Investor

Mr. Kalpeshkumar Ramanbhai Patel is Director and also the Promoter of our Company. He holds a degree of Bachelor of Commerce and LL.B. He was appointed on the Board on October 13, 2014 and re-designated as the Chairman cum Managing Director of the Company on October 24, 2017 and further re-appointed as Chairman cum Managing Director of the Company on October 24, 2017 for a period of 5 years. He is actively engaged in managing the company since his appointed as Director. He has more than 24 years of experience in the solar industry. He has been instrumental in taking major policy decisions for the Company. He is playing a vital role in formulating business strategies and effective implementation of the same. He is responsible for the expansion and overall management of the business of our Company. His leadership abilities have been instrumental in leading the core team of our Company.

Mr. Rajeshbhai Tulsibhai Patel is the Non-Executive Independent Director of our company. He is designated as Non-Executive Independent Director on the Board on dated October 24, 2017. He holds a Chartered Accountant degree from the Institute of Chartered Accountants of India. He has experience of 9 years as a Practicing Chartered Accountant.

Our Company has constituted an Audit Committee (“Audit Committee”), vide Board Resolution dated November 13, 2017, as per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI Listing Regulations, 2015 applicable upon listing of the Company’s Equity shares on SME platform of NSE, The constituted Audit Committee comprises following members:

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and function of the Audit Committee and its terms of reference shall include the following:

1. Tenure: The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.
2. Meetings of the Committee: The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two Independent members at each meeting.
3. Role and Powers: The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI Listing Regulation, 2015 and Companies Act, 2013 shall be as under:
   1. Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
   2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
   3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
   4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval;
   5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to;
      • matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
      • changes, if any, in accounting policies and practices and reasons for the same;
      • major accounting entries involving estimates based on the exercise of judgment by management;
      • significant adjustments made in the financial statements arising out of audit findings;
      • compliance with listing and other legal requirements relating to financial statements;
      • disclosure of any related party transactions;
      • modified opinion(s) in the draft audit report;
   6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
   7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
   8. Approval or any subsequent modification of transactions of the listed entity with related parties;
   9. Scrutiny of inter-corporate loans and investments;
   10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
   11. Evaluation of internal financial controls and risk management systems;
   12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
   13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
   14. Discussion with internal auditors of any significant findings and follow up there on;
   15. The Audit Committee may 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 and may also discuss any related issues with the internal and statutory auditors and the management of the company.
   16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
   17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
   18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
   19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.
   20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
   21. To review the functioning of the whistle blower mechanism;
   22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;
   23. Audit committee shall oversee the vigil mechanism.
   24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.
   25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015.Further, the Audit Committee shall mandatorily review the following:
       1. Management discussion and analysis of financial condition and results of operations;
       2. Statement of significant related party transactions (as defined by the audit committee),submitted by management;
       3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
       4. Internal audit reports relating to internal control weaknesses; and
       5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
       6. Statement of deviations:
          • Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
          • Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Our Company has formed the Stakeholders Relationship Committee as per Regulation 20 of SEBI Listing Regulation, 2015 vide Resolution dated November 13, 2017. The constituted Stakeholders Relationship Committee comprises the following:

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee. The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

1. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the Board.
2. Meetings: The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.
3. Terms of Reference: Redressal of shareholders’ and investors’ complaints, including and in respect of:
   • Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.
   • Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
   • Review the process and mechanism of redressal of Shareholders’ /Investor’s grievance and suggest measures of improving the system of redressal of Shareholders’ /Investors’ grievances.
   • Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.
   • Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.
   • Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.
   • Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and
   • Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

Our Company has formed the Nomination and Remuneration Committee as per Regulation 19 of SEBI Listing Regulation, 2015 vide Resolution dated November 13, 2017 The Nomination and Remuneration Committee comprise the following:

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:

1. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.
2. Meetings: The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders queries; however, it shall be up to the chairperson to decide who shall answer the queries.
3. Role of Terms of Reference:
   • Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance;
   • Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;
   • Formulation of criteria for evaluation of performance of independent directors and the board of directors;
   • Devising a policy on diversity of board of directors;
   • Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
   • Determine our Company’s policy on specific remuneration package for the Managing Director / Executive Director including pension rights;
   • Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;
   • Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.
   • Decide the amount of Commission payable to the Whole time Directors;
   • Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and
   • To formulate and administer the Employee Stock Option Scheme.

The code aims at prompt public disclosure of Unpublished Price Sensitive Information (UPSI) that would impact price discovery so as to make such information generally available. The disclosure shall be done no sooner than credible and concrete information comes into being. The code also covers the practices and procedures for fair disclosure of Unpublished Price Sensitive Information.

1. Uniform and universal dissemination of UPSI shall be ensured to avoid selective disclosure. In case of selective dissemination of UPSI inadvertently or otherwise, it shall be ensured promptly to make such information generally available.
2. The Company and Designated Persons shall maintain confidentiality of all unpublished price sensitive information (UPSI) shall communicate the same purely on need to know basis and shall not communicate to any unauthorized person or on selective basis.
3. The Company shall promptly disclose UPSI once such credible and concrete information comes into being.
4. The Company shall disclose UPSI by making its prompt disclosure with sufficient and unambiguous details to the stock exchange on which its securities are listed. The company shall also disclose UPSI on its website.
5. In case the company finds that any UPSI has been disclosed selectively, inadvertently or otherwise, it shall promptly disclose and disseminate as soon as the circumstances permit such information to make it uniformly and non-discriminatorily available to the general public.
6. The Company designates its ‘Company Secretary’; as it’s Chief Investor Relations Officer and entrusts him with the function of dissemination and disclosure of UPSI. Whenever Company Secretary is not available Executive Director shall be the Chief Investor Relations Officer.
7. The Company shall ensure that no UPSI is shared with the analysts and researchers on a selective basis.
8. The Company shall ensure that its conferences with analysts and investors shall be open to participation by all analysts, shareholders and other investors.
9. The Company shall make transcripts or records of proceedings of its meetings with analysts/investor conferences and make the same accessible to all by uploading them on its website.

Disclosure under Regulation 25 and 46 of SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Details of familiarization programmes for Independent Directors:

The Company has established an orientation process/familiarization programme for its Independent Directors that includes:

1. Briefing on their role, responsibilities, duties, and obligations as a member of the Board.
2. Nature of business and business model of the Company, Company’s strategic and operating plans.
3. Matters relating to Corporate Governance, Code of Business Conduct, Risk Management, Compliance Programs, Internal Audit, etc.

As a process when a new independent director is appointed, a familiarization programme as described above is conducted by the senior management team and also whenever a new member is appointed to a Board Committee, information relevant to the functioning of the Committee and the role and responsibility of Committee members is informed. Each of our independent directors has attended such orientation process/familiarization programme when they were inducted into the Board and these programs are generally spread over two days.

Pursuant to the provisions of Section 149, 150 and 152 of the Companies Act, 2013 (“Act”), the terms and conditions for the appointment of Independent Directors are as follows:

The terms of your appointment, as set out in this letter, are subject to the extent provisions of the applicable laws, including the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles of Association of the Company.

1. AppointmentThe appointment will be for the period mentioned against their respective names (“Term”). The Company may disengage Independent Directors prior to completion of the Term subject to compliance of relevant provisions of the 2013 Act.The word “term” should be construed as defined under Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has adopted the provisions with respect to appointment and term of Independent Directors, which is in consistent with the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Re-appointment for the second term shall be based on recommendation of the Nomination & Remuneration Committee and subject to approval of the Board and the shareholders. Your re-appointment would be considered by the Board, based on the outcome of the performance evaluation process and continuing to meet independence criteria.
2. CommitteesThe Board of Directors (the Board) may, if it deems fit, invite you for being appointed on one or more existing Board Committees or any such Committee that is set up in the future. Your appointment on such Committee(s) will be subject to the applicable regulations.
3. Time CommitmentAs a Non-Executive Director you are expected to bring objectivity and independence of view to the Board’s discussions and to help provide the Board with effective leadership in relation to the Company’s strategy, performance, and risk management as well as ensuring high standards of financial probity and corporate governance. The Board meets at least four times in a year. The Audit Committee also meets at least four times in a year. Besides, there is other Committee/s under the requirement of Company Act 2013. You will be expected to attend Board, Board Committees to which you may be appointed and Shareholders meetings and to devote such time to your duties, as appropriate for you to discharge your duties effectively. Ordinarily, all meetings are held at registered office.By accepting this appointment, you confirm that you are able to allocate sufficient time to meet the expectations from your role to the satisfaction of the Board.
4. Role and DutiesYour role and duties will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 There are certain duties prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in nature and are as under:
   1. You shall act in accordance with the Company’s Articles of Association.
   2. You shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company.
   3. You shall discharge your duties with due and reasonable care, skill and diligence.
   4. You will abide by the guidelines of professional conduct, role, function and duties as an Independent Directors provided in Schedule IV of the Companies Act, 2013
   5. You are expected to stay updated on how best to discharge your roles, responsibilities, and duties and liabilities, as an Independent Director of the Company under applicable law, including keeping abreast of current changes and trends in economic, political, social, financial, legal and corporate governance practices.
   6. You shall not involve yourself in a situation in which you may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
   7. You shall not achieve or attempt to achieve any undue gain or advantage either to yourself or to your relatives, partners or associates.
   8. You shall not assign your office as Director and any assignments so made shall be void.
   9. You will not hold office as a Director or any other office in a competing firm/entity.
5. Additional Applicable Statutory RequirementsAs a Non-Executive Director on the Board, they will be subject to all relevant provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
6. RemunerationYou will not be an employee of the Company and this letter shall not constitute a contract of employment. You will be paid such remuneration by way of setting fees for meetings of the Board and its Committees as may be decided by the Board from time to time. Further, you will also be paid remuneration by way of commission as may be approved by the Board and the Shareholders from time to time.
7. Reimbursement of ExpensesIn addition to the remuneration described in paragraph 5 the Company will, for the period of your appointment, reimburse you for travel, hotel and other incidental expenses incurred by you in the performance of your role and duties.
8. Disclosures, other directorships and business interestsDuring the Term, they agree to promptly notify the Company of any change in their directorships, and provide such other disclosures and information as may be required under the applicable laws. They also agree that upon becoming aware of any potential conflict of interest with their position as Independent Directors of the Company, they shall promptly disclose the same to the Chairman and the Company Secretary. During their Term, they agree to promptly provide a declaration under Section 149(7) of the 2013 Act, upon any change in circumstances which may affect their status as an Independent Director.
9. Training and DevelopmentThe Company may, if required, conduct formal training program for its Independent Directors.The Company may, as may be required, support Directors to continually update their skills and knowledge and improve their familiarity with the company and its business. The Company will fund/arrange for training on all matters which are common to the whole Board.
10. Performance Appraisal / Evaluation ProcessAs members of the Board, their performance as well as the performance of the entire Board and its Committees will be evaluated annually. Evaluation of each director shall be done by all the other directors. Your appointment and re appointment on the Board shall subject to the outcome of the yearly evaluation process. However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board / Committee.
11. Independent Professional AdviceThere may be occasions when you consider that you need professional advice in furtherance of your duties as a Director and it will be appropriate for you to consult independent advisers at the Company’s expense. The Company will reimburse the full cost of expenditure incurred in accordance with the Company’s policy.
12. Disclosure of InterestThe Company must include in its Annual Accounts a note of any material interest that a Director may have in any transaction or arrangement that the Company has entered into. Such interest should be disclosed no later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record your interest appropriately and our records are updated. A general notice that you are interested in any contracts with a particular person, firm or company is acceptable.
13. Code of ConductAs Independent Directors of the Company, they agree to comply with the Code of Conduct for Non-Executive Directors (NEDs).Unless specifically authorized by the Company, they shall not disclose company and business information to constituencies such as the media, the financial community, employees, shareholders, agents, franchisees, dealers, distributors and importers.Their obligation of confidentiality shall survive cessation of their respective directorships with the Company.The provisions of both, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct on Prevention of Insider Trading, prohibiting disclosure or use of unpublished price sensitive information, would be applicable to the Independent Directors.Additionally, they shall not participate in any business activity which might impede the application of their independent judgment in the best interest of the Company.All Directors are required to sign a confirmation of acceptance of the Code of Conduct for NEDs as adopted by the Board on annual basis.
14. Termination
    1. You may resign from your position at any time and should you wish to do so, you are requested to serve a reasonable written notice on the Board.
    2. Continuation of your appointment is contingent on your getting re-elected by the shareholders in accordance with provisions of Companies Act, 2013 and the Articles of Association of the Company, from time to time in force. You will not be entitled to compensation if the shareholders do not re-elect you at any time.
    3. Your appointment may also be terminated in accordance with the provisions of the Articles of Association of the Company from time to time in force.

1. Preamble The Code of Conduct of Solex Energy Limited was approved by the Board of Directors (Board) of the Company on November 13, 2017 and came into effect from that date. The said Code of Conduct based on fundamental principle of good Corporate Governance. The said Code of Business Conduct and Ethics is now adopted inter alia to include duties of independent directors as per Schedule IV of the Companies Act, 2013.
2. Philosophy It has been long waited policy and commitment of Solex Energy Limited to adhere to highest standards of integrity professional and financial and business ethics in the operation of its business. We believe that this organization has been handed to us by the various stakeholders in “trust” and we as professional managers are the “trustees” of those stakeholders. It is therefore our responsibility to ensure that the organization is managed in a manner that protects and furthers the interests of our stakeholders. This Code of Business Conduct and Ethics (“Code of Conduct” or “Code”) helps to ensure compliance with our standards of business conduct & ethics and also with regulatory requirements.
3. Applicability The Code of Conduct shall apply to:
   1. All Directors of the Company, whether executive or non-executive including nominee directors.
   2. All Senior Management Executives.

   Senior Management Executives shall include:

   1. All executives of the Company from the rank of General Manager and above; and
   2. All employees of the Company, reporting directly to the Managing Director/Manager/Executive Director(s) irrespective of their grade.
   3. All Directors and Senior Management Executives are expected to comply with the letter and spirit of this Code. The Senior Management Executives shall continue to comply with applicable laws & regulations and the relevant policies, rules and procedures of the Company.

   The Code comes into immediate effect.

4. Interpretation of The Code In this Code the term “Relative” shall have the same meaning as defined in Section 2(77) of the Companies Act, 2013. In this Code, words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa.Any question or interpretation under this Code of Business Conduct and Ethics will be considered and dealt with by the Board or any person authorized by the Board on their behalf.
5. Honesty, Integrity & Ethical ConductAll Directors and Senior Management Executives shall act in accordance with the highest standards of integrity, honesty, fairness and ethical conduct while working for the Company as well when representing the Company. Honest conduct means conduct that is free from fraud, suppression of facts or deception. Integrity & ethical conduct includes ethical handling of actual or apparent conflicts of interest between personal and professional relationships. All Directors and Senior Management Executives should promote ethical behavior and take steps to ensure that the Company promotes ethical behavior and also encourages employees to freely report violations of laws, rules, regulations or the Company’s Code of Conduct to the Managing Director/Manager/Compliance Officer.
6. Conflict Of Interest All Directors and Senior Management Executives shall avoid situations in which their personal interest could conflict with that of the Company. A “conflict of interest” occurs when an individual’s private interest directly or indirectly interferes or appears to interfere with the interests of the Company. The Directors and Senior Management Executives must act at all times in the Company’s best interests and avoid putting themselves in a position where their personal interests conflict or appear to conflict with the interests of the Company. Their personal interests will include those of their relatives.Any Director or Senior Management Executive, who is aware of a conflict of interest or is concerned that a conflict might develop, is required to disclose the matter promptly to the Board in case of a Director and to the Managing Director/Manager/Compliance Officer in case of a Senior Management Executive.
7. Related Party Transactions Any Director or Senior Management Executive or any of their relatives/associates should not derive any undue personal benefit or advantage by virtue of his position or relationship with the Company. As a general rule, Senior Management Executives should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Any dealings with a related party must be conducted in such a way that no preferential treatment is given and adequate disclosures are made as required by law and this Code.
8. Legal Compliance The Company is committed to high standards of corporate governance and believes in Compliance with all the laws and regulations both in letter and spirit. The Company is committed to provide in time, accurate and complete information as required, to all concerned including its stakeholders. All Directors and Senior Management Executives must comply and where applicable, oversee compliance by employees with all the laws, rules and regulations applicable to the Company and its employees. Each Senior Management Executive must acquire appropriate knowledge of the requirements relating to his duties sufficient to enable him to recognize potential non-compliance issues and to know when to seek advice from the Legal Department on specific Company policies and procedures.
9. Insider TradingAll Directors and Senior Management Executives and their immediate family members shall not derive any benefit or assist others to derive any benefit from the access to and possession of information about the Company, which is not in the public domain and thus constitutes insider information. All Directors and Senior Management Executives are required to comply with the Company’s Code of Conduct for Prohibition of Insider Trading.
10. Confidentiality All Directors and Senior Management Executives must maintain the confidentiality of sensitive information (that is not in public domain) relating to the Company which comes to their knowledge in the course of the discharge of their functions and any other Confidential information about the Company that comes to them, from whatever source, except when such disclosure is authorized or legally mandated. The confidentiality shall also continue after such person ceases to hold office as Director or serve the organization.No Senior Management Executive shall communicate with any member of press or publicity media or any other outside agency on matters concerning the Company, except through the designated spokespersons or authorized otherwise.
11. Transparency & Accountability The Directors and Senior Management Executives shall be transparent in all their dealings except in cases where the needs of business security dictate otherwise and shall hold themselves accountable to the Board or Managing Director/Compliance Officer as the case may be.
12. Opportunities And Information The Directors and Senior Management Executives owe a duty to the Company to advance the Company’s business. The Directors and Senior Management Executives are prohibited from taking (or directing to a third party) a business opportunity (relevant to the line of business intended to be pursued by the Company) that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down. The Directors and Senior ManagementExecutives are prohibited from using corporate property, information or position for personal gain and from competing with the Company. Wherever, it is difficult to differentiate between personal and Company benefits or there are both personal and Company benefits in certain activities, the only prudent course of conduct for the Directors and Senior Management Executives is to make sure that any use of Company property or services or such transactions that is not solely for the benefit of the Company has prior approval of the Board of Directors/Managing Director/Manager of the Company.
13. Cost Consciousness The Directors and Senior Management Executives shall exercise their responsibilities with utmost cost consciousness within the organization and shall promote the same. The Directors and Senior Management Executives shall not use any facility or asset of the Company for their personal use except when such facility or asset has been provided for personal use by policy or specific permission.
14. Equal Opportunity The Company shall provide equal opportunities to all its employees and all qualified applicants for employment without regard to race, caste, colour, gender, religion, sex, age, marital status, disability, national origin, or any other factor made unlawful by applicable laws and regulations. This policy relates to all phases of employment including recruitment, hiring, placement, promotion, transfer, compensation, benefits, training, educational, social and recreational programs and the use of Company facilities. The Directors and Senior Management Executives shall encourage women employees to report any harassment concerns and be responsive to any complaints of harassment or other unwelcome and offensive conduct. Sexual harassment or exploitation is specifically prohibited.
15. Dealing With People In The Organisation The Company will focus on meritocracy, equity and upholding of Company values in all people processes including performance management systems, appraisals, remuneration and rewards. The Directors and Senior Management Executives shall uphold the values of trust, teamwork, mutuality and collaboration, meritocracy, objectivity, self-respect and human dignity while dealing with the people within the organization. The Directors and Senior Management Executives shall practice and encourage the spirit of productive debate and discussion among the employees and with the Board as the situation may warrant. The Directors and Senior Management Executives shall not show disrespect to their superior officers or to the authority of the Board. The Directors and Senior Management Executives shall not engage in misinformation, disinformation or personal vilification or victimization of any employee or stakeholder.
16. Relationship With Suppliers And Customers The Directors and Senior Management Executives shall never compromise with the interest of the Company in all their dealings with suppliers and customers. The Directors and Senior Management Executive shall not accept gifts and presents of more than nominal value or receive gratuitous or other payments or treatments from suppliers or customers which could lead to compromising the Company’s interests.
17. Corporate Social ResponsibilityThe Company is committed to serve the community around its area of operations. The Company believes that no organization can survive in isolation and it has a responsibility towards the public at large. The Company aims to reach out to the neighboring communities and conserve the environment. The Company shall continuously take requisite community development initiatives around the areas of its operations. The Directors and Senior Management Executives shall in their decisions respect the necessity of environment protection and pollution control consistently with the need of sustainable development.
18. Duties Of Independent Directors (As Per Schedule Iv Of The Companies Act, 2013) The independent directors shall-
    1. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;
    2. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
    3. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
    4. participate constructively and actively in the committees of the Board in which they are chairpersons or members;
    5. strive to attend the General Meetings of the Company;
    6. where they have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
    7. keep themselves well informed about the Company and the external environment in which it operates;
    8. not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board;
    9. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;
    10. ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
    11. report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy;
    12. acting within his authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;
    13. Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
19. GeneralThe Directors and Senior Management Executives:
    1. shall at all times make an endeavor to attend such meetings/occasions including Board and Committee meetings as are required of the person for the benefit, growth and development of the Company.
    2. shall dedicate sufficient time, energy and attention to the Company to ensure diligent performance and be aware of and seek to fulfill his or her duties and responsibilities as set forth in the Company’s Memorandum & Articles of Association and Corporate Governance Guidelines.
    3. shall not illegally withhold any property or documents of the Company and should ensure protection of the same at all times.
    4. shall not knowingly suppress a material fact, which can be detrimental to the interest of the Company, from the appropriate authority/body.
    5. shall not make any statement, verify any return or form, containing any particulars, knowing it to be false.
    6. shall practice a conduct of giving highest respect to humans and human values and must promote the same.
20. Reporting The Company Secretary shall be the Compliance Officer for the purpose of this Code. Senior Management Executives are required to report observed violations of the Code and illegal or unethical behavior to the Managing Director/Manager/Compliance Officer.All reports will be treated in a confidential manner and it is Company’s policy not to allow retaliation for reports made in good faith of misconduct by others. In accordance with an established, documented & approved process, the Company will undertake, review & where appropriate, investigate of alleged violations or misconduct. Senior Management Executives are expected to cooperate in internal investigations of misconduct and violations of this Code.
21. Waivers & Amendments Any waiver of any provision of this Code for a member of the Company’s Board of Directors or a Senior Management Executive must be approved in writing by the Company’s Board of Directors/Managing Director/Manager and appropriately disclosed.Based on the business requirements and applicable regulations the Code may be amended by the Board of Directors from time to time.
22. Compliance Of The CodeThe matters covered in this Code of Business Conduct and Ethics are of the utmost importance to the Company, its stockholders and its business partners, and are essential to the Company’s ability to conduct its business in accordance with its stated values. The Company expects all the Directors and Senior Management Executives to adhere to these rules in carrying out their duties for the Company. Directors and Senior Management Executives are accountable for full compliance with this Code. Sanctions for breach of this Code shall be determined by the Board of Directors in case of Directors and the Managing Director/Manager in the case of Senior Management Executives.
23. AcknowledgementThe Code shall become applicable to all the existing directors as soon as it is approved by the Board of Directors. In case of a new director the Code shall become applicable from the date of his appointment. All Senior Management Executives shall acknowledge the receipt of this Code in the acknowledgement form appended to this Code indicating that they have received, read and understood, and agreed to comply with the Code and send the same to the Managing Director/Manager/Compliance Officer. A New Senior Management Executive will submit such an acknowledgment at the time when his employment begins/when he assumes a senior management position.
24. Annual Compliance Reporting The Directors and Senior Management Executives shall affirm compliance with this Code of Conduct on an annual basis as at the end of the each financial year of the Company. (Within 15 days of the close of every financial year). Annexure-1
25. No Rights Created This Code of Conduct set forth guidelines for conduct for the Board of Directors and Senior Management Executives. It is not intended to nor does it create any right in favour of any Director or Senior Management Executive, client, supplier, customer, shareholder, or any other person or entity.By Order of the Board of DirectorsSolex Energy LimitedKalpeshkunar Ramanbhai PatelChairman cum Managing Director (DIN: 01066992)Place: Vithal Udyognagar, AnandDate: 13.11.2017

The Director

Solex Energy Limited

131/A, Phase 1, nr. Krimy Industries,

GIDC, Vithal Udyog Nagar,

Anand-388121, Gujarat, India.

Sub: Code of Business Conduct and Ethics and Annual Compliance Reporting

I have received and read the Company’s Code of Business Conduct and Ethics for Directors and Senior Management Executives as approved by the Board of Directors on 13.11.2017 I understand the standards and policies contained in the Company’s Code and understand that there may be additional policies or laws specific to my job or role. I agree to comply with the Company’s Code and shall be responsible and accountable for any non-compliance of the Company’s Code by me. I also understand that if I have any clarification concerning the Company’s Code, I can consult with the Managing Director and that my questions or reports to these sources will be maintained in confidence.

Furthermore I shall affirm compliance with this Code of Conduct on an annual basis as at the end of the each financial year of the Company (within 15 days of the close of every financial year).

Name :

Designation :

Signature :

Date

Note : Please sign and return this form to the Company Secretary.

1. Remuneration / CommissionThe remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made there under. Overall remuneration should be reflective of the size of the Company, complexity of the sector/industry/company’s operations and the company’s capacity to pay the remuneration.
2. Sitting FeesIndependent Directors (“ID”) and Non-Independent Non- Executive Directors (“NED”) may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members). The payment of sitting fees will be recommended by the NRC and approved by the Board. Quantum of sitting fees may be subject to review on a periodic basis, as required provided that the amount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
3. CommissionCompany will not pay commission to these NED’s.
4. Stock OptionsAn Independent Director shall not be entitled to any stock option of the Company.

1. Background And Applicabilty Of The Policy SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) requires every Listed Company to disclose events or information which, in the opinion of the Board of Directors of a Company are material.In this context, the following policy has been framed by the Board of Directors (“Board”) ofSolex Energy Limited(“SEL”/”Company”) at its meeting held on 13.11.2017with the objective of determining materiality of events.
   1. Regulation 30 of the Regulations mandates disclosure of all deemedmaterial events to the Stock Exchanges. These events have been specified in Para Aof Part A of Schedule III of the Regulations and shall be disclosed as applicable from time-to-time.
   2. For disclosure of certain events (as specified in Para B of Part A of Schedule III) to the Stock Exchanges the following criteria shall be considered by the Board for determining whether the events are material or not:-Where the omission of an event or information, is likely to result in:
      • discontinuity or alteration of event or information already available publicly or
      • a significant market reaction if the said omission came to light at a later date.

   In cases where the criteria specified in point (a) and (b) are not applicable, an event/information may be treated as being material if in the opinion of the board of directors of the Company the event / information is considered material.

   This Policy shall also apply to the events to which neither Para A or Para B of Part A of Schedule III applies but have a material effect on KPL.

2. Disclosure Process
   1. Any event purported to be reportable under Regulation 30 of the Regulations shall be informed to the Chairman & Managing Director/Chief Financial Officer/Company Secretary of the Company on an immediate basis with adequate supporting data/information to facilitate a prompt and appropriate disclosure. Any other event, even if not covered under the Regulations but is potentially of price sensitive nature, must also be informed, for further evaluation to the Chief Financial Officer & Company Secretary.
   2. The Chairman, the Managing Director and the Chief Financial Officer & Company Secretary of the Company shall severally be responsible and authorized for ascertaining the materiality of events considering its nature and its disclosure after taking into consideration the various provisions of the Regulations and this policy.
   3. After evaluation, any one of the above mentioned persons shall make disclosure to the Stock Exchanges.
   4. The Company shall use the electronic facilities provided by the Stock Exchanges for dissemination of the information and may subsequently disclose the same via other media, including the press release, website, etc.
   5. Statutory timeframes for disclosure shall be adhered to. Delay, if any, should be sufficiently explained along with the disclosure.
   6. Regular updates, where relevant, shall be made with relevant explanations.
   7. All disclosures shall be available on the website of the Company for a period of 5 years.
3. Modification Of The Policy This Policy is framed based on the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as notified on September 2, 2015. In case of any subsequent amendments to the Regulations which make any of the provisions in the Policy inconsistent, the provisions of the Regulations shall prevail. The Policy shall be reviewed by the Audit Committee and on recommendations shall be modified by the Board so as to align the same with the amendments or to incorporate the changes as may be felt appropriate by the Audit Committee.The list of events in Annexure, as it stands today may be updated, from time to time, by authorized persons, to reflect any changes to the Regulations and the updated version be issued and published as necessary, without any requirement for approval from the Audit Committee or the Board.

Introduction

This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee, in compliances with Section 178 of the Companies Act, 2013 read along with applicable rules thereto.

Objectives of the Committee

The Committee shall:

1. 1. 1. 1. 1. 1. 1. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.
                  2. Formulation of criteria for evaluation of the Independent Director and to carry out evaluation of every Director’s performance and to provide necessary report to the Board for further evaluation.
                  3. Devising a policy on Board diversity.
                  4. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
                  5. To provide to Key Managerial Personal and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.
                  6. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
                  7. Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
                  8. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
                  9. To perform such other functions as may be necessary or appropriate for the performance of its duties.
                  10. To develop a succession plan for the Board and to regularly review the plan.

Definitions:

1. 1. 1. 1. 1. 1. • “Act”:- Act means the Companies Act, 2013 and Rules framed there under, as amended from time to time.
                  • “Board”:-Board means Board of Directors of the Company.
                  • “Director”:-Directors means Directors of the Company.
                  • “Committee”:-Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board, from time to time.
                  • “Company”:- Company means Solex Energy Limited.
                  • “Independent Director”:- As provided under the Companies Act, 2013, ‘Independent director’ shall mean a non-executive director, other than a nominee director of the Company:
                    1. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;
                    2. 1. who is or was not a promoter of the Company or its holding, subsidiary or associate company;
                       2. who is not related to promoters or directors in the company, its holding, subsidiary or associate company;
                    3. apart from receiving director’s remuneration, has or had no pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
                    4. none of whose relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
                    5. who, neither himself nor any of his relatives-
                       1. holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;
                       2. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; of-
                          1. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate Company; or
                          2. any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten per cent or more of the gross turnover of such firm;
                       3. holds together with his relatives two per cent or more of the total voting power of the Company; or
                       4. is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds two per cent or more of the total voting power of the Company; or
                    6. who possesses such other qualification as may be prescribed under the applicable statutory provisions/ regulations
                    7. is a material supplier, service provider or customer or a lessor or lessee of the Company;
                    8. who is not less than 21 years of age.
                  • “Key Managerial Personnel”:- Key Managerial Personnel (KMP) means-
                    1. the Chief Executive Officer or the managing director or the manager;
                    2. the Whole-Time Director;
                    3. the Company Secretary;
                    4. the Chief Financial Officer; and
                    5. such other officer as may be prescribed under the applicable statutory provisions/ regulations
                  • “Senior Management”:- The expression ‘‘senior management’’ means personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.
                  • “Nomination and Remuneration Committee” shall mean a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013.
                  • “Policy or This Policy” means, “Nomination and Remuneration Policy”.
                  • “Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

Guiding Principles

The Policy ensures that

1. 1. 1. 1. 1. 1. 1. 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.
                  2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
                  3. 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.

Applicability:

The Policy is applicable to

1. 1. 1. 1. 1. 1. 1. Directors (Executive and Non Executive)
                  2. Key Managerial Personnel
                  3. Senior Management Personnel
                  4. Employees

Constitution of the Nomination and Remuneration Committee:

The Board has the power to constitute/ reconstitute the Committee from time to time in order to make it consistent with the Company’s policy and applicable statutory requirement. At present, the Nomination and Remuneration Committee comprises of following Directors:

1. 1. 1. 1. 1. 1. 1. Mr. Mahendrabhai Lallubhai Machhi, Chairman (Non-Executive Independent Director)
                  2. Mr. Kamlesh Narendrabhai Patel, Member (Non-Executive Independent Director)
                  3. Mr. Rajeshbhai Tulsibhai Patel, Member (Non-Executive Independent Director)

Membership:

1. 1. 1. 1. 1. 1. 1. The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent.
                  2. Minimum two (2) members shall constitute a quorum for the Committee meeting.
                  3. Membership of the Committee shall be disclosed in the Annual Report.
                  4. Term of the Committee shall be continued unless terminated by the Board of Directors.

Chairman:

1. 1. 1. 1. 1. 1. 1. Chairman of the Committee shall be an Independent Director.
                  2. Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.
                  3. In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.
                  4. Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders’ queries.

Frequency of Meetings:

The Committee shall meet at such regular intervals as may be required.

Committee Members’ Interests:

1. 1. 1. 1. 1. 1. 1. A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.
                  2. The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

Secretary:

1. 1. 1. 1. 1. 1. 1. The Company Secretary of the Company shall act as Secretary of the Committee.

Voting:

1. 1. 1. 1. 1. 1. 1. Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.
                  2. In the case of equality of votes, the Chairman of the meeting will have a casting vote.

General Appointment Criteria:

1. 1. 1. 1. 1. 1. 1. The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and accordingly recommend to the Board his / her appointment.
                  2. The Company should ensure that the person so appointed as Director/ Independent Director/ KMP/ Senior Management Personnel shall not be disqualified under the Companies Act, 2013, rules made there under or any other enactment for the time being in force.
                  3. The Director/ Independent Director/ KMP/ Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made there under, or any other enactment for the time being in force.
                  4. The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Term / Tenure:

The Term / Tenure of the Directors shall be governed as per provisions of the Companies Act, 2013 and rules made there under as amended from time to time.

1. 1. 1. 1. 1. 1. 1. Managing Director/Whole-time Director/Manager (Managerial Person):- The Company shall appoint or re-appoint any person as its Managerial Person for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
                  2. Independent Director: – An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s Report. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves as an Independent Director.

Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management at regular interval (yearly).

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, rules and regulations or any other reasonable ground, the Committee may recommend to the Board for removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Criteria for Evaluation of the Board:

Following are the Criteria for evaluation of performance of the Board:

1. 1. 1. 1. 1. 1. 1. Executive Directors: The Executive Directors shall be evaluated on the basis of targets/Criteria given to executive Directors by the Board from time to time
                  2. Non Executive Director:The Non Executive Directors shall be evaluated on the basis of the following criteria i.e. whether they:
                     1. act objectively and constructively while exercising their duties;
                     2. exercise their responsibilities in a bona fide manner in the interest of the Company;
                     3. devote sufficient time and attention to their professional obligations for informed and balanced decision making;
                     4. do not abuse their position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
                     5. refrain from any action that would lead to loss of his independence
                     6. inform the Board immediately when they lose their independence,
                     7. assist the Company in implementing the best corporate governance practices.
                     8. strive to attend all meetings of the Board of Directors and the Committees;
                     9. participate constructively and actively in the committees of the Board in which they are chairpersons or members;
                     10. strive to attend the general meetings of the Company;
                     11. keep themselves well informed about the Company and the external environment in which it operates;
                     12. do not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
                     13. moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder’s interest.
                     14. abide by Company’s Memorandum and Articles of Association, Company’s policies and procedures including code of conduct, insider trading etc.

Policy on Board diversity:

The Board of Directors shall have the optimum combination of Directors from the different areas/fields like production, Management, Quality Assurance, Finance, Sales and Marketing, Supply chain, Research and Development , Human Resources etc or as may be considered appropriate. The Board shall have at least one Board member who has accounting or related financial management expertise and financially literate.

Remuneration:

The Committee will recommend the remuneration to be paid to the Managing Director, Whole Time Director, KMP and Senior Management Personnel to the Board for their approval. The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals:

General:

1. 1. 1. 1. 1. 1. 1. The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.
                  2. The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.
                  3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person. Increments will be effective from the date of reappointment in respect of Managerial Person and 1st April in respect of other employees of the Company.
                  4. Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Managerial Person, KMP and Senior Management:

1. 1. 1. 1. 1. 1. 1. Fixed pay: Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.
                  2. Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.
                  3. Provisions for excess remuneration: If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non-Executive / Independent Director:

1. 1. 1. 1. 1. 1. 1. Remuneration / Commission: The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made there under for the time being in force.
                  2. Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
                  3. Limit of Remuneration /Commission: Remuneration /Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

Minutes of Committee Meeting:

Proceedings of all meetings must be minuted and signed by the Chairman of the said meeting or the Chairman of the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent Board and Committee meeting.

Deviations from this policy

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.

1. Preamble:

   The Board of Directors (the “Board”) of Solex Energy Limited(the “Company” or “SEL”), has adopted the following policy and procedures with regard to the Related Party Transactions as defined below. The Audit Committee shall review and may propose amendments to this policy as may be required.

   The policy will be applicable to the Company. This policy is to regulate transactions between the Company and its related parties based on the laws and regulations applicable on the company.

2. Objective:

   This policy is framed as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and intended to ensure the proper approval and reporting of transaction between the Companyand its Related Parties as determined under Listing Regulations 2015, Companies Act, 2013 and rules prescribed thereunder (“Act”), and any other laws and regulations as may be applicable to the Company.

   The Company is required to disclose in its Annual Financial Statements and Directors Report, certain transactions between the Company and Related Parties as well as policy relating thereto. The Related Party Transaction Policy shall be disclosed on the website of the Company and a web link thereto shall be provided in the Annual Report.

3. Objective:

   “Arm’s Length Transaction” means a transaction between two related parties that isconducted as if they were unrelated, so that there is no question of conflict of interest.

   “Associate” means a Company as defined under section 2(6) of the Companies Act, 2013 and asdefined by Accounting Standard (AS) 23, “Accounting for Investments in Associates in Consolidated Financial Statements” and by Accounting Standard (AS) 18, “Related party disclosures”.

   “Audit Committee or Committee” means the Committee of the Board formed undersection177 of the Act and Regulations 18 of Listing Regulations 2015.

   “Board” means Board of Directors of the Company.

   “Control” means control as defined in Section 2 (27) of the Act and shall have the samemeaning as defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

   “Key Managerial Personnel” shall mean the officers of the Company as defined in Section 2(51)of the Act.

   “Policy” means Related Party Transaction Policy.

   “Material Related Party Transaction” means a transaction with a related party where thetransaction/transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

   “Related Party” as defined under Listing Regulations 2015 is as under –

   An entity shall be considered as related to the Company if:

   1. Such entity is a related party under section 2 (76) of the Companies Act, 2013; or
   2. Such entity is a related party under the applicable accounting standards.

   Section 2(76) of the Companies Act, 2013, as referred above, defines Related Party as —

   1. A Director or his relative;
   2. A Key Managerial Personnel or his relative;
   3. A firm, in which a director, manager or his relative is a partner;
   4. A private company in which a director or manager is a member or director;
   5. A public company in which a director or manager is a director and holds along with his relatives, more than two per cent. of its paid-up share capital;
   6. Anybody corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager; [Except advice, directions or instructions given in a professional capacity]
   7. Any person on whose advice, directions or instructions a director or manager is accustomed to act.[Except advice, directions or instructions given in a professional capacity]
   8. Any company which is a holding, subsidiary or an associate company of such company; or a subsidiary of a holding company to which it is also a subsidiary.
   9. A director other than an Independent Director or Key Managerial Personnel of the holding Company or his relative with reference to a Company.

    

   “Relative”: with reference to any person, means who is related to another, if:-

   • They are members of a Hindu Undivided Family;
   • They are Husband or wife or
   • One person is related to the another in the following manner, namely:-
     1. Father, includes step-father.
     2. Mother, includes step-mother.
     3. Son, includes step-son.
     4. Son’s wife.
     5. Daughter.
     6. Daughter’s husband.
     7. Brother, includes step-brother.
     8. Sister, includes step-sister.

   “Related Party Transactions”

   Related party transaction” means a transfer of resources, services or obligations between a listed entity and a related party, regardless of whether a price is charged and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions in a contract:.

   Explanation: A transaction with a related party shall be construed to include single transaction or a group of transactions in a contract.

   As per Section 188 of the Act shall means contracts or arrangements with related party with respect to:-

   1. Sale, purchase or supply of any goods or materials;
   2. Selling or otherwise disposing of, or buying, property of any kind;
   3. Leasing of property of any kind;
   4. Availing or rendering of any services;
   5. Appointment of any agent for purchase or sale of goods, materials, services or property;
   6. Such related party’s appointment to any office or place of profit in the company, its subsidiary company or associate company; and
   7. Underwriting the subscription of any securities or derivatives thereof, of the Company.

   “Collectively the Related Party Transaction shall constitute the above.”

   “Subsidiary” means a Company as defined under section 2(87) of the Companies Act, 2013 and asdefined by Accounting Standard (AS) 23, “Accounting for Investments in Associates in Consolidated Financial Statements” and by Accounting Standard (AS) 18, “Related party disclosures”.

   Transactions in “ordinary course of business” shall mean and include-

   1. Transactions that are entered in the normal and usual course of business and are identical to the business of the company.
   2. Transactions that is reasonable in the context of the business of the company.
   3. Transactions that are part of the standard industry practice.

4. Identification of Related Party:

   Each director and Key Managerial Personal is responsible for providing notice to the Board or Audit Committee regarding persons and entities to be considered as “related Party” by virtue of his/her being Director/KMP in the entity or holding certain shareholding percentage. Such notice shall be provided to the company at the time of appointment and also at the time of first board meeting in every financial year and whenever there is any change in the disclosures already made.

5. Identification of Potential Related Party Transactions:

   Each director and Key Managerial Personnel is responsible for providing notice to the Board or Audit Committee of any potential Related Party Transaction involving him or her or his or her Relative, including any additional information about the transaction that the Board/Audit Committee may reasonably request. Board/Audit Committee will determine whether the transaction does, in fact, constitute a Related Party Transaction requiring compliance with this policy.

6. Terms of the Policy:

   1. All Related Party Transactions must be reported to the Audit Committee and referred for approval by the Committee in accordance with this Policy.
   2. All the Related Party Transactions proposed to be entered shall require prior approval of the Audit Committee including the transactions to be entered in the ordinary course of business. The Audit Committee shall accordingly recommend the Related Party Transaction for the approval of Board of Directors/ Shareholders as per the terms of this policy.
   3. All the Related Party Transactions prescribed under Section 188 of Companies Act, 2013 and within the threshold limits prescribed under rule 15 sub rule(3) of Companies (Meetings of Board and its Powers) Second Amendment Rules, 2014, shall alongwith the Audit Committee Approval shall also require approval of the Board of Directors.
   4. All the Material Related Party Transactions and Related Party Transactions, exceeding the threshold limits prescribed under rule 15 sub rule(3) of Companies (Meetings of Board and its Powers) Second Amendment Rules, 2014 shall require prior approval of the Audit Committee, Board of Directors and Shareholders of the Company by way of Special Resolution.
   5. However, Related Party Transactions which are either not at arm’s length or not undertaken in the ordinary course of business shall require the prior approval of the Audit Committee, Board of Directors and the Shareholders by way of special resolution in order to allow the Company to enter into arrangements/transactions/contracts with related party of the Company as per the prescribed provisions of Companies Act, 2013 alongwith the rules made thereunder and the Listing Agreement.

7. Review and Approval of Related Party Transactions:

   All related party transactions must be reported to the Audit Committee for its prior approval in accordance with this policy. The Committee shall review the transaction and report the same for approval of the Board and shareholders, if required, in accordance with this policy.

   Approval of Audit Committee

   1. 1. All Related Party Transactions shall require prior approval of the Audit Committee either at a meeting or by resolutions by circulations. Any member of the committee who has potential interest in any related party transaction will abstain from discussion and voting on the approval of the related party transaction.
      2. Audit Committee shall have all rights to call for information/documents in order to understand the scope of the proposed related party transactions.
      3. The Audit Committee may grant omnibus approval for the proposed Related Party Transaction subject to the following conditions:
         1. The Audit Committee shall lay down the criteria for granting omnibus approval in line with the policy on Related Party Transactions of the Company and such approval shall be applicable in respect of transactions which are repetitive in nature;
         2. The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in the interest of the Company;
         3. Such omnibus approval shall specify the following:
            • Name(s) of the Related Party;
            • Nature of the transaction;
            • Period of transaction;
            • Maximum amount of transaction that can be entered into;
            • The indicative base price/current contracted price and the formula for variation in the price, if any, and;
            • Such other conditions as the Audit Committee may deem fit.
         4. d.In such cases where the need for Related Party Transaction cannot be foreseen and details as required above are not available, the Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs. 1 crore per transaction;
         5. The Audit committee shall review, at least on a quarterly basis, the details of Related party transactions entered into by the Company pursuant to each of the omnibus approval given;
         6. Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year.
      4. All material related party transactions will be placed for approval of the shareholders of the Company through special Resolution and the related parties shall abstain from voting on such resolutions.

   Approval of Board of Directors

   1. 1. If the Committee determines that a Related Party Transaction should be brought before the Board, or if the Board in any case elects to review any such matter or it is mandatory under any law for the Board to approve a Related Party Transaction, then the Board shall consider and approve the Related Party Transaction at a meeting and the considerations set forth above shall apply to the Board’s review and approval of the matter, with such modification as may be necessary or appropriate under the circumstances.
      2. All the related party transactions prescribed under Section 188 of the Act, which are not in the ordinary course of business or not at Arm’s Length Basis and all material related party transactions shall be brought before the Board and the Board shall consider and approve the related party transaction at a meeting.
      3. Any member of the Board who is interested or has potential interest (as mentioned under section 184(2) of the Act), in any related party transaction shall not be present at the meeting during discussions on the subject matter of the resolution relating to such related party transaction.

   Approval of Shareholders

   1. 1. All the Material Related Party Transactions shall require approval of the shareholders through special resolution and the Related Parties shall abstain from voting on such resolution. The related parties referred hereshall abstain from voting irrespective of whether the entity is a party to the particular transaction or not.
      2. All the Transactions, other than the Material Related Party Transaction, with the related parties which are not in the Ordinary Course of Business and at Arms’ Length shall, subject to the limits mentioned in Rules 15(3) of the Companies (Meeting of Board and its Power) Rules, 2014, also require the approval of the shareholders through special resolution and the Related Parties shall abstain from voting on such resolution.The ‘Related Party’ referred here has to be construed with reference only to the contract or arrangement for which, the said special resolution is being passed. Thus, the term ‘Related Party’ in the given context, refers to only such related party as may be a related party in the context of the contract or arrangement for which, the said resolution is being passed.Transactions that, require previous approval of Shareholders of the Company, as prescribed under rule 15(3) of the Companies (Meeting of Board and its Powers ) Rules, 2014, includes the transactions/ contracts/ arrangements as follows :
         1. Sale, purchase or supply of any goods or materials directly or through appointment of agents exceeding twenty five percent.of the annual turnover as mentioned in clause (a) and clause (e) respectively of sub-section (1) of section 188 of Companies Act 2013;
         2. Selling or otherwise disposing of, or buying, property of any kind directly or through appointment of agents exceeding ten percent of net worth as mentioned in clause (b) and clause (e) respectively of sub-section (1) of section 188 of Companies Act 2013;
         3. Leasing of property of any kind exceeding ten percent of the net worth or exceeding ten percent of turnoveras mentioned in clause (c) of sub-section (1) of section 188 of Companies Act 2013;
         4. Availing or rendering of any services directly or through appointment of agents exceeding ten percent of the net worth as mentioned in clause (d) and clause (e) of sub-section (1) of section 188 of Companies Act 2013;

   These limits shall however, apply for transaction or transactions to be entered into either individually or

   1. 1. However, In case of wholly owned subsidiary, the resolution passed by the holding company shall be sufficient for the purpose of entering into the transactions between wholly owned subsidiary and holding company.

   Transaction not requiring approval of Audit Committee, Board or Shareholders

   1. 1. Notwithstanding the foregoing, the following Related Party Transactions shall not require approval of Audit Committee, Board or Shareholders:
         1. Any transaction that involves the providing of compensation to a director or Key Managerial Personnel in connection with his or her duties to the Company or any of its subsidiaries or associates, including the reimbursement of reasonable business and travel expenses incurred in the ordinary course of business.
         2. Any transaction in which the Related Party’s interest arises solely from ownership of securities issued by the Company and where all holders of such securities receive the same benefits pro rata as the Related Party.

   Transaction not requiring approval of Board or Shareholders

   1. Pursuant to clarification provided in circular No.30/2014 dated 17th July, 2014 of Ministry of Corporate Affairs, Contracts entered into by companies, after making necessary compliances under Section 297 of the Companies Act, 1956, which already came into effect before the commencement of Section 188 of the Companies Act, 2013, will not require fresh approval under the said section 188 till the expiry of the original term of such contracts. Thus, if any modification in such contract is made on or after lst April, 2014, the requirements under section 188 will have to be complied with.

8. Criteria for approval of a Related Party Transaction by the Board / Audit Committee:

   1. To review a Related Party Transaction, the Board / Audit Committee will be provide with all relevant material information of the Related Party Transaction, including the terms of the transaction, the business purpose of the transaction, the benefits to the Company and to the Related Party, and any other relevant matters.The information provided shall specifically cover the following:
      1. the name of the related party and nature of relationship;
      2. the nature, duration of the contract and particulars of the contract or arrangement;
      3. the material terms of the contract or arrangement including the value, if any;
      4. any advance paid or received for the contract or arrangement, if any;
      5. the manner of determining the pricing and other commercial terms, both included as part of contract and not considered as part of the contract;
      6. whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors;
      7. the persons/authority approving the transaction; and
      8. any other information relevant or important for the Committee to take a decision on the proposed transaction.
   2. In determining whether to approve a Related Party Transaction, the Board/ Audit Committee shall consider the following factors, amongst others, to the extant relevant to the Related Party Transaction:-
      1. Whether the transaction is in the ordinary course of business of the company.
      2. Whether the terms of the Related Party Transaction are fair and on arm’s length basis to the Company and would apply on the same basis if the transaction did not involve a Related Party;
      3. Whether there are any undue compelling business reasons for the Company to enter into the Related Party Transaction and the nature of alternative transactions, if any;
      4. Whether the Related Party Transaction would affect the independence of the directors/KMP;
      5. Whether the proposed transaction includes any potential reputational risk issues that may arise as a result of or in connection with the proposed transaction;
      6. Where the ratification of the Related Party Transaction is allowed by law and is sought from the Committee, the reason for not obtaining the prior approval of the Committee and the relevance of business urgency and whether subsequent ratification would be detrimental to the Company; and
      7. Whether the Related Party transaction would present an improper conflict of interest for any director or Key Managerial Personnel of the Company, taking into account the size of the transaction, the overall financial position of the director, Executive Officer or other Related Party, the direct or indirect nature of the director’s, Key Managerial Personnel’s or other Related Party’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Board/Committee deems relevant.

9. Disclosures:

   1. Every Director of a Company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into—
      1. With a body corporate in which such director or such director in association with any other director, holds more than two per cent. shareholding of that body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate; or
      2. With a firm or other entity in which, such director is a partner, owner or member, as the case may be, shall disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed and shall not participate in such meeting:

      Provided that where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested.

   2. All Directors/ KMPs are required to disclose the entities in which they or their relatives are or deemed to be interested, in the prescribed form.
   3. Each Director and KMP of the Company shall promptly notify the Company Secretary of the Company of any material transaction or Relationship that could reasonably be expected to give rise to any conflict of interest.
   4. The Company shall maintain Register pertaining to related party transactions in the prescribed form.
   5. The related party transaction entered into with the related party/ies shall be disclosed in the Director Report / Annul Report as per the disclosure requirement of the Act.
   6. The company shall disclose the policy on dealing with Related Party Transactions on its website and a web link thereto shall be provided in the Annual Report.
   7. Details of all material transactions with related parties shall be disclosed, quarterly in theCompliance Report on Corporate Governance., as required under listing agreement.

10. Ratification:

    1. Any Related Party Transaction entered into without obtaining the prior approval of the Audit/ Board/ Shareholders(respective authority/ies) may be ratified, subject to the applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, if post review of the said transaction/ contract, the appropriate authority is satisfied, that the said Related Party Transaction is not detrimental to the interest of the Company, however, the appropriate authority may also ratify such transaction or contracts, with or without the modification(s).
    2. Where any contract or arrangement is entered into, without obtaining the consent of the Audit Committee, Board or approval by a Special Resolution in the General Meeting and if it is not ratified by the Board or, as the case may be, by the shareholders at a meeting within three months from the date on which such contractor arrangement was entered into, such contract or arrangement shall be voidable at the option of the Board.
    3. If the appropriate authority decides, not to approve a particular transaction, it may require the Related Party to reimburse the benefits which might have accrued to it and/ or indemnify the Company with regard to the subject Related Party Transaction which is not approved by the appropriate authority.
    4. However the Related Party transaction which are entered into without the approval of the appropriate authority and subsequently not ratified by the appropriate authority, the applicable provisions of the Companies Act, 2013 and Listing Regulations 2015, shall apply.

11. Amendments to the Policy:

    1. The Board of Directors on its own and / or as per the recommendations of Audit Committee can amend this Policy, as and when deemed fit. Any or all provisions of this Policy would be subject to revision /amendment in accordance with the Rules, Regulations, Notifications etc. on the subject as may be issued by relevant statutory authorities, from time to time.
    2. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand