The Board of Directors are pleased to present the Board`s report together with theAudited Financial Statements of your Company for the Financial Year ended March 31 2021.
1. Financial Highlights
The Company's Financial Performance (Standalone & Consolidated) for the FinancialYear ended March 31 2021 is summarised below.
(Rs In Crores)
|Particulars ||Standalone ||Consolidated |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Net Revenue from operations || || || || |
|(Including Other Income) ||1610.04 ||1546.89 ||2537.05 ||2278.35 |
|Less: Expenditure ||1312.32 ||1248.32 ||2001.03 ||1802.98 |
|Operating profit (PBIDT) ||297.72 ||298.57 ||536.02 ||475.37 |
|Interest ||6.52 ||12.17 ||45.39 ||55.04 |
|Profit before Depreciation & Tax (PBT) ||291.20 ||286.40 ||490.63 ||420.33 |
|Less: Depreciation ||37.98 ||33.96 ||93.53 ||84.53 |
|Profit before Tax & Exceptional item ||253.22 ||252.44 ||397.10 ||335.80 |
|Less: Exceptional item ||- ||- ||- ||- |
|Profit before Tax ||253.22 ||252.44 ||397.10 ||335.80 |
|Less: Provision for Taxation ||64.15 ||39.04 ||109.03 ||57.13 |
|Profit after Tax ||189.07 ||213.40 ||288.07 ||278.67 |
|Other Comprehensive Income ||0.65 ||(0.65) ||(12.51) ||(63.38) |
|Share of profit transfer to minority ||- ||- ||11.18 ||(3.56) |
|Net Profit (after minority interest) ||189.72 ||212.75 ||264.38 ||218.85 |
|Balance brought forward ||423.68 ||362.14 ||684.23 ||573.99 |
|Balance available for appropriation ||613.40 ||574.89 ||948.61 ||792.84 |
|Appropriation: || || || || |
|Interim Dividend ||54.29 ||63.34 ||54.29 ||63.34 |
|Tax on Dividend ||- ||13.02 ||- ||13.02 |
|Other Adjustment/ Other Comprehensive Income/(loss) ||(0.39) ||(0.15) ||1.03 ||0.81 |
|General Reserve ||75.00 ||75.00 ||75.00 ||80.15 |
|Balance Profit Carried To Balance Sheet ||483.72 ||423.68 ||820.35 ||684.23 |
|Earning Per Share (EPS) ||20.89 ||23.58 ||30.54 ||29.55 |
Results of Operation
During the financial year ended on March 31 2021 the Company achieved turnover of RS1584.40 Crores as against turnover of RS 1511.54 Crores achieved during theprevious year which is a increase in turnover by 4.82 %.
The Profit Before Depreciation & Tax (PBT) for the financial year 2020-21 is RS291.20 Crores against RS 286.40 Crores in the year 2019-20.
Earnings Per Share as on March 31 2021 is RS 20.89 vis a vis RS 23.58 as onMarch 31 2020.
The net worth of the Company stands at RS 1156.81 Crores as at the end of financialyear 2021 as compared to RS 1021.38 Crores at the end of financial year 2020.
During the financial year ended on March 31 2021 the Company achieved turnover of RS2515.63 Crores as against turnover of RS 2237.30 Crores achieved during the previous yearwhich is a increase in turnover by 12.44 %.
The Profit Before Depreciation & Tax (PBT) for the financial year 2020-21 is RS490.63 Crores against RS 420.33 Crores in the year 2019-20.
Earnings Per Share as on March 31 2021 is RS 30.54 vis a vis RS 29.55 as onMarch 31 2021.
The net worth of the Company stands at RS 1579.41 Crores as at the end of financialyear 2021 as compared to RS 1380.09 Crores at the end of financial year 2020.
2. TRANSFER TO RESERVES
The Company has transferred RS 75.00 Crores to the general reserve out of the amountavailable for appropriations and an amount of RS 820.35 Crores is proposed to be retainedin the statement of profit and loss.
The Board of Directors at their meeting held on May 27 2021 has recommended paymentof RS 6/- (Rupees Six Only) ) (300%) per equity share of face value of RS 2/- (Rupees TwoOnly) each as a final dividend for the FY ended March 31 2021. The payment of dividend issubject to the approval of the Shareholders at the ensuing Annual General Meeting (AGM) ofthe Company.
The dividend on equity shares including dividend tax for the financial year 2020-21would aggregate to RS 54.29 Crores.
Pursuant to the Finance Act 2020 dividend income is taxable in the hands of theshareholders w.e.f. April 1 2021 and the Company is required to deduct tax at source(TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act1961.
The Dividend Distribution Policy containing the requirements prescribed in Regulation43A of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 can be accessed on the Company's website at the web-link -https://reports.solargroup.com/DDP.pdf
4. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIALYEAR
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statement relate and date of the report.
During the year the Company has not accepted deposits from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
6. CREDIT RATINGS
Solar's financial discipline and prudence are reflected in the strong credit ratingsascribed by rating agencies. The table below depicts the credit rating profile:
|Sr. No. ||Particulars ||Rating |
|1 ||Long Term Borrowings ||CRISIL AA+/Stable |
| || ||(Reaffirmed) |
|2 ||Short Term Borrowings ||CRISIL A1+ (Reaffirmed) |
|3 ||Commercial Paper ||CRISIL A1+ (Reaffirmed) |
| || ||[ICRA ]A1+ |
7. PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS WITH RELATED PARTIES
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements forminga part of this Annual Report.
8. SUBSIDIARIES AND ASSOCIATES
As a purposeful strategy your Company carries all its business operations throughseveral subsidiaries and associate Companies which are formed either directly or asstep-down subsidiaries or in certain cases by acquisition of a majority stake in existingenterprises.
Information on newly incorporated Subsidiaries till the date of this report:
a. During the year under review:
1. Solar Avionics Limited wholly owned subsidiary of the Company was incorporated onNovember 16 2020
b. Keeping pace with the strategy of expanding globally the Company has set up thefollowing step down subsidiaries:
i) In Burkina Faso (through Solar Industries Africa Limited) named Solar MiningServices Burkina Faso SARL which was incorporated on April 6 2021.
ii) In Albania (through Solar Overseas Singapore Pte Limited) named Solar MiningServices Albania which was incorporated on April 22 2021.
9. AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDAIRES
The Board of Directors of your Company at its meeting held on May 27 2021 approved theAudited Consolidated Financial Statements for the FY 2020-21 which includes financialinformation of all its subsidiaries and forms part of this report. The ConsolidatedFinancial Statements of your Company for the FY 2020-21 have been prepared in compliancewith applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 requirement.
A report on the performance and financial position of each of subsidiaries of yourCompany including capital reserves total assets total liabilities details ofinvestment turnover etc. pursuant to Section 129 of the Companies Act 2013 in the FormAOC-1 forms part of this report.
In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatements including the Consolidated Financial Statements and related information of theCompany and audited accounts of each of its subsidiaries are available on our website www.solargroup.comThese documents will also be available for inspection during business hours at ourregistered office of the Company.
10. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2021 was RS 18.10 Crores. There was nochange in the Share Capital during the year under review. During the year under reviewthe Company has neither issued shares with differential voting rights nor granted stockoptions nor sweat equity.
11. CORPORATE GOVERNANCE
In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. A separate section on corporate governance along with a certificatefrom the Statutory Auditors confirming compliance is annexed and forms part of the AnnualReport.
12. RISK MANAGEMENT
The Risk Management committee assists the Board in ensuring that all material risksincluding but not limited to the risks related to business operations cyber securitysafety compliance and control financials have been identified assessed and adequaterisks mitigations are in place.
It takes into consideration the nature scale and complexity of the business. Adetailed note on the risks is included in the Management Discussion and Analysis formingpart of the Annual Report and the details of Risk Management Committee and its frequencyof meetings are included in the Corporate Governance Report.
13. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124 and Section 125 of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit transfer and Refund) Rules 2016 (the Rule') all theunpaid and unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of Seven Years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theShareholder for seven consecutive years or more shall also be transferred to demat accountof the IEPF Authority. Accordingly the Company has transferred the unclaimed and unpaiddividends of RS 58272.00 relating to financial year 2012-2013 (final) and RS 44775.00relating to financial year 2013-2014 (interim) the details of Investor Education andProtection Fund (IEPF) are included in the Corporate Governance Report.
14. BOARD DIVERSITY
Your Company has laid down well-defined criteria for the selection of candidates forappointment as Directors Key Managerial Personnel and Senior Management. There has beenno change in the policy since last financial year.
15. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
16. BOARD MEETINGS
During the year four Board Meetings were convened and held on July 31 2020 September14 2020 November 11 2020 and January 29 2021. The details of which are given in theCorporate Governance Report.
17. BOARD COMMITTEES & ITS MEETINGS
The Board of the Company has total six Committees namely Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee Risk Management Committee and Executive Committee. The detailsof composition and committee meetings during the year are given in the CorporateGovernance Report which is a part of this report.
18. INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding itsassets prevention and detection of frauds error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.
Your Company has an adequate internal controls system commensurate with the size andnature of its business.
19. REPORTING OF FRAUDS
During the year under review neither the Statutory Auditor nor the SecretarialAuditor has reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of the fraud committed by the Company its officers and employees thedetails of which would need to be mentioned in the Board Report.
20. SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of Secretarial Standard onMeetings of Board of Directors (SS-1) Revised Secretarial Standard on GeneralMeetings (SS-2) Secretarial Standard on Dividend (SS-3) Secretarial Standard onReport of the Board of Directors (SS-4) respectively issued by Institute of CompanySecretaries of India.
21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunal impacting the going concern status and the Company's operation in future.
22. VIGIL MECHANISM
The Vigil Mechanism of the Company includes a Whistle Blower Policy to deal withinstance of fraud and mismanagement if any. Further the mechanism adopted by the Companyencourages a whistle blower to report genuine concerns or grievances and provides foradequate safeguards against victimisation of the whistle blower who avails of suchmechanism as well as direct access to the Chairman of the Audit Committee. The functioningof the vigil mechanism is reviewed by the Audit Committee from time to time. None of thewhistle blowers have been denied access to the Audit Committee of the Board.
The details of the Whistle Blower Policy is explained in the Corporate GovernanceReport and also posted on the website of the Company at the link https://reports.solargroup.com/WBP.pdf
23. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of sexual harassment of womenat workplace (Prevention Prohibition and Redressal) Act 2013 and the rules madethereunder. All employees (permanent contractual temporary and trainees) are coveredunder the said policy. During the financial year under review the Company has notreceived complaints of sexual harassment from any of the women employee of the Company.
The Company has complied with the provisions relating to the constitution of InternalCommittee (IC) under the Sexual
Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 toredress complaints received regarding sexual harassment.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Director Retiring by Rotation
In accordance with provisions of the act and in terms of Articles of Association of theCompany Shri Manish Nuwal Managing Director and CEO of the Company retire by rotationand being eligible offers himself for reappointment.
The Boards of Directors recommends his re-appointment at Item No. 3 of the NoticeCalling 26th Annual General Meeting for consideration of the Shareholders.
The brief resume and other details relating to Shri Manish Nuwal who is proposedto be re-appointed as required to be disclosed under Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is incorporated in theannexure to the notice calling 26thAnnual General Meeting.
b. Director's Appointment & Cessation
In accordance with Sections 149150152 161 and any other applicable provisions of theCompanies Act 2013 and in accordance with Articles of Association of the Company Smt.Sujitha Karnad was appointed as an Additional Non-Executive Independent Director of theCompany w.e.f. December 15 2020 and she shall hold the office upto the date of ensuingAnnual General Meeting. The Board recommends appointment of Smt. Sujitha Karnad as aNon-Executive Independent Director of the Company for a period of 2 (Two) years forapproval of the members at the ensuing Annual General Meeting.
Attention of the Members is invited to the relevant item in the Notice of the AnnualGeneral Meeting and the Explanatory Statement thereto.
1. The Board recommends the re-appointment of Shri Satyanarayan Nuwal as Chairman andWhole-time Director (designated as Executive Director) for a period of One (1) year andrevision in terms of his remuneration pursuant to Section 196 197 198 and 203 read withSchedule V of the Companies Act 2013 for approval of the members at the ensuing AnnualGeneral Meeting.
2. The Board recommends re-appointment of Shri Manish Nuwal as Managing Directorfor a period of One (1) year and revision in terms of his remuneration pursuant toSection 196 197 198 and 203 read with Schedule V of the Companies Act 2013 for approvalof the members at the ensuing Annual General Meeting.
3. The Board recommends re-appointment of Shri Anil Kumar Jain as an Executive Directorof the Company for a period of 1 (One) year and revision in terms of his remuneration pursuant to Section 196 197 198 and 203 read with Schedule V of the Companies Act 2013for approval of the members at the ensuing Annual General Meeting.
Smt. Madhu Vij ceased to be the Non-Executive Independent Director (Women Director) ofthe Company w.e.f September 16 2020. The proposed Special Resolution for her re-appointmentwas not approved by the Shareholders in their Meeting dated September 16 2020.
Shri Kailashchandra Nuwal (DIN: 00374378) has vacated the office of Director witheffect from November 7 2019.
Hon'ble NCLT Mumbai Bench had allowed two prayers of the Shri Kailashchandra Nuwal.However Hon'ble NCLAT vide order dated February 25 2021 stayed the operation of the saidorder of Hon'ble NCLT. Hence the name of Shri Kailashchandra Nuwal is not mentionedas a Director.
c. Key Managerial Personnel
The Key Managerial Personnel of the Company as on March 31 2021 are: ShriSatyanarayan Nuwal Chairman and Executive Director Shri Manish Nuwal Managing Director and Chief Executive Officer Shri Anil Kumar Jain ExecutiveDirector Shri Suresh Menon Executive Director Mrs. Khushboo Pasari CompanySecretary & Compliance Officer.
Shri Nilesh Panpaliya has resigned from the position of Chief Financial officer (CFO)and Key Managerial Personnel (KMP) of the Company w.e.f. May 14 2021. Further ShriMoneesh Agrawal and Mrs. Shalinee Mandhana were appointed as Joint Chief FinancialOfficers (CFO) and Key Managerial Personnel (KMP) of the Company on May 27 2021.
25. BOARD EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 andRegulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance individual directors Chief Financial Officer Company Secretary as well asthe evaluation of the working of its Board Committees. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
26. NOMINATION & REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Policy is stated in the CorporateGovernance Report.
Policy on appointment of Directors and Senior Management Policy on Remuneration ofDirectors and Policy on Remuneration of Key Managerial Personnel and Employees areavailable at the link https://reports.solargroup.com/NARP.pdf
27. EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the Annual Return in form MGT-9 for financial year 2020-21 is availableon the website of the Company at www.solargroup.com
28. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors Key Managerial Personnel andEmployees as required under Section 197(12) of the Companies Act 2013 and Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are asunder:
a. The Ratio of the remuneration of each Executive Director to the median remunerationof the Employees of the Company for the financial year 2020-21 the percentage increase inremuneration of Chief Executive Officer Chief Financial Officer and other ExecutiveDirector(s) and Company Secretary during the financial year 2020-21 is as follows:
|Executive Directors ||Designation ||Ratio to median remuneration ||% increase in remuneration in the financial year 2020-21 |
|Shri Satyanarayan Nuwal ||Chairman and Executive Director ||126.45 || |
|Shri Manish Nuwal ||Managing Director & CEO ||126.45 || |
|Shri Anil Kumar Jain ||Executive Director ||23.89 ||Refer Note : 2 |
|Shri Suresh Menon ||Executive Director ||22.48 || |
|Shri Nilesh Panpaliya ||Chief Financial Officer ||- || |
|Smt. Khushboo Pasari ||Company Secretary and Compliance Officer ||- || |
1. The Non-Executive Directors of the Company are entitled to sitting fee as per thestatutory provisions and within the limits approved by the Members. The ratio ofremuneration and percentage increase for Non-Executive Directors Remuneration is thereforenot considered for the purpose above.
2. There was no increase in remuneration of director and KMP in the financial year2020-21.
3. Shri Kailashchandra Nuwal (DIN: 00374378) has vacated the office of Director witheffect from November 7 2019. Hon'ble NCLT Mumbai Bench had allowed two prayers of theShri Kailashchandra Nuwal. However Hon'ble NCLAT vide order dated February 25 2021stayed the operation of the said order of Hon'ble NCLT. He was paid remuneration of RS0.68 Crore till June 2020.
b. The percentage increase in the median remuneration of employees in the financialyear: (17.73%)
c. The number of permanent employees on the rolls of Company: 1629
d. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
In view of COVID-19 pandemic their has been no change in the remuneration paid to theemployees and Key Managerial Personnel during the year 2020-21 in comparison with thefinancial year 2019-20.
e. Affirmation that the remuneration is as per the Remuneration Policy of the Company.
The remuneration paid/payable is as per the Policy on Remuneration of Directors andRemuneration Policy for Key Managerial Personnel and Employees of the Company.
f. The statement containing names of top ten employees in terms of remunerationdrawn and the particulars of employees as required under Section 197(12) of the Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in a separate annexure forming part of this report. Further the reportand the accounts are being sent to the members excluding the aforesaid annexure. In termsof Section 136 of the Act the said annexure is open for inspection at the RegisteredOffice of the Company and has been uploaded on the website of the Company atwww.solargroup.com. Any shareholder interested in obtaining a copy of the same maywrite to the Company Secretary.
29. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year 2020-21were on an arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
All Related Party Transactions were placed before the Audit Committee and also theBoard for approval. Prior omnibus approval of the Audit Committee is obtained on a yearlybasis for the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis.
The Company has formulated a Related Party Transactions policy indicating the StandardOperating Procedures for purpose of identification and monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website athttps://solargroup.com/wp-content/uploads/2019/04/policy-on-related-party-2.pdf. Noneof the Directors has any pecuniary relationships or transactions vis--vis the Company.
The details of the related party transactions as per Indian Accounting Standards (INDAS) - 24 are set out in Note 29 (d) to the Standalone Financial Statements of the Company.Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out in the "Annexure A"to this report.
30. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the building competence and commitment towards itsemployees in all areas of the business. We have taken efforts for building Human Resourcecapabilities in different ways. The Leadership Competency Behavioral framework is beinginstitutionalised. Proper management development tools are being practiced for competencybuilding amongst all the levels and focused succession and talent pool building is inprocess. Coaching and Mentoring is being executed at critical roles and positions. For newtalent structured on-boarding and induction process is being initialised as to assureadhering safety and quality from day one in the organisation. Management developmentprograms are continuously conducted to upgrade skill & knowledge of employees. Companyis Maintaining smooth Industrial relation and statutory compliance at all plants andoffices.
31. MATERIAL SUBSIDIARY
Economic Explosives Limited is a material subsidiary of the Company as per thethresholds laid down under the Listing Regulations. The Board of Directors of the Companyhas approved a Policy for determining material subsidiaries which is in line with theListing Regulations as amended from time to time. The Policy has been uploaded on theCompany's website at https://reports.solargroup.com/PFDMS-1.pdf
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethere under M/s S R B C & Co. LLP Chartered Accountants (Firm Registration No.324982E/ E300003) jointly with M/s Akshay Rathi & Associates Chartered Accountants(Firm Registration No. 139703W) were appointed as Statutory Auditor of the Company in the22nd Annual General Meeting till the conclusion of the 27th AnnualGeneral Meeting of the Company.
M/s S R B C & Co. LLP Chartered Accountants (Firm Registration No. 324982E) and M/sAkshay Rathi & Associates Chartered Accountants (Firm Registration No. 139703W) haveconfirmed their eligibility and qualification required under Section 139 141 and otherapplicable provisions of the Companies Act 2013 and Rules issued thereunder (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force).
The Auditor's Report for the year ended March 31 2021 on the financial statements ofthe Company is a part of this Annual Report. The notes on Financial Statements referred inthe Annual Report are self explanatory and do not call for any further comments. TheAuditors Report does not contain any qualification reservation or adverse remark.
Pursuant to the provisions of Section 148 of the Companies Act 2013 and The Companies(Cost Records and Audit) Amendment Rules 2014 the Cost Audit of the Cost and relatedrecords of the Company for the year 2020-21 was undertaken by Shri Deepak KhanujaPartner of M/s Khanuja Patra & Associates Nagpur the Cost Auditor of the Company.
The Board of Directors of the Company has appointed Shri Deepak Khanuja Partnerof M/s Khanuja Patra & Associates to conduct the Cost Audit as per Section 148 of theCompanies Act 2013 read with The Companies (Cost Records and Audit) Amendment Rules 2014for the financial year 2021-22.
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 functionsand activities of the Company was undertaken by the Internal Auditors of the Company onquarterly basis by M/s Ekbote Deshmukh & Co. and M/s D L & Associates the InternalAuditors of the Company.
There were no adverse remarks or qualification on accounts of the Company from theInternal Auditors.
The Board of Directors of the Company has appointed M/s Ekbote Deshmukh &Co. Chartered Accountants and M/s D L & Associates Chartered Accountants toconduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules 2014prescribed under Section 138 of the Companies Act 2013 for the financial year 2021-22.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial Auditfor the year 2020-21 was undertaken by Shri Anant B. Khamankar Practicing CompanySecretary the a Secretarial Auditor of the Company.
The Report of Auditors of the Company M/s Anant B Khamankar & Co. CompanySecretaries on the Secretarial and related records of the Company and its materialsubsidiary i.e Economic Explosives Limited is annexed herewith as "Annexure B1 andB2".
SEBI vide its notification no. SEBI/LAD-NRO/GN/2021/22 dated May 5 2021 directedlisted entities to annex a Secretarial Compliance report given by a Company Secretary inpractice in such form as specified with the annual report of the Company. The SecretarialCompliance report is annexed herewith as "Annexure B3"
The Board of Directors of the Company appointed Shri Anant B. KhamankarPracticing Company Secretary to conduct the Secretarial Audit as per Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 prescribedunder Section 204 of the Companies Act 2013 for the financial year 2021-22.
The Company has engaged the services of Shri Anant Khamankar (CP No. 1860) PracticingCompany Secretary and Secretarial Auditor of the Company for providing this certification.
The Secretarial Audit Report and/or Secretarial Compliance Report do not contain anyqualification reservation or adverse remark.
33. CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company asadopted by the Board and the initiatives undertaken by the Company on CSR activitiesduring the year under review are set out in "Annexure C" of this report in theformat prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.For other details regarding the CSR Committee please refer to the Corporate GovernanceReport which is a part of this report. The CSR policy is available on https://reports.solargroup.com/PCSR.pdf.
A detailed CSR policy was amended by the Company with approvals of the CSR Committeeand Board on May 27 2021 in pursuance of the requirements of Section 135 and Schedule VIIof Companies Act 2013 and the Companies (Corporate Social Responsibility Policy)Amendment Rules 2021.
34. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as"Annexure D".
35. STATEMENT OF MANAGEMENT'S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
Management is responsible for the preparation of the Consolidated Financial Statementsand related information that are presented in this report. The Board of Directors of yourCompany at its meeting held on May 27 2021 has approved the Audited ConsolidatedFinancial Statements for the financial year 2020-21 and its subsidiaries in accordancewith Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Indian Accounting Standards (Ind AS) and other Accounting Standards issued by theInstitute of Chartered Accountants of India. The Consolidated Financial Statements of yourCompany for the financial year 2020-21 are prepared in compliance with applicableAccounting Standards based on management's estimates assumptions and judgments whereapplicable as well as Listing Regulations as prescribed by the Securities and ExchangeBoard of India.
The Company has built adequate systems of internal controls aimed at achievingefficiency in operations optimum utilization of resources effective monitoring andcompliance with all applicable laws.
The Internal Audit function monitors the effectiveness of controls and also providesan independent and objective assessment of the overall governance processes in theCompany including the application of a systematic risk management framework. The AuditCommittee of the Board reviews major internal audit reports as well as the adequacy ofinternal controls.
36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations performance and future outlook of your Company and itsbusinesses is given in the Management Discussion and Analysis which forms part of thisReport as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
37. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report ("BRR") of the Company for the year2020-21 forms part of this Annual Report as required under Regulation 34(2) (f) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
38. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act 2013 the Board of Directorshereby confirms that:
i. In the preparation of the annual accounts of the Company for the year ended March31 2021 the applicable Accounting Standards had been followed and there are nodepartures;
ii. Accounting policies have been selected and applied consistently and judgments andestimates made that are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company at the end of the financial year March 31 2021 and of theprofit of the Company for that year ended on that date;
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets of the Company and detecting fraud and other irregularities;
iv. Annual accounts for the year ended March 31 2021 have been prepared on a goingconcern basis.
v. Internal Financial controls were in place and that the financial controls wereadequate and were operating effectively.
vi. Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
39. CEO/CFO CERTIFICATION:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the CEO/CFO certification is attached with theannual report.
40. APPRECIATION & ACKNOWLEDGEMENT
The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would alsolike to express their sincere appreciation for the assistance and co-operation receivedfrom the financial institutions banksgovernment and regulatory authorities stockexchanges customers vendors members during the year under review.
| ||For and on behalf of the Board |
|Place : Nagpur ||(Satyanarayan Nuwal) |
|Date : May 27 2021 ||Chairman |