2. OPERATIONS & STATE OF COMPANY’S AFFAIRS
A corporate insolvency resolution process (CIRP) was initiated by
financial creditors against the Company under the
Insolvency and Bankruptcy Code 2016 before Hon’ble National
Company Law Tribunal (NCLT), New Delhi. During CIRP, the applicant i.e. Waaree Energies
Limited, on January 06, 2020, submitted its resolution plan for corporate restructuring of
the Company. The Hon’ble NCLT approved the said resolution plan on April 21, 2022.
Subsequent to the approval of resolution plan, the Company filed
applications with BSE Limited and National Stock Exchange of India Limited (Stock
Exchanges) for recommencement of trading/listing of the Company in the month of July 2022.
The resolution plan, inter alia, provides for reduction of capital of existing
shareholders to the extent of 99% of issued and paid-up capital of the Company which makes
Public Shareholding equivalent to 3.85%. Further in terms of the resolution plan Waaree
Energies Limited was issued and allotted further shares in the Company amounting to
96.15%. The Company had allotted shares to Waaree Energies Limited however such allotment
of shares was not reflected in the demat account of Waaree Energies Limited pending the
corporate actions which is again due to pendency of relisting applications with the Stock
Exchanges.
However, due to certain regulatory aspects dealing with minimum public
shareholding for listed companies in CIRP process, the said recommencement of
trading/listing applications could not be approved by the Stock Exchanges. On
February 21, 2025, the stock Exchanges approved the Company’s
application for relisting of its shares subject to Company’s complying with the
requirements of the Companies Act, 2013 inter alia achieving 5% public shareholding and
convening the general meeting of members. In order to achieve same minimum public
shareholding of 5%, the Promoters undertook offer for sale of 1.15% shares in the Company.
Post 5% public shareholding the Company convened Annual General Meetings for FY 2022, 2023
and 2024 on May 09, 2025. The normal trading in shares of the Company resumed on June 19,
2025.
During the year under review, the Company commenced commercial
production of 1.3 GW of module manufacturing at its Noida factory.
During the period under review total revenue of the Company for the
year was Rs. 32,474.56 lakhs as against Rs. 85.01 lakhs in the previous year. During the
period under review the Company earned profit before tax of Rs. 5,477.74 lakhs against the
loss before tax of Rs. (1,544.37) lakhs in the previous year. The profit after tax for the
year is Rs. 5,478.19 lakhs against the loss after tax of Rs. (1,544.37) lakhs in the
previous year. 24
3. DIVIDEND AND RESERVES
Your board has not declared any dividend for the financial year ended
March 31, 2025 and consequently there are no amounts to be transferred to the reserve.
4. SHARE CAPITAL
At the end of the Financial Year 2025 the capital of the Company is as
follows:
1. Total Authorized Capital: INR 1000,00,00,000/- (Equity INR
500,00,00,000/- and Preference INR 500,00,00,000/- )
2. Total Paid up Equity Shares Capital: INR 41,60,36,910/- (considered
post CIRP reduction and fresh allotment as per the resolution plan)
As on the date of this report, upon closure of offer for sale
undertaken by the promoter Waaree Energies Limited the public shareholding stood at 7.40%
of paid capital of the Company.
5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATES COMPANIES
The Company has no subsidiary, associate or joint venture Company
during the financial year and as on March 31, 2025.
6. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements as stipulated by the
Securities and Exchange Board of India (‘the SEBI’). The report on
Corporate Governance as prescribed in the SEBI Listing Regulations
forms an integral part of this Annual Report.
The requisite certificate from Jajodia and Associates, Practicing
Company Secretary, confirming compliance with the conditions of Corporate Governance along
with a declaration signed by managing director of the Company stating that the Members of
the Board of Directors and Senior Management have affirmed the compliance with code of
conduct of the Board of Directors and Senior Management, is attached to the report on
Corporate Governance.
7. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2025, is available on the website of the Company at
www.indosolar.co.in
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2025, the Company has 6 (six) directors of which 1
(one) is executive director, 2 (two) are non-executive directors. The Company has 3
(three) independent directors (including one woman Independent Director).
During the year under review, and consequent to the resignation the Mr.
Rajender Mohan Malla in order to comply with the requirement of Regulation 17 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Ms. Ambika Sharma (DIN: 08201798), was appointed as by the board as
additional independent director (non- executive ) on May 28, 2025. Further Ms. Ambika
Sharma (DIN: 08201798), resigned from her position with effect from September 20, 2024,
due to her other commitments and personal reasons. Further, in accordance with the
Regulation 30 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with clause 7B of part A of Schedule III.
Ms. Sharma has confirmed that there is no other material reason other than mentioned in
her resignation. By virtue of her resignation, she ceased to be member of the audit
committee and nomination and remuneration committee and stakeholder relationship committee
with effect from September 20, 2024.
During the period under review the Company appointed Mr. Nilesh
Bhogilal Gandhi (DIN: 03570656) as an additional independent director (non- executive )
with effect from September 28, 2024. He was also appointed as member of the audit
committee with effect from September 28, 2024.
Ms. Anita Jaiswal ceased to be member of nomination and remuneration
committee with effect from August 13, 2024 and was reappointed as member of the nomination
and remuneration committee with effect from September 25, 2024 vide circular resolution
passed on September 25, 2024.
Mr. Viren Chimanlal Doshi ceased to be member of the stakeholder
relations committee with effect from August 13, 2024 owing to the reconstitution of the
stakeholder relations committee and was reappointed on the stakeholder relations committee
with effect from September 28, 2024.
9. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE
A calendar of board meetings and committee meetings is prepared and
circulated to the directors of your Company. The directors of your Company met 6
(six) times during the Financial Year 2024-2025. The details of these Meetings are
provided in the Corporate Governance Section of the Annual Report. The maximum time gap
between any two consecutive Meetings did not exceed one hundred and twenty days.
10. BOARD COMMITTEES
The Board has constituted various committees in compliance with the
provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements), 2015 viz. Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee. The Company was not required
to constitute Risk Management Committee and Corporate Social Responsibility Committee
during the Financial Year 2024
2025.
All decisions pertaining to the constitution of committees, appointment
of members and fixing of terms of reference/role of the committees are taken by the Board.
The details of the role and composition of these committees, including
the number of meetings held during the financial year and attendance at these Meetings are
provided in the Corporate Governance Section of the Annual Report as
Annexure-A.
11. PERFORMANCE EVALUATION
Pursuant to the applicable provisions of the Act and the SEBI Listing
Regulations, the nomination and remuneration committee, independent director and all
individual directors has carried out an annual evaluation of its own performance,
performance of the independent directors and the working of its committees based on the
evaluation criteria specified by nomination and remuneration committee for performance
evaluation process of the board, its committees and directors.
The board’s functioning was evaluated on various aspects,
including, inter-alia, the structure of the Board, Meetings of the Board, functions of the
Board, degree of fulfilment of key responsibilities, establishment, and delineation of
responsibilities to various Committees and effectiveness of Board processes, information
and functioning.
The committees of the board were assessed on the degree of fulfilment
of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The directors were evaluated on aspects such as attendance, contribution at board/
committee meetings and guidance/support to the management outside board/committee
Meetings.
As mentioned earlier, the performance assessment of non-independent
directors, Board as a whole and the Chairman and Managing Directors were evaluated in a
separate meeting of independent directors. The same was also discussed in the nomination
and remuneration committee meeting and the board meeting. Performance evaluation of
independent directors was done by the entire board, excluding the independent director
being evaluated.
12. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements),
2015, the Company has put in place a Familiarisation Programme for the Independent
Directors to familiarize them with the Company, their roles, rights, duties,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company and other related matters. The details of number of programs
and number of hours spent by each of the Independent Directors during the Financial Year
2024-25 and on the cumulative basis, in terms of the requirements of Listing Regulations
are posted on the website of the Company and can be accessed at
https://indosolar.co.in/wp-content/uploads/2025/04/DETAILS-OF-FAMILIARIZATION-PROGRAMMES-IMPARTED-TO-INDEPENDENT-DIRECTORS-2024-2025.pdf
13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR
The Company has received a declaration from the independent directors
that they meet the criteria of independence as prescribed under Section 149 of the
Companies Act, 2013 and Regulation 16 (1) (b) read with Regulation 25(8) of the SEBI
Listing Regulations. In the opinion of the Board, they fulfil the condition for
appointment/re- appointment as independent directors on the board and possess the
attributes of integrity, expertise and experience as required to be disclosed under Rule
8(5)(iiia) of the Companies (Accounts) Rules 2014.
Further, pursuant to the provisions of the Companies (Creation and
Maintenance of Databank of Independent Directors) Rules, 2019 and sub rule (1) and (2) of
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the name
of Independent Directors are included in the databank maintained by Indian Institute of
Corporate Affairs (IICA). With regard to proficiency of the Independent Directors,
ascertained from the online proficiency self-assessment test conducted by the IICA, as
notified under sub section (1) of Section 150 of the Companies Act 2013, the company has
taken on record the declarations submitted by the independent Director(s).
In the opinion of the board, the independent directors of the Company
fulfill the conditions specified in the Companies Act, 2013 Listing Regulations and have
complied with the Code for Independent Directors prescribed in Schedule IV to the Act and
are independent of the management.
14. INDEPENDENT DIRECTORS’ MEETING
In terms of Schedule IV of the Act and Regulation 25 of the SEBI
Listing Regulations, Independent Directors of the Company are required to hold at least
one meeting in a financial year without the attendance of Non-Independent Directors and
Members of Management.
During the year under review, Independent Directors met separately on
March 28, 2025, inter-alia, for
Evaluation of performance of Non- Independent Directors and the Board
of Directors of the Company as a whole. Evaluation of performance of the Chairman of the
Company, taking into views of Executive and Non-Executive Directors; and Evaluation of the
quality, content, and timelines of flow of information between the Management and the
Board is necessary for the Board to effectively and reasonably perform its duties.
15. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR
MANAGEMENT EMPLOYEE
The Nomination and Remuneration Committee has laid down the framework
for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in
the Nomination and Remuneration Policy recommended by it and approved by the Board of
Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management
Personnel of the Company and prescribes the role of the Nomination and Remuneration
Committee. The Policy lays down the criteria for identification, appointment and
retirement of Directors and Senior Management. The Policy broadly lays down the framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
Personnel. The Policy also provides for the criteria for determining qualifications,
positive attributes and independence of Director and lays down the framework on Board
diversity.
The said Policy is available on the Company’s website and can be
accessed by web link https://indosolar.co.in/code-and-policies/
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
During the financial year 2024-2025, the Company has not given loans,
guarantees/surety or investment as described under Section 186 of the Companies Act, 2013.
17. WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company promotes ethical behavior in all its business activities
and has put in place a vigil mechanism for Directors, Employees and other person dealing
with the Company for reporting illegal or unethical behavior, actual or suspected fraud or
violation of the company’s Code of Conduct. The mechanism provides adequate
safeguards against victimization of Directors, employees or other persons who avail the
mechanism. In exceptional cases, Directors and employees have direct access to the
Chairman of the Audit Committee. The said Policy is available on the Company’s
website and can be accessed by web link https://indosolar.co.in/code-and-policies/.
18. RELATED PARTY TRANSACTIONS AND POLICY
The related party transactions attracting compliance under the
Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit
Committee and/or Board and/ or Members for necessary review/approval.
The routine related party transactions were placed before the Audit
Committee for its omnibus approval. A statement of all related party transactions entered
was presented before the Audit Committee on a quarterly basis, specifying the nature,
value and any other related terms and conditions of the transactions.
During the period under review material transactions to be reported are
disclosed in Form AOC-2 in terms of Section 134 of the Act read with Companies (Accounts)
Rules, 2014, with related parties are annexed as Annexure-D.
The Related Party Transactions Policy in line with the requirements of
the Act and Regulation 23 of the SEBI Listing Regulations is available on the Company
website and can be accessed by web link https://indosolar.co.in/code-and-policies/.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators
or Courts or Tribunals during the Financial Year 2024-2025, impacting the going concern
status and the operations of the Company in future.
20. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL
POSITION OF THE
COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT OR
/CHANGE IN THE NATURE OF THE BUSINESS
There were no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year to which
the Financial Statements relate and the date of this Report.
There is no change in the nature of the business as compared to the
immediately preceding Financial Year 2024-2025.
21. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Companies Act,
2013, the Directors confirm that; i) in the preparation of the Annual Accounts for
the year ended March 31, 2025, the applicable accounting standards have been followed
along with proper explanation relating to departures, if any; ii) appropriate
accounting policies have been selected and applied consistently, and such judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as of March 31, 2025, and of the profit of the
Company for the year ended on that date; iii) proper and sufficient care has been taken
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; iv) the annual accounts have been prepared on a "going
concern" basis; v) proper internal financial controls are laid down and such internal
financial controls are adequate and operating effectively; vi) proper systems to ensure
compliance with the provisions of all applicable laws have been devised and such systems
were adequate and operating effectively.
Your Auditors have opined that the Company has in, all material
respects, maintained adequate internal financial controls over financial reporting and
that they were operating effective.
22. STATUTORY AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 139 and 142 of the Companies Act,
2013 and Companies (Audit and Auditors) Rules, 2014, M/s. S.G.C.O & CO. LLP Chartered
Accountants (Firm Registration No.112081W/W100184) were appointed as
Statutory Auditors of the Company as statutory auditors of the Company
for a term of 5 (five) years starting effective from November 14, 2022 until the
conclusion of Annual General Meeting of the Company to be held in the year 2027. As
required under Section 139 of the Act, the Company has obtained certificate from them to
the effect that their continued appointment would be in accordance with the condition
prescribed under the Companies Act 2013 and the Rules made thereunder, as may be
applicable.
The auditors’ report is unmodified and self-explanatory, it does
not contain any qualification, reservation or adverse remark
23. REPORTING OF FRAUD
There was no instance of fraud during the year 2024-2025, which
required the statutory auditors to report under Section 143(12) of the Companies Act, 2013
and the rules made thereunder. Further the internal auditor and secretarial auditor have
not reported any fraud in their report.
24. COST AUDIT AND COST RECORDS
Provision of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company during
the financial year 2024-2025.
25. SECRETARIAL AUDIT AND REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Company has appointed Jajodia and Associates. Company
Secretaries to undertake the secretarial audit of the Company for the financial year
2024-2025 and the same was conducted by them in accordance with the provisions of Section
204 of the Companies
Act 2013. The secretarial auditor’s report is attached to this
annual report at Annexure-B.
The secretarial audit report states that listed entity has complied
with the provisions of the above Regulations and circulars/ guidelines issued thereunder,
except i) The Company was into CIRP process and was unable to achieve the minimum public
shareholding criteria, ii) The Company has conducted its Annual General Meeting late,
since the Company was into CIRP process.
For the observations contained in the secretarial audit report as
mentioned above, management responded Company is not in Non Compliance of Regulation 38
and also Company is not liable to pay any fine on account of violation the Regulation 38
of Listing Regulations since the relisting of applications were not approved by the
exchanges despite of having the appropriate approvals and timelines clearly specified in
the Resolution Plan approved by Hon’ble NCLT vide order date
April 21, 2022 for achieving minimum public shareholding.
26. SECRETARIAL STANDARDS
The Company has complied with the applicable SS-1 (Secretarial Standard
on Meetings of the Board of Directors) and issued by the Institute of Company Secretaries
of India and approved by the Central Government under Section 118(10) of the Companies
Act, 2013.
27. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls
commensurate with the size, scale and complexity of its operations. The Company has
policies and procedures in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information. The Company has adopted accounting policies, which are
in line with the Accounting Standards and the Act.
The Company also has an adequate system of internal control to ensure
that the resources are used efficiently and effectively so that: assets are safeguarded
and protected against loss from unauthorized use or disposition. all significant
transactions are authorised, recorded and reported correctly. financial and other data are
reliable for preparing financial information. other data are appropriate for maintaining
accountability of assets.
29
The internal control is supplemented by an extensive internal audits
programme, review by management along with documented policies, guidelines and procedures.
28. RISK MANAGEMENT
Directors are responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. The major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis.
Company was not required to constitute Risk Management Committee during
the Financial Year 2024 2025.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 AND INTERNAL COMPLAINT COMMITTEE
(ICC)
The Company has in place a policy on prevention of sexual harassment,
in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the Financial Year 2024-25, no complaint of sexual harassment
were received by the Company details/particulars for the same are as follows:
The Company is committed to providing a safe and conducive work
environment to all of its employees and associates.
30. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961
The Company has complied with respect to provisions of the Maternity
Benefit Act 1961, during the period under review there were no requests were received by
the Company.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of the CSR were not applicable during the financial year
2024-2025.
32. ENVIRONMENT AND SAFETY
Your Company is committed to ensuring sound Safety, Health and
Environmental (SHE) performance related to its activities, products and services. Your
Company is taking continuous steps to develop Safer Process Technologies and Unit
Operations and has been investing heavily in areas such as process automation for
increased safety and reduction of human error element.
The Company is committed to continuously taking further steps to
provide a safe and healthy environment.
33. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial
during the year 2024-2025
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of the conservation of energy and out go is part of the Annexure-C
to the report.
35. PUBLIC DEPOSITS
Your Company has not accepted any deposit falling under Chapter V of
the Companies Act, 2013, during the year under review. There were no such deposits
outstanding at the beginning and end of the financial year 2024-2025.
30
36. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required under section 197 of the Companies Act, 2013
read with Rule 5(1), (2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 respectively for employees of the Company are given in Annexure-E
to this report.
37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company was not part of the top 1,000 listed companies as per the
market capitalization as on March 31, 2025, and during the Financial Year 2024 2025 the
Company was not required to prepare and submit Business Responsibility and
Sustainability Report.
38. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year Financial Year
2024-2025 as stipulated under Securities Exchange Board of India (Listing Obligations
Disclosure Requirements), Regulations, 2015 has annexed as Annexure-F, to this
report.
39. DIVIDEND DISTRIBUTION POLICY
As there is no dividend declared yet the company had no dividend policy
in place.
40. DISCLOSURE OF AGREEMENTS
As on date of the notification, i.e., June 14, 2023, there was no
agreement subsisting as specified in clause 5A of para-A of part A of Schedule III of
Securities Exchange Board of India (Listing Obligations Disclosure Requirements)
Regulations, 2015, as amended.
41. CAUTIONARY STATEMENT
Statements in this report, management discussion and analysis,
corporate governance, notice to the Shareholders or elsewhere in this annual report,
describing the Company’s objectives, projections, estimates and expectations may
constitute ‘forward looking statements’ within the meaning of applicable laws
and regulations. Actual results might differ materially from those either expressed or
implied in the statement depending on the market conditions and circumstances.
42. ACKNOWLEDGEMENT AND APPRECIATION
Your directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders, clients, financial institutions, banks, central
and state governments, the Company’s valued investors and all other business
partners, for their continued co-operation and support extended during the year 2024-2025.
Your directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to promote its
development.
On behalf of the Board For Indosolar Limited