To,
The Members of
SOLEX ENERGY LIMITED
Your directors have pleasure in presenting the 9th Annual
Report of your Company together with the Audited Financial Statements for the year ended
31st March, 2023.
Your Directors Report is prepared based on the Standalone
Financial Statements of the Company and the Report on the performance and financial
position of the Company.
The Companys financial performance for the year ended on 31st
March, 2023 is summarized below:
1. FINANCIAL HIGHLIGHTS (Rs. In Lakh)
| Particulars |
Current Year 2022-23 |
Previous Year 2021-22 |
| Total Income |
16438.83 |
7229.36 |
| Profit before Interest and Depreciation |
1399.88 |
222.99 |
| Less: Interest |
561.22 |
75.07 |
| Profit Before Depreciation |
838.66 |
147.92 |
| Less: Depreciation |
453.49 |
25.16 |
| Profit Before Tax |
385.17 |
122.76 |
| Less/Add: Tax Expenses |
|
|
| Taxes for Earlier years |
1.89 |
(6.20) |
| Current Tax |
66.09 |
33.02 |
| Deferred Tax |
46.11 |
(2.85) |
| Total Tax Expenses |
114.09 |
23.97 |
| Profit for the year |
271.07 |
98.79 |
2. STATE OF COMPANYS AFFAIRS
The Total Income increased from Rs. 7229.36 lakh to Rs. 16438.83 lakh
in the current year. The Profit before Tax for the year is Rs. 385.17 lakh as against Rs.
122.76 lakh in previous year. The net profit increased to Rs. 271.07 lakh from Rs.
98.79 lakh in the previous year.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE
COMPANIES ACT, 2013
During the year, the Company has not apportioned any amount to other
reserve. The profit earned during the year has been carried to the balance sheet of the
Company.
4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report.
OWN YOUR
5. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive,
non-executive and independent directors to maintain the independence of the Board, and
separate its functions of governance and management. As of March 31, 2023, the Board had
nine members, three are executive directors of which one is a woman director and Chief
Financial Officer, two non-executive, one whole time Director and three independent
directors.
The policy of the Company on directors appointment and
remuneration, including the criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under sub-section (3) of Section
178 of the Companies Act, 2013, is available on our website, at
https://solex.in/investor/,
https://solex.in/investor/composition-of-various-committees-of-board-of-directors-2/
We affirm that the remuneration paid to the directors is as per the
terms laid out in the Nomination and Remuneration Policy of the Company.
6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
There are no Subsidiary, Joint Ventures or Associate Companies and
neither have ceased to be Subsidiary, Joint Venture or Associate Companies during the
year.
7. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
8. MEETINGS OF THE BOARD OF DIRECTORS
During the year 8 (Eight) Board Meetings and one Independent
Directors meeting was held, and the details of the number of Board Meeting held
during the year as follow:
| No. of Board Meeting |
Date of Board Meeting |
| 01/2022-23 |
27.04.2022 |
| 02/2022-23 |
30.05.2022 |
| 03/2022-23 |
28.06.2022 |
| 04/2022-23 |
30.08.2022 |
| 05/2022-23 |
15.10.2022 |
| 06/2022-23 |
14.11.2022 |
| 07/2022-23 |
12.12.2022 |
| 08/2022-23 |
23.01.2023 |
Independent Directorsf Meeting:
Date of Independent Director Meeting: 16.02.2023
9. CORPORATE GOVERNANCE
As per regulation 15(2) of the SEBI LODR (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the Compliance with the Corporate Governance
provisions shall not apply in respect of the following class of the Companies:
a) Listed entity having paid up equity share capital not exceeding 10
Crore and Net Worth not exceeding 25 Crore, as on the last day of the previous financial
year; b) Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls within the ambit of aforesaid exemption of
clause (b); hence compliance with the provision of Corporate Governance as specified in
Regulation 17,17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of
sub regulation (2) of regulation 46 & Para C, D & E of Schedule V shall not apply
to the Company and it does not form the part of the Annual Report for the financial year
2022-2023.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Management Discussion and Analysis, as required in terms of
Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms part of this report and it deals with the Business Operations and
Financial Performance, Research & Development Expansion & Diversification, Risk
Management, Marketing Strategy, Safety & Environment, Human Resource Development,
significant changes in key financial ratios etc. in ANNEXURE-A
11. DIVIDEND
The Board of Directors at its meeting held on 22nd May, 2023
have recommended a payment of dividend of Rs. 0.15 per equity share of the face value of
Rs. 10/- each for the financial year ended 31st March, 2023, subject to
approval of the shareholders of the Company at the ensuing Annual General Meeting. Also,
there is no obligation of company to transfer the unpaid/unclaimed dividend in IEPF
account during the year.
12. SHARE CAPITAL:
AUTHORISED SHARE CAPITAL
As on 31st March, 2023, the Authorized Share Capital of the
Company is Rs. 8,00,00,000/- (Eight Crore Only) consisting 80,00,000 (Eighty Lakh Only)
Equity shares of Rs.10/- Each.
PAID UP SHARE CAPITAL
As on 31st March, 2023, the Paid-up share capital of the
Company is Rs. 8,00,00,000/- (Eight Crore Only) consisting 80,00,000 (Eighty Lakh Only)
Equity shares of Rs. 10/- each.
13. DEPOSITS
Our Company has not accepted any deposits from the public within the
meaning of Section 73 and 74 of the Companies Act, 2013 and read with the Companies
(Acceptance of Deposits) Rules, 2014 for the year ended 31st March, 2023.
14. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF
ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF
THE COMPANY
The Company has formalised Risk Management system by formulating and
adopting Risk Management Policy to identify, evaluate, monitor and minimize the
identifiable business risk in the Company. This is an ongoing process and the Audit
Committee periodically reviews all the risk and suggests the necessary steps to mitigate
the risk if any such as strategic, financial, credit, market, liquidity, security,
property, IT, legal, regulatory, reputational and other risks those have 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 of the Company.
15. THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE
YEAR
The Company does not fall in any of the criteria of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 and hence the Company is not required to comply with the same.
16. DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Anil Rathi (DIN: 01405654) will retire by
rotation at the ensuing Annual General Meeting and is being eligible for re-appointment.
The Board of directors, on recommendation of the Nomination and
Remuneration Committee (NRC), had re-appointed Mr. Rajeshbhai Tulsibhai Patel (DIN:
07920531) as an Independent Director of the Company, not liable to retire by rotation, for
a second term of five (5) consecutive years commencing from 24th October, 2022 to 23rd
October, 2027 subject to approval of the shareholders of the Company at the ensuing Annual
General Meeting.
The Board of directors, on recommendation of the Nomination and
Remuneration Committee (NRC), had changed the designation of Mr. Kalpeshkumar Ramanbhai
Patel (DIN: 01066992) from Joint Managing Director to Whole Time Director of the Company
for a term of three (3) years from May 30, 2022 to May 29, 2025.
The Board of directors, on recommendation of the Nomination and
Remuneration Committee (NRC), had appointed Mr. Amit Dalpatram Trivedi (DIN: 08450070) as
an Additional Director (Non-Executive, Independent) w. e. f. December 12, 2022 and the
same will be regularized in the 9th Annual General Meeting to be held on
September 29, 2023.
17. NOMINATION AND REMUNERATION POLICY
The Board has, on recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors, senior Management
and their Remuneration including criteria for determining qualifications, positive
attributes, Independence of a director. The said policy has also been uploaded on the
Companys website at https://solex.in/investor/
18. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES
AND OF INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own
performance, its Committees and Individual Directors pursuant to the requirements of the
Companies Act, 2013 and rules made thereunder and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and schedule prescribed thereunder.
The Performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, e ectiveness of board processes, information and functioning etc.
In a separate meeting of independent directors held on Thursday,
February 16, 2023, the performance of non- independent directors, the Board as a whole,
and the chairman of the company were evaluated, taking into account the views of executive
directors and non-executive directors.
19. AUDITORS
Statutory Auditors
The Board of Directors at its meeting held on 30th August,
2022, as per the recommendation of the Audit Committee, and pursuant to the provisions of
Section 139 of the Companies Act, 2013, have appointed M/s. HRK & Co., Chartered
Accountants, (Firm Registration No: 146985W), Vapi to hold the office from the conclusion
of the 8th Annual General Meeting till the conclusion of 13th Annual
General Meeting of the Company.
The Auditors Report annexed to the financial statements for the
year under review does not contain any qualifications.
Internal Auditors
The Board of Director in their meeting held on 30th August,
2022, appointed M/s Savjani & Associates, Chartered Accountants, as Internal Auditor
of the Company in terms of Section 138 of the Companies Act, 2013 and rules made
thereunder, for Financial Year 01/04/2022 to 31/03/2023, 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 has appointed M/s. RPAP & Co., Practicing Company Secretaries, Ahmedabad (Peer
Review No.: 1305/2021) to undertake the Secretarial Audit of the Company. The Report of
the Secretarial Audit is annexed herewith marked as ANNEXURE -B to this Report. The
Secretarial Auditor has not made any adverse comments or given any qualification,
reservation or adverse remarks or disclaimer in their Audit Report.
20. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records
maintained by the Company in respect of its activity are required to be audited.
Your directors had, on recommendation of the Audit Committee, appointed
M/s P.K. Chatterjee & Associates, to audit the cost accounts of the Company for the
financial year ending 31st March 2023 on a remuneration of Rs. 35,000/- plus
applicable taxes and out of pocket expenses, if any incurred during the course of audit.
As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors
is required to be placed before the Members in a general meeting for their ratification.
Accordingly, a Resolution seeking Members ratification for the remuneration payable
to M/s P.K. Chatterjee & Associates, the Cost Auditors is included at Item No. 4 of
the Notice convening the Annual General Meeting.
21. EXPLANATION OR COMMENTS ON DISQUALIFICATIONS, RESERVATIONS, ADVERSE
REMARKS OR DISCLAIMERS IN THE AUDITORS REPORTS
There have been no disqualifications, reservations, adverse remarks or
disclaimers in the auditors reports, requiring explanation or comments by the Board.
22. COMMITTEES OF THE BOARD
Pursuant to Section 177 and 178 of the Companies Act, 2013 read with
Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014, the Audit and
Nomination and Remuneration Committee of the Company is re-constituted due to resignation
of Mr. Kamlesh Yagnik from Audit and Nomination and Remuneration Committee and appointment
of Mr. Amit Dalpatram Trivedi w.e.f. 12.12.2022.
During the financial year ended on 31st March, 2023, the
Company was not required to constitute a Stakeholders Relationship Committee under Section
178(5) of the Companies Act, 2013 as the company does not have more than one thousand
shareholders, debenture-holders, deposit-holders and any other security holders at any
time during a financial year.
In compliance with the requirement of applicable laws and as part of
best governance practices, the Company has following Committees of the Board as on 31st
March, 2023.
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. Vipul Mulchand Shah |
Member |
Non-Executive Director |
| Mr. Amit Dalpatram Trivedi |
Member |
Non-Executive-Independent Director |
During the financial year ended on 31st March 2023, 5 (Five)
meetings of the Audit Committee were held on 27th April 2022, 30th
May 2022, 28th June 2022, 30th August 2022 and 14th
November 2022.
NOMINATION AND REMUNERATION COMMITTEE
>
| Name of the Director |
Status in Committee |
Nature of Directorship |
| Mr. Rajeshbhai Tulsibhai Patel |
Chairman |
Non-Executive-Independent Director |
| Mr. Vipul Mulchand Shah |
Member |
Non-Executive Director |
| Mr. Amit Dalpatram Trivedi |
Member |
Non-Executive-Independent Director |
During the financial year ended on 31st March 2023, 6 (Six) meetings of
the Nomination and Remuneration Committee were held on 27th April 2022, 30th
May 2022, 30th August 2022, 15th October 2022, 14th
November 2022 and 12th December 2022.
Terms of Reference: Audit Committee:
Every Audit Committee shall act in accordance with the terms of
reference specified in writing by the Board which shall, inter alia, include;
(i) the recommendation for appointment, remuneration and terms of
appointment of auditors of the company;
(ii) review and monitor the auditors independence and
performance, and effectiveness of audit process;
(iii) examination of the financial statement and the auditors
report thereon;
(iv) approval or any subsequent modification of transactions of the
company with related parties;
Provided that the Audit Committee may make omnibus approval for related
party transactions proposed to be entered into by the company subject to such conditions
as may be prescribed.
Provided further that in case of transaction, other than transactions
referred to in section 188, and where Audit Committee does not approve the transaction, it
shall make its recommendations to the Board:
Provided also that in case any transaction involving any amount not
exceeding one crore rupees is entered into by a director or officer of the company without
obtaining the approval of the Audit Committee and it is not ratified by the Audit
Committee within three months from the date of the transaction, such transaction shall be
voidable at the option of the Audit Committee and if the transaction is with the related
party to any director or is authorised by any other director, the director concerned shall
indemnify the company against any loss incurred by it: Provided also that the provisions
of this clause shall not apply to a transaction, other than a transaction referred to in
section 188, between a holding 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 related matters.
Nomination and Remuneration Committee:
Every Nomination and Remuneration Committee shall act in accordance
with the terms of reference specified in writing by the Board which shall, inter alia,
include;
(i) The Nomination and Remuneration Committee shall identify persons
who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and
removal and shall specify the manner for effective evaluation of performance of Board, its
committees and individual directors to be carried out either by the Board, by the
Nomination and Remuneration Committee or by an independent external agency and review its
implementation and compliance.
(ii) The Nomination and Remuneration Committee shall formulate the
criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration for the
directors, key managerial personnel and other employees.
(iii) The Nomination and Remuneration Committee shall, while
formulating the policy under sub-section (3) ensure that;
(a) the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality required to run the
company successfully; (b) relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and (c) remuneration to directors, key managerial
personnel and senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the
company and its goals.
23. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178
During the financial year ended on 31st March, 2023, the
Company has constituted a Nomination and Remuneration Committee under Section 178(1) of
the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers)
Rules, 2014.
24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
The investments were made by the Company during the year in compliance
with section 186 of the Companies Act, 2013.
25. DIRECTORSf RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act,
2013, the Board of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures.
ii. They have in the selection of the accounting policies, consulted
the Statutory Auditors and has 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 as at 31st March, 2023 and of the profit or loss of the
company for that period.
iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities,
to the best of its knowledge and ability.
iv. They have prepared the annual accounts on a going concern basis.
v. 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 efficiently.
vi. 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.
26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company has been exempted from reporting on Business Responsibility
and Sustainability Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT
There was no instance of fraud during the year under review, which
required the statutory auditors to report to the audit committee and /or Board under
section 143(12) of Act and rules framed thereunder.
28. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149
All Independent Directors (IDs) have given declaration that they meet
the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.
In the opinion of the Board, they fulfil the conditions of independence, integrity,
expertise and experience (including the proficiency) as specified in the act and the rules
made thereunder and are independent of the management. The details terms of appointment of
IDs are disclosed on the companys website with following link
https://solex.in/investor/
29. RE-APPOINTMENT OF INDEPENDENT DIRECTOR
Mr. Rajeshbhai Tulsibhai Patel was appointed as an independent director
for the first term of five (5) years effective from October 24, 2017 . His office of
directorship is due for reappointment on October 23, 2022. Based on the recommendation of
the nomination and remuneration committee and after taking into account the performance
evaluation of his first term of five (5) years and considering the knowledge, expertise,
experience and the substantial contribution he brings to the Board, the committee has
recommended the reappointment of Rajeshbhai Tulsibhai Patel to the Board for a second term
of five years. The
Board, at its meeting held on October 15, 2022, approved the
reappointment of Rajeshbhai Tulsibhai Patel as an independent director of the Company with
effect from October 24, 2022 to October 23, 2027, whose office shall not be liable to
retire by rotation.
30. ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is
available on the website of the Company at URL
https://solex.in/annual-return-under-section-92-of-the-companies-act-2013/.
31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as gANNEXURE
-Ch to this report.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUB-SECTION (1) OF SECTION 188
All related party transactions that were entered during the financial
year were in the ordinary course of the business of the Company and were on arms
length basis. There were no materially significant related party transactions entered with
Promoters, Directors, Key Managerial Personnel or other persons which may have a potential
conflict with the interest of the Company. The transactions entered into, pursuant to the
omnibus approval so granted, are audited and a statement giving details of all related
party transactions is placed before the Audit Committee and the Board of Directors for
their approval. The policy on materiality of Related Party Transactions and also on
dealing with Related Party Transactions as approved by the Audit Committee and the Board
of Directors is uploaded on the website of the Company https://solex.in/investor/. Since
all related party transactions entered into were in the ordinary course of business and
were on an arms length basis, form AOC-2 is annexed herewith as ANNEXURE -D
to this report.
33. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism or ‘Whistle Blower Policy for directors,
employees and other stakeholders to report genuine concerns has been established. The
Company has built a reputation for doing business with honesty and integrity over the
years, and has shown zero tolerance for any sort of unethical behaviour or wrong doing or
suspected fraud or violation of the Companys Code of Conduct or policy.
Whistle-blower Policy and Code of Business Conduct have been hosted on the website of the
Company.
https://solex.in/investor/details-of-establishment-of-vigil-mechanism-whistle-blower-policy/
34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
The company is in compliance with the Secretarial Standard on Meeting
of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of
Company Secretaries of India and approved by the Central Government.
35. NON-APPLICABILITY OF INDIAN ACCOUNTING STANDARDS
As per Provision to sub rule (1) of Rule 4 of the companies (Indian
Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th
February, 2015, Companies whose shares are listed on SME exchange as referred to in
Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are
exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As
your Company is also listed on SME Platform of NSE Limited, is covered under the exempted
category and is not required to comply with IND-AS for preparation of financial statements
beginning with period on or after 1st April, 2017.
36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as
ANNEXURE- E
37. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company believes that a strong internal control framework is
necessary for business efficiency, management effectiveness and safeguarding assets. The
Company has a well-defined internal control system in place, which is designed to provide
reasonable assurance related to operation and financial control. The Management of the
Company is responsible for ensuring that Internal Financial Control has been laid down in
the Company and that controls are adequate and operating adequately.
The Internal Auditors evaluates the efficacy and adequacy of internal
control system, its compliance with operating systems and policies of the Company and
accounting procedures at all the locations of the Company. Based on the report of the
Internal Auditors, process owners undertake corrective action in their respective areas
and thereby strengthen the controls. Significant audit observations and corrective actions
thereon are placed before the Audit Committee of the Board. The Internal Audit also
continuously evaluates the various processes being followed by the Company and suggests
value addition, to strengthen such processes and make them more effective.
38. 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 going concern status and companys operation in future during the year
under review.
39. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based
complaints redress system. The salient features of this system are centralized database of
all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies
and online viewing by investors of actions taken on the complaint and its current status.
Your Company has been registered on SCORES and makes every e ort to resolve all investor
complaints received through SCORES or otherwise within the statutory time limit from the
receipt of the complaint. The Company has not received any complaint on the SCORES during
financial year 2022-23.
40. DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of sexual harassment policy in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassment. All employees, workers and trainees (whether in
office premises or outside while on assignment) are covered under this policy.
Your Company has adopted a policy on prevention, prohibition and
redressal of sexual harassment at the workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules made there under.
Your Company has constituted an Internal Complaints Committee to handle
all clearing and forwarding Agency where our employees are working and Manufacturing site.
Disclosures in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
a. number of complaints filed during the financial year: Nil b. number
of complaints disposed of during the financial year: Nil c. number of complaints pending
as on end of the financial year: Nil
41. DISCLOSURE IN RESPECT OF EQUITY SHARES TRANSFERRED IN THE
SOLEX
ENERGY LIMITED- UNCLAIMED SUSPENSE ACCOUNT:
There are no such instances during the year which requires transfer of
equity shares to Unclaimed Suspense Account.
42. CREDIT RATING
The rating assessment undertaken by India Ratings & Research
Private Limited, where they have affirmed the ratings IND BB+/Stable to Solex Energy
Limited. The outlook is stable.
43. CERTIFICATION
Solex modules have undergone rigorous testing and obtained various
certifications, ensuring their world-class quality and reliability. The manufacturing
facilitys certifications are commitment to quality, environmental sustainability, and
safety in the production process. Solex Modules have obtained certification from the
Bureau of Indian Standards (BIS) and are listed in the Approved List of Models and
Manufacturers (ALMM).
List of certificates are given below:
IEC 61215-1 & 2: 2016 - Design & Type Approval IEC 61730-1
& 2: 2016 - Safety Qualification IEC 61701: 2020 - Salt Mist Corrosion IEC 62804: 2015
PID (Potential-Induced Degradation)
IEC 61853-1 & 2: 2016 - PAN File & IAM Qualification
(Performance testing for photovoltaic devices) IEC 60068-2-68: 1994 - Environmental
Testing - Sand & Dust IEC 62716: 2013 - Ammonia Corrosion IEC 60904-1 - Calibration
Module (Modules) IEC TS 63342: 2022 LeTID (Light and elevated temperature induced
degradation) IEC 61215-2 (MQT 08, 19.1) LID (Light-Induced Degradation) CEC 300: 2018
California (Energy Commissions photovoltaic module quality standard) UL 61730-1 & 2:
2017 - Safety Qualification CE MARK - European Conformity marking indicating compliance
with European Union directives.
Certifications for Solexs Manufacturing Facility: ISO 9001:2015 -
Quality Management System
ISO 14001:2015 - Environmental Management System
OHSAS 45001:2018 - Occupational Health and Safety Management System
44. ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities, Customers, Vendors
and Shareholders during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed service of the executives, staff and
workers of the Company.
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