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Solex Energy Ltd.

BSE: 532566 Sector: Infrastructure
NSE: SOLEX ISIN Code: INE880Y01017
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Solex Energy Ltd. (SOLEX) - Director Report

Company director report

To

The Members of

SOLEX ENERGY LIMITED

Your Directors have pleasure in presenting the 8th Annual Report of yourCompany together with the Standalone Audited Financial Statement for the year ended 31stMarch 2022.

The Company's financial performance for the year ended on 31st March 2022is summarized below:

1. FINANCIAL HIGHLIGHTS

(Rs. IN LAKH)

Particulars Current Year 2021-22 Previous Year 2020-21
Revenue from operation 7270.17 7990.20
Profit before Interest and Depreciation 199.02 301.61
Less: Interest 75.07 108.18
Profit Before Depreciation 123.95 193.43
Less: Depreciation 25.16 25.81
Profit Before Tax 122.76 235.65
Less/Add: Tax Expenses
Current Tax 33.02 66.19
Deferred Tax (6.20) 4.02
Total Tax Expenses (2.85) 2.17
Profit for the year 98.79 167.62

2. STATE OF COMPANY'S AFFAIRS

The operating income decreased from Rs. 7270.17 lakh to Rs. 7990.20 lakh in theprevious year. The Profit before Tax for the year is Rs. 122.76 lakh as against Rs. 235.65lakh in previous year. The net profit decreased to Rs. 98.79 lakh from Rs. 167.62 lakhin the previous year.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT2013

The Board of Directors has transferred Rs. 2703.62 lakh to General Reserve during theyear.

4. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

5. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

No company has become or ceased to be Subsidiary Company Joint Venture Company orAssociate Company during the year.

6. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

7. MEETINGS OF THE BOARD OF DIRECTORS

During the year 11 (Eleven) Board Meetings and one Independent Directors' meeting washeld and the details of the number of Board Meeting held during the year as under. Theintervening gap between two consecutive meetings was not more than one hundred and twentydays.:

No. of Board Meeting Date of Meeting Board
01/2021-22 29-04-2021
02/2021-22 06-05-2021
03/2021-22 08-06-2021
04/2021-22 30-06-2021
05/2021-22 15-07-2021
06/2021-22 06-08-2021
07/2021-22 14-11-2021
08/2021-22 30-11-2021
09/2021-22 23-12-2021
10/2021-22 31-12-2021
11/2021-22 09-03-2022

Independent Directors' meeting:

Date of Independent Director Meeting: 30-04-2021

8. CORPORATE GOVERNANCE

As company is listed as SME on the NSE Platform therefore the compliance with CorporateGovernance as specified in Regulation 1717A 18 19 20 2122 23 24 24A 25 26 27and clauses (b) to (i) of sub -regulation (2) of regulation 46 & Para C D & E ofSchedule V are not applicable to the Company.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis as required in terms of Regulation34(2) of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 forms part of this report and it deals with the BusinessOperations and Financial Performance Research & Development Expansion &Diversification Risk Management Marketing Strategy Safety & Environment HumanResource Development significant changes in key financial ratios etc. is attached in "Annexure-A"

10. DIVIDEND

The Board of Directors at its meeting held on 30th May 2022 haverecommended a payment of dividend of Re. 0.15 per equity share of the face value of Rs.10/- each for the financial year ended 31st March 2022 subject to approval ofthe shareholders of the Company at the ensuing Annual General Meeting.

11. SHARE CAPITAL

AUTHORISED SHARE CAPITAL

As on 31st March 2022 the Authorised Share Capital of the Company is Rs.80000000/- (Eight Crore Only) consisting 8000000 (Eighty Lakh Only) Equity shares ofRs.10/- each. (The Authorised Share Capital increased from Rs. 60000000/- to Rs.80000000/- in ExtraOrdinary General Meeting dated 15th April 2021.)

PAID UP SHARE CAPITAL

.

The paid-up share capital of the Company is Rs. 80000000/- consisting 8000000Equity shares of Rs. 10/- Each which was increased pursuant to Preferential Issue of3060000 Equity Shares issued during Financial Year 2021-22

12. PREFERENTIAL ISSUE AND ALLOTMENT OF EQUITY SHARES

During the year under review after receiving in principal approval from the StockExchanges the Company has allotted 3060000 "Equity Shares" at price of Rs.35/- each (including Premium of Rs. 25/- Per equity shares) for the below mentionedobjectives:

i) To meet working capital requirement and;

ii) To meet General Corporate Purpose.

13. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AS SPECIFIEDUNDER REGULATION 32 (7A) SEBI (LODR) REGULATIONS 2015

During the year under review the company has raised fund of Rs. 107100000 throughpreferential issue. Details utilization of funds as below:

SUPPLIER NAME PARTICULARS FUNDS UTILISED (in INR)
Purchase of 500 MW Solar Module 33358483
Yingku Jinchen Machinery Co Ltd Production Automation Line Given for security deposit of lease agreement for Factory at Kim
Shri Vasudev Industries Surat 7500000
Wuxi Autowell Supply Chain Purchase of Stringer and Cell
Management Co Ltd Cutter 8446051
Gsolar Power Co Ltd
Purchase of Sun Simulator 882480
Purchase of Stringer and Cell
Wuxi Autowell Supply Chain
Cutter 1140103
M/S. Leybold GmBH Gsolar Power Co Ltd Purchase of Vaccum Pump 14600744
Purchase of Sun Simulator 7758920
Dakshin Gujarat Vij Company DGVCL new connection at Kim
Limited Factory 4112094
Carrier Air-Conditioning & Refrigeration Limited Air cooled Screw Chiller with VFD 5500000
Jiangsu Huaheng New Energy Co
23801125
Ltd Purchase of Solar Cell
TOTAL 107100000

14. DEPOSITS

Your Company has not accepted any deposits from the public within the meaning ofSection 73 and 74 of the Companies Act 2013 and read with the Companies (Acceptance ofDeposits) Rules 2014 for the year ended 31st March 2022.

15. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICYFOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK IF ANY WHICH IN THEOPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

The Company has formalised Risk Management Policy and system to identify evaluatemonitor and minimize the identifiable business risk in the Company. This is an ongoingprocess and the Audit Committee periodically reviews all the risk and suggests thenecessary steps to mitigate the risk if any such as strategic financial credit marketliquidity security property IT legal regulatory reputational and other risks thosehave been identified and assessed which may threaten the existence of the Company.

There is no such risk which in the opinion of the Board may threaten the existence ofthe Company.

16. THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATESOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR

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.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Kiran Ritesh Shah (DIN: 09046468) will retire by rotationat the ensuing Annual General Meeting and being eligible has offered herself forreappointment.

The Board of directors on the recommendations of the Nomination and RemunerationCommittee (NRC) had appointed Mr. Piyush Kailashchandra Chandak Mr. Anil Rathi and Mr.Chetan Shah as an Additional Director w. e. f. June 08 2021 and they have been appointedas Directors in the 07th Annual General Meeting held on September 02 2021

Mr. Brijesh Leeladhar Hariya has resigned from the Post of Chief Financial Officerw.e.f. June 08 2021 and Mrs. Kiran Ritesh Shah has been appointed as Chief FinancialOfficer (CFO) w. e. f. June 8 2021 for a period of five years.

The Board of directors on the recommendations of the Nomination and RemunerationCommittee (NRC) had appointed Mr. Vipul Mulchand Shah as an Additional Director w. e. f.July 15 2021 and he has been appointed as Director in the 07th Annual GeneralMeeting held on September 02 2021

Mrs. Dhara Patel and Mr. Vijaykumar Virpara have resigned from the Post of Directorw.e.f. August 06 202

Mr. Manish Vaghela has resigned from the Post of Company Secretary & ComplianceOfficer w.e.f. December 31 2021 and Mr. Dilipkumar Nikhare has been appointed as CompanySecretary & Compliance Officer designated as Key Managerial Personnel w.e.f. January01 2022.

Summary of Appointment and Cessation:

Sr . N o. Name of Directors/KMP Designation Appointment/ Cessation/Ch ange in Designation Effective Date
1 Chetan Sureshchandra Shah Director Appointment 08-06-2021
2 Piyush Kailashchandra Chandak Director Appointment 08-06-2021
3 Anil Rathi Director Appointment 08-06-2021
4 Kiran Ritesh Shah Director and CFO Appointment 08-06-2021
5 Brijesh Leeladhar Hariya CFO Cessation 08-06-2021
6 Dhara Patel Director Cessation 06-08-2021
7 Vijaykumar Virpara Director Cessation 06-08-2021
8 Manish Vaghela Company Secretary Cessation 31-12-2021
8 Dilipkumar Gajanand Nikhare Company Secretary Appointment 01-01-2022

All the Independent Directors of the Company have furnished declarations that they meetthe criteria of independence as prescribed under the Companies Act 2013 and under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").

18. NOMINATION AND 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 including criteria for determining qualifications positive attributesIndependence of a director. The said policy has also been uploaded on the Company'swebsite at https://solex.in/investor/ and the Criteria for Remuneration to Non-ExecutiveDirectors (NEDs) Remuneration to Managerial Personnel Particulars of Employees and relateddisclosures also uploaded on the Company's website athttps://solex.in/criteria-of-making-payments-to-non-executive-directors/

19. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES AND OF INDIVIDUALDIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and Individual Directors pursuant to the requirements of the Companies Act2013 and rules made thereunder and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and schedule prescribed thereunder.

Further the Independent Directors at their exclusive meeting held on Friday April30 2021 during the year reviewed the performance of the Board its Chairman andNon-Executive Directors and other items as stipulated under the Listing Regulations.

20. AUDITORS

Statutory Auditors

The Board of Directors at its meeting held on 30th August 2022 as per therecommendation of the Audit Committee and pursuant to the provisions of Section 139(9) ofthe Companies Act 2013 has recommended to appoint M/s. HRK & Co. CharteredAccountants (Firm Registration No: 146985) Vapi in place of retiring Auditor M/s. KSA& Co. Chartered Accountants (ICAI Registration No. 0003822C) whose tenure expires atthe ensuing Annual General Meeting subject to the approval of the members at the 8thAnnual General Meeting of the Company to hold the office from the conclusion of this 08thAnnual General Meeting till the conclusion of 13th Annual General Meeting of the Company.

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

The Auditors' Report annexed to the financial statements for the year under review doesnot contain any qualifications.

Internal Auditors

M/s HRK & Co. has resigned from the position of Internal Auditor w.e.f.22/08/2022 The Board took note of the same in the board meeting held on 30thAugust 2022

The Board of Directors in their meeting held on 30th August 2022 appointedM/s. Savjani & Associates Chartered Accountants as Internal Auditor of the Companyin terms of Section 138 of the Companies Act 2013 and rules made thereunder forfinancial year FY 2022-2023 upon recommendation of the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Suthar & Surti Practicing Company Secretaries Ahmedabad on 28/06/2022for the FY 2021-22 to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit is annexed herewith marked as "Annexure -B" to thisReport. The Secretarial Auditor has made following observations in their Audit Report andthe comments of the Management is as under on the same:

Sr No. Observation Comments of Management
1. Company has not closed its Trading Window for sale/purchase and dealing in Company's Equity Shares for all designated persons and their immediate relatives for half year ended on 30/09/2021 Due to oversight Company failed to give notice for closure of trading window. None of promoter / insider / director of the Company have inadvertently traded during that period and the Company has strengthened the compliance system to avoid such failure in future.
2. Company has received notice for non-compliance from NSE dated 14/07/2021 for violation of Regulation 29(3) of SEBI (LODR) Regulations 2015 Stock Exchange has imposed fine of Rs. 10000/- on Company and company has paid fine on 24/12/2021. Company has strengthened the compliance system to avoid such failure in future.
3. During the year Company has made appointment of Directors but company has not made corporate announcement affirming that Directors being appointed are not debarred from holding the office of Director by virtue of SEBI order or any other authority pursuant to NSE circular dated 20/06/2018 Due to oversight affirmation could not be given in announcement however The Company has strengthened the compliance system to avoid such mistake.
4. Company has not submitted altered Memorandum of Association to Stock Exchange as per Regulation 30 of SEBI (LODR) Regulations 2015 Due to oversight altered copy of Memorandum of Association was not submitted however the Company has strengthened the compliance system to avoid such failure in submission.
5. Company has not given a public notice by way of advertisement before sending the notices and copies of the financial statements as per MCA general circular No. 20/2020 dated 05/05/2020 Due to oversight Company was failed to give public notice as per MCA general circulars however the Company has strengthened the compliance system to avoid such failure.
6. Company has not provided details of appointment of new Directors or re-appointment of a director to the shareholders pursuant to Regulation 36(3) of SEBI (LODR) Regulations 2015 and secretarial Standards 2 issued by The Institute of Company Secretaries of India Due to oversight Company was failed to give such information however the Company has strengthened the compliance system to avoid such failure.

21. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

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 the recommendation of the Audit Committee appointed M/s P.K.Chatterjee & Associates to audit the cost accounts of the Company for the financialyear ending 31st March 2023 on a remuneration of Rs. 35000/- inclusive of alltaxes as applicable. As required under the Companies Act 2013 the remuneration payableto the Cost Auditors is required to be placed before the Members in a general meeting fortheir ratification.

Accordingly a Resolution seeking Members' ratification for the remuneration payable toM/S P.K. Chatterjee & Associates the Cost Auditors is included at Item No. 5 of theNotice convening the Annual General Meeting.

22. EXPLANATION OR COMMENTS ON DISQUALIFICATIONS RESERVATIONS ADVERSE REMARKS ORDISCLAIMERS IN THE AUDITOR'S REPORTS

There have been no disqualifications reservations adverse remarks or disclaimers inthe auditor's reports requiring explanation or comments by the Board.

23. COMMITTEES OF THE BOARD

In compliance with the requirement of applicable laws and as part of best governancepractices the Company has following Committees of the Board as on 31st March2022: i. Audit Committee ii. Nomination and Remuneration Committee

AUDIT COMMITTEE

Name of the Director Status in Committee Nature of Directorship
Mr. Rajeshbhai Tulsibhai Patel Chairman Non-Executive-Independent Director
Mr. Kamlesh Pravin Yagnik Member Non-Executive-Independent Director
Mr. Vipul Mulchand Shah Member Non-Executive Director

NOMINATION AND REMUNERATION COMMITTEE

Name of the Director Status in Committee Nature of Directorship
Mr. Rajeshbhai Tulsibhai Patel Chairman Non-Executive-Independent Director
Mr. Kamlesh Pravin Yagnik Member Non-Executive-Independent Director
Mr. Vipul Mulchand Shah Member Non-Executive Director

Terms of Reference:

Audit Committee:

Every Audit Committee shall act in accordance with the terms of reference specified inwriting by the Board which shall inter alia include

(i) the recommendation for appointment remuneration and terms of appointment ofauditors of the company;

(ii) review and monitor the auditor's independence and performance and effectivenessof audit process;

(iii) examination of the financial statement and the auditors' report thereon;

(iv) approval or any subsequent modification of transactions of the company withrelated parties;

Provided that the Audit Committee may make omnibus approval for related partytransactions proposed to be entered into by the company subject to such conditions as maybe prescribed Provided further that in case of transaction other than transactionsreferred to in section 188 and where Audit Committee does not approve the transaction itshall make its recommendations to the Board:

Provided also that in case any transaction involving any amount not exceeding one crorerupees is entered into by a director or officer of the company without obtaining theapproval of the Audit Committee and it is not ratified by the Audit Committee within threemonths from the date of the transaction such transaction shall be voidable at the optionof the Audit Committee and if the transaction is with the related party to any director oris authorised by any other director the director concerned shall indemnify the companyagainst any loss incurred by it: Provided also that the provisions of this clause shallnot apply to a transaction other than a transaction referred to in section 188 between aholding company and its wholly owned subsidiary company.

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and relatedmatters.

Nomination and Remuneration Committee:

Every Nomination and Remuneration Committee shall act in accordance with the terms ofreference specified in writing by the Board which shall inter alia include

(i) The Nomination and Remuneration Committee shall identify persons who are qualifiedto become directors and who may be appointed in senior management in accordance with thecriteria laid down recommend to the Board their appointment and removal and shall specifythe manner for effective evaluation of performance of Board its committees and individualdirectors to be carried out either by the Board by the Nomination and RemunerationCommittee or by an independent external agency and review its implementation andcompliance.

(ii) The Nomination and Remuneration Committee shall formulate the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees.

(iii) The Nomination and Remuneration Committee shall while formulating the policyunder sub-section (3) ensure that

(a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

(c) remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.

24. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

There were no loans guarantees or investments made by the Company under section 186 ofthe Companies Act 2013 during the year.

25. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act 2013 the Boardof Directors hereby confirms that

i. the applicable Accounting Standards have been followed in preparation of thefinancial statements and there are no material departures from the said standards;

ii. reasonable and prudent accounting policies have been used in preparation of thefinancial statements and that they have been consistently applied and that reasonable andprudent judgments and estimates have been made in respect of items not concluded by theyear end so as to give a true and fair view of the state of affairs of the Company as at31st March 2022 and of the profit for the year ended on that date;

iii. proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. the financial statements have been prepared on a going concern basis; v. properinternal financial controls were in place and were adequate and operating effectively;proper systems to ensure compliance with the provisions of applicable laws were in placeand were adequate and operating effectively.

26. BUSINESS RESPONSIBILITY REPORT

The Company has been exempted from reporting on Business Responsibility Report as perRegulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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) ofAct and Rules framed thereunder.

28. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OFSECTION 149;

All Independent Directors (IDs) have given declaration 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. Thedetails terms of appointment of IDs are disclosed on the company's website with followinglink https://solex.in/investor/

29. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at the linkhttps://solex.in/annual-return-under-section-92-of-the-companies-act-2013/

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as "Annexure-C" to this report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188

All related party transactions that were entered during the financial year were in theordinary course of the business of the Company and were on arm's length basis. There wereno materially significant related party transactions entered with Promoters DirectorsKey Managerial Personnel or other persons which may have a potential conflict with theinterest of the Company. The transactions entered into pursuant to the omnibus approvalso granted are audited and a statement giving details of all related party transactionsis placed before the Audit Committee and the Board of Directors for their approval. Thepolicy on materiality of Related Party Transactions and also on dealing with Related PartyTransactions as approved by the Audit Committee and the Board of Directors is uploaded onthe website of the Company https://solex.in/investor/. Form AOC-2 is annexed herewith as "Annexure-D" to this report.

32. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Objective of a familiarization program is to ensure that the Independent Directorsare updated on the business environment and overall operations of the Company. Thisenables the Independent Directors to make better informed decisions in the interest of theCompany and its stakeholders.

In Compliance with the requirements of SEBI Regulations the Company has put in place afamiliarization program for the Independent Directors to familiarize them with their rolerights and responsibility as Directors the working of the Company nature of industry inwhich the Company operates business model etc.

A familiarization program was conducted for Independent Directors on areas such as thecore functions and operations of the Company overview of the industry financials and theperformance of the Company by site visits to plant location.

The details of such familiarisation programmes for Independent Directors are posted onthe website of the Company and can be accessed at https://solex.in/investor/

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015a Vigil

Mechanism or ‘Whistle Blower Policy' for directors employees and otherstakeholders to report genuine concerns has been established. The Company has built areputation for doing business with honesty and integrity over the years and has shownzero tolerance for any sort of unethical behaviour or wrongdoing or suspected fraud orviolation of the Company's Code of Conduct or policy. The Audit Committee reviews thefunctioning of the Whistle Blower mechanism on a quarterly basis. Whistle-blower Policyand Code of Business Conduct have been hosted on the website of the Company. (https://solex.in/investor/ )

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The company is in compliance with the Secretarial Standard on Meeting of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.

35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure-E".

36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes that a strong internal control framework is necessary for businessefficiency management effectiveness and safeguarding assets. The Company has awell-defined internal control system in place which is designed to provide reasonableassurance related to operation and financial control. The Management of the Company isresponsible for ensuring that Internal Financial Control has been laid down in the Companyand that controls are adequate and operating adequately.

The audit scope reporting framework is defined in charter of the Internal Audit whichis approved by the Audit Committee of the Board of Directors. The Internal Auditorsevaluates the efficacy and adequacy of internal control system its compliance withoperating systems and policies of the Company and accounting procedures at all thelocations of the Company. Based on the report of the Internal Auditors process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are placed before the AuditCommittee of the Board. The Internal Audit also continuously evaluates the variousprocesses being followed by the Company and suggests value addition to strengthen suchprocesses and make them more effective.

37. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or tribunals impacting the goingconcern status and company's operation in future during the year under review.

38. A STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place a Prevention of sexual harassment policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment. All employees (permanent contractual temporary trainees) are coveredunder this policy.

Your Company has adopted a policy on prevention prohibition and redressal of sexualharassment at the workplace in line with the provisions of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and Rules made there under.Your Company has constituted an Internal Complaints Committee to handle all clearing andforwarding Agency where our employees are working and Manufacturing site.

Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013: a. number of complaints filed during the financialyear: Nil b. number of complaints disposed of during the financial year: Nil c. number ofcomplaints pending as on end of the financial year: Nil

39. DISCLOSURE IN RESPECT OF EQUITY SHARES TRANSFERRED IN THE ‘SOLEX ENERGYLIMITED- UNCLAIMED SUSPENSE ACCOUNT':

There are no such instances during the year which requires transfer of equity shares toUnclaimed Suspense Account.

40. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the executives staff andworkers of the Company.

Date:30-08-2022 By Order of the Board of Directors
Place: Surat For Solex Energy Limited
sd/-
Chetan Shah
Chairman & Managing Director
DIN: 00031187

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