General information about company

Scrip code542760
NSE SymbolSWSOLAR
MSEI SymbolNOTLISTED
ISININE00M201021
Name of the entitySterling and Wilson Renewable Limited
Date of start of financial year01-04-2023
Date of end of financial year31-03-2024
Reporting QuarterYearly
Date of Report31-03-2024
Risk management committeeApplicable
Market Capitalisation as per immediate previous Financial YearTop 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 ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of Birth
1MrKhurshed Yazdi DaruvalaAACPD7565R00216905Non-Executive - Non Independent DirectorChairperson related to Promoter22-03-1969
2MrBalanadu NarayanAAEPN2509D00007129Non-Executive - Non Independent DirectorNot Applicable18-07-1949
3MrCherag Sarosh BalsaraADJPB7156L07030974Non-Executive - Independent DirectorNot Applicable26-01-1969
4MrRahul DuttAEKPD8620B08872616Non-Executive - Independent DirectorNot Applicable24-08-1976
5MsNaina Krishna MurthyAFAPM1115K01216114Non-Executive - Independent DirectorNot Applicable15-09-1971
6MrRukhshana Jina MistryAAEPM3846J08398795Non-Executive - Independent DirectorNot Applicable24-09-1956
7MrSaurabh AgarwalABWPA6364L09206293Non-Executive - Non Independent DirectorNot Applicable25-12-1973
8MrUmesh Narain KhannaAAMPK0537E03634361Non-Executive - Non Independent DirectorNot Applicable08-07-1957
9MrKeki Manchersha ElaviaAAAPE0157G00003940Non-Executive - Independent DirectorNot Applicable09-04-1946

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013

SrWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent status
1NoActive
2NoActive
3NoActive
4NoActive
5NoActive
6NoActive
7NoActive
8NoActive
9NoActive

I. Composition of Board of Directors

SrWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 [with reference to proviso to regulation 17A(1) & 17A(2)]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)Reason for CessationNotes for not providing PANNotes for not providing DIN
1NA25-04-201825-04-20181021
2NA07-04-202207-04-20221000
3NA29-03-202229-03-2022241110
4NA26-03-202426-03-202405560
5NA07-04-202207-04-2022243350
6NA27-03-201927-03-2024601142
7NA07-04-202207-04-20221000
8NA13-07-202313-07-20231030
9Yes30-09-202027-03-201927-03-201926-03-2024603364Tenure Completion



Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
108398795Rukhshana Jina MistryNon-Executive - Independent DirectorChairperson27-03-2019
200216905Khurshed Yazdi DaruvalaNon-Executive - Non Independent DirectorMember27-03-2019
300003940Keki Manchersha ElaviaNon-Executive - Independent DirectorMember27-03-201926-03-2024
407030974Cherag Sarosh BalsaraNon-Executive - Independent DirectorMember26-03-2024


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100003940Keki Manchersha ElaviaNon-Executive - Independent DirectorChairperson27-03-201926-03-2024
200216905Khurshed Yazdi DaruvalaNon-Executive - Non Independent DirectorMember27-03-2019
308398795Rukhshana Jina MistryNon-Executive - Independent DirectorChairperson27-03-2019
407030974Cherag Sarosh BalsaraNon-Executive - Independent DirectorMember26-03-2024


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100216905Khurshed Yazdi DaruvalaNon-Executive - Non Independent DirectorChairperson27-03-2019
208398795Rukhshana Jina MistryNon-Executive - Independent DirectorMember27-03-2019
303634361Umesh Narain KhannaNon-Executive - Non Independent DirectorMember22-09-2023


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100216905Khurshed Yazdi DaruvalaNon-Executive - Non Independent DirectorChairperson23-06-2020
207030974Cherag Sarosh BalsaraNon-Executive - Independent DirectorMember29-03-2022
300003940Keki Manchersha ElaviaNon-Executive - Independent DirectorMember23-06-202026-03-2024
408398795Rukhshana Jina MistryNon-Executive - Independent DirectorMember23-06-2020
503634361Umesh Narain KhannaNon-Executive - Non Independent DirectorMember22-09-2023
608872616Rahul DuttNon-Executive - Independent DirectorMember26-03-2024


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
121-10-2023Yes873
218-01-202488Yes884



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(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 committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber of Directors Present (All Directors including Independent Director)No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1Audit Committee20-10-2023Yes3320
2Audit Committee28-11-202338Yes3320
3Audit Committee18-01-202450Yes3320
4Audit Committee20-03-202461Yes3320
5Nomination and remuneration committee18-01-2024Yes3320
6Nomination and remuneration committee20-02-202432Yes3320



Annexure 1

IV. Meeting of Committees

SrName of CommitteeDate(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 committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber of Directors Present (All Directors including Independent Director)No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
7Nomination and remuneration committee26-03-202434Yes3320
8Stakeholders Relationship Committee20-10-2023Yes3310
9Stakeholders Relationship Committee20-03-2024151Yes3310
10Risk Management Committee28-11-2023Yes5420



Annexure 1

V. Related Party Transactions

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


Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The 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
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The 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
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes

Annexure 1

SrSubjectCompliance status
1Name of signatoryJagannadha Rao Ch. V.
2DesignationCompany 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

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=business
2Terms and conditions of appointment of independent directorsYeshttps://www.sterlingandwilsonre.com/pdf/terms-and-conditions-of-appointment-independent-directors.pdf
3Composition of various committees of board of directorsYeshttps://www.sterlingandwilsonre.com/pdf/reg/composition-of-committees.pdf
4Code of conduct of board of directors and senior management personnelYeshttps://www.sterlingandwilsonre.com/pdf/reg/code-of-conduct.pdf
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttps://www.sterlingandwilsonre.com/pdf/whistle-blower-policy.pdf
6Criteria of making payments to non-executive directorsNoThe same has been disclosed in the Annual Report
7Policy on dealing with related party transactionsYeshttps://www.sterlingandwilsonre.com/pdf/policy-on-related-party-transactions.pdf
8Policy for determining ‘material’ subsidiariesYeshttps://www.sterlingandwilsonre.com/pdf/reg/policy-on-material-subsidiaries.pdf
9Details of familiarization programmes imparted to independent directorsYeshttps://www.sterlingandwilsonre.com/pdf/familiarization-programme-for-independent-directors.pdf
10Email address for grievance redressal and other relevant detailsYeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=mobile
11Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=email
12Financial resultsYeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=Financials-Annual-Report
13Shareholding patternYeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=shareholding_pattern
14Details of agreements entered into with the media companies and/or their associatesNA

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

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
15.1Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeYeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=investor_presentation
15.2Audio or video recordings and transcripts of post earnings/quarterly callsYeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=investor_presentation
16New name and the old name of the listed entityYeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=swre
17Advertisements as per regulation 47 (1)Yeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=newspaper_publication
18Credit rating or revision in credit rating obtainedYeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=credit_rating_disclosures
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearYeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=subsidiary_financial_statements
20Secretarial Compliance ReportYeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=Secretarial_Compliance_Report
21Materiality Policy as per Regulation 30 (4)Yeshttps://www.sterlingandwilsonre.com/pdf/reg/policy-on-determination-of-materiality-of-events-&-information.pdf
22Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)Yeshttps://www.sterlingandwilsonre.com/pdf/reg/disclosure-under-regulation-30-11-Sep-2019.pdf
23Disclosures under regulation 30(8)Yeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=Disclosure_Under_Regulation_30
24Statements of deviation(s) or variations(s) as specified in regulation 32Yeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?filter=&sec=Statement_Deviation
25Dividend Distribution policy as per Regulation 43A(1)Yeshttps://www.sterlingandwilsonre.com/pdf/reg/dividend-distribution-policy.pdf
26Annual return as provided under section 92 of the Companies Act, 2013Yeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr?fliter=&sec=annual_returns
27Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)Yeshttps://www.sterlingandwilsonre.com/investor-relations/reg-46-of-lodr
28Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updatingYesYes


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Role of Audit Committee and information to be reviewed by the audit committee18(3)Yes
18Composition of nomination & remuneration committee19(1) & (2)Yes
19Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
20Meeting of Nomination and Remuneration Committee19(3A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Role of Nomination and Remuneration Committee19(4)Yes
22Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes
23Meeting of Stakeholders Relationship Committee20(3A)Yes
24Role of Stakeholders Relationship Committee20(4)Yes
25Composition and role of risk management committee21(1),(2),(3),(4)Yes
26Meeting of Risk Management Committee21(3A)Yes
27Quorum of Risk Management Committee meeting21(3B)Yes
28Gap between the meetings of the Risk Management Committee21(3C)Yes
29Vigil Mechanism22Yes
30Policy for related party Transaction23(1), (1A), (5), (6), & (8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
32Approval for material related party transactions23(4)Yes
33Disclosure of related party transactions on consolidated basis23(9)Yes
34Composition of Board of Directors of unlisted material Subsidiary24(1)Yes
35Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)Yes
36Alternate Director to Independent Director25(1)Yes
37Maximum Tenure25(2)Yes
38Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism25(2A)Yes
39Meeting of independent directors25(3) & (4)Yes
40Familiarization of independent directors25(7)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
41Declaration from Independent Director25(8) & (9)Yes
42Directors and Officers insurance25(10)Yes
43Confirmation with respect to appointment of Independent Directors who resigned from the listed entity25(11)Yes
44Memberships in Committees26(1)Yes
45Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
46Disclosure of Shareholding by Non-Executive Directors26(4)Yes
47Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
48Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity26(6)Yes
49Vacancies in respect Key Managerial Personnel26A(1) & 26A(2)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryJagannadha Rao Ch. V.
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedYes
Any other information to be provided




Annexure II

1Name of signatoryJagannadha Rao Ch. V.
2DesignationCompany 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
EntityAggregate amount advanced during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by them00
Promoter Group or any other entity controlled by them00
Directors (including relatives) or any other entity controlled by them00
KMPs or any other entity controlled by them00

(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

EntityType (guarantee, comfort letter etc.)Aggregate amount of issuance during six monthsBalance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by themN.A.00
Promoter Group or any other entity controlled by themN.A.00
Directors (including relatives) or any other entity controlled by themN.A.00
KMPs or any other entity controlled by themN.A.00

(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

EntityType of security (cash, shares etc.)Aggregate value of security provided during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by themN.A.00
Promoter Group or any other entity controlled by themN.A.00
Directors (including relatives) or any other entity controlled by them N.A.00
KMPs or any other entity controlled by themN.A.00
(D) Additional InformationTextual Information(2)

II. Affirmations

AffirmationsCompliance StatusCompany 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.YesTextual Information(3)
Name Bahadur Dastoor
Designation CFO
Place Mumbai
Date20-04-2024

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarterNo
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.Date of the eventBrief details of the event



Signatory Details

Name of signatoryJagannadha Rao Ch. V.
Designation of personCompany Secretary and Compliance Officer
PlaceMumbai
Date20-04-2024