DIRECTOR'S REPORT

Dear Shareholders,

Your Directors have great pleasure in presenting the 20th Annual Report on the business and operations of the Company together with the Audited Balance Sheet and Profit & Loss Accounts for the year ended on March 31, 2015.

RESULTS OF OPERATION

Standalone Reaching

• During the financial year ending on March 31, 2015 the Company achieved turnover of Rs. 11 1684.56 lacs as against turnover of Rs. 98551.23 lacs achieved during the previous year, which is a significant increase in turnover by 13.33 %.

• The Profit After Tax (PAT) for the financial year 2014 - 15 is Rs. 10792.34 lacs against Rs. 8384.44 lacs in the previous year 2013-14.

• Profit before Interest, Depreciation, Amortisation, Exceptional Items & Tax stood at Rs. 17525.02 lacs as against Rs. 13971.22 lacs in the previous year.

• Earnings Per Share as on March 31, 2015 is Rs. 59.63 vis a vis against Rs. 46.33 as on March 31, 2014.

• The net worth of the Company has increased and stands at Rs. 52360.37 lacs for the fiscal year 2014 - 15 from Rs. 45559.38 lacs of the previous fiscal year 2013 - 14.

Consolidated Reaching

• During the financial year ending on March 31, 2015 the Company achieved turnover of Rs.146285.63 lacs as against turnover of Rs. 122377.53 lacs achieved during the previous year, which is a significant increase in turnover by 19.54%.

• The Profit After Tax (PAT) after transferring the share of profit of Minority Interest for the financial year 2014 - 15 is Rs. 14740.69 lacs against previous year Rs. 11844.19 lacs in 2013-14.

• Profit before Interest, Depreciation, Amortisation, Exceptional Items & Tax stood at Rs. 26192.20 lacs as against Rs. 21413.55 lacs in the previous year.

• Earnings Per Share as on March 31, 2015 is Rs. 81.45 vis a vis against Rs. 65.44 as on March 31, 2014.

• The net worth of the Company has increased and stands at to Rs. 77588.29 lacs in the fiscal year 2015 from Rs. 66157.41 lacs at the end of fiscal year 2014.

APPROPRIATIONS:

DIVIDEND:

Your Directors recommend a Final Dividend of 90% (Rs. 9/- per Equity Share of Rs. 10/- each) to be appropriated from the profits of the year 2014 - 15, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations.

Pursuant to the approval of Board of Directors on November 10, 2014, your company had distributed an interim dividend of Rs. 8/- per share, on face value of Rs. 10/- each.

The total dividend for the year ended on March 31, 2015 would accordingly be Rs. 17 per Equity share (170% of face value) as against the total dividend of Rs. 12 per Equity Share (120% of face value) for the year ended on March 31, 2014. The total outgo due to Dividend of the Company is Rs. 3,602.50 lacs, including dividend distribution tax as against Rs. 2,438.08 lacs in the previous year. The Dividend payout Ratio of your Company is 24.44%.

TRANSFERS TO RESERVES:

The Company has transferred Rs. 5,000.00 lacs to the general reserve out of the amount available for appropriations and an amount of Rs. 32,096.44 lacs is proposed to be retained in the statement of profit and loss.

CREDIT RATINGS:

CRISIL has upgraded its ratings on the for long term borrowings of Solar Industries India Ltd (SIIL) to "CRISIL AA/Stable" from "CRISIL AA/- Positive". The ratings reflect SIIL'S strong market position, good operating efficiencies (backed by prudent raw material procurement policies and backward integration), and strong debt protection measures. To arrive at its ratings, CRISIL has combined SIIL's financial and business profiles with those of its subsidiaries.

In addition to long Term rating, CRISIL has also re-affirmed the rating of Short Term Borrowings of the SIIL to "CRISIL A1+".

SUBSIDIARY OPERATIONS:

As a purposeful strategy, your Company carries all its business operations through several subsidiaries and associate companies which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of a majority stake in existing enterprises.

Incorporation of Step down Subsidiaries during the year:

During the year under review, two step down overseas subsidiaries were incorporated following are details,

1. Solar Industries Africa Limited in Mauritius through subsidiary Solar Overseas Mauritius limited.

2. Solar Mining Services Pty Ltd in South Africa through our step down subsidiary Solar Overseas Netherlands Cooperative U.A.

ACQUISITION:

Post March 31, 2015 the Company has acquired the following,

1. 498766 Equity Shares aggregating to 100% stake of M/s Blastec (India) Private Limited.

2. 4977700 Equity Shares aggregating to 100% stake of M/s Emul Tek Private Limited.

Accordingly, M/s Blastec (India) Private Limited and M/s Emul Tek Private Limited are the wholly owned subsidiaries of your company.

AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDAIRES

The Board of Directors of your Company at its meeting held on May 25, 2015, approved the Audited Consolidated Financial Statements for the financial year 2014 - 15 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the financial year 2014 - 15, have been prepared in compliance with applicable Accounting Standards and Listing Agreement requirement as prescribed by the Securities and Exchange Board of India.

A report on the performance and financial position of each of subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 forms part of this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.solargroup.com . These documents will also be available for inspection during business hours at our registered office of the Company

The policy determining the material subsidiaries as approved may be accessed on the Company's website at the link <http://solargroup.com/uploads/investors/policies/PDMS.pdf>

DEPOSITS

During the year the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS:

Director's Retiring by Rotation

In terms of Articles of Association of the Company and as per Section 152(6) of the Companies Act, 2013 provides that 2/3rd of the Board of Directors is considered to be Directors liable to retire by rotation, of which 1/3rd shall retire at every Annual General Meeting of the Company as per Section 152(6) (e) of the Companies Act, 2013 and the Company shall have an option to re-appoint the retiring Director or appoint someone else in his place.

This year Shri Manish Nuwal (DIN 00164388) shall retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting.

The Boards of Directors have recommends his re-appointment for consideration of the Shareholders.

The brief resume and other details relating to Shri Manish Nuwal (DIN 00164388) who is proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, is incorporated in the annexure to the notice calling 20th Annual General Meeting of the Company.

DIRECTOR'S APPOINTMENT

a) Shri Anil Kumar Jain

In accordance with Section 161 of the Companies Act, 2013 and of the Articles of Association of the Company, ShriAnil Kumar Jain (DIN: 03532932) was appointed as a Director in casual vacancy with effect from May 25, 2015. Shri Anil Kumar Jain would hold office till the conclusion of this Annual General Meeting of the Company scheduled to be held on September 9, 2015.

The requisite notices together with necessary deposits have been received from a Director pursuant to Section 160 of the Companies Act, 2013, proposing the election of Shri Anil Kumar Jain as an Executive Director of the Company.

b) Smt Madhu Vij

Mrs. Madhu Vij (DIN 00025006) was appointed as

an Additional Director by the Board of Director w.e.f. March 23, 2015 in accordance with the provisions of Section 161 of the Companies Act, 2013 and of Article of Association of the Company.

Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of this 20th Annual General Meeting.

The Company has received request in writing from a member of the company pursuant to Section 160 of the Companies Act, 2013 proposing the candidature of Mrs. Madhu Vij for appointment as Non-Executive Independent Director of the Company.

DIRECTOR'S CESSATION

Shri Kundan Singh Talesra

Shri Kundan Singh Talesra, Executive Director has stepped down from the Board effective from May 25, 2015. The Directors wish to record their gratitude and appreciation for the wise counselling and contributions by Shri Kundan Singh Talesra during his tenure as a Director of the Company. Attention of the Members is invited to the relevant item in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the criteria of independence, as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL

Pursuant to the Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions and rules of the Companies Act, 2013 following existing executives of the Company were designated as the Key Managerial Personnel of the Company on May 26, 2014.

• Shri Satyanarayan Nuwal - Chairman and Executive Director,

• Shri Kailashchandra Nuwal - Executive Director,

• Shri Manish Nuwal - Executive Director,

• Shri Kundan Singh Talesra - Executive Director and Chief Executive Officer,

• Shri Roomie Dara Vakil - Executive Director,

• Shri Nilesh Panpaliya - Chief Financial Officer

• Mrs. Khushboo Pasari - Company Secretary

However, as Shri Kundan Singh Talesra, Executive Director and CEO of the Company has stepped down from the Board on May 25, 2015, the Board of Directors of the Company has appointed Shri Manish Nuwal as a Chief Executive Officer in his place.

Further, Shri Anil Kumar Jain, Director has also been designated as Key Managerial Personnel being Executive Director of the Company in place of Shri Kundan Singh Talesra.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the performance of directors in individual capacity as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship and Corporate Social Responsibility Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Managerial Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A".

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, M/s Gandhi Rathi & Co. Chartered Accountants had been appointed as Statutory Auditor of the Company in the 19th Annual General Meeting of the Company who are eligible to hold the office for a period of three years until the conclusion of the 22nd Annual General Meeting subject to ratification in every Annual General Meeting of the Company.

Accordingly, the appointment of M/s Gandhi Rathi & Co. Chartered Accountants the current Statutory Auditors of the Company is ratified up to the conclusion of the 21st Annual General Meeting to be held in the year 2016.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

There were no adverse remarks or qualification on accounts of the Company from the Statutory Auditors. The Report of Auditors of the Company M/s Gandhi Rathi & Co., Chartered Accountants on the Annual Accounts of Solar Industries India Limited Standalone and Consolidated with Subsidiary Companies forms part of this report.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit of the Cost and related records of the Company for the year 2014 - 15 was undertaken by Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, Nagpur the Cost Auditor of the Company.

There were no adverse remarks or qualification on accounts of the Company from the Cost Auditors.

The Board of Directors of the Company as per Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 had, on the recommendation of the Audit Committee, appointed Shri Deepak Khanuja, Partner of M/s Khanuja Patra & Associates, Cost Accountants to audit the cost records of the Company for the financial year 2015 on a remuneration of Rs. 1,00,000/- (Rupees one lakh only). As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Shri Deepak Khanuja, Partner of Khanuja Patra & Associates, Nagpur, Cost Auditors is included at Item No. 8 of the Notice convening the 20th Annual General Meeting of the Company.

Internal Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company on quarterly basis by M/s B. K Banka & Associates, M/s Ekbote Deshmukh & Co. and M/s Patel Madan Malpani & Co. the Internal Auditors of the Company.

There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

M/s B. K Banka & Associates, Chartered Accountant the Internal Auditor of the Company has resigned. However, the Board of Directors of the Company has appointed M/s Ekbote Deshmukh & Co. Chartered Accountants and M/s Patel Madan Malpani & Co. Chartered Accountants, to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Companies Act, 2013 for the financial year 2015 - 2016.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year 2014 - 15 was undertaken by Shri Anant B. Khamankar, Practising Company Secretary the Secretarial Auditor of the Company.

The Report of Auditors of the Company M/s Anant B Khamankar & Co., Company Secretaries on the Secretarial and related records of the Company is annexed herewith as "Annexure B".

There were no adverse remarks or qualification on accounts of the Company from the Secretarial Auditors.

The Board of Directors of the Company appointed Shri Anant B. Khamankar, Practising Company Secretary, to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the financial year 2015 - 2016.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was 1809.80 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C".

MEETINGS

Board of Directors

During the year Five Board Meetings were convened and held on May 26, 2014, August 04, 2014, November 10, 2014, January 22, 2015 and March 23, 2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Committee Meetings

The Company has total four Committees namely Audit Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Each Committee met five times during the year under review.

The Committee meetings were convened and held on May 26, 2014, August 04, 2014, November 10, 2014, January 22, 2015 and March 23, 2015. The details of which are given in the Corporate Governance Report. The gap between two Meetings did not exceed four months.

AUDIT COMMITTEE

The Audit Committee consists of one executive & three non­executive members, Chairman being Independent Director.

VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company <http://solargroup.com/uploads/investors/policies/WBP.pdf>

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three non-executive members, Chairman being Independent Director.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of two executive and one non-executive members, Chairman being Independent Director.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee consists of one Non-Executive Independent Director & two Executive Directors, Chairman being Executive Director.

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Disease Prevention and Care Projects and made its CSR contribution towards public through recognised hospitals by providing facility like Installation of Medical Equipments.

This project is largely in accordance with Schedule VII of the Companies Act, 2013.

Solar's investment in Disease Prevention initiatives is in accordance with the objective of providing better healthcare to the needy persons of the society. The CSR initiatives undertaken in this thrust area include supply of medical equipments, to various hospitals.

The Report on CSR activities is annexed herewith as "Annexure D".

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS WITH RELATED PARTIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2014 - 15 were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has formulated a Related Party Transactions policy indicating the Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The Company has entered into contracts with related parties as per Section 188 of the Companies Act, 2013. The details forming part of the extract of the contracts in form AOC-2 is annexed herewith as "Annexure E".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

STATEMENT OF MANAGEMENT'S RESPONSIBILITY FOR

CONSOLIDATED FINANCIAL STATEMENTS:

Management is responsible for the preparation of the Consolidated Financial Statements and related information that are presented in this report. The Board of Directors of your Company at its meeting held on May 25, 2015 has approved the Audited Consolidated Financial Statements for the financial year 2014 - 15 and its subsidiaries in accordance with Clause 32 of Listing Agreement with the Stock Exchanges and Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India. The Consolidated Financial Statements of your Company for the financial year 2014-15, are prepared in compliance with applicable Accounting Standards based on management's estimates, assumptions and judgments where applicable as well as Listing Agreement as prescribed by the Securities and Exchange Board of India.

The Company has built adequate systems of internal controls aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws.

The Internal Audit function monitors the effectiveness of controls, and also provides an independent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework. The Audit Committee of the Board reviews major internal audit reports as well as the adequacy of internal controls.

SOLAR'S CORPORATE GOVERNANCE PHILOSOPHY:

Corporate Governance philosophy of the Company is based on the principles of equity, fairness, transparency, spirit of law and honest communication. The Company believes that sound Corporate Governance is necessary to retain stakeholder's trust and ensures efficient working and proper conduct of the business of the Company with integrity. Development of Corporate Governance guidelines is a continuous process which evolves over a period of time and undergoes changes to suit the changing times and needs of the business, society and the nation.

Your Company has implemented the conditions of Corporate Governance as contained in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and Management Discussion and Analysis along with necessary certificates is given elsewhere in this report. Also certificate taken from M/s Gandhi Rathi & Co. Chartered Accountants, Nagpur, Statutory Auditors of the Company, confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is annexed to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 123 and 125 of Companies Act, 2013, the relevant amounts which have remained unclaimed and unpaid for a period of seven years from the date they became due for payment have been transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

During the year under review, in Compliance with the above Sections and Investor Education and Protection Fund (awareness and protection of investors) Rules, 2011. your company has transferred Unpaid and unclaimed dividend amount lying in the Final Dividend Account (2006-2007) of Rs. 49,953 and Interim Dividend Account of (2007-2008) Rs. 27,228 to IEPF.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 4, 2014 (date of last Annual General Meeting) on the Company's website (www.solargroup.com ) and also on the Ministry of Corporate Affairs' website.

POST BALANCE SHEET DATE EVENT:

Board of Directors of your Company has announced the following in their meeting held on May 25, 2015 at the registered office of the Company,

a. The acquisition of 4,98,766 Equity Shares aggregating to 100% stake of M/s Blastec (India) Private Limited and

b. The acquisition of 49,77,700 Equity Shares aggregating to 100% stake of M/s Emul Tek Private Limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India.

CEO/CFO CERTIFICATION:

As required under Clause 49 (IX) of the Listing Agreement, the CEO/CFO certification is attached with the annual report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended March 31, 2015, the applicable Accounting Standards had been followed and there are no departures,

ii. Accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2015 and of the profit of the Company for that year ended on that date,

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and detecting fraud and other irregularities,

iv. Annual accounts for the year ended March 31, 2015 have been prepared on a going concern basis.

v. Internal Financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DISCLOSURE REQUIREMENTS

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarisation programme of the independent directors are available on the website of the Company at the following link <http://solargroup.com/uploads/investors/policies/FPIDS.pdf>

Policy for determining material subsidiaries of the Company is available on the website of the Company at the following link <http://solargroup.com/uploads/investors/policies/PDMS.pdf>

Policy on dealing with related party transactions is available on the website of the Company at the following link <http://solargroup.com/uploads/investors/policies/PRPT.pdf>

The Company has formulated the Corporate Social Responsibility Policy in line with the provisions of Section 135(4) of the Companies Act, 2013 and Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 and the said policy is available on the website of the Company at the following link <http://solargroup.com/uploads/investors/policies/CSR.pdf>

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges and the said policy is available at the website of the Company at the following link <http://solargroup.com/uploads/investors/policies/WBP.pdf>

APPRECIATION & ACKNOWLEDGEMENT

Your company satisfactorily outperformed the industry in this challenging year and continues to maintain its leadership position. It has been surpassing all the international quality and cost benchmarks and continues to build shareholder value. Your Director looks to the future with confidence.

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

For and on behalf of the Board

 (Satyanarayan Nuwal)

Chairman

Place : Nagpur

Date : May 25, 2015