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NSE
1071.60
Change Change %
22.70 2.16%

Updated:20 Sep, 2019, 15:59 PM IST

BSE
1078.90
Change Change %
30.15 2.87%

Updated:20 Sep, 2019, 16:01 PM IST

REPORT ON CORPORATE GOVERNANCE

INTRODUCTION:

Corporate Governance standards for listed companies are regulated by the Securities and Exchange Board of India (SEBI), through Clause 49 of the listing agreement of the Stock Exchanges. The Company has adopted best practices mandated in Clause 49. This chapter, along with those in the Management Discussion and Analysis section and Additional Shareholder Information, reports the Company's compliance with Clause 49.

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:

SOLARS' philosophy of Corporate Governance is founded on the pillars of fairness, accountability, disclosures and transparency. These pillars have been strongly cemented which is reflected in your Company's business practices and work culture. The sound governance processes and systems guide the Company on its journey towards continued success. The practice of responsible governance has enabled your Company to achieve sustainable growth, while meeting the aspirations of its stakeholder's and societal expectations.

Your Company is committed to sound principles of Corporate Governance with respect to all of its procedures, policies and practices. The governance processes and systems are continuously reviewed to ensure highest ethical and responsible standards being practiced by your Company. Comprehensive disclosures, structured accountability in exercise of powers, adhering to best practices and commitment to compliance with regulations and statutes in letter as well as spirit have enabled your Company to enhance shareholder value. In fact, this has become an integral part of the way the business is done.

SOLAR recognises that good Corporate Governance is a continuous exercise and reiterates its commitment to pursue highest standards of Corporate Governance in the overall interest of all its stakeholders. For effective implementation of the Corporate Governance practices.

SOLAR has a well–defined policy framework inter–alia consisting of the following:

• Code of Conduct for Directors and Senior Management Personnel

• Code of Conduct for prevention of Insider Trading

• Remuneration Policy for Directors, KMP and other Employees

• Integrity Pact to enhance transparency in business

• Whistle Blower Policy

• Conduct, Discipline and Appeal Rules for employees

• Corporate Social Responsibility Policy

• Human Resources Initiatives

For effective, efficient, transparent and ethical functioning, SOLAR has four layers of Corporate Governance:

• Governance by Board of Directors.

• Governance by Sub Committees of Board of Directors.

• Governance by Shareholders.

• Governance of the Management Process.

FIRST LAYER GOVERNANCE BY BOARD OF DIRECTORS

composition:

The Company has 11 Directors of which 5 are Executive Director and 6 are Non–Executive Independent Directors including a woman director who was appointed as an additional director in the category of Independent Director. The composition of the Board is in conformity with clause 49 of the listing Agreement entered into with the stock Exchanges

INDEPENDENT DIRECTORS

Selection Criteria

Considering the skill matrix required for nominating as Independent Director on the Board of Directors of the Company, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company's business and policy decisions are shortlisted by the Human Resources Department and thereon, the Nomination and Remuneration Committee, shall consider and recommend for the appointment, as Independent Directors to the Board of Directors of the Company. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons. The Board considers the Committee's recommendation, and takes appropriate decision.

Declarations

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

Separate Meetings of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was

held to:

i. Review the performance of non–independent directors and the Board as a whole,

ii. Review the performance of the Chairperson of the company, taking into account the views of executive directors and non­executive directors,

iii. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Familiarisation Program of Independent Directors

The Independent directors of Solar Industries India Limited are eminent personalities having wide experience in the field of business, finance, education, industry, commerce and administration. Their presence on the Board has been advantageous and fruitful in taking business decisions. Independent Directors are appointed as per the Governance guidelines of the Company, with management expertise and wide range of experience.

The Directors appointed by the Board are given induction and orientation with respect to the Company's vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations by having one–to–one meetings. The new Board members are also requested to access the necessary documents / brochures, Annual Reports and internal policies available at our website www.solargroup.com   to enable them to familiarise with the Company's procedures and practices.

Periodic presentations are made by Senior Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent directors.

INFORMATION PROVIDED TO ALL The MEMBERS OF BOARD OF DIRECTORS:

The Board of Directors of the company plays the primary role in ensuring good governance and functioning of the Company. All statutory and other significant and material information including information as mentioned in Clause 49 of the Listing Agreement is placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the shareholders. The Board also reviews periodically the compliance of all applicable laws. The Members of the Board have complete freedom to express their opinion and decisions are taken after detailed discussion.

The normal business of the Board includes:

• Annual operating plans and budgets, capital budgets and any updates thereon.

• Quarterly results of the Company.

• Board remuneration policy and individual remuneration packages of Directors.

• Convening a meeting of shareholders of the Company, setting the agenda thereof and ensuring that a satisfactory dialogue with shareholders takes place.

• Declaration / recommendation of interim / final dividend.

• Review of functioning of the Board and its Committees.

• Review of functioning of the Subsidiary Companies.

• Annual review of accounts for adoption by shareholders.

• Materially important show cause, demand, prosecution and penalty notices.

• Fatal or serious accidents or dangerous occurrences.

• Any materially significant effluent or pollution problems.

• Any materially relevant default in financial obligations to and by the Company or substantial non–payment for goods sold by the Company.

• Details of any Joint Venture or Collaboration Agreement.

• Transactions that involve substantial payment towards goodwill, brand equity or intellectual property.

• Significant labour problems and their proposed solutions.

• Significant development in the human resources and industrial relations front.

• Sale of material nature of investments, subsidiaries and assets, which is not in the normal course of business.

• Quarterly details of foreign exchange exposure and the steps taken by management to limit the risks of adverse exchange rate movement.

• Review of related party transactions

• Minutes of Board meetings of unlisted subsidiary companies

• Declaration of Independent Directors at the time of appointment/annually

• Disclosure of Directors' interest and their shareholding

• Appointment or removal of the Key Managerial Personnel (KMP) and officer one level below KMP.

• Appointment of Secretarial Auditors.

• Compliance Certificate certifying compliance with all laws as applicable to the Company.

• Reconciliation of Share Capital Audit Report under SEBI (Depositories and Participants) Regulations, 1996.

The Board of Directors of the Company are presented with all information under the above heads, whenever applicable. These are submitted either as part of the agenda papers well in advance of the Board Meeting or are tabled in the course of the Board meeting.

BOARD PROCEDURES

Your Company holds generally at least four Board Meetings in a year, one in each quarter to review the financial results and other items of the agenda and the gap between the two Board Meetings do not exceed four calendar months. Apart from the four scheduled Board meetings, additional Board meetings are also convened to address the specific requirements of the Company. Urgent matters are also approved by the Board by passing resolutions through circulation. Every Director on the Board is free to suggest any item for inclusion in the agenda for the consideration of the Board.

MEETINGS DURING THE YEAR:

During the year 2014–15, the Board of Directors met five times i.e. May 26, 2014, August 04, 2014, November 10, 2014, and January 22, 2015 and March 23, 2015.The gap between any two meetings has been less than four months.

DIRECTORS SHAREHOLDING

Table 4 provides details of equity shares held by each of the Directors in their individual name as on March 31, 2015.

DETAILS OF NON–COMPLIANCE BY THE COMPANY, PENALTIES, AND STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI OR ANY STATUTORY AUTHORITY, ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters related to the capital markets during the last three years. There were no penalties imposed nor any strictures passed on the Company by the Stock Exchanges, SEBI or any other statutory authority relating to the above.

CODE OF CONDUCT:

The Board of Directors laid down a Code of Conduct for all the board members and senior management of the Company. This code has been posted on the web–site of the Company at www.solargroup.com  .

All board members and senior managerial personnel have affirmed compliance with the code. The declaration to this effect is signed by Chief Executive Officer, Shri Kundan Singh Talesra is given in this annual report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Stakeholders Relationship, Committee and CSR Committee. An Evaluation policy have been prepared to evaluate the performance of individual Directors including the Chairman of the Board, Independent Directors, Secretarial Department, Chief Financial Officer along with the Board as a whole after taking into consideration inputs received from the functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.On the basis of said policy a structured questionnaire was prepared to evaluate the performances mentioned in the same policy.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

SECOND LAYER GOVERNANCE BY SUB COMMITTEES OF BOARD OF DIRECTORS

While the whole board remains accountable for the performance and affairs of the company, it delegates certain functions to sub–committees and management to assist in discharging its duties. Appropriate structures for those delegations are in place, accompanied by monitoring and reporting systems. Each sub–committee acts within agreed, written terms of reference. The chairman of each sub–committee reports at each scheduled board meeting. The Committees also make specific recommendations to the Board on various matters from time–to time. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

The Company has Four Board – level Committees, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

AUDIT COMMITTEE

The terms of reference of this Committee are very wide. Beside, having access to all the required information from within the Company, the Committee can obtain external professional advice whenever required. The Committee acts as the link between Statutory and Internal Auditor and the Board of Directors of the Company. It reviews Financial Statements and investment of unlisted subsidiary companies, Management Discussion & Analysis of financial condition and results of operations etc.

Powers of Audit Committee:

• To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board

• To discuss any related issues with the internal and statutory auditors and the management of the company.

• To investigate into any matter in relation to the items or referred to it by the Board

• To obtain professional advice from external sources

• To have full access to information contained in the records of the company.

The primary responsibilities of the Audit Committee are to:

• Review the Matters required to be included in the Director's Responsibility Statement forming part of Board Report.

• Review the Changes, if any, in the accounting policies and practices and reasons or the same.

• Adopt and review formal written charter approved by the Board for its self–Governance. The Charter is reviewed by the Committee from time–to–time and necessary amendments as may be required are made in it

• Supervise the financial reporting process,

• Review the quarterly and annual financial results before placing them to the Board along with related disclosures and filing requirements,

• Review the adequacy of internal controls in the Company, including the plan, scope and performance of the internal audit function,

• Discuss with management the Company's major policies with respect to risk assessment and risk management,

• Hold discussions with statutory auditors on the nature and scope of audits and any views that they have about the financial control and reporting processes,

• Ensure compliance with accounting standards and with listing requirements with respect to the financial statements,

• Review the functioning of the Vigil Mechanism and Whistle Blower mechanism

• Approval of appointment of the CFO or any other person heading the finance function or discharging that function after assessing qualifications, experience and background, etc. of the candidate

• Reviewing financial statements, in particular the investments made by the Company's unlisted subsidiaries

• Recommend the appointment, removal of Statutory auditors and their fees,

• Recommend the appointment and removal of Internal auditors and their fees,

• Recommend the appointment and removal of Cost auditors and their fees,

• Recommend the appointment of Branch auditors and their fees,

• Review the independence of auditors,

• Ensure that adequate safeguards have been taken for legal compliance both for the Company and its other Indian as well as foreign subsidiaries,

• Review of related party transactions entered into by the Company pursuant to each omnibus approval given.

• Review of statement of significant related party transactions as submitted by the Management

• Perform other activities consistent with the charter, Company's Memorandum and articles, the Companies Act, 2013 and other governing laws.

The Statutory Auditors, Internal Auditors and the Chief Financial Officer of the Company are invited to attend and participate at the meetings of the Committee.

The Cost Auditors attend the Audit Committee Meetings where Cost Audit Reports are discussed. The due date for filing the Cost Audit Report for the financial year ended March 31, 2015 is October 30, 2015

The Chairman of the Audit Committee Shri Anant Sagar Awasthi attended the last Annual General Meeting held on September 04, 2014.

M/s Patel Madan Malpani & Co., M/s Ekbote Deshmukh & Co. and M/s B.K Banka & Associates were the firms those performed the Internal Audit function of the Group for the year 2014 – 2015.

MEETINGS DURING THE YEAR:

The Committee met five times during the year under review. The Committee meetings were held on May 26, 2014, August 04, 2014, November 10, 2014, January 22, 2015 and March 23, 2015.The gap between any two meetings has been less than four months.

COMPOSITION AND ATTENDANCE

The Attendance at the meetings was as under:

The Company Secretary, Mrs. Khushboo A. Pasari acts as the Secretary to the Audit Committee.

In pursuance, to Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the members of the Audit Committee possess financial / accounting expertise / exposure.

RISK MANAGEMENT

The Explosive business has a specific set of risk characteristics which need to be carefully evaluated managed and mitigated, in order to effectively manage the cyclic nature of demand, the management has adopted an internal risk management protocol. Risk management covers the entire process of business including inter–alia Capital investment, technology development, customer acquisition/ retention.

Your company has a well–defined risk management framework in place. Further, your company has established procedures to periodically place before the Board, the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

We have included a separate section on Risk Management under Management Discussion and Analysis.

WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has during the year put in place a mechanism wherein the Employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Corporate Governance policies or any improper activity to the Chairman of the Audit Committee of the company or Chairman of the Company or Corporate Governance Cell. The Whistle Blower Policy has been appropriately communicated within the company. Under the Whistle Blower Policy, the confidentiality of those reporting violations is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee.

MANAGEMENT DEVELOPMENT

The Management's Discussion and Analysis on Company's performance – industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable are covered and forms part of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

This Committee has been vested with authority to inter alia recommend nominations for Board Membership, develop and recommend policies with respect to the composition of the Board Commensurate with the size, nature of the business and operations of the Company, establish criteria for selection to the Board with respect to the competencies, qualifications, experiences, track record and integrity and establish Director retirement policies and appropriate succession plans and determining overall remuneration policies of the Company.

The principal scope / role also include review of market practices and decide on remuneration packages applicable to Executive Directors, Senior Managerial Personnel, etc and review the same.

The Nomination and Remuneration Committee will lay the foundation to the effective functioning of the Board. The primary responsibilities of this Committee are to:

1. Identifying potential candidates who are qualified to become Directors and who may be appointed in senior management.

2. Determining the composition of the Board of Directors and the sub–committees of the board.

3. Carry out evaluation of every director's performance.

4. Formulate the criteria for determining qualifications, positive attributes and independence of a director.

5. Recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

6. To assist the Board's overall responsibility relating to executive compensation and recommend to the Board appropriate compensation packages for Whole–time Directors and Senior Managerial personnel in such a manner so as to attract and retain the best available personnel for position of substantial responsibility with the Company.

7. Overall responsibility of approving and evaluating the compensation plans, policies and programs for all the Executive Directors and Senior Managerial Personnel.

MEETINGS DURING THE YEAR:

The Committee met five times during the year under review. The Committee meetings were held on May 26, 2014, August 04, 2014, November 10, 2014, January 22, 2015 and March 23, 2015. The gap between any two meetings has been less than four months.

REMUNERATION POLICY AND CRITERIA OF MAKING PAYMENTS TO DIRECTORS, SENIOR MANAGEMENT AND KEY MANAGERIAL PERSONNEL

In determining the remuneration of Chairman, Executive Director, Senior Management Employees and Key Managerial Persons the Committee shall ensure / consider the following:

a) The relationship of remuneration and performance benchmark is clear,

b) The relative performance of the Company to the industry performance and review of remuneration packages of managerial personnel of other organizations.

c) Perquisites and retirement benefits are paid according to the Company policy as applicable to senior executives of the Company, subject to prescribed statutory ceiling.

d) The remuneration of employees largely consists of basic salary, perquisites, bonus and performance incentives. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience / merits, performance of each employee. The main objective of the remuneration policy is to motivate each and every employee and to stimulate excellence in their performance, recognize merits / achievements in order to retain the talent in the Company and to promote the feeling of belongingness

An Independent Director shall be entitled to receive sitting fees for each meeting of the Board and Committee of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Executive Directors Remuneration: The remuneration package of the Executive Directors is normally decided over a period for 3/5 years by the Nomination and Remuneration Committee. The remuneration paid to the Executive Directors during the financial year 2014 – 2015 is provided in next page:

Non–Executive Independent Directors Remuneration:

All the Six Non–Executive Independent Directors are, Independent Directors i.e. independent of management and free from any business or other relationship that could materially influence their judgment. All the Independent Directors satisfy the criteria of independence as defined under listing agreement with Indian Stock Exchanges.

Non–Executive Independent Directors were only paid sitting fees for attending Board and Board Committee meetings for the year 2014 – 2015. None of the Non–Executive Directors held any shares in the Company.

No stock options were issued by the Company during the year under report.

The sitting fees [remuneration] paid to the Non–Executive Independent Directors during the financial year 2014 – 2015 is as below:

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is responsible for the satisfactory redressal of investor complaints and recommends measures for overall improvement in the quality of investor services.

1. Approve transfers, transmissions, issue of duplicate certificates, transpositions, change of names etc. and to do all such acts, deeds, matters and things as connected therein.

2. Monitor and review any investor complaints received by the Company or through SEBI, SCORES and ensure its timely and speedy resolution, in consultation with the Company Secretary, Compliance officer and Registrar and Share Transfer Agent of the Company.

3. Monitor implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading

4. Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / amendment or modification as may be applicable

5. Perform such other functions as may be necessary or appropriate for the performance of its duties

MEETINGS DURING THE YEAR:

The Committee met five times during the year under review. The Committee meetings were held on May 26, 2014, August 04, 2014, November 10, 2014, January 22, 2015 and March 23, 2015.The gap between any two meetings has been less than four months.

NATURE OF COMPLAINTS AND REDRESSAL STATUS

During the past financial year, the complaints received by us were general in nature, which include issues relating to the change of address, non–receipt of Dividend Warrants, Annual Reports etc. All these complaints/queries were resolved to the satisfaction of investors.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of the Companies Act, 2013 Solar Industries India Limited has constituted Corporate Social Responsibility (CSR) Committee on May 26, 2014.

Terms of Reference

To formulate and recommend to the Board, a CSR Policy and the activities to be undertaken by the Company as per Schedule VII of the Companies Act, 2013,

1. To recommend amount of expenditure on CSR activities,

2. To monitor CSR Policy of the company.

3. During the year, Company has framed the CSR Policy which is available at its website: www.solargroup.com .

MEETINGS DURING THE YEAR:

The Committee met five times during the year under review. The Committee meetings were held on May 26, 2014, August 04, 2014, November 10, 2014, January 22, 2015 and March 23, 2015.The gap between any two meetings has been less than four months.

The Company Secretary Mrs. Khushboo Pasari acts as the Secretary to the Committee.

COMMITTEE MINUTES

Minutes of all the Committees of the Board are prepared by the Secretary of the Committee, approved by the Chairman of the Meeting, entered in their respective Minutes Book within stipulate time frame, circulated to the Board in the Agenda for the succeeding meeting and adopted and taken on record.

SUBSIDIARIES

All Subsidiary Companies are managed with their Board of Directors having rights and obligations to manage such companies in the best interest of their stakeholders. Following are the means by which Solar Industries India Limited monitors the performance of its subsidiaries:

• The financial statements of the unlisted Indian and foreign Subsidiary Companies are being placed before the Board on quarterly basis after the review of Company's Audit Committee

• Minutes of all the Subsidiaries of the Company are prepared by the Secretary and are placed before the Company's Board regularly.

• A statement containing all significant transactions and arrangements entered into by unlisted subsidiary companies is placed before the Company's Board and Audit commitee.

RECONCILIATION OF SHARE CAPITAL AuDIT

A qualified practicing Company Secretary Shri Tushar Pahade has carried out Share Capital Audit every quarter to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate total number of shares in physical form, shares allotted & advised for demat credit but pending execution and the total number of dematerialized shares held with NSDL

and CDSL.

DISCLOSURE OF RELATED PARTY TRANSACTIONS:

There are no materially significant Related Party Transactions of the Company which have potential conflict with the interests of the Company at large. The board has approved a policy for related party transactions which has been uploaded on the Company's website at the following link <http://solargroup.com/uploads/investors/policies/PRPT.pdf>

b) Whether Special resolutions were put through Postal Ballot last yearRs. YES

c) Are Special resolutions proposed to be put through Postal Ballot this YearRs. YES

During the year under review, the Company has conducted the postal ballot process and has passed the following resolution:

• The members of the Company have approved the amendment in the object clause of the Memorandum of Association of the Company.

• The limits of Borrowings as provided under Section 180(1)(c) has been duly approved by the members.

• The members of the Company had accorded their consent to the Board of Directors of the Company in accordance with Section 180(1)(a) relating to the borrowings of the Company.

• The members of the Company has approved the maximum limit (in value) of the transactions with related parties as required under Section 188 of Companies Act, 2013.

d) During the year under review, No Extraordinary General Meeting of the Members of the Company was convened. But the date of announcement of results of Postal Ballot which is August 04, 2014 was treated as Extraordinary General Meeting

Quarterly Results

Quarterly results are published in numerous leading dailies such as, The Economic Times (Mumbai Edition), Financial Express (All Editions) and Loksatta (Nagpur Edition). All financial and other vital official news are also communicated to the concerned stock exchanges and are posted on the website www.solargroup.com  

Presentations to Institutional investors or analysts

During 2013 –14, presentations made to institutional investors or analysts by Solar Industries India Limited are displayed on the Company's website www.solargroup.com

Company's Corporate Website

The Company's website www.solargroup.com  is a comprehensive reference on Solar's management, vision, mission, policies, corporate governance, corporate sustainability, investor relations etc.

The section on investor relations serves to inform the shareholders, by giving complete financial details, shareholding patterns, corporate benefits, information relating to stock exchanges, registrars and Share transfer Agents.

Annual Report

Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements, Director's Report, Auditor's Report and other important information is circulated to members and others entitled thereto. The Management Discussion and Analysis (MD&A) Reports forms part of the Annual Reports and is displayed on the Company's website www.solargroup.com  

Chairman's Communique

Printed copy of the Chairman's Speech is distributed to the entire shareholder's at the Annual General Meeting. The same is also placed on the website www.solargroup.com

Designated Exclusive email–id for investor services

The Company has designated the following email–id exclusively for investor servicing. investor.relations@solargroup.com  

NSE Electronic Application Processing System (NEAPS) The

NEAPS is a web–based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are filed electronically on NEAPS.

BSE Corporate Compliance & Listing Centre (the 'Listing Centre') BSE's Listing Centre is a web–based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES) The investor complaints are processed in a centralised web–based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

GENERAL SHAREHOLDER INFORMATION

1. Annual General Meeting

Annual General Meeting for the year 2014 – 2015 is to be held on Wednesday the September 09, 2015. The meeting will be conducted at Hotel Tuli Imperial, Central Bazar, Ramdaspeth, Nagpur – 440 010, Maharashtra.

For those of you, who cannot make it to the meeting, please remember that you can appoint a proxy to represent you in the meeting. For this you need to fill in a proxy form and send it to us.

The last date for receipt of proxy forms by us is September 7, 2015 before 12.30 p.m.

2. Financial Calendar

Our Tentative calendar for declaration of results for the Year 2015 – 2016 is given below

Table 13: Financial results schedule for the year 2015 – 2016

Particulars Tentative Schedule

Financial Reporting for the Quarter ending June 30, 2015: On or before August 15, 2015

Financial Reporting for the Quarter ending September 30, 2015 :On or before November 15, 2015

Financial Reporting for the Quarter ending December 31, 2015 :On or before February 15, 2016

Financial Reporting for the Year/ Quarter ending March 31, 2016 :On or before May 30, 2016

Annual General meeting for the Year ending March 31, 2016 :September, 2016

For the year ended on March 31, 2015 results were announced on May 25, 2015.

For the Quarter ended on June 30, 2015 results will be announced in August, 2015

3. Interim Dividend

Your Board of Directors declared an Interim Dividend of Rs. 8/– per share on equity shares of face value of Rs. 10/– each on November 10, 2014.

Record Date for Interim Dividend

The record date for the purpose of payment of Interim Dividend was fixed as November 20, 2014, and the Interim Dividend was paid to the shareholders who were on the Register of Members as of the closing hours of

November 20, 2014.

4. Final Dividend:

The Board of Directors of the Company has proposed the Final Dividend of Rs. 9 Per Equity Share for the financial year ended on March 31, 2015 subject to the approval by the shareholders of the Company at the 20th Annual General Meeting.

Dates of Book Closure

August 31, 2015 to September 11, 2015 (both days inclusive).

Final Dividend Payment Date

The payment of dividend, upon declaration by the shareholders at the forthcoming Annual General Meeting, will be made on or after September 25, 2015:

1. To all those Beneficiaries holding shares in electronic form, as per the ownership data made available to the company by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at end of the day on August 28, 2015.

2. To all those shareholders holding shares in physical form, after giving effects to all the valid share transfers lodged with the company on or before the closing hours on August 28, 2015.

Shareholders are advised to refer to the notice of the Annual General Meeting for details of action required to be taken by them in this regard.

The dividend amount shall be credited in the shareholders bank account directly through NECS. Alternatively physical warrant / Demand Draft shall be posted to the shareholders at their registered address available with the Depository/ Company. The intimation for credit of dividend amount through NECS shall also be sent to the shareholders through E–mail/ordinary post thereafter.

5. Corporate Identity Number (CIN)

Our Corporate Identity Number (CIN), allotted by Ministry of Company Affairs, Government of India is L74999MH1995PLC085878.

6. Listing on Stock Exchanges

Shares of Solar Industries India Limited are currently listed on the following Stock Exchanges

1 Bombay Stock Exchange Limited, Mumbai (BSE)

Stock Code/ Scrip Code :532725

 Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

INE343H01011

2 National Stock Exchange ofIndia Limited, Mumbai (NSE)

Stock Code/Scrip Code :SOLARINDS

 Exchange plaza, Bandra Kurla Complex,Bandra (E), Mumbai – 400 051

8. Registrar and Share Transfer Agent

Link Intime India Pvt. Limited

LBS Marg, Bhandup (W), Mumbai – 400 078

Tel: (+91–22) 25963838 Fax: (+91–22) 25946969 Website: www.linkintime.co.in Email: rnt.helpdesk@linkintime.co.in

9. Share Transfer System

Share transfer and related operations for the Company, is conducted by Link Intime India Pvt. Ltd which is registered with SEBI as a Category 1 registrar. Share transfer is normally affected within maximum period of 30 days from the date of receipt, if all the required documents are submitted.

11. Dematerialisation of Shares and liquidity

The Company's shares are compulsorily traded in dematerialised form and are available for trading on both the Depositories in India viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

18098007 Ordinary Shares of the Company representing 99.99% of the Company's share capital is dematerialised.

As per SEBI circular dated April 24, 2009 bearing reference no. SEBI/CFD/DIL/LA/1/2009/24/04 Company opened and maintained separate Unclaimed Securities Suspense Account with LKP Securities Limited, Mumbai to hold allotted shares which were not credited to allottees account during the Initial Public Offer. Table 18 shows the details of such allottees.

In accordance with Clause 5A of Listing Agreement, the Company has identified 4 folios comprising of 134 equity shares of Face Value of Rs.10/– each, which are unclaimed as on March 31, 2015. The Company has sent the reminders to the concerned shareholders in accordance with the said clause.

13. Voting through electronic Means

Pursuant to Section 108 of the Companies Act, 2013 and the Rules made there under, every listed company is required to provide its members facility to exercise their right to vote at general meetings by electronic means.

The Company has entered into an arrangement with CDSL, an authorised agency for this purpose, to facilitate such e–voting for its members.

The shareholders would therefore be able to exercise their voting rights on the items put up in the Notice of Annual General Meeting, through such e–voting method.

E–Voting shall be open for a period of 3 days, from, September 04, 2015 (10:00 a.m.) to September 06, 2015 (5:00 p.m.). The Board has appointed Shri Tushar Pahade of M/s T. S. Pahade & Associates, Practicing Company Secretaries as scrutiniser for the e–voting process.

Detailed procedure is given in the Notice of the 20th Annual General Meeting and also placed on the website of the Company.

14. Address for correspondence

Investors and shareholders can correspond with the registered office of the Company at following address:

The Compliance Officer/Company Secretary

Solar Industries India Limited

11, Zade Layout, Bharat Nagar, Nagpur, Maharashtra

Tel: (0712) 2561000, 2561010 Fax: (0712) 2560202

Email: investor.relations@solargroup.com  CIN: L74999MH1995PLC085878

15. Transfer of unpaid/unclaimed amounts to Investor Education and Protection Fund

During the year under review, the Company has transferred unpaid and unclaimed dividend amount lying in the final dividend account (2006 – 07) of Rs. 49,953/– and Interim Dividend account (2007 – 08) of Rs. 27,228/– .

unclaimed Dividends

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 4, 2014 (date of last Annual General Meeting) on the Company's website (www.solargroup.com ), as also on the Ministry of Corporate Affairs' website.

We give below a table providing the dates of declaration of Dividend since 2007 – 08 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government.

FOURTH LAYER GOVERNANCE OF MANAGEMENT PROCESS LISTING AGREEMENT COMPLIANCES

Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement relating to Corporate Governance and is committed to ensure compliance with all amendments that may be enacted from time to time. The details of these Compliances have been given in relevant sections of this Report.

COMPLIANCE ON MATTERS RELATED TO CAPITAL MARKETS

We have complied with all the requirements of regulatory authorities. During the last three years, there was no instance of non–compliance by the Company and no penalty or strictures were imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority, on any matter related to the Capital Markets.

COMPLIANCE REPORT ON NON–MANDATORY REQUIREMENTS UNDER CLAUSE 49

1. The Board – Chairman's Office and tenure of Independent Directors

The Chairman of SOLAR is an Executive Director and this provision is not applicable to SOLAR. Company has prescribed Corporate Governance guidelines and ensures that the person who is being appointed as an Independent Director has the requisite qualification and experience which would be of use to the Company and which, in the opinion of the Company, would enable him to contribute effectively to the Company in his capacity as an Independent Director.

2. Shareholders rights

The quarterly, half yearly and yearly results are published in The Economic Times (Mumbai Edition), Financial Express (All Editions) and Loksatta (Nagpur Edition), which are national and local newspaper respectively. These are not sent individually to the shareholders. The Company's results are displayed on the company's web site: www.solargroup.com . We have not send half yearly results to the shareholders in the financial year 2014 – 2015.

3. Audit Qualifications

During the year under review, there is no audit qualification in your Company's financial statements. Your company continues to adopt best practices to ensure regime of unqualified financial statements.

4. Disclosures by the Management

The Company has not entered into any transaction of material nature with the Promoters, the Directors or the Management, their subsidiaries or relatives, etc. that may have any potential conflict with the interests of the Company.

5. Code for Prevention of Insider Trading Practices

The company has instituted a comprehensive Code of Conduct for Prevention of Insider Trading for its designated employees, in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Code lays down the guidelines, which advise them on procedures to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them of the severe consequences of violations and this is made available on the Company's website at the following link (<http://solargroup.com/uploads/investors/policies/CPIT.pdf>).

ROLE OF COMPANY SECRETARY IN CORPORATE GOVERNANCE

The Company Secretary plays a key role in ensuring that the Board procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the directors and senior management for effective decision making at the meetings. The Company Secretary is primarily responsible to ensure compliance with applicable statutory requirements and is the interface between the management and regulatory authorities for governance matters. All the Directors of the Company have access to the advice and services of the Company Secretary.

CEO/CFO CERTIFICATION

The CEO/CFO of the Company have certified positively to the Board on the matters specified under Clause 49(IX) of the Listing Agreement. The said certificate is attached in this Annual Report.

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

The Company obtained the certificate from the auditors of the Company regarding compliance with the provisions relating to the Corporate Governance laid down in Clause 49 of the Listing Agreement with the stock exchanges. This report is annexed to the director's report for the year 2014 – 15, and will be sent to the stock exchanges along with this annual report to be filled by the Company.

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