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 01-04-2021
Date of end of financial year 31-03-2022
Reporting Quarter Yearly
Date of Report 31-03-2022
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 Textual Information(1)
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No
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 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 NA 25-04-2018 1 0 2 1
2 Mr Arif Saleh Doctor AERPD2628A 08390169 Non-Executive - Independent Director Not Applicable 17-07-1972 NA 27-03-2019 18-02-2022 35 0 0 0 0
3 Mr Bikesh Ogra AAIPO8682Q 08378235 Non-Executive - Non Independent Director Not Applicable 06-10-1972 NA 27-03-2019 1 0 0 0
4 Mr Keki Manchersha Elavia AAAPE0157G 00003940 Non-Executive - Independent Director Not Applicable 09-04-1946 Yes 30-09-2020 27-03-2019 36 5 5 8 4



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 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 Mr Pallon Shapoorji Mistry APAPM0084M 05229734 Non-Executive - Non Independent Director Not Applicable 12-03-1992 NA 02-08-2018 1 0 1 0
6 Ms Rukhshana Jina Mistry AAEPM3846J 08398795 Non-Executive - Independent Director Not Applicable 24-09-1956 NA 27-03-2019 36 1 1 2 1
7 Mr Cherag Sarosh Balsara ADJPB7156L 07030974 Non-Executive - Independent Director Not Applicable 26-01-1969 NA 29-03-2022 0 1 1 0 0



Text Block
Textual Information(1)
Mr. Arif Saleh Doctor, Non-Executive-Independent Director, demitted his office as a Director of the Company with effect from the close of business hours on February 18, 2022.

Mr. Arif Saleh Doctor in his resignation letter dated february 18, 2022 confirmed that he is not holding directorship in any other Company as on date of his resignation.




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 00003940 Keki Manchersha Elavia Non-Executive - Independent Director Member 27-03-2019
3 00216905 Khurshed Yazdi Daruvala Non-Executive - Non 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 08390169 Arif Saleh Doctor Non-Executive - Independent Director Member 23-06-2020 18-02-2022
3 08378235 Bikesh Ogra Non-Executive - Non-Independent Director Member 23-06-2020
4 00003940 Keki Manchersha Elavia Non-Executive - Independent Director Member 23-06-2020
5 05229734 Pallon Shapoorji Mistry Non-Executive - Non-Independent Director Member 23-06-2020
6 08398795 Rukhshana Jina Mistry Non-Executive - Independent Director Member 23-06-2020
7 07030974 Cherag Sarosh Balsara Non-Executive - Independent Director Member 29-03-2022


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) Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 10-10-2021 Yes 5 3
2 13-11-2021 33 Yes 5 3
3 30-12-2021 46 Yes 4 3
4 14-02-2022 45 Yes 6 3
5 29-03-2022 42 Yes 5 2



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) Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 Audit Committee 10-10-2021 Yes 3 2
2 Audit Committee 12-11-2021 32 Yes 3 2
3 Audit Committee 30-12-2021 47 Yes 3 2
4 Audit Committee 14-02-2022 45 Yes 3 2
5 Audit Committee 29-03-2022 42 Yes 3 2
6 Nomination and remuneration committee 18-10-2021 Yes 3 2



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) Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
7 Nomination and remuneration committee 29-03-2022 Yes 3 2
8 Stakeholders Relationship Committee 14-02-2022 Yes 3 1
9 Risk Management Committee 23-12-2021 Yes 5 2



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 500 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 II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations
Sr Item Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here. Web address
1 Details of business Yes www.sterlingandwilsonre.com
2 Terms and conditions of appointment of independent directors Yes www.sterlingandwilsonre.com
3 Composition of various committees of board of directors Yes www.sterlingandwilsonre.com
4 Code of conduct of board of directors and senior management personnel Yes www.sterlingandwilsonre.com
5 Details of establishment of vigil mechanism/ Whistle Blower policy Yes www.sterlingandwilsonre.com
6 Criteria of making payments to non-executive directors Yes www.sterlingandwilsonre.com
7 Policy on dealing with related party transactions Yes www.sterlingandwilsonre.com
8 Policy for determining ‘material’ subsidiaries Yes www.sterlingandwilsonre.com
9 Details of familiarization programmes imparted to independent directors Yes www.sterlingandwilsonre.com

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations
Sr Item Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here. Web address
10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes www.sterlingandwilsonre.com
11 email address for grievance redressal and other relevant details Yes www.sterlingandwilsonre.com
12 Financial results Yes www.sterlingandwilsonre.com
13 Shareholding pattern Yes www.sterlingandwilsonre.com
14 Details of agreements entered into with the media companies and/or their associates NA
15 Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange Yes www.sterlingandwilsonre.com
16 New name and the old name of the listed entity Yes www.sterlingandwilsonre.com
17 Advertisements as per regulation 47 (1) Yes www.sterlingandwilsonre.com
18 Credit rating or revision in credit rating obtained Yes www.sterlingandwilsonre.com
19 Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year Yes www.sterlingandwilsonre.com
20 Whether company has provided information under separate section on its website as per Regulation 46(2) Yes www.sterlingandwilsonre.com
21 Materiality Policy as per Regulation 30 Yes www.sterlingandwilsonre.com
22 Dividend Distribution policy as per Regulation 43A (as applicable) Yes www.sterlingandwilsonre.com
23 It is certified that these contents on the website of the listed entity are correct Yes www.sterlingandwilsonre.com


Annexure II

II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ 16(1)(b) & 25(6) Yes
2 Board composition 17(1), 17(1A) & 17(1B) Yes
3 Meeting of Board of directors 17(2) Yes
4 Quorum of Board meeting 17(2A) Yes
5 Review of Compliance Reports 17(3) Yes
6 Plans for orderly succession for appointments 17(4) Yes
7 Code of Conduct 17(5) Yes
8 Fees/compensation 17(6) Yes
9 Minimum Information 17(7) Yes
10 Compliance Certificate 17(8) Yes

Annexure II

II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
11 Risk Assessment & Management 17(9) Yes
12 Performance Evaluation of Independent Directors 17(10) Yes
13 Recommendation of Board 17(11) Yes
14 Maximum number of Directorships 17A Yes
15 Composition of Audit Committee 18(1) Yes
16 Meeting of Audit Committee 18(2) Yes
17 Composition of nomination & remuneration committee 19(1) & (2) Yes
18 Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes
19 Meeting of Nomination and Remuneration Committee 19(3A) Yes
20 Composition of Stakeholder Relationship Committee 20(1), 20(2) & 20(2A) Yes

Annexure II

II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
21 Meeting of Stakeholders Relationship Committee 20(3A) Yes
22 Composition and role of risk management committee 21(1),(2),(3),(4) Yes
23 Meeting of Risk Management Committee 21(3A) Yes
24 Vigil Mechanism 22 Yes
25 Policy for related party Transaction 23(1),(1A),(5),(6),(7) & (8) Yes
26 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) Yes
27 Approval for material related party transactions 23(4) Yes
28 Disclosure of related party transactions on consolidated basis 23(9) Yes
29 Composition of Board of Directors of unlisted material Subsidiary 24(1) Yes
30 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) Yes

Annexure II

II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
31 Annual Secretarial Compliance Report 24(A) Yes
32 Alternate Director to Independent Director 25(1) Yes
33 Maximum Tenure 25(2) Yes
34 Meeting of independent directors 25(3) & (4) Yes
35 Familiarization of independent directors 25(7) Yes
36 Declaration from Independent Director 25(8) & (9) Yes
37 D & O Insurance for Independent Directors 25(10) Yes
38 Memberships in Committees 26(1) Yes
39 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Yes
40 Disclosure of Shareholding by Non-Executive Directors 26(4) NA
41 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
Any other information to be provided Textual Information(1)

Text Block
Textual Information(1)

Regulation 26(4) has been omitted by the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f. 5.5.2021. 


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



Annexure II

III. Affirmations
Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied Yes
Any other information to be provided




Annexure II
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 Not applicable 0 0
Promoter Group or any other entity controlled by them Not applicable 0 0
Directors (including relatives) or any other entity controlled by them Not applicable 0 0
KMPs or any other entity controlled by them Not applicable 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 Not applicable 0 0
Promoter Group or any other entity controlled by them Not applicable 0 0
Directors (including relatives) or any other entity controlled by them Not applicable 0 0
KMPs or any other entity controlled by them Not applicable 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 21-04-2022

Signatory Details
Name of signatory Jagannadha Rao Ch. V.
Designation of person Company Secretary and Compliance Officer
Place Mumbai
Date 21-04-2022