General information about company

Scrip code 542760
NSE Symbol SWSOLAR
MSEI Symbol NOTLISTED
ISIN INE00M201021
Name of the entity Sterling and Wilson Renewable Energy Limited
Date of start of financial year 01-04-2022
Date of end of financial year 31-03-2023
Reporting Quarter Half Yearly
Date of Report 30-09-2022
Risk management committee Applicable
Market Capitalisation as per immediate previous Financial Year Top 500 listed entities



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson related to Promoter Yes Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes for not providing PAN Notes for not providing DIN
1 Mr Khurshed Yazdi Daruvala AACPD7565R 00216905 Non-Executive - Non Independent Director Chairperson related to Promoter 22-03-1969 No Active NA 25-04-2018 1 0 2 1
2 Mr Cherag Sarosh Balsara ADJPB7156L 07030974 Non-Executive - Independent Director Not Applicable 26-01-1969 No Active NA 29-03-2022 6 1 1 0 0
3 Mr Keki Manchersha Elavia AAAPE0157G 00003940 Non-Executive - Independent Director Not Applicable 09-04-1946 No Active Yes 30-09-2020 27-03-2019 42 5 5 8 4
4 Mr Pallon Shapoorji Mistry APAPM0084M 05229734 Non-Executive - Non Independent Director Not Applicable 12-03-1992 No Active NA 02-08-2018 1 0 1 0



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes for not providing PAN Notes for not providing DIN
5 Ms Rukhshana Jina Mistry AAEPM3846J 08398795 Non-Executive - Independent Director Not Applicable 24-09-1956 No Active NA 27-03-2019 42 1 1 3 1
6 Ms Naina Krishna Murthy AFAPM1115K 01216114 Non-Executive - Independent Director Not Applicable 15-09-1971 No Active NA 07-04-2022 6 2 2 2 0
7 Mr Balanadu Narayan AAEPN2509D 00007129 Non-Executive - Non Independent Director Not Applicable 18-07-1949 No Active NA 07-04-2022 1 0 0 0
8 Mr Saurabh Agarwal ABWPA6364L 09206293 Non-Executive - Non Independent Director Not Applicable 25-12-1973 No Active NA 07-04-2022 1 0 0 0




Audit Committee Details

Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 08398795 Rukhshana Jina Mistry Non-Executive - Independent Director Chairperson 27-03-2019
2 00216905 Khurshed Yazdi Daruvala Non-Executive - Non Independent Director Member 27-03-2019
3 00003940 Keki Manchersha Elavia Non-Executive - Independent Director Member 27-03-2019


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00003940 Keki Manchersha Elavia Non-Executive - Independent Director Chairperson 27-03-2019
2 00216905 Khurshed Yazdi Daruvala Non-Executive - Non Independent Director Member 27-03-2019
3 08398795 Rukhshana Jina Mistry Non-Executive - Independent Director Member 27-03-2019


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00216905 Khurshed Yazdi Daruvala Non-Executive - Non Independent Director Chairperson 27-03-2019
2 05229734 Pallon Shapoorji Mistry Non-Executive - Non Independent Director Member 27-03-2019
3 08398795 Rukhshana Jina Mistry Non-Executive - Independent Director Member 27-03-2019


Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00216905 Khurshed Yazdi Daruvala Non-Executive - Non Independent Director Chairperson 23-06-2020
2 07030974 Cherag Sarosh Balsara Non-Executive - Independent Director Member 29-03-2022
3 00003940 Keki Manchersha Elavia Non-Executive - Independent Director Member 23-06-2020
4 05229734 Pallon Shapoorji Mistry Non-Executive - Non Independent Director Member 23-06-2020
5 08398795 Rukhshana Jina Mistry Non-Executive - Independent Director Member 23-06-2020


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks


Other Committee

Sr DIN Number Name of Committee members Name of other committee Category 1 of directors Category 2 of directors Remarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (if any) in the previous quarter Date(s) of meeting (if any) in the current quarter Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 07-04-2022 Yes 5 5 3
2 05-07-2022 88 Yes 8 8 4
3 12-07-2022 6 Yes 8 7 3
4 07-09-2022 56 Yes 8 6 3



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors (All directors including Independent director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 07-04-2022 Yes 3 3 2 0
2 Audit Committee 05-07-2022 88 Yes 3 3 2 0
3 Audit Committee 12-07-2022 6 Yes 3 3 2 0
4 Audit Committee 07-09-2022 56 Yes 3 3 2 0
5 Audit Committee 15-09-2022 7 Yes 3 3 2 0
6 Nomination and remuneration committee 07-04-2022 Yes 3 3 2 0



Annexure 1

IV. Meeting of Committees

Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors (All directors including Independent director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
7 Nomination and remuneration committee 30-06-2022 83 Yes 3 3 2 0
8 Nomination and remuneration committee 29-07-2022 28 Yes 3 3 2 0
9 Stakeholders Relationship Committee 12-07-2022 Yes 3 3 1 0
10 Risk Management Committee 17-06-2022 Yes 5 4 3 0



Annexure 1

V. Related Party Transactions

Sr Subject Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
1 Whether prior approval of audit committee obtained Yes
2 Whether shareholder approval obtained for material RPT Yes
3 Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee Yes


Annexure 1

VI. Affirmations

Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes

Annexure 1

Sr Subject Compliance status
1 Name of signatory Jagannadha Rao Ch. V.
2 Designation Company Secretary and Compliance Officer



Annexure III

III. Affirmations

Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
1 Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website 46(2) Yes
2 Presence of Chairperson of Audit Committee at the Annual General Meeting 18(1)(d) Yes
3 Presence of Chairperson of the nomination and remuneration committee at the annual general meeting 19(3) Yes
4 Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting 20(3) Yes
5 Whether “Corporate Governance Report” disclosed in Annual Report 34(3) read with para C of Schedule V Yes
Any other information to be provided




Annexure III

1 Name of signatory Jagannadha Rao Ch. V.
2 Designation Company Secretary and Compliance Officer




Additional Half yearly Disclosure

Applicability of disclosure Applicable
Reason for Non Applicability Textual Information(1)

I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below

(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them 0 0
Promoter Group or any other entity controlled by them 0 0
Directors (including relatives) or any other entity controlled by them 0 0
KMPs or any other entity controlled by them 0 0

(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By

Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them N.A. 0 0
Promoter Group or any other entity controlled by them N.A. 0 0
Directors (including relatives) or any other entity controlled by them N.A. 0 0
KMPs or any other entity controlled by them N.A. 0 0

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by

Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them N.A. 0 0
Promoter Group or any other entity controlled by them N.A. 0 0
Directors (including relatives) or any other entity controlled by them N.A. 0 0
KMPs or any other entity controlled by them N.A. 0 0
(D) Additional Information Textual Information(2)

II. Affirmations

Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. Yes Textual Information(3)
Name Bahadur Dastoor
Designation CFO
Place Mumbai
Date 19-10-2022

Signatory Details

Name of signatory Jagannadha Rao Ch. V.
Designation of person Company Secretary and Compliance Officer
Place Mumbai
Date 19-10-2022