General information about company

Scrip code542760
NSE SymbolSWSOLAR
MSEI SymbolNOTLISTED
ISININE00M201021
Name of the entitySterling and Wilson Renewable Energy Limited
Date of start of financial year01-04-2021
Date of end of financial year31-03-2022
Reporting QuarterYearly
Date of Report31-03-2022
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 explanatoryTextual Information(1)
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 BirthWhether 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 (Refer Regulation 17A(1) of Listing RegulationsNumber 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 PANNotes for not providing DIN
1MrKhurshed Yazdi DaruvalaAACPD7565R00216905Non-Executive - Non Independent DirectorChairperson related to Promoter22-03-1969NA25-04-20181021
2MrArif Saleh DoctorAERPD2628A08390169Non-Executive - Independent DirectorNot Applicable17-07-1972NA27-03-201918-02-2022350000
3MrBikesh OgraAAIPO8682Q08378235Non-Executive - Non Independent DirectorNot Applicable06-10-1972NA27-03-20191000
4MrKeki Manchersha ElaviaAAAPE0157G00003940Non-Executive - Independent DirectorNot Applicable09-04-1946Yes30-09-202027-03-2019365584



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether 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 (Refer Regulation 17A(1) of Listing RegulationsNumber 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 PANNotes for not providing DIN
5MrPallon Shapoorji MistryAPAPM0084M05229734Non-Executive - Non Independent DirectorNot Applicable12-03-1992NA02-08-20181010
6MsRukhshana Jina MistryAAEPM3846J08398795Non-Executive - Independent DirectorNot Applicable24-09-1956NA27-03-2019361121
7MrCherag Sarosh BalsaraADJPB7156L07030974Non-Executive - Independent DirectorNot Applicable26-01-1969NA29-03-202201100



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 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
200003940Keki Manchersha ElaviaNon-Executive - Independent DirectorMember27-03-2019
300216905Khurshed Yazdi DaruvalaNon-Executive - Non Independent DirectorMember27-03-2019


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 DirectorChairperson27-03-2019
200216905Khurshed Yazdi DaruvalaNon-Executive - Non Independent DirectorMember27-03-2019
308398795Rukhshana Jina MistryNon-Executive - Independent DirectorMember27-03-2019


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
205229734Pallon Shapoorji MistryNon-Executive - Non Independent DirectorMember27-03-2019
308398795Rukhshana Jina MistryNon-Executive - Independent DirectorMember27-03-2019


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
208390169Arif Saleh DoctorNon-Executive - Independent DirectorMember23-06-202018-02-2022
308378235Bikesh OgraNon-Executive - Non-Independent DirectorMember23-06-2020
400003940Keki Manchersha ElaviaNon-Executive - Independent DirectorMember23-06-2020
505229734Pallon Shapoorji MistryNon-Executive - Non-Independent DirectorMember23-06-2020
608398795Rukhshana Jina MistryNon-Executive - Independent DirectorMember23-06-2020
707030974Cherag Sarosh BalsaraNon-Executive - Independent DirectorMember29-03-2022


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)Number of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
110-10-2021Yes53
213-11-202133Yes53
330-12-202146Yes43
414-02-202245Yes63
529-03-202242Yes52



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)Number of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
1Audit Committee10-10-2021Yes32
2Audit Committee12-11-202132Yes32
3Audit Committee30-12-202147Yes32
4Audit Committee14-02-202245Yes32
5Audit Committee29-03-202242Yes32
6Nomination and remuneration committee18-10-2021Yes32



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)Number of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
7Nomination and remuneration committee29-03-2022Yes32
8Stakeholders Relationship Committee14-02-2022Yes31
9Risk Management Committee23-12-2021Yes52



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 500 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 businessYeswww.sterlingandwilsonre.com
2Terms and conditions of appointment of independent directorsYeswww.sterlingandwilsonre.com
3Composition of various committees of board of directorsYeswww.sterlingandwilsonre.com
4Code of conduct of board of directors and senior management personnelYeswww.sterlingandwilsonre.com
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.sterlingandwilsonre.com
6Criteria of making payments to non-executive directorsYeswww.sterlingandwilsonre.com
7Policy on dealing with related party transactionsYeswww.sterlingandwilsonre.com
8Policy for determining ‘material’ subsidiariesYeswww.sterlingandwilsonre.com
9Details of familiarization programmes imparted to independent directorsYeswww.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

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


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(1B)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
17Composition of nomination & remuneration committee19(1) & (2)Yes
18Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
19Meeting of Nomination and Remuneration Committee19(3A)Yes
20Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Meeting of Stakeholders Relationship Committee20(3A)Yes
22Composition and role of risk management committee21(1),(2),(3),(4)Yes
23Meeting of Risk Management Committee21(3A)Yes
24Vigil Mechanism22Yes
25Policy for related party Transaction23(1),(1A),(5),(6),(7) & (8)Yes
26Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
27Approval for material related party transactions23(4)Yes
28Disclosure of related party transactions on consolidated basis23(9)Yes
29Composition of Board of Directors of unlisted material Subsidiary24(1)Yes
30Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Annual Secretarial Compliance Report24(A)Yes
32Alternate Director to Independent Director25(1)Yes
33Maximum Tenure25(2)Yes
34Meeting of independent directors25(3) & (4)Yes
35Familiarization of independent directors25(7)Yes
36Declaration from Independent Director25(8) & (9)Yes
37D & O Insurance for Independent Directors25(10)Yes
38Memberships in Committees26(1)Yes
39Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
40Disclosure of Shareholding by Non-Executive Directors26(4)NA
41Policy with respect to Obligations of directors and senior management26(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

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 themNot applicable00
Promoter Group or any other entity controlled by themNot applicable00
Directors (including relatives) or any other entity controlled by themNot applicable00
KMPs or any other entity controlled by themNot applicable00

(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 themNot applicable00
Promoter Group or any other entity controlled by themNot applicable00
Directors (including relatives) or any other entity controlled by them Not applicable00
KMPs or any other entity controlled by themNot applicable00
(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
Date21-04-2022

Signatory Details

Name of signatoryJagannadha Rao Ch. V.
Designation of personCompany Secretary and Compliance Officer
PlaceMumbai
Date21-04-2022