Your Directors have pleasure in presenting the Fifty-sixth Annual Reporttogether with the Audited Accounts for the year ended 31st March 2017.
1. FINANCIAL RESULTS
| || ||(Rs in lacs) |
| ||Year ended 31.3.2017 ||Year ended 31.3.2016 |
|Total Income ||169632 ||167316 |
|Profit before Depreciation & Tax ||15445 ||7270 |
|Depreciation ||2829 ||3019 |
|Exceptional Income ||Nil ||Nil |
|Profit/(Loss) before Tax ||12616 ||4251 |
|Provision for Taxation: || || |
|Current ||3875 ||1120 |
|Deferred ||(621) ||(485) |
|Profit/(Loss) for the year after Tax ||9362 ||3616 |
|Other Comprehensive Income ||(55) ||(76) |
|Balance brought forward from previous year ||42164 ||40292 |
|Profit available for appropriation ||51471 ||43832 |
|Appropriations: || || |
|Dividend* ||1971 ||730 |
|Tax on Dividend ||401 ||149 |
|General Reserve ||1000 ||350 |
|Balance carried to Balance Sheet ||48098 ||42164 |
* Dividend consist respective year interim dividend.
Your Directors had recommended and paid an Interim Dividend @135% (Rs13.50 per equityshare of Rs10/- each) in March 2017. Your Directors after considering the working of theCompany for the financial year 2016-2017 and its future cash flow requirements haddecided to confirm the interim dividend declared and paid in March 2017 as the finaldividend for the financial year 2016-2017. The payment of Interim Dividend alongwithDividend Distribution Tax had resulted in an outgo of Rs2372 lacs for your Company.
The Reserves of the Company stood increased to Rs647 crore at the end of the year underreview as against Rs577 crore for the previous year.
Your Company's sales volume increased to 289360 KLs/MTs during the year under reviewas against 268730 KLs/MTs achieved during 2015-2016 showing an increase of 7.67%. YourCompany's sales turnover during the year 2016-2017 increased marginally in value terms atRs166838 lacs against Rs165134 lacs in the year 2015-2016. However your Companyearned a net profit of Rs9362 lacs during the year under review as against a net profitof Rs3616 lacs for the previous year. The prices of Crude Oil and Base Oil during theyear under review remained fairly stable. The Indian Rupee also displayed a fair degree ofstability during the year 2016-2017. Though the prices of Crude Oil are expected to remainstable through the year 2017-2018 the prices of Base Oil will be determined by the pricesof Crude Oil as well as the global demand-supply gap for Base Oil. During the FinancialYear 2016-2017 your Company's Wind Power Plants situated in the states of MaharashtraKarnataka and Tamil Nadu generated a total of 103.40 MU against 83.58 MU generated in theprevious year. During the year your Company did not add any new projects to itsportfolio.
5. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public or its employees during theyear under review.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
7. CORPORATE GOVERNANCE
Corporate Governance Report along with a Certificate from the Secretarial Auditors ofthe Company regarding compliance of the conditions of Corporate Governance pursuant torequirements as stipulated by Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is annexed hereto and forms part of thisReport.
As per the provisions of Section 152 of the Companies Act 2013 Mr. Gautam N. Mehra(DIN:00296615) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
Based on recommendations of the Nomination and Remuneration Committee and the AuditCommittee your Board has recommended for your approval at the ensuing Annual GeneralMeeting:
A. re-appointment of Mr. C. V. Alexander (DIN:00253736) as Whole-time Director of yourCompany till 30th September 2018;
B. appointment of Mr. Suhas M. Dixit (DIN:02359138) as Whole-time Director of yourCompany till 30th September 2020;
C. appointment of Mr. Siddharth G. Mehra (DIN:06454215) as Whole-time Director of yourCompany till 30th September 2021;
D. appointment of Ms. Simran G. Mehra (DIN:06449809) as a Non-Executive Director ofyour Company w.e.f. 1st January 2018.
Profiles and other details as required under the Act and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 of Mr. C. V. Alexander Mr. S. M. Dixit Mr.Siddharth G. Mehra and Ms. Simran G. Mehra have been provided in the Annual Report of theCompany for FY 2016-2017.
Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of Independence as prescribed underthe Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
9. KEY MANAGERIAL PERSONNEL
During the year under review Mr. Gautam N. Mehra Managing Director of the CompanyMr. C. V. Alexander Whole-time Director Mr. Suhas M. Dixit (Chief Financial Officer) andMr. Uday C. Rege (Company Secretary and Executive VP Legal) continued to be the KeyManagerial Personnel of the Company.
Remuneration and other details of the said Key Managerial Personnel for the financialyear ended 31st March 2017 are mentioned in the Extract of the Annual Returnwhich is attached to the Board's Report.
10. BOARD COMMITTEES
The Board of Directors of your Company had constituted various Committees in compliancewith the provisions of the Companies Act 2013 and Listing Agreement viz. Audit CommitteeNomination and Remuneration Committee Stakeholders' Relationship Committee RiskManagement Committee and CSR Committee.
All decisions pertaining to the constitution of Committees appointment of Members andfixing 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 ofmeetings held during the financial year and attendance at meetings are provided in theCorporate Governance Section of the Annual Report.
11. NUMBER OF MEETINGS
The Board of Directors of your Company met 5 times during the year 2016-2017. The BoardMeetings were held on 30th May 2016 12th August 2016 5thNovember 2016 4th February 2017 and 23rd February 2017. Themaximum time gap between any two consecutive meetings did not exceed one hundred andtwenty days.
Audit Committee and Stakeholders' Relationship Committee met four times each (30thMay 2016 12th August 2016 5th November 2016 and 4thFebruary 2017) during the year 2016-2017. Nomination and Remuneration Committee met onceon 28th July 2016 Risk Management Committee met two times (30thMay 2016 and 5th November 2016) and CSR Committee met four times (30thMay 2016 5th November 2016 4th February 2017 and 31stMarch 2017) during the year 2016-2017.
12. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (5) of the Companies Act 2013 yourDirectors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b) the selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2017 and of statement of profit andloss of the Company for the year ended on that date.
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 Companyand such controls are adequate and are operating effectively.
f) proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems are adequate and are operating effectively.
13. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134 (3) (p) 149 (8) and Schedule IV of theCompanies Act 2013 and SEBI Listing Regulations annual performance evaluation of theDirectors as well as of the Audit Committee Nomination and Remuneration Committee andStakeholders' Relationship Committee for the year 2016-2017 was carried out by yourCompany.
For the year 2016-2017 the performance evaluation of the Independent Directors wascarried out by the entire Board and the performance evaluation of the Chairman andNon-Independent Directors was carried out separately by the Independent Directors.
14. INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors of the Company met on 31stMarch 2017 interalia to discuss: i) Evaluation of performance of Non-IndependentDirectors and the Board of Directors of the Company as a whole. ii) Evaluation ofperformance of the Chairman of the Company taking into views of Executive andNon-Executive Directors.
iii) Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
15. MANAGERIAL REMUNERATION
The information required under Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided as a separate annexure. Theinformation as required under Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request by any Member of theCompany. In terms of Section 136 (1) of the Companies Act 2013 the Report and theAccounts are being sent to the Members excluding the aforesaid
Annexure. Any Member interested in obtaining copy of the same may write to the CompanySecretary at the Registered Office of the Company.
16. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors of the Company in its Meeting held on 29thMay 2014 continues to be adopted by your Company. The Remuneration Policy of the Companyis attached to this Report as a separate annexure.
17. CSR POLICY
The Corporate Social Responsibility Policy recommended by the CSR Committee andapproved by the Board of Directors of the Company in its Meeting held on 29thMay 2014 continues to be adopted by your Company. The same is available on the website ofthe Company i.e. www.savita.com.
The disclosure relating to the amount spent on Corporate Social Responsibilityactivities for the financial year ended 31st March 2017 is attached to thisReport as a separate annexure.
18. LISTING AND OTHER REGULATORY ORDERS AGAINST THE COMPANY IF ANY
Your Company's shares continue to be listed on BSE Limited and National Stock Exchangeof India Limited. The Listing Fees to these two Stock Exchanges for the year 2017-2018have been paid by your Company on time.
There were no significant or material orders passed by any of the regulators or courtsor tribunals impacting the going concern status and your Company's operations in future.
19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year your Company has transferred Rs 4.79 lacs towards unclaimed FinalDividend as against Rs 8.54 lacs towards unclaimed Final Dividend in the previous year tothe Investor Education and Protection Fund which amount was due and payable for the year2008-2009 and remained unclaimed and unpaid for a period of 7 years as provided inSection 125 of the Companies Act 2013.
20. STATUTORY AUDITORS
Your Company's present Statutory Auditors G. M. Kapadia & Company CharteredAccountants shall retire at the conclusion of the ensuing Annual General Meeting aftercompleting creditworthy two permissible audit terms in your Company. Your Directors takethis opportunity to sincerely thank them for their unstinted and untiring effort incarrying out statutory audit over the last decade.
Based on the recommendation of the Audit Committee and pursuant to the provisions ofSection 139 and other applicable provisions of the Companies Act 2013 and the Rules madethere under your Directors have appointed G. D. Apte & Company Chartered Accountants(Firm Registration No.100515W) as the Statutory Auditors of the Company to hold officefrom the conclusion of the ensuing 56th Annual General Meeting until theconclusion of the 61st Annual General Meeting of the Company in its meetingheld on 28th July 2017 subject to ratification by Members at ensuing AnnualGeneral Meeting and thereafter at every AGM held after the aforesaid AGM. In view of theabove the appointment of G. D. Apte & Company Chartered Accountants covering theperiod from the conclusion of this ensuing Annual General Meeting until the conclusion ofthe next Annual General Meeting to be held in the FY 2018-2019 is being placed forMembers' ratification.
As required under Section 139 of the Companies Act 2013 the Company has obtained awritten consent from the Auditors to their appointment and also a certificate from them tothe effect that their appointment would be in accordance with the conditions prescribedunder the Companies Act 2013 and the Rules made there under as may be applicable.
21. AUDITORS' REPORT
The Auditors' Report to the Members on the Accounts of the Company for the financialyear ended 31st March 2017 is attached to this Report and does not contain anyqualification reservation or adverse remark.
22. SECRETARIAL AUDIT REPORT
Secretarial Audit for the year 2016-2017 was conducted by MP & AssociatesCompany Secretaries in Practice in accordance with the provisions of Section 204 of theCompanies Act 2013. The Secretarial Audit Report is attached as a separate annexure tothis
Report. In connection with the Auditor's observation on lower CSR spending in thereport it is clarified that the CSR Committee was continuously trying to identify andevaluate various projects for CSR spending during the year under review.
23. COST AUDIT
In compliance with the provisions of Section 148 of the Companies Act 2013 the Boardof Directors of the Company at its meeting held on 27th May 2017 had appointedSevekari Khare & Associates Cost Accountants as Cost Auditors of the Company for theyear 2017-2018. In terms of the provisions of Section 148(3) of the Companies Act 2013read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules 2014 theremuneration of the Cost Auditors has to be ratified by the Members. Accordinglynecessary resolution is proposed at the ensuing AGM for ratification of the remunerationpayable to the Cost Auditors for the year 2017-2018.
24. RISK MANAGEMENT
In accordance with the provisions of SEBI Listing Regulations your Company has RiskManagement Committee in operation to oversee the Risk Management of the Company in linewith the Company's Risk Framework and a detailed Policy to cover risk assessmentsidentification of various significant risks and mitigation plans to address the identifiedrisks. Your Company's Risk Management Policy continues to be displayed on the websitewww.savita.com of the Company.
25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company's Internal Control Systems are monitored and evaluated for theircompliance with operating systems accounting procedures and policies with the help of anoutside auditing firm. The Report of internal audit is presented to and discussed by theAudit Committee from time to time. The Audit Committee based on scrutiny of the internalaudit report suggests to the Company undertaking corrective actions in the respectiveareas and thereby strengthens the controls. Significant observations and correctiveactions thereon are presented by the Audit Committee to the Board of Directors of yourCompany from time to time.
26. VIGIL MECHANISM
The Company has a vigil mechanism policy to deal with instances of fraud andmismanagement if any. The Whistle Blower Policy framed for the purpose is uploaded on thewebsite www.savita.com of the Company.
27. RELATED PARTY TRANSACTIONS
The Audit Committee scrutinises and approves all related party transactions attractingcompliance under Section 188 and/or Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 before placing them for Board's approval. Prioromnibus approval of the Audit Committee is also sought for transactions which are of aforeseen and repetitive nature.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board of Directors of the Company is uploaded on thewebsite www.savita.com of the Company.
The disclosures on related party transactions too are made in the Financial Statementsof the Company from time to time.
28. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in prescribed Form MGT 9 isannexed as a separate annexure forming part of this Report.
29. SEXUAL HARASSMENT GRIEVANCES
During the year under review there were no grievances reported under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
30. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial during theyear.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information relating to the Conservation of Energy Technology Absorption andForeign 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.
Your Company's business partners customers institutions bankers and in particularthe shareholders and the employees have been providing exceptional support in thesuccessful operations of the Company. Your Board wishes to place on record its sincereappreciation to all these stakeholders and is confident of enjoying continued patronagefrom all of them going forward.
| ||For and on behalf of the Board |
| ||Gautam N. Mehra |
|Mumbai ||Managing Director |
|16th August 2017 ||(DIN: 00296615) |