Our Valued Shareholders,
Your Directors have pleasure in presenting the Twenty Eighth Annual Report on the
business and operations of the Company together with the Audited Financial Statements
(Standalone and Consolidated) for the year ended 31st March 2023.
FINANCIAL HIGHLIGHTS (Rs. in Lakhs)
|
|
Standalone |
Consolidated |
| S. No. |
Particulars |
For the year ended |
For the year ended |
For the year ended |
For the year ended |
|
|
31/03/2023 |
31/03/2022 |
31/03/2023 |
31/03/2022 |
| 1 |
Revenue from operations |
24,983.57 |
28,572.86 |
38,418.12 |
39,111.10 |
| 2 |
Other income |
3,226.97 |
3,059.14 |
2,450.64 |
2,082.05 |
| 3 |
Total Income |
28,210.54 |
31,632.00 |
40,868.76 |
41,193.15 |
| 4 |
Total Expenditure |
22,328.27 |
24,498.00 |
32,579.33 |
32,061.08 |
|
(Excluding Finance cost, Depreciation and |
|
|
|
|
|
Amortisation) |
|
|
|
|
| 5 |
Profit Before Finance cost,Depreciation and |
5,882.27 |
7,134.00 |
8,289.43 |
9,132.07 |
|
Amortisation and Tax |
|
|
|
|
| 6 |
Finance Costs |
2,538.06 |
2,063.49 |
3,180.20 |
2,487.34 |
| 7 |
Depreciation and Amortisation expense |
2,371.02 |
1,691.44 |
4,329.06 |
3,093.68 |
| 8 |
Profit(+) /Loss(-) Before Tax |
973.19 |
3,379.07 |
780.17 |
3,551.05 |
| 9 |
Income Tax Expense |
38.77 |
- |
138.06 |
309.31 |
| 10 |
Net Profit(+) /Loss(-) after # |
934.42 |
3,379.07 Tax |
642.11 |
3,241.74 |
| 11 |
Other Comprehensive income for the year, net of tax |
18.07 |
22.11 |
1,063.54 |
519.04 |
| 12 |
Total comprehensive income / Loss(-) for the year, |
952.49 |
3,401.18 |
1,705.65 |
3,760.78 |
|
net of tax |
|
|
|
|
| 13 |
Final Dividend Proposed / Paid on Equity Shares |
181.91 |
454.76 |
181.91 |
454.76 |
| 14 |
Equity Share Capital |
1,515.88 |
1,515.88 |
1,515.88 |
1,515.88 |
| 15 |
Other equity |
72,023.25 |
69,526.53 |
77,207.47 |
76,044.25 |
| 16 |
EPS(Rs.) |
6.16 |
22.29 |
4.24 |
21.39 |
# Net Profit after tax is post adjustment of loss on discontinued operations (due to
technology obsolescence) as per Note No.40 and No. 45 of the financial statements. Please
refer to the explanation given under the heading "ALTERNATE TO OWN
MANUFACTURING" [SWELECT HHV Solar Photovoltaics Private Limited (SHPV)].
STATE OF THE COMPANY?€™S AFFAIRS MAJOR LINE OF BUSINESS
I – Manufacturing: Solar PV Modules, Solar Inverters, String Combiners and
Mounting structures II – Solar Power Systems Integration – Roof top & Ground
Mounted Turnkey EPC contracts
III – Green Energy Generation - Independent Power Producer (IPP), Renewable Energy
Service Company (RESCO) IV – Solar water pumping V – Servo stabilizers
VI – Solar Energy Storage Solutions (new vertical)
SWELECT continues to be a world class Solar Photovoltaic (PV) Solution provider with
the reputation of having given the highest quality of products and services.
GENERAL REVIEW OF THE BUSINESS OF THE COMPANY
During the year, the Company registered a turnover (Standalone) of Rs. 24,983.57 Lakhs*
against the previous year turnover of
Rs. 28,572.86 Lakhs. The Company recorded a Net Profit ofRs. 934.42 Lakhs against the
previous year Net Profit ofRs. 3,379.07 Lakhs. * The turnover for the FY has a drop due to
the upgradation requirement for the Solar PV Modules manufacturing plant as part of the
Technology upgradation and adapting to the new Solar Cell types in the global market. The
Board at its meeting held on 28.06.2022 had decided to permanently close the operations of
Solar module manufacturing plant located at Dabaspet, Bengaluru and obtained the
shareholders?€™ approval at the Annual General Meeting held on 28.07.2022 for
closure of the above said plant. Subsequently the operation of the plant was permanently
stopped and the necessary intimations were made to the concerned Authorities including
Stock Exchanges.
ALTERNATE TO OWN MANUFACTURING
SWELECT HHV Solar Photovoltaics Private Limited (SHPV) was incorporated on 3.5.2021 as
a Wholly Owned Subsidiary of SWELECT Energy Systems Limited for manufacturing the upgraded
Solar PV modules by using the Latest Technology Solar Cells that are capable of delivering
High Efficiency in the real use applications.
The construction of fully Automated State-of-the-Art with new 500 MW production
capacity of Solar PV Module Manufacturing plant has been completed successfully. The trial
production started during February 2023 and the Automation process is progressing well for
continuous operation. This plant will be catering to major utility scale developers, the
Commercial & Industrial segment, as well as the Export markets.
Considering the International Brand positioning requirement for SWELECT, it was decided
by the Company, at its Board meeting held on 11.11.2022, to enable SWELECT Energy Systems
Pte. Limited, Singapore to become the Holding Company of SWELECT HHV Solar Photovoltaics
Private Limited. Accordingly, the Share Purchase Agreement (SPA) was executed on
23.11.2022 between the Company and SWELECT Energy Systems Pte. Limited, Singapore and
completed the share transfer process. As a result, the status of SWELECT HHV Solar
Photovoltaics Private Limited was changed from Wholly Owned Subsidiary to step down
subsidiary of SWELECT Energy Systems Limited with effect from 26 th December
2022.
DIVIDEND
The Board of Directors have recommended a final Dividend of Rs. 1.20 (One Rupee and
Twenty Paise Only) per equity share [@ 12% on the Equity Share Capital of Rs.
15,15,87,600/- (Rupees Fifteen Crore Fifteen Lakhs Eighty Seven Thousand Six Hundred
Only)], for the year ended 31st March 2023, subject to approval of the
shareholders at the ensuing Annual General
Meeting of the Company. The outflow for the Company would beRs.181.91 Lakhs towards
final dividend
As per the Finance Act, the dividend amount is taxable in the hands of shareholders, if
it exceeds Rs.5,000/- (Rupees Five Thousand
Only) in a financial year and accordingly the payment of dividend is subject to the
deduction of income tax as applicable.
SHARE CAPITAL
During the year under review, there was no change in issued, subscribed and paid-up
equity share capital of the Company. On March 31, 2023, it stood at Rs.15,15,87,600/-
divided into 1,51,58,760 Equity Shares of Rs.10/- each.
TRANSFER TO GENERAL RESERVE
During the year, your Company has not proposed to transfer any amount to general
reserve.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The Company has Six Wholly Owned Subsidiaries (Out of which Two are incorporated
outside India), Four subsidiaries and Three step down subsidiaries as on the date of this
report. The Board of Directors at their meeting held on 29th May 2023, have
approved the consolidated financial statements of subsidiary companies. In pursuant to the
provisions of section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, (as
amended) a statement containing salient features of the financial statements of the
Company?€™s subsidiaries, in Form AOC-1 is attached to the financial statements
of the
Company. The Company does not have any Associates or Joint Ventures as on the date of
this report.
NEWLY INCORPORATED SUBSIDIARIES SWELECT RE POWER PRIVATE LIMITED
The Company was incorporated on 22.4.2022 for the purpose of executing Solar Power
Projects under Group Captive Model. Under this entity a 4 MW Solar Power Project was
commissioned at Manparai Village, Musiri Taluk, Trichy District - 621006 to enable Intra
State Open Access option of supplying contracted quantity of electricity to third party
customers. This first project (4 MW capacity) was commissioned on 28.12.2022.
SWELECT TAIYO ENERGY PRIVATE LIMITED
The Company was incorporated on 31.10.2022 for the purpose of executing Solar Power
Project under Group Captive Model. Under this entity a 7 MW Solar Power Project was
commissioned at Singalandhapuram Village and Vadakkuveli Village,
Thuraiyur Taluk, Trichy District, Tamil Nadu to enable Intra State Open Access option
of supplying contracted quantity of electricity to third party customers. This first
project (7 MW capacity) was commissioned on 21.4.2023.
AMALGAMATION OF SUBSIDIARY COMPANIES
On 12.08.2022, the Board of Directors of SWELECT Energy Systems Limited (Holding
Company), had approved the scheme of Amalgamation of SWELECT Solar Energy Private Limited
(Wholly Owned Subsidiary) and K J Solar Systems Private Limited
(Stepdown Wholly Owned Subsidiary) with the Holding Company.
Subsequently, the combined petition for the above Amalgamation along with the scheme
was filed with the National Company Law Tribunal (NCLT), Chennai Bench. The proceedings of
the Amalgamation is under process with the NCLT.
DEPOSITS
The Company did not receive any deposits from the public during the year and no amount
of principal or interest was outstanding as of the Balance Sheet date.
DIRECTORS OR KEY MANAGERIAL PERSONNEL
Mr. A. Balan (DIN: 00017091) Joint Managing Director and Ms. V. C. Mirunalini (DIN:
07860175) Whole Time Director of the Company are liable to retire by rotation at the
ensuing Annual General Meeting (AGM) and being eligible offers themselves for
re-appointment.
At the Annual General Meeting held on 28.07.2022, Mr. K. V. Nachiappan (DIN: 00017182)
and Ms. V. C. Mirunalini (DIN: 07860175) were reappointed as Whole Time Directors of the
Company for a period of five years with effect from
20.04.2023 and 28.06.2022 respectively.
Dr. M. Ravi (DIN:08066520), was appointed as an Independent Director of the Company for
a period of five consecutive years with effect from 11.2.2023 and such appointment was
approved by the Shareholders of the Company through postal ballot on 22.03.2023.
At the Board Meeting held on 29.05.2023, Dr. S. Iniyan was recommended to re-appoint as
an Independent Director of the Company for a second term of five consecutive years with
effect from 1.4.2024 subject to approval of the shareholders at the ensuing Annual General
Meeting.
Mr.S. Annadurai, Independent Director will attain the age of seventy five years on
31.07.2024. The Nomination and
Remuneration Committee and the Board at their meeting held on 27.5.2023 and 29.5.2023
respectively, recognised his valuable contribution to the growth of the Company and
recommended to continue to hold office of Independent Director of the company till this
current tenure of appointment which ends on 27.06.2027.
The Profiles of Mr. A. Balan, Ms. V. C. Mirunalini, Dr. S. Iniyan and Mr. S. Annadurai
are given separately in the notice of AGM.
The Board recommends the necessary resolutions for the approval of Shareholders at the
ensuing Annual General Meeting for the above appointments.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
The Board at its meeting held on 11.2.2023 had appointed Dr. M. Ravi as an Independent
Director of the Company for a period of five years with effect from 11.2.2023 after taking
into consideration of the following integrity, expertise and experience which are needed
for sustainable growth of the Company. Subsequently, the Company obtained the approval of
Shareholders through Postal Ballot on 22.3.2023.
INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY
Dr. M. Ravi, had served in the Police Department, Government of Tamil Nadu and retired
as Director General of Police / Commissioner of Police in the year 2022. During his
service, Dr. M Ravi was very dedicative and his perseverance towards the betterment of
society, courageous nature and honesty has made him one of the most commendable officers
in the Police department.
Dr. M. Ravi possess appropriate Skills, Experience and knowledge in Law, Administration
and Research which will benefit to the growth and Good Corporate Governance of the
Company.
Brief Profile of Dr. M. Ravi
| Qualification |
M.Sc.(Agri.,) |
|
M.Sc., (Cyber Forensics & Information Security) |
|
Ph. D. (Economics) Madurai Kamarajar University, Tamil Nadu. |
| Experience |
Banking Service - As an Officer in Syndicate Bank Served in Kerala, Delhi and Haryana
from |
|
1985 to August 1991. |
|
Joined Indian Police Service in the year 1991 |
|
Retired as DGP/Commissioner of Police in the year 2022. |
| Achievements |
Indian Council of Agricultural Research Fellowship Holder. |
|
Recipient of Directors gold medal for Horse riding in Mussoorie in 1991. |
|
President of India?€™s DISTINGUISHED service in 2016. |
|
Undergone Mid-career Training programme on policing in Oxford University in UK,
Scotland police and FBI in Quantico. |
|
Held the position of Director, Tamil Nadu police Housing Corporation Limited, Chennai
for two years. |
|
As a resource person trained about 5500 IAS aspirants in Anna Institute of Management
run by |
|
Government of Tamil Nadu. |
Pursuant to the provisions of the section 150 of the Companies Act, 2013 and the
Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended from time
to time), Dr. M. Ravi had registered his details in the portal of Indian Institute of
CorporateAffairs proficiencytest within the timeline as stipulated byand hastocomplete Indian
online Institute of Corporate Affairs.
NUMBER OF BOARD MEETINGS
During the Financial Year 2022-2023, Eight Board Meetings were held. The details are
provided in the Corporate Governance Report that forms part of this Annual Report.
DISCLOSURE ON COMPOSITION OF AUDIT COMMITTEE AND ITS RECOMMENDATION
The details of Composition of Audit Committee along with its terms of reference are
given in the Corporate Governance Report. All recommendations of the Audit Committee were
accepted by the Board.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has adopted the Vigil mechanism and the details are given in the Corporate
Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
The Company has put in place an Anti-Sexual Harassment Policy in line with the
requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and has complied with the provisions relating to the constitution of
an Internal Complaints Committee (ICC) as required under the said Act to redress the
complaints received for sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The members of the Committee are:
Corporate Office (Chennai):
1. Ms. Aarthi Balan 2. Ms. C. Preethy, 3. Ms. Mary Preetha and 4. Mr. R. Kalidasan
Plant (Idappadi):
1. Ms. P. Malathi 2. Ms. A. Kokilavani, 3. Mr. P. Kathirvel and 4. Ms. Preetha Balan.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-2023.
| No. of complaints filed during the financial year |
Nil |
| No. of complaints disposed off during the financial year |
Nil |
| No. of complaints pending as on end of the financial year |
Nil |
CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING
The Company has adopted the Code of Conduct for its Directors and Employees while
performing their duties and responsibilities. Similarly, Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons has also been adopted by the Company as
per the Guidelines issued by the Securities and Exchange Board of India for Prohibition of
Insider Trading. The Code prohibits trading in securities of the Company by the Designed
persons while in possession of unpublished price sensitive information in relation to the
Company and during the period when the Trading Window is closed.
All the Directors, Key Management Personnel and Senior Management Personnel are aware
of the above code and an annual confirmation on the compliances of the said codes have
been received by the Company from the concerned. The declaration to this effect made by
the Managing Director is attached to this report. Code of conduct of Board of Directors
and Senior Management
Personnel and code for Insider Trading are available in the Company?€™s
website www.swelectes.com under investors?€™ page.
STATUTORY AUDITORS
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration
No.117366W/W-100018) were reappointed as Statutory Auditors of the company at the 27th
AGM held on July 28, 2022, for a period of five years commencing from the conclusion
of 27th AGM till the conclusion of 32nd AGM.
STATUTORY AUDITORS REPORT
The Statutory Auditors in their report for the financial year 2022-2023, have given an
unmodified opinion on the financial statements of the Company and the same is being
attached to this report.
SECRETARIAL AUDIT REPORT
Secretarial Audit was conducted by KRA & Associates, Practicing Company
Secretaries, Chennai in pursuant to the provisions of Section 204 of the Companies Act,
2013. The Secretarial Auditors?€™ Report is also being attached as a part of
this Report as
Annexure -1. There were no qualifications made by the Secretarial Auditor in their
Report.
COST AUDIT
Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records
and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost
accounting records in respect of the products of the Company and accordingly the Cost
Accounting Records are maintained by the Company and Audited as required. Further, the
Company has completed the filing of CostAuditReport,withtheMinistryofCorporateAffairs,for
the financial year 2021-2022 in eXtensible Business Reporting Language (XBRL) format. M/s.
Ravichandran Bhagyalakshmi & Associates, Cost Auditors of the Company will submit
their report for the financial year
2022-2023 within the time limit applicable under the Companies (Cost Records and Audit)
Rules, 2014.
The Board, on the recommendation of the Audit Committee, has appointed M/s.
Ravichandran Bhagyalakshmi & Associates,
Cost Accountants, as the Cost Auditors of the Company for the financial year 2023-2024.
The Board also considered and approved the remuneration of Rs. 1,32,000/- as recommended
by the Audit Committee. In terms of the provisions of section 148 (3) of the Companies
Act, 2013 read with Rule 14 (a) (ii) of the Companies (Audit and Auditors) Rules 2014, the
remuneration of the Cost Auditor has to be ratified by the members of the Company.
Accordingly, the Board recommends necessary resolution at the ensuing AGM for
ratification.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year, as required under SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a separate section forming part of the
Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Conservation of energy, technology absorption and foreign exchange earnings and
outgo forms part of the Board?€™s report and is given in Annexure - 2.
ANNUAL RETURN
The Annual Return of the Company for the financial year 2022-2023 is due to be filed
60 days from the date of AGM schedule to be held on 26.7.2023 and the same will be made
available on the website of the
Company www.swelectes.com under web link https://swelectes.com/annual-return/, after
the said filing is completed.
The Annual Return of the Company for the previous year is available on the
Company?€™s website www.swelectes.com under web link
https://swelectes.com/annual-return/.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The details of development and implementation of risk management system are provided in
the Corporate Governance Report which forms a part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Company undertakes "Corporate Social Responsibility" (CSR) initiatives
directly / through agency to the public in improving the quality of life which includes
education, environment, healthcare and women empowerment etc. During the year 2022-2023,
the Company has contributed funds to the society for their betterment and the Company will
undertake newer CSR initiatives in the years to come.
The Annual Report on CSR Activities in the prescribed format is given in the Annexure -
3.
Details of composition of the CSR Committee, number of meetings held during the year
and other particulars are given in the Corporate Governance Report which forms a part of
this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered into by the Company during the
financial year with Related Parties were in the ordinary course of business and at
arm?€™s length basis. The disclosure required u/s 134 (3) (h) of the Companies
Act, 2013 in form AOC-2 is being annexed to this Report.
The Policy on materiality of Related Party Transactions and on dealing with related
party transactions approved by the Board can be accessed on the Company?€™s
website www.swelectes.com under investors?€™ page. Members may refer to the
notes to the financial statements which sets out related party disclosures for the current
and previous. financial years
SIGNIFICANT AND MATERIAL ORDERS orders passed by the Regulators or Courts or
Tribunals impacting the Duringthe yeartherewerenosignificant going concern status and
company?€™s operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in
the Management Discussion and Analysis,
Report which forms a part of this report.
ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME
The Board at its meeting held on 11.02.2023 carried out an annual evaluation of its own
performance, the directors and committees of the Board based on the guideline formulated
by the Nomination & Remuneration Committee. Board composition, quality and timely flow
of information, frequency of meetings and level of participation in discussions were some
of the parameters considered during the evaluation process.
Further, during the year the Independent Directors of the Company met on 10.02.2023 to
review the performance of non- independent directors, Chairperson of the Board and the
Board of Directors as a whole. The Independent Directors had conveyed their satisfactory
opinion with regard to review and access of certain details as stated above.
The Independent Directors of the Company are being familiarized by the management and
outside professional experts at frequent intervals with regard to nature of the business,
business model, their roles, rights and responsibilities and other relevant information to
the Company. The details of the programs attended by the Independent Directors are
available on the website of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year 31st March 2023 and the date of
this report 29th May 2023.
DISCLOSURE OF ACCOUNTING TREATMENT
The Company has followed the Accounting Standards specified under Rule 3 and 4 of the
Companies (Indian Accounting Standards) Rules, 2015 (as amended) to the extent applicable,
in the preparation of the financial statements.
CORPORATE GOVERNANCE CERTIFICATE
A report on Corporate Governance as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015, is attached to this Report. of KRA & Associates, Practicing Company
Secretaries, regarding A Compliance Certificate compliance of conditions of Corporate
Governance as stipulated under the aforesaid regulation is also annexed to this report.
DIRECTORS?€™ RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(5) of the Companies Act, 2013, your
directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed;
(b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit of the company for that year; (c) the Directors had taken proper and
sufficientcare for the with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; (d) the Directors
had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors have stated that, no fraud by the Company or no material fraud
on the Company by its employees had been noticed or reported during the year.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149 (7) of the Companies Act, 2013, the Independent Directors of
the Company have given a declaration to the Company that they qualify the criteria of
independence as required under Section 149(6) of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE EVALUATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Board, based on the recommendation of the Nomination and Remuneration Committee,
had formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel of the Company. The policy covers the appointment, including criteria
for determining qualification, positive attributes, independence and remuneration of its
Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and
Remuneration Policy is given in Annexure -4. The same is also available on the
Company?€™s website under a web link : https://swelectes.com/wp-content/
uploads/2018/01/Nomination-remuneration-policy.pdf
PARTICULARS OF EMPLOYEES
Pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Amendment Rules, 2016, the required details are given in Annexure
- 5.
SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India during the year in pursuant to the directions of
Ministry of Corporate Affairs.
ACKNOWLEDGEMENT
Your Board places on record its appreciation of the support and co-operation received
from the Government of India, State Governments, Banks, Suppliers, Employees, Customers
and Vendors, whom your company looks upon as its valued partners in the path of progress.
Your Directors also wish to place on record their appreciation for the valuable services
rendered by Depositories, Stock Exchanges and the Registrar and Transfer Agent. Your
Directors thank all valuable Investors who have been with the Company all these years and
are also very much pleased to welcome all the new Investors and thank them for their
continued patronage and confidence reposed in the Management.
For and on behalf of the Board of Directors
| Sd/- |
Sd/- |
| R. CHELLAPPAN |
A. BALAN |
| Managing Director |
Joint Managing Director |
Place: Chennai Date: 29th May 2023
+91-9892691696
