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Solex Energy Ltd.

BSE: 532566 Sector: Infrastructure
NSE: SOLEX ISIN Code: INE880Y01017
BSE 05:30 | 01 Jan Solex Energy Ltd
NSE 05:30 | 01 Jan Solex Energy Ltd

Solex Energy Ltd. (SOLEX) - Director Report

Company director report

To

The Members of SOLEX ENERGY LIMITED.

Your Directors have immense pleasure in presenting the Sixth Annual General Meeting onthe business and operations of the Company together with the Audited Financial Statementsof your Company for the Financial Year 2019-20.

The Directors Report is prepared based on the Standalone Financial Statements of theCompany and the Report on the performance and financial position of the Company.

? FINANCIAL RESULTS

The Summary of the financial performance of the Company for the year ended 31.03.2020comparec(AMon?WRy.s year is as below:

Particulars 2017-18 2016-17
Total Revenue 1384164932 1493379256
Profit before depreciation and tax 65690069 73876613
Profit before tax 62434382 68042275
Profit after tax 44511034 49724755
Earnings Per Share (EPS) 9.01 10.07

? HIGHLIGHTS OF PERFORMANCE

Total Revenue for the year increased to 13841.64 lacs as compared to Rs. 14933.79 lacslacs in the previous year. Profit before Tax for the year was Rs.624.34 lacs as comparedto Rs. Rs.680.42 lacs in the previous year. Profit after Tax for the year was Rs.445.11lacs as compared to Rs. 497.24 lacs in the previous year.

? DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 0.50/- Paisa (@ 5%) on fullypaid up equity share of ' 10/- each for the financial year 2019- 20 subject to approval ofthe shareholders at the ensuring Annual General Meeting.

? FIXED DEPOSITS

The Company has not accepted any deposit from public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

? CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

There is no any change in the capital structure of the company during the financialyear ended 31st March 2020.

? DIRECTORS AND KMP

During the year under review and thereafter following changes took place with regardto Directors and Key Managerial Personnel:

Name of Director/KMP Appointment/cessation/ change in designation Effective date
1. Mahendrabhai Lallubhai Machhi Cessation as Non - Executive Independent Director 14.11.2019
2. Chetan Sureshchandra Shah Appointed as additional director 18.01.2020
3. Jankiben Jaydeepsinh Ssisodiya Cessation as Company Secretary and Compliance Officer 27.02.2020

? DECLARATION BY INDEPENDENT DIRECTORS

Mr. Rajeshbhai Tulsibhai Patel and Mr. Kamlesh Narendrabhai Patel were the IndependentDirectors of the Company as on 31st March 2020 pursuant to the provisions of Section149(10) of the Act.

The Board of Directors of the Company hereby confirms that all the IndependentDirectors duly appointed by the Company have given the declaration and they meet thecriteria of Independence as provided under Section 149(6) of the Act.

Company have given the declaration and they meet the criteria of Independence asprovided under Section 149(6) of the Act.

? ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and individual Directors pursuant to the requirements of the Act and theListing Regulations.

? REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management Personneland their remuneration. The Remuneration Policy is attached as Annexure “A”.

? NO OF MEETINGS

During the year Eight (8) Board Meetings were convened and held on 28th May2019 29th June 2019 6th July 2019 6th August 2019 21stSeptember 2019 14th November 2019 18th January 2020 and 10thFebruary 2020 the intervening gap between the meetings was within the period prescribedunder the Companies Act 2013.

? AUDIT COMMITTEE

The Board has constituted an Audit Committee pursuant to the provisions of Section177(1) of the Companies Act 2013. The Composition of the Audit Committee is as under:

Mr. Rajeshbhai Tulsibhai Patel (Chairman)

Mr. Vijaykumar Savjubhai Virpara (Member)

Mr. Kamlesh Narendrabhai Patel (Member)

The recommendations of the Audit Committee were accepted by the Board of Directors ofthe Company from time to time.

During the year Four meeting of the committee was held on 28th May 2019 29thJune 2019 6th August 2019 and 14th November 2019.

? SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has neither subsidiary nor Joint Venture Company nor Associate Company.

? INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established effective internal control systems to ensure accuratereliable and timely compilation of financial statements to safeguard assets of theCompany and to detect and mitigate irregularities and frauds. The Company's managementhas adequate internal control procedures over financial reporting.

In accordance with the requirements of Section 143(3)(i) of the Companies Act 2013the Statutory Auditors have confirmed the adequacy and operating effectiveness of theinternal financial control systems over financial reporting.

? VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy.Whistle Blower Policy is disclosed on the website of the Company athttp://solex.in/Vigil-Mechanism.aspx.

? PARTICULARS OF EMPLOYEE AND REMUNERATION

The details of employees of the Company in terms of remuneration drawn as requiredunder Section 134 of the Companies Act 2013 and Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are annexed hereto Annexure“B” and forms part of this Report.

There is no employee drawing remuneration of ' 10200000 or more per annum or '850000 or more per month or for any part of the year and hence the particulars requiredto be disclosed under Section 134 of the Companies Act 2013 read with Rule 5(2) theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notfurnished.

? CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &OUTGO

The particulars required to be disclosed in this report pursuant to the provision ofthe Companies (Accounts) Rules 2014 are given in Annexure “C” forming part ofthis report.

? CORPORATE GOVERNANCE REPORT AND CERTIFICATE

SEBI Regulation on compliance of conditions of Corporate Governance is not applicableto the Company. However Company is complying all other SEBI regulations and listingagreement.

? MANAGEMENT'S DISCUSSION AND ANALYSIS

A detailed review of the operations performance and future outlook of the Company isgiven in the Management's Discussion and Analysis appearing as Annexure “D” tothis Report.

? RELATED PARTY TRANSACTIONS

The Company has entered into transactions with the related party in the ordinary courseof business and at the arms length basis. The particulars of contracts or arrangementsentered into by the Company with related parties referred to in sub-section (1) of Section188 of the Act in the prescribed Form AOC-2 is enclosed as per Annexure

“E”

? DIRECTORS RESPONSIBILITY STATEMENT

Based on the frame work of internal financial controls and compliance systemsestablished and maintained by the internal statutory cost and Secretarial auditorauditors and the reviews performed by the Management and the relevant Board Committeesincluding the Audit Committee the Board is of opinion that the Company's internalfinancial controls were adequate and effective during the year ended on 31stMarch 2020. Accordingly pursuant to Section 134 (5) of the Companies Act 2013 based onthe above and the representation received from the Operating Management the Board ofDirectors to the best of their knowledge and ability confirm that:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there were no material departures therefrom:

2. They have in the selection of the accounting policies consulted the statutoryauditors and have applied their recommendations consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2020 and of the profit of theCompany for the year ended on that date;

3. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. They have prepared the annual accounts on a going concern basis

5. They have laid internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively during theyear ended on 31st March 2020; and

6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively during theyear ended on 31st March 2020.

? STATUTORY AUDITORS' AND INDEPENDENT AUDITORS' REPORT

Presently the Company's statutory auditor is M/s. G. S. Mathur & Co. CharteredAccountants (008744N) Ahmedabad who were reappoint in 5th Annual GeneralMeeting till the conclusion of 6th Annual General Meeting.

The members of the Audit committee at their Meeting held on 30th July 2020have recommended to appointment of M/s. KSA & Co. Chartered Accountants Surat having(Firm Registration Number 0003822C) Statutory Auditors of the Company subject to theapproval of members of the Company at the ensuing Annual General Meeting of the Company toconduct the audit for the 1 (One) financial years form this Annual General Meeting till to7th Annual General Meeting at such remuneration as may be decided by the Boardand auditors mutually. Their appointment and payment of remuneration are to be confirmedand approved in the ensuing Annual General Meeting. The Company has received a certificatefrom proposed statutory auditor to the effect that if they are appointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013 read with therules if any.

The Company has received a certificate from proposed statutory auditor to the effectthat if they are appointed it would be in accordance with the provisions of Section 141of the Companies Act 2013 read with the rules if any.

? SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Shaishav Y Mistry Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewithas Annexure “F”. The Company is complying the secretarial standards asprescribed by The Institute of Company Secretaries of India.

? COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its activity are required to be audited. Your Directors had on therecommendation of the Audit Committee appointed M/s P K.Chaterjee & Co. to audit thecost accounts of the Company for the financial year ending 31st March 2021 ona remuneration of Rs. 25000/- inclusive all taxes as applicable. As required under theCompanies Act 2013 the remuneration payable to the Cost Auditors is required to beplaced before the Members in a general meeting for their ratification. Accordingly aResolution seeking Members' ratification for the remuneration payable to M/s P K.Chaterjee& Co. the Cost Auditors is included at Item No. 5 of the Notice convening the AnnualGeneral Meeting.

? PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company Has not done any transactions for Loans guarantees and investments coveredunder Section 186 of the Companies Act 2013.

? DEVELOPMENT AND IMPLIMENTATION OF RISK MANAGEMENT POLICY

Risk affects every organization by one way or other. Thus planning to handle such riskin future is of vital importance for every organization. Your Company always focuses onidentifying and monitoring the risk and to take precautionary steps for risks affecting toyour Company. There are certain risks like Price Risk Government Policies HumanResource Competition etc. and have planned to manage such risk by adopting bestmanagement practices.

? CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in any of the criteria of Section 135 of the Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 andhence the Company is not required to comply with the same.

? EXTRACT OF THE ANNUAL RETURN U/S 92(3) OF THE ACT AS PER FORM MGT-9

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and Rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information as per Annexure “G”.

? DETAILS OF SIGNIFICANT OR MATERIAL ORDER PASSED

There were no significant and material orders passed by any Regulator or Court orTribunal impacting the going concern status and Company's Operations in future during theyear under review.

? DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment all employees (permanent contractual temporary trainees)are covered under this policy. The summary of sexual harassment complaints received anddisposed off during the financial year 2019-20 is as under:

Number of Complaints Received NIL
Number of Complaints Disposed off NIL

? CHANGE IN THE NATURE OF BUSINESS

During the year under review there was no change in the nature of business of theCompany and there is no material change and/or commitments affecting the financialposition of the Company during the period from 31st March 2020 till the dateof this report.

? REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Act and Rules framed there under.

? ACKNOWLEDGEMENT

The Board records its thanks to the Company's Bankers Financial InstitutionsGovernment Collaborators and other agencies for their support extended to the Company andlook forward to their continued support.

By the order of the board of
Solex Energy Limited
Sd/-
Place : Vithal Udyognagar Kalpeshkumar Ramanbhai Patel
Date : 17.08.2020 Chairman cum Managing Director

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