass with or without modification,
the following resolution as an Ordinary Resolution:
(a) “RESOLVED THAT the audited standalone financial
statements of the Company for the financial year ended on “RESOLVED THAT pursuant to the provisions of Sections
March 31, 2023 and the Reports of the Board of Directors and 152, 196, 197, 198 and 203 read with Schedule V and other
Auditors thereon laid before this meeting, be and are hereby applicable provisions of the Companies Act, 2013 and the
considered and adopted.” Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including any statutory modification(s)
(b) “RESOLVED THAT the audited consolidated financial statements
or re-enactment(s) thereof, for the time being in force), and
of the Company for the financial year ended on March 31, 2023
Securities and Exchange Board of India (Listing Obligations and
and the Report of the Auditors thereon laid before this meeting,
Disclosure Requirements) Regulations, 2015 (including any statutory
be and are hereby considered and adopted.”
modification(s) and/or re-enactment(s) thereof for the time being in
ITEM NO. 2 force), and Articles of Association of the Company, and pursuant to the
recommendation of the Nomination and Remuneration Committee
Declaration of Dividend and Board of Directors of the Company, the approval of the members
of the Company be and is hereby accorded to re-appoint Shri Suresh
To declare a Final Dividend on equity shares for the financial year Menon (DIN: 07104090), as a Whole Time Director designated as
ended on March 31, 2023 and in this regard, to consider and if an Executive Director of the Company, liable to retire by rotation
thought fit, pass the following resolution as an Ordinary Resolution. for the period of 2 (two) years from the end of his present term of
“RESOLVED THAT a Dividend at the rate of H 8/- (Rupees Eight office, i.e., with effect from May 11, 2023 till May 10, 2025 on the
Only) per equity share of H 2/- (Rupees Two only) each fully paid up terms and conditions of re-appointment including the remuneration,
of the Company, as recommended by the Board of Directors, be and perquisites, allowances, benefits and amenities payable to Shri Suresh
is hereby declared for the financial year ended March 31, 2023 and Menon (DIN: 07104090), as set out in the Explanatory Statement
the same be paid out of the profits of the Company. annexed to the Notice convening this Meeting.

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

at https://web.linkintime.co.in/formsreg/submission- How do I vote electronically using NSDL e-Voting system?


of-form-15g-15h.html. The aforesaid declarations and
documents need to be submitted by the shareholders by The way to vote electronically on NSDL e-Voting system
11:59 p.m. IST on Wednesday, June 07, 2023. consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system


3. The instructions for members for remote e-voting
and joining general meeting are as under:- A) Login method for e-Voting and joining virtual meeting
for Individual shareholders holding securities in demat
a. The remote e-voting period begins on Sunday, June 18, mode.
2023, at 10:00 A.M. and ends on Tuesday, June 20, 2023 at
05:00 P.M. The remote e-voting module shall be disabled In terms of SEBI circular dated December 9, 2020 on
by NSDL for voting thereafter. The Members, whose names e-Voting facility provided by Listed Companies, Individual
appear in the Register of Members / Beneficial Owners as shareholders holding securities in demat mode are allowed
on the record date (cut-off date) i.e. Wednesday, June 14, to vote through their demat account maintained with
2023, may cast their vote electronically. The voting right Depositories and Depository Participants. Shareholders
of shareholders shall be in proportion to their share in the are advised to update their mobile number and email Id in
paid-up equity share capital of the Company as on the their demat accounts in order to access e-Voting facility.
cut-off date, being Wednesday, June 14, 2023.
Login method for Individual shareholders holding securities
b. A Person who is not a Member as on the cut-off date should in demat mode is given below:
treat this Notice of AGM for information purpose only.

Type of shareholders Login Method


Individual Shareholders holding 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com
securities in demat mode with either on a Personal Computer or on a mobile. On the e-Services home page click on the
NSDL. “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will
prompt you to enter your existing User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value added services. Click on “Access
to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will be re-directed to
e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the 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.

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Solar Industries India Limited / Annual Report 2022-23

Type of shareholders Login Method


Individual Shareholders holding 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
securities in demat mode with user id and password. Option will be made available to reach e-Voting page without any
CDSL further authentication. The users to login Easi /Easiest are requested to visit CDSL website
www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your
existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
companies where the evoting is in progress as per the information provided by company.
On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting
service provider for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting. Additionally, there is also links provided to access
the system of all e-Voting Service Providers, so that the user can visit the e-Voting service
providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.com and click on login & New System Myeasi Tab and then click on
registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number
and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system
will authenticate the user by sending OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will be able to see the e-Voting option
where the evoting is in progress and also able to directly access the system of all e-Voting
Service Providers.
Individual Shareholders You can also login using the login credentials of your demat account through your Depository
(holding securities in demat Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to
mode) login through their see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
depository participants site after successful authentication, wherein you can see e-Voting feature. 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.

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.

Login type Helpdesk details


Individual Shareholders holding securities in Members facing any technical issue in login can contact NSDL
demat mode with NSDL helpdesk by sending a request at [email protected] or call at
022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL helpdesk
demat mode with CDSL by sending a request at [email protected] or contact at
toll free no. 1800 22 55 33

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.

How to Log-in to NSDL e-Voting website?

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.

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Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL)


Your User ID is:
or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then
your user ID is IN300***12******.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL. For example if your Beneficiary ID is 12************** then your
user ID is 12**************
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company
For example if folio number is 001*** and EVEN is 101456 then user
ID is 101456001***

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.

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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.

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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

d. self-attested scanned copy of any document (such as


16. The Securities and Exchange Board of India (SEBI) has mandated
the submission of Permanent Account Number (PAN) by every
Aadhar Card, Driving Licence, Election Identity Card,
participant in securities market. Members holding shares in
Passport) in support of the address of the Member as

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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.

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Solar Industries India Limited / Annual Report 2022-23

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013


AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE
BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2015 AND CIRCULARS ISSUED THEREUNDER.

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:

1. Period May 11, 2023 to May 10, 2025


2. Remuneration
Salary H 5,50,000 to H 10,00,000 per month
Perquisites: for this purpose perquisites are classified into three categories A,B and C
Category ‘A’
a) Medical Reimbursement:
Expenses incurred, including Medical Insurance for self and family subject to a ceiling of one month’s basic salary in a year or subject to
a maximum of three month’s basic salary over period in three years.
b) Bonus:
As per policies and rules of the Company.
c) Club:
Fees of clubs subject to a maximum of two clubs, admission and life membership fees not being allowed.
d) Personal Accident Insurance/ Term Life Insurance
Premium not exceeding H 5000/- p.a

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.

It is, therefore, required to obtain fresh approval of members by


Special Resolution under Sections 180(1) (a) and 180(1)(c) of the
Companies Act, 2013, to enable the Board of Directors (which term
By order of the Board of Directors
shall be deemed to include any Committee of the Board) to borrow
For Solar Industries India Limited
money and to mortgage and / or create a charge on any of the
movable and / or immovable properties and / or the whole or any
part of the undertaking(s) of the Company to secure its borrowings
Sd/-
up to a sum not exceeding H 3000 Crores (Rupees Three Thousand
Khushboo A. Pasari
Crores only), which may exceed the aggregate of the paid-up share
Company Secretary &
capital, free reserves and Security Premium of the Company. The
Date: May 03, 2023 Compliance Officer
above limit is apart from temporary loans obtained or to be obtained
Place: Nagpur Membership No.- F7347
from the Company’s bankers in the ordinary course of business.

338
Corporate Overview Statutory Reports Financial Statements 28th Annual General Meeting

Annexure to Item No. 3, 4 and 5


As required under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as required under
Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (SS–2), the particulars of Directors who
are proposed to be appointed/reappointed and/or whose remuneration is proposed to be revised at this 28th Annual General Meeting,
are given below:

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)
Registered Office: “Solar” House 14, Kachimet, Amravati Road, Nagpur-440023 (M.S)
Tel: 0712-6634555/67 | Fax: 0712-6634578/79
E-mail id: [email protected] | Website : www.solargroup.com

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