savita oil technologies ltd Directors report

To the Members

Your Directors have pleasure in presenting the Sixty-second Annual Report, together with the Audited Accounts for the year ended 31st March, 2023.

1. FINANCIAL RESULTS

				(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	Year ended 31st March, 2023	Year ended 31st March, 2022	Year ended 31st March, 2023	Year ended 31st March, 2022
Total Income	3,65,337	2,96,902	3,65,337	2,96,902
Profit before Depreciation & Tax	32,336	36,972	32,336	36,972
Depreciation	2,059	2,131	2,059	2,131
Exceptional Income	-	-	-	-
Profit/(Loss) before Tax	30,276	34,842	30,276	34,842
Provision for Taxation:
Current	7,869	8,901	7,869	8,901
Deferred	(158)	(117)	(158)	(117)
Provision for Taxation no longer required	(4)	9	(4)	9
Profit/(Loss) for the year after Tax	22,570	26,049	22,570	26,049
Other Comprehensive Income	3	(49)	3	(49)
Balance brought forward from previous year	1,24,877	1,01,828	1,24,877	1,01,828
Profit available for appropriation	1,47,450	1,27,828	1,47,450	1,27,828
Appropriations:
Dividend	3,455	2,133	3,455	2,133
Tax on Dividend/Tax on buy-back of equity shares	-	819*	-	819*
General Reserve	-	-	-	-
Balance carried to Balance Sheet	1,43,995	1,24,877	1,43,995	1,24,877

*Tax of Rs.819 Lakhs was paid on buy-back of equity shares

2. SHARE CAPITAL

The paid-up equity share capital of your Company stands at 13,82,00,830/- as on date.

3. DIVIDEND

Your Directors at the Board Meeting held on 26th May, 2023 have recommended dividend @200% ( 4 per equity share of Rs.2/- each), as against 250% dividend for the previous year, on the paid up Equity Share Capital of Rs.1,382.01 Lakhs, resulting in an outgo of Rs.2,764.02 Lakhs for your Company ( 3,455.02 Lakhs for previous year).

4. RESERVES

The Reserves of your Company stood increased to Rs.1,435 Crores on standalone basis at the end of the year under review as against Rs.1,244 Crores for the previous year.

5. OPERATIONS

During the year under review, on standalone basis, your Company achieved sales volume of 3,86,944 KLs/MTs as against 3,90,740 KLs/MTs achieved during FY 2021-2022. Your Companys sales turnover increased during the year 2022-2023 at Rs.3,59,457/- Lakhs against Rs.2,91,399/- Lakhs in the year 2021-2022. Your Company achieved a net profit of Rs.22,570/- Lakhs during the year 2022-2023 as against Rs.26,049/-Lakhs during the previous year.

During the Financial Year 2022-2023, your Companys Wind Power Plants situated in the states of Maharashtra, Karnataka and Tamil Nadu generated a total of 85.64 MU against 83.40 MU generated in the previous year. During the year under review, your Company did not add any new projects to its Wind Portfolio.

6. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2023, the Company had two subsidiary companies viz. Savita Polymers Limited and Savita GreenTec Limited. There has been no material change in the nature of business of the subsidiary companies during FY 2022-2023.

The report on the financial position of the subsidiary companies as per Section 129 (3) of the Companies Act, 2013 is provided in Form No.AOC-1, which is enclosed as a separate annexure to this Report.

7. AMALGAMATION OF SAVITA POLYMERS LIMITED WITH THE COMPANY

Pursuant to the approval granted by the respective Boards of Directors of Savita Polymers Limited, your Company and the approval granted by The National Company Law Tribunal, Mumbai (NCLT") vide order dated 8th May, 2023 ("Order") under Sections 230 to 232 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder, Savita Polymers Limited has amalgamated with Savita Oil Technologies Limited upon filing of the Order by Savita Oil Technologies Limited with Registrar of Companies, Mumbai ("ROC") on 2nd June, 2023 in line with the provisions of the Companies Act, 2013.

To give effect to the Scheme of Amalgamation with effect from 1st April, 2022 pursuant to NCLT Order, the Company has restated the financial figures of the previous years.

8. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public or its employees during the year under review.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

10. CORPORATE GOVERNANCE

Corporate Governance Report along with a Certificate from the Secretarial Auditors of your Company regarding compliance of the conditions of Corporate Governance pursuant to requirements as stipulated by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms part of this Report.

11. DIRECTORS

As per provisions of Section 152 of the Companies Act, 2013, Mr. Suhas M. Dixit (DIN: 02359138), Director of the Company retires by rotation at the ensuing Annual General Meeting of your Company and being eligible offers himself for re-appointment.

Board of your Company in its meeting held on 1st August, 2023, re-appointed Mr. Gautam N. Mehra (DIN: 00296615) as Managing Director w.e.f. 1st October, 2023 upto 30th September, 2028 on non-rotational basis, as recommended by Nomination & Remuneration Committee, subject to your approval at the ensuing Annual General Meeting.

Board of your Company in its meeting held on 1st August, 2023, re-appointed Mr. Suhas M. Dixit (DIN: 02359138) as Whole-time Director w.e.f. 1st October, 2023 upto 30th September, 2024 as recommended by Nomination & Remuneration Committee, subject to your approval at the ensuing Annual General Meeting.

Profiles of Mr. Gautam N. Mehra and Mr. Suhas M. Dixit have been detailed below Explanatory Statement annexed to the Notice of the ensuing Annual General Meeting. Your Directors recommend re-appointment of Mr. Gautam N. Mehra as Managing Director and Mr. Suhas M. Dixit as Whole-time Director of your Company.

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Gautam N. Mehra, Managing Director of your Company, Mr. Suhas M. Dixit, Chief Financial Officer & Director, Mr. Siddharth G. Mehra, Whole-time Director and Mr. Uday C. Rege, Company Secretary and Executive VP - Legal continued to be the Key Managerial Personnel of your Company.

Remuneration and other details of the said Key Managerial Personnel for the financial year ended 31st March, 2023 are attached to the Boards Report.

13. BOARD COMMITTEES

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board of Directors of your Company.

Details of the role and composition of the Committees of the Company, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

14. NUMBER OF MEETINGS

The Board of Directors of your Company met five times during FY 2022-2023. The Board Meetings were held on 30th May, 2022, 21st June, 2022, 2nd August, 2022, 11th November, 2022 and 30th January, 2023. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

Audit Committee of your Company met four times on 30th May, 2022, 2nd August, 2022, 11th November, 2022 and 30th January, 2023 during the FY 2022-2023.

Stakeholders Relationship Committee of your Company met four times on 30th May, 2022, 2nd August, 2022, 11th November, 2022 and 30th January, 2023 during the FY 2022-2023.

Nomination and Remuneration Committee of your Company met once on 2nd August, 2022 during the FY 2022-2023.

Risk Management Committee of your Company met two times on 2nd August, 2022 and 30th January, 2023 during the FY 2022-2023.

CSR Committee of your Company met once on 30th May, 2022 during the FY 2022-2023.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2023 and of statement of profit and loss of your Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the internal financial controls have been laid down to be followed by your Company and such controls are adequate and are operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.

16. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee for the year 2022-2023 was carried out by your Company.

For the year 2022-2023, the performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out separately by the Independent Directors.

The Directors expressed their satisfcation with the evaluation process.

17. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of your Company met on 31st March, 2023, interalia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of your Company as a whole,

ii) Evaluation of performance of the Chairman of your Company, taking into views of Executive and Non-Executive Directors,

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

18. MANAGERIAL REMUNERATION

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure. The information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any Member of your Company. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of your Company.

19. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy

recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of your Company in its Meeting held on 29th May, 2014 continues to be adopted by your Company. The Remuneration Policy of your Company is attached to this Report as a separate annexure and the same can be accessed by clicking on the weblink http:// www.savita.com/about/remuneration-policy.php

20. CSR POLICY

The Corporate Social Responsibility Policy recommended by the CSR Committee and approved by the Board of Directors of your Company in its Meeting held on 29th May, 2014 continues to be adopted by your Company. The same can be accessed by clicking on the weblink http://www.savita.com/ about/corporate-social-responsibility.php

The disclosure relating to the amount spent on Corporate Social Responsibility activities for the financial year ended 31st March, 2023 is attached to this Report as a separate annexure.

21. LISTING AND OTHER REGULATORY ORDERS AGAINST YOUR COMPANY, IF ANY

Your Companys shares continue to be listed on BSE Limited and National Stock Exchange of India Limited. The Listing Fees to these two Stock Exchanges for the FY 2023-2024 have been paid by your Company on time.

There were no significant or material orders passed by any of the regulators or courts or tribunals impacting the going concern status and your Companys operations in future.

22. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, your Company has transferred Rs.2.70 Lakhs towards unclaimed Dividend as against Rs.13.01 Lakhs towards unclaimed Dividend in the previous year to the Investor Education and Protection Fund, which amount was due and payable for the FY 2014-2015 and remained unclaimed and unpaid for a period of 7 years, as provided in Section 125 of the Companies Act, 2013.

Your Company has intimated to the shareholders who had not claimed dividends for the past 7 years to claim the dividends forthwith failing which their shares would stand transferred to the IEPF Authority after 17th April, 2023.

23. KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31st March, 2023, are provided in the Management Discussion and Analysis Report which is annexed hereto and forms part of the Boards Report.

24. STATUTORY AUDITORS

The Members of your Company, at the 61st Annual General Meeting held on 29th September, 2022 had re-appointed G. D. Apte & Company, Chartered Accountants (Firm Registration No. 100515W) as the Statutory Auditors of the Company for the second term of 5 years to hold office from the conclusion of the 61st Annual General Meeting until the conclusion of the 66th Annual General Meeting of the Company.

25. AUDITORS REPORT

The Auditors Report to the Members on the Accounts of your Company for the financial year ended 31st March, 2023 is attached to this Report and does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Auditors to the Audit Committee or Board.

26. SECRETARIAL AUDIT REPORT

Secretarial Audit for the FY 2022-2023 was conducted by MP & Associates, Company Secretaries in Practice in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is attached as a separate annexure to this Report and does not contain any qualification, reservation or adverse remark. The Company has complied with the applicable provisions of Secretarial Standards.

27. COST AUDIT

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of your Company at its meeting held on 26th May, 2023 has appointed Kale & Associates, Cost Accountants as Cost Auditors of your Company for the FY 2023-2024. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the Members. Accordingly, necessary resolution is proposed at the ensuing Annual General Meeting for ratification of the remuneration payable to the Cost Auditors for the FY 2023-2024. The Company has prepared and maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

28. RISK MANAGEMENT

In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has Risk Management Committee in operation to oversee the Risk Management of your Company in line with your Companys Risk Framework and a detailed Policy to cover risk assessments, identification of various significant risks and mitigation plans to address the identified risks. Your Companys Risk Management Policy continues to be displayed on the website and the same can be accessed by clicking on the weblink http://www.savita.com/about/ risk-management-policy.php

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems adopted and implemented by your Company justify the size, scale and complexity of your Companys operations. The Internal Audit function of your Company is constantly supervised by the Audit Committee. Services of external agency are hired by your Company for periodically carrying out internal audit in areas identified by the Audit Committee from time to time, as is prescribed under the law. Such internal audit reports are considered at each of the Audit Committee Meetings where significant audit observations are discussed in detail and action plans narrating corrective actions are then suggested to be taken thereon by the concerned departments. The actions taken are reviewed by the Audit Committee at their subsequent meetings.

30. VIGIL MECHANISM

Your Company has a vigil mechanism policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy framed for the purpose is uploaded on the website and the same can be accessed by clicking on the weblink http:// www.savita.com/about/whistle-blower-policy.php

31. DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Dividend Distribution Policy of your Company. The Dividend Distribution Policy is uploaded on the website and the same can be accessed by clicking on the weblink http://www.savita.com/ uploads/Dividend-Distribution-Policy.pdf

32. RELATED PARTY TRANSACTIONS

The Audit Committee scrutinises and approves all related party transactions attracting compliance under Section 188 and/or Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 before placing them for Boards approval. Prior omnibus approval of the Audit Committee is also sought for transactions which are of a foreseen and repetitive nature.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors of your Company is uploaded on the website and the same can be accessed by clicking on the weblink http:// www.savita.com/about/policy-for-dealing-with- related-party.php

The disclosures on related party transactions too are made in the Financial Statements of your Company from time to time.

33. EXTRACT OF ANNUAL RETURN

The web link for the Annual Return in prescribed Form MGT-7 is uploaded on the website www.savita. com of your Company. The same can be accessed by clicking on the web link http://www.savita.com/ investors/pdfs/Draft-Form-MGT-7-Annual-Return- for-FY-2022-23.pdf

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report describing the initiatives taken by your Company from an environmental, social and governance perspective is attached herewith as a separate annexure.

35. SEXUAL HARASSMENT GRIEVANCES

During the year under review, there were no grievances reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. INDUSTRIAL RELATIONS

The industrial relations in your Company continued to be generally peaceful and cordial during the year.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014, is given as an annexure forming part of this Report.

38. MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of your Company since the close of the financial year i.e., 31st March, 2023. Further, it is hereby confirmed that there has been no change in the nature of the business of your Company.

39. ACKNOWLEDGEMENTS

Your Directors are grateful for the encouragement, support and co-operation received from all stakeholders of your Company including members, customers, suppliers, government authorities, banks and all other associates and also wish to thank them for the trust reposed in the Management. Your Directors are also grateful to all the employees for their commitment and contribution to the welfare of your Company.

	For and on behalf of the Board
	Gautam N. Mehra
	Managing Director
	(DIN:00296615)
Mumbai
1st August, 2023