Savita Oil Technologies Ltd Directors Report.

Your Directors have pleasure in presenting the Fifty-seventh Annual Report, together with the Audited Accounts for the year ended 31st March, 2018.

1. FINANCIAL RESULTS

(Rs in lac)
Year ended 31.3.2018 Year ended 31.3.2017
Total Income 183,418 169,632
Profit before Depreciation & Tax 18,916 15,445
Depreciation 2,588 2,829
Exceptional Income Nil Nil
Profit/(Loss] before Tax 15,608 12,616
Provision for Taxation:
Current 4,825 3,875
Deferred (338) (621)
Provision for Taxation no longer required (1,498) Nil
Profit/(Loss] for the year after Tax 12,620 9,362
Other Comprehensive Income (11) (55)
Balance brought forward from previous year 48,098 42,164
Profit available for appropriation 60,707 51,471
Appropriations:
Dividend - 1,971
Tax on Dividend - 401
General Reserve 1,270 1,000
Balance carried to Balance Sheet 59,437 48,098

2. SHARE CAPITAL

During the financial year 2017-2018, your Company bought back 2,80,000 (Two Lac Eighty Thousand) fully paid equity shares of the Company of face value of 10/- only (Rupees Ten only) each, representing upto 1.92% of the total number of equity shares, from eligible equity shareholders/beneficial owners of the Company on a proportionate basis through the tender offer using stock exchange mechanism at a price of 1,605/- (Rupees One Thousand Six Hundred and Five only) (including premium of 1,595/-) per equity share for an aggregate maximum amount of upto 44,94,00,000/- (Rupees Forty-four Crore Ninety-four Lac only). Post buy-back of shares, the paid-up equity share capital of the Company stands at 14,32,20,830/- as on 31st March, 2018.

3. DIVIDEND

Your Directors at the Board Meeting held on 11th May, 2018, have recommended a dividend @25% ( 2.50 per equity share of 10/- each) on the paid up Equity Share Capital of 1,432 lac, as against 135% for the previous year on the paid up Equity Share Capital of 1,460 lac, which will result in an outgo of 430.94 lac inclusive of dividend tax.

4. RESERVES

The Reserves of the Company stood increased to 728 crore at the end of the year under review as against 647 crore for the previous year.

5. OPERATIONS

During the financial year 2017-2018, your Company crossed an important milestone that of surpassing 3 lac KL sales volume (3,00,303 KLs/MTs) as against 2,89,360 KLs/MTs achieved during 2016-2017, showing an increase of 3.78%. Your Companys sales turnover during the year 2017-2018 increased in value terms to 1,80,861 lac against 1,66,838 lac in the year 2016-2017. Your Company earned a net profit of 12,620 lac during the year under review as against a net profit of 9,362 lac for the previous year.

Though the price of Crude Oil continued to rise steadily throughout the last financial year, the Indian Rupee remained relatively stable throughout this period. However, since April, 2018, the Global Macroeconomic situation has become very uncertain with the advent of Trade & Tariff Wars and not only has the Indian Rupee depreciated significantly but also Crude Oil prices have become very volatile. This volatility and uncertainty is expected to continue for the better part of financial year 2018-2019.

During the financial year 2017-2018, your Companys Wind Power Plants situated in the states of Maharashtra, Karnataka and Tamil Nadu generated a total of 90.37 MU against 103.40 MU generated in the previous year. During the year, your company did not add any new projects to its Wind Energy Portfolio.

6. PUBLIC DEPOSITS

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

7. 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.

8. CORPORATE GOVERNANCE

Corporate Governance Report along with a Certificate from the Secretarial Auditors of the 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.

9. DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mr. C. V. Alexander and Mr. Suhas M. Dixit, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Based on recommendations of the Nomination and Remuneration Committee, the Board of Directors -

(1) After reviewing the declaration submitted by Mr. Ravindra Pisharody, formed an opinion that he meets with the criteria of Independence as per Section 149 (6) of the Companies Act, 2013 ("the Act") and the Rules made thereunder and also meets with the requirements of clause 49 of the Listing Agreement with the Stock Exchanges and accordingly by way of circular resolution dated 19th December, 2017 appointed him as an Additional Director to hold office as an Independent Director of the Company w.e.f. 1st January, 2018 upto the conclusion of the ensuing Annual General Meeting of the Company.

(2) In its Meeting held on 3rd August, 2018 has proposed to appoint him as an Independent Director of the Company for a period upto 31st December, 2021 from the conclusion of the ensuing Annual General Meeting, subject to approval by the Members of the Company.

Mr. Ravindra Pisharody is a Senior Management professional with over 35 years of executive experience and he has held National, Regional and Global Leadership roles in Sales & Marketing, Strategy Development, BU Lead / CEO, etc. with Phillips India, British Petroleum/Castrol. His last assignment had been with Tata Motors as an Executive Director- Commercial Vehicles.

Your Company has received the requisite disclosures/ declarations from Mr. Ravindra Pisharody as required under the relevant provisions of the Companies Act, 2013. Your Company has also received Notice under Section 160 (1) of the Companies Act, 2013 signifying intention to propose his candidature for the office of Director of the Company.

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

Based on recommendations of the Nomination and Remuneration Committee and the Audit Committee, your Board in its meeting held on 3rd August, 2018 has recommended for your approval at the ensuing Annual General Meeting:

A. Re-appointment of Mr. Gautam N. Mehra (DIN:.00296615) as Managing Director of your Company till 30th September, 2023 on non-rotational basis;

B. Re-appointment of Mr. C. V. Alexander (DIN:00253736) as Whole-time Director of your Company till 30th April, 2019.

Item Nos.5 & 6 of the Notice along with the Explanatory Statement be treated as Abstracts of the terms and conditions of their appointments/re-appointments under Section 196 of the Companies Act, 2013.

Profiles and other details as required under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Mr. Gautam N. Mehra and Mr. C. V. Alexander have been provided in the Notice of the ensuing Annual General Meeting of the Company.

10. KEY MANAGERIAL PERSONNEL

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

Remuneration and other details of the said Key Managerial Personnel for the financial year ended 31st March, 2018 are mentioned in the Extract of the Annual Return which is attached to the Boards Report.

11. BOARD COMMITTEES

The Board of Directors of your Company had constituted various Committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and CSR Committee.

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.

Details of the role and composition of these Committees, 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.

12. NUMBER OF MEETINGS

The Board of Directors of your Company met 6 times during the year 2017-2018. The Board Meetings were held on 27th May, 2017, 28th July, 2017, 16th August, 2017, 30th October, 2017, 23rd January, 2018 and 3rd February, 2018. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

Audit Committee of your Company met 5 times on 27th May, 2017, 28th July, 2017, 16th August, 2017, 30th October, 2017 and 3rd February, 2018 during the year 2017-2018.

Stakeholders Relationship Committee of your Company met 4 times on 27th May, 2017, 28th July, 2017, 30th October, 2017 and 3rd February, 2018 during the year 2017-2018.

Nomination and Remuneration Committee of your Company met 4 times on 27th May, 2017, 28th July, 2017, 16th August, 2017 and 18th December, 2017 during the year 2017-2018.

Risk Management Committee of your Company met 2 times on 27th May, 2017 and 28th July, 2017 during the year 2017-2018.

CSR Committee of your Company met 4 times on 27th May, 2017, 28th July, 2017, 30th October, 2017 and 3rd February, 2018 during the year 2017-2018.

13. 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 the Company as at March 31, 2018 and of statement of profit and loss of the 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 the 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 the 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.

14. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (3) (p), 149 (8) and Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, annual performance evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee for the year 2017-2018 was carried out by your Company.

For the year 2017-2018, 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.

15. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on 31st March, 2018, interalia, to discuss:

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

ii) Evaluation of performance of the Chairman of the 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.

16. 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 the 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 the Company.

17. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company at its Meeting held on 29th May, 2014 continues to be adopted by your Company. The Remuneration Policy of the Company is attached to this Report as a separate annexure.

18. CSR POLICY

The Corporate Social Responsibility Policy recommended by the CSR Committee and approved by the Board of Directors of the Company at its Meeting held on 29th May, 2014 continues to be adopted by your Company. The same is available on the website of the Company i.e. www.savita.com.

The disclosure relating to the amount spent on Corporate Social Responsibility activities for the financial year ended 31st March, 2018 is attached to this Report as a separate annexure.

19. LISTING AND OTHER REGULATORY ORDERS AGAINST THE 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 year 2018-2019 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.

20. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, your Company has transferred 10.44 lac towards unclaimed Dividend as against 4.79 lac towards unclaimed Dividend in the previous year to the Investor Education and Protection Fund, which amount was due and payable for the year 2009-2010 and remained unclaimed and unpaid for a period of 7 years, as provided in Section 125 of the Companies Act, 2013.

21. STATUTORY AUDITORS

The Members of the Company had, at the 56th Annual General Meeting held on 29th September, 2017 approved the appointment of G. D. Apte & Co., Chartered Accountants, Mumbai, (Registration No.100515W) as the Statutory Auditors of the Company, to hold office from the conclusion of that AGM until the conclusion of the 61st Annual General Meeting.

22. AUDITORS REPORT

The Auditors Report to the Members on the Accounts of the Company for the financial year ended 31st March, 2018 is attached to this Report and does not contain any qualification, reservation or adverse remark.

23. SECRETARIAL AUDIT REPORT

Secretarial Audit for the year 2017-2018 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.

The Board wishes to state here that your Company spent a lower amount on CSR activities than the prescribed one during the year 2017-2018 as more projects were in the process of being identified and evaluated. The Board also wishes to clarify that the newspaper notice for the Board Meeting dated 3rd February, 2018 remained to be published in newspapers inadvertently though notice was sent to the Stock Exchanges and dispalyed on the website of your Company in time.

24. COST AUDIT

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on 3rd August, 2018 has appointed Kale & Associates, Cost Accountants as Cost Auditors of the Company for the year 2018 2019. 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 AGM for ratification of the remuneration payable to the Cost Auditors for the year 2018-2019.

25. RISK MANAGEMENT

In accordance with the provisions of Clause 49 of the Listing Agreement, your Company has Risk Management Committee in operation to oversee the Risk Management of the Company in line with the 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 www. savita.com of the Company.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Companys Internal Control Systems are adequate considering its size and magnitude of operations. These Systems are tested from time to time for being compliant with operating systems, accounting procedures and policies with the help of an outside auditing firm. The reports of such compliances are presented to and discussed by the Audit Committee from time to time. The Audit Committee based on scrutiny of the internal audit report suggests to the Company undertaking corrective actions in the respective areas and thereby strengthens the controls. Significant observations and corrective actions thereon are presented by the Audit Committee to the Board of Directors of the Company from time to time.

27. VIGIL MECHANISM

The 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 www.savita.com of the Company.

28. RELATED PARTY TRANSACTIONS

The related party transactions attracting compliance under Section 188 and/or Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are scrutinised by the Audit Committee 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 the Company is uploaded on the website www.savita.com of the Company.

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

29. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in prescribed Form MGT 9 is annexed as a separate annexure forming part of this Report.

30. 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.

31. INDUSTRIAL RELATIONS

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

32. 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.

33. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their deep and sincere gratitude to your Companys business partners, customers, vendors, associates, bankers and the shareholders for their continued support in the functioning of the Company. Your Directors would like to express a deep sense of appreciation for the commitment shown by the employees in supporting your Company.

For and on behalf of the Board
Gautam N. Mehra
Mumbai Managing Director
3rd August, 2018 (DIN:00296615)