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Savita Oil Technologies Ltd.

BSE: 524667 Sector: Industrials
NSE: SOTL ISIN Code: INE035D01012
BSE LIVE 19:17 | 19 Oct 1136.00 7.40
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NSE 19:31 | 19 Oct 1127.55 4.35
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OPEN 1189.95
PREVIOUS CLOSE 1128.60
VOLUME 110
52-Week high 1310.00
52-Week low 686.00
P/E 17.14
Mkt Cap.(Rs cr) 1,659
Buy Price 1112.00
Buy Qty 10.00
Sell Price 1147.85
Sell Qty 10.00
OPEN 1189.95
CLOSE 1128.60
VOLUME 110
52-Week high 1310.00
52-Week low 686.00
P/E 17.14
Mkt Cap.(Rs cr) 1,659
Buy Price 1112.00
Buy Qty 10.00
Sell Price 1147.85
Sell Qty 10.00

Savita Oil Technologies Ltd. (SOTL) - Director Report

Company director report

Your Directors have pleasure in presenting the Fifty-fifth Annual Reporttogether with the Audited Financial Statements for the year ended 31stMarch 2016.

1. FINANCIAL RESULTS

(Rs. in lacs)
Year ended 31.3.2016 Year ended 31.3.2015
Total Income 150962 185769
Profit before Depreciation & Tax 7166 2989
Depreciation 3028 3407
Profit/(Loss) before Tax 4138 (418)
Provision for Taxation:
Current 1120 160
Deferred (414) (451)
Profit/(Loss) for the year after Tax 3432 (127)
Balance brought forward from previous year 39827 40432
Profit available for appropriation 43259 40265
Appropriations:
Interim Dividend 730 -
Proposed Dividend - 365
Tax on Dividend 150 73
General Reserve 350 NIL
Balance carried to Balance Sheet 42029 39827

2. DIVIDEND

Your Directors had declared and paid an Interim Dividend @ 50% (Rs.5.00 per equityshare of Rs.10/- each) in March 2016. Considering the performance of the Company for theyear 2015-2016 your Board did not recommend any further dividend and hence the interimdividend be treated as final dividend for the year 2015-2016. The payment of InterimDividend alongwith Dividend Distribution Tax had resulted in an outgo of Rs.878.73 lacsfor your Company.

3. RESERVES

The Reserves of the Company stood increased to Rs.576 crore at the end of the yearunder review as against Rs.550 crore for the previous year.

4. OPERATIONS

Though there was steep fall in the international prices of Crude Oil and in turn BaseOil during the year under review your Company’s sales volume increased to 268730KLS/MTs during the year 2015-2016 as against 262640 KLs/MTs achieved in the year2014-2015. However this steep fall in prices resulted in your Company’s salesturnover during the year 2015-2016 getting reduced by 18% in value terms at Rs.166800lacs against Rs.203982 lacs in the year 2014-2015. Your Company earned a net profit ofRs.3432 lacs during the year under review as against a loss of Rs.127 lacs for theprevious year. The prices of Crude Oil and Base Oil after bottoming out at the end of theyear 2014-2015 started reversing to an extent in the year 2015-2016. However these pricescontinue to show a lot of volatility resulting in continued uncertainty in the market.During the year 2015-2016 your Company’s Wind Power Plants situated in the states ofMaharashtra Karnataka and Tamil Nadu generated a slightly lower total of 83.58 MU against88.53 MU generated in the previous year. During the year your company did not add any newprojects to its portfolio.

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.

8. DIRECTORS

As per the provisions of Section 152 of the Companies Act 2013 Mr. C. V. Alexander(DIN:00253736) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. Based on recommendations ofthe Nomination and Remuneration Committee the Board of Directors in its meeting held on12th August 2016 re-appointed Mr. C. V. Alexander as the Whole-timeDirector of your Company w.e.f. 1st October 2016 to 30thSeptember 2017. His re-appointment as the Director of the Company is subject to theapproval of the members at the ensuing Annual General Meeting. Item No.5 of the Noticealong with the Explanatory Statement be treated as Abstracts of the terms and conditionsof his re-appointment under Section 196 of the Companies Act 2013.

Profile of Mr. C. V. Alexander has been given in the Notice of the ensuing AnnualGeneral Meeting of the Company.

Your Company has also received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of Independence as prescribed underthe Act and the SEBI Listing Regulations.

9. KEY MANAGERIAL PERSONNEL

During the year under review in addition to Mr. C. V. Alexander Whole-time Directorof the Company Mr. Suhas M. Dixit (Chief Financial Officer) and Mr. Uday C. Rege (CompanySecretary and Executive VP – Legal) continued to be the Key Managerial Personnel ofthe Company. Remuneration and other details of the said Key Managerial Personnel for thefinancial year ended 31st March 2016 are mentioned in the Extract of theAnnual Return which 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 SEBI Listing Regulations viz. AuditCommittee Nomination and Remuneration Committee Stakeholders’ RelationshipCommittee Risk Management 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 2015-2016. The BoardMeetings were held on 30th May 2015 1st August 2015 7thNovember 2015 30th January 2016 and 12th March 2016. The maximumtime gap between any two consecutive meetings did not exceed one hundred and twenty days.

Audit Committee and Stakeholders’ Relationship Committee met four times each (30thMay 2015 1st August 2015 7th November 2015 and 30thJanuary 2016) during the year 2015-2016. Nomination and Remuneration Committee met threetimes (30th May 2015 1st August 2015 and 30th January2016) Risk Management Committee met two times (30th May 2015 and 1stAugust 2015) and CSR Committee met twice (30th May 2015 and 1stAugust 2015) during the year 2015-2016.

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 applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; b) the selected accounting policies were applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2016 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 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 financialcontrols have been laid down to be followed by the Company and such controls are adequateand are operating effectively. f) proper systems to ensure compliance with the provisionsof all applicable laws have been devised and such systems are adequate and are operatingeffectively.

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 2015-2016 was carried out by yourCompany.

For the year 2015-2016 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 2016 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 ofinformation between the Management and the Board that is necessary for the Board toeffectively and reasonably perform 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 memberinterested in obtaining copy of the same may write to the Company Secretary at theRegistered 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 2016 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 StockExchange of India Limited. The Listing Fees to these two Stock Exchanges for the year2016-2017 have 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 infuture.

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year your Company has transferred Rs. 8.54 lacs towards unclaimed FinalDividend as against Rs. 10.31 lacs towards unclaimed Interim Dividend unclaimed FinalDividend and unclaimed Fractional Entitlement in the previous year to the InvestorEducation and Protection Fund which amount was due and payable for the year 2007-2008 andremained unclaimed and unpaid for a period of 7 years as provided in Section 124 of theCompanies Act 2013.

20. STATUTORY AUDITORS

The Members of the Company had at the 53rd Annual General Meeting held on 6thSeptember 2014 approved the appointment of G. M. Kapadia & Co. CharteredAccountants Mumbai bearing Firm Registration No.104767W as the Statutory Auditors of theCompany to hold office from the conclusion of that AGM until the conclusion of the 56thAnnual General Meeting subject to ratification of the appointment by the Members at everyAGM held after the aforesaid AGM. In view of the above the existing appointment of G. M.Kapadia & Co. Chartered Accountants Mumbai covering the period from the conclusionof this ensuing Annual General Meeting until the conclusion of the next Annual GeneralMeeting to be held in the year 2017-2018 is being placed for Members’ ratification.

As required under Section 139 of the Companies Act 2013 the Company has obtained awritten consent from the Auditors to such continued appointment and also a certificatefrom them to the effect that their appointment if ratified would be in accordance withthe conditions prescribed under the Companies Act 2013 and the rules made thereunder asmay be applicable.

21. AUDITORS’ REPORT

The Auditors’ Report to the members on the Accounts of the Company for thefinancial year ended 31st March 2016 is attached to this Report and does notcontain any qualification reservation or adverse remark.

22. SECRETARIAL AUDIT REPORT

Secretarial Audit for the year 2015-2016 was conducted by MP & Associates CompanySecretaries in Practice in accordance with the provisions of Section 204 of the CompaniesAct 2013. The Secretarial Audit Report is attached as a separate annexure to this Report.

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 30th May 2016 had appointedSevekari Khare & Associates Cost Accountants as Cost Auditors of the Company for theyear 2016-2017. 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 year 2016-2017.

24. RISK MANAGEMENT

Your Company recognises Risk Management as an integrated and process-oriented approach.Your Company had developed a Risk Framework and a detailed Policy to cover riskassessments identification of various significant risks and mitigation plans to addressthe identified risks.

In accordance with the provisions of SEBI Listing Regulations your Company has RiskManagement Committee in operation to oversee the Risk Management of the Company. YourCompany has displayed the Risk Management Policy on the website www.savita.com ofthe Company.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Though the Company has Internal Control Systems commensurate with the size scale andcomplexity of its operations in place the same are monitored and evaluated for theircompliance with operating systems accounting procedures and policies with the help of anoutside auditing firm. The Audit Committee assesses the report of internal audit functionfrom time to time and suggests undertaking corrective actions in the respective areas andthereby strengthens the controls. Significant observations and corrective actions thereonare presented by the Audit Committee to the Board of Directors of the Company from time totime.

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

All related party transactions attracting compliance under Section 188 and / orRegulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are placed before the Audit Committee and also before the Board for 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 tooare made in the Financial Statements of the Company.

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.

32. ACKNOWLEDGEMENTS

Your Board sincerely thanks all the Company’s business partners institutionsbankers and in particular the shareholders and the employees for their continued supportin the successful operations of the Company.

For and on behalf of the Board
Gautam N. Mehra
Mumbai Managing Director
12th August 2016 (DIN:00296615)

Annexure to the Directors’ Report

REMUNERATION POLICY OF THE COMPANY

In accordance with the provisions of Section 178 of the Companies Act 2013 and theRules made thereunder the Nomination and Remuneration Committee ("Committee")of Savita Oil Technologies Limited ("the Company") was constituted on 1stFebruary 2014 consisting of three Independent Directors.

1. OBJECTIVE

This policy has been formulated in compliance with Section 178 of the Companies Act2013 read along with the applicable Rules thereto and Clause 49 under the ListingAgreement.

2. EFFECTIVE DATE

This Policy is effective from 1st February 2014.

3. SCOPE

This policy is applicable to Directors and Senior Personnel of the Company.

4. DEFINITIONS

4.1. Act means the Companies Act 2013 and Rules framed thereunder as amended fromtime to time.

4.2. Board means Board of Directors of the Company.

4.3. Directors mean Directors of the Company. 4.4. Key Managerial Personnel mean -

1. Managing Director

2. Whole-time Director

3. Chief Financial Officer

4. Company Secretary

4.5. Senior Management means personnel of the Company who are members of its coremanagement team excluding the Board of Directors. This would also include all members ofmanagement one level below the executive directors including all functional heads. SeniorManagement in the Company means and includes the Presidents heading different functions inthe Company.

5. ROLE OF THE COMMITTEE

a) To formulate criteria for identifying Directors and Senior Management employees ofthe Company.

b) To recommend to the Board in relation to appointment and removal of Directors andSenior Management.

c) To formulate criteria for evaluation of Independent Directors on the Board.

d) To carry out evaluation of the performance of the Directors on the Board.

e) To formulate and recommend to the Board a policy relating to the remunerationpayable to Directors Key Managerial Personnel and Senior Management employees coveredunder Clause

4.5. f) To ensure that level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully.

g) To ensure that the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and

h) To ensure that remuneration to Directors Key Managerial Personnel and SeniorManagement involves a balance between fixed and variable performance linked payout (PLP)reflecting short and long term performance objectives appropriate to the working of theCompany and its goals.

i) To devise a policy on Board diversity.

6. POLICY RELATING TO THE REMUNERATION FOR DIRECTORS KEY MANAGERIAL PERSONNEL (KMP)AND SENIOR MANAGEMENT EMPLOYEES

6.1 General:

a) The Committee shall ensure that the level and composition of remuneration isreasonable and sufficient to attract retain and motivate Directors of the qualityrequired to run the Company successfully;

b) Moreover it shall also ensure that the relationship of remuneration to performanceis clear and meets appropriate performance benchmarks;

c) Remuneration for Directors Key Managerial Personnel and Senior Management shouldinvolve a balance between fixed and variable pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals.

d) The remuneration payable to the Directors of a Company including ManagingDirector/Whole-time Directors shall be recommended by the Committee to the Board forapproval. Such remuneration payment including Commission if any shall be in accordancewith and subject to the provisions of the Act and approval of the members of the Companyand Central Government wherever required as per the provisions of the Act.

e) In respect of Key Managerial Personnel the remuneration as approved by the Board ofDirectors shall be payable to such KMPs. The annual increment to the KMPs and SeniorManagement shall be based on the annual appraisal and shall be determined by the ManagingDirector.

f) Professional indemnity and liability insurance for Directors Key ManagerialPersonnel and Senior Management not to be treated as remuneration. Provided that if suchperson is proved to be guilty the premium paid on such insurance shall be treated as partof the remuneration.

6.2 Remuneration to Managing Director/Whole-time Directors:

The remuneration for the Managing Director/Whole-time Director will be governed as perthe provisions of the Companies Act 2013 and the rules framed thereunder from time totime. 6.3 Remuneration to Non-Executive & Independent Directors: a) Theremuneration payable to Non-Executive & Independent Directors will be governed as perthe provisions of the Companies Act 2013 and the rules framed thereunder from time totime. b) These Directors may receive remuneration by way of fees for attending meetings ofthe Board or any Committee thereof provided that the amount of such fees shall not exceedsuch amount as may be prescribed by the Central Government from time to time. c)Remuneration may be paid by way of commission within the monetary limit approved bymembers subject to the limit as per the applicable provisions of the Companies Act 2013.d) Independent Directors shall not be entitled to any stock options of the Company underthe Companies Act 2013.

6.4 Remuneration to KMPs and Senior Management employees: As mentioned earlierthe remuneration as approved by the Board of Directors shall be payable to KMPs. Theannual increment to the KMPs and Senior Management Personnel shall be based on the annualappraisal and shall be determined by the Managing Director.

7. DISCLOSURE OF THE POLICY

The Remuneration Policy and the Evaluation Criteria of the Committee shall be disclosedin the Board’s Report forming a part of the Annual Report of the Company.

8. FREQUENCY OF MEETINGS

The meetings of the Committee could be held at such regular intervals as may berequired.

9. QUORUM

Minimum two (2) members shall constitute a quorum for the Committee meeting. 10. CHAIRMAN

In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.

Chairman of the Nomination and Remuneration Committee meeting could be present at theAnnual General Meeting to answer the members’ queries. However it would be upto theChairman to nominate some other member to answer the members’ queries.

11. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

12. MINUTES OF THE COMMITTEE MEETINGS

Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeand tabled at the subsequent Board and Committee meeting.

13. MISCELLEANOUS:

(a) In respect of any policy matters relating to Senior Management (excluding KMPs)the Committee may delegate any of its powers to one or more Company representativesoccupying Senior Management position.

(b) This policy shall be updated from time to time by the Company in accordance withthe amendments if any to the Companies Act 2013 rules made thereunder ListingAgreement or any other applicable enactment for the time being in force.

For and on behalf of the Board
Mumbai Gautam N. Mehra
12th August 2016 Managing Director
(DIN: 00296615)

Annexure to the Directors’ Report

Report on Corporate Social Responsibility (CSR) Activities during 2015-2016

1. A brief outline of the Company’s CSR Policy including overview of theprojects or programmes proposed to be undertaken and a reference to the web-link to theCSR Policy and projects or programmes

The CSR Committee of the Company had framed the Corporate Social responsibility Policyin the year 2014-2015 in terms of the provisions of Section 135 (1) of the Companies Act2013.

The Policy aims at serving the community with a focus on Education HealthcareSustainable Livelihood Infrastructure Development and efforts to bring about effectiveSocial Change. The CSR activities proposed are more aligned with activities specified inSchedule VII of the Companies Act 2013. Web-link:http://www.savita.com/AboutUs/Policies/CorporateSocialResponsibilityPolicy

2. Composition of the CSR Committee

Mr. Gautam N. Mehra - Promoter Director Chairman Mr. C. V. Alexander - Whole-timeDirector Member Mr. S. R. Pandit - Independent Director Member

3. Average Net Profit of the Company for last 3 years (2012-13 2013-14 and2014-15)

Financial Year Net Profit (in Rs.)
2012-13 14886.04 lacs
2013-14 13232.00 lacs
2014-15 (404.43) lacs
Average net profit of 3 years above 9237.87 lacs

4. Prescribed CSR Expenditure (2% of the amount as in Item No.3 above)

Rs. 184.76 lac

5. Details of CSR spent during the financial year 2015-16 a) Total amountspent for the financial year: Rs. 14.00 lacs b) Amount unspent if any: Rs. 170.76 lacs

c) Manner in which the amount spent during the financial year 2015-16 (in Rs.)
No. CSR project or activity identified Sector in which the project is covered Project Programmes where undertaken Amount outlay Amount spent on the project/ programmes Cumulative expenditure upto the reporting period Amount spent
1 Healthcare – Donation to Punjab Kesari Charitable Trust Navi Mumbai Healthcare Mumbai 2 lac 2 lac 2 lac 2 lac
2 Education- Donation to Thane Belapur Industries Association Education Navi Mumbai 12 lac 12 lac 12 lac 12 lac
Total 14 lac 14 lac

6. Reasons for lower spending

Projects had to be identified and evaluated by the CSR Committee.

7. Responsibility Statement

The Committee hereby confirms that the implementation and monitoring of CSR Policy isin compliance with CSR objectives and Policy of the Company considering the operatingcircumstances.

Mumbai Gautam N. Mehra
12th August 2016 Managing Director and CSR Committee Chairman

Annexure to the Directors’ Report

Information pertaining to remuneration to Managerial Personnel

Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Directors’ Report for the year ended 31st March 2016:

No. Name of Employee Age Designation Gross Remuneration (Rs.) Qualification Exp. (in years) Date of joining Previous Employment/ Position held
1 Mr. Gautam N. Mehra 55 Managing Director 10290316 B.E. (Chem) M.B.A. Univ. of California (Berkeley) 33 1.12.1983 Marketing Executive – Mehra Trading & Investment Company Pvt. Ltd.

Notes:

1. Remuneration includes basic salary allowances commission paid Company’scontribution to Provident Fund and other perquisites valued in accordance with the IncomeTax Rules 1961.

2. The Company has contributed an appropriate amount to the Gratuity Fund on actuarialvaluation. As the employee-wise breakup of contribution is not available the same is notincluded above.

3. Experience includes number of years’ service elsewhere.

4. The nature of employment is contractual and is governed by the rules and regulationsof the Company in force from time to time.

5. Information regarding remuneration and particulars of other employees of the Companywill be available for inspection by the members at the Registered office of the Companyduring business hours on working days upto the date of the ensuing Annual General Meetingof the Company. If any member is interested in obtaining a copy thereof such member maywrite to the Company Secretary where upon a copy would be sent.

For and on behalf of the Board
Mumbai Gautam N. Mehra
12th August 2016 Managing Director
(DIN: 00296615)

Annexure to the Directors’ Report

Details pertaining to remuneration as required under Section 197 (12) of the CompaniesAct 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and forming part of the Directors’ Report for theyear ended 31st March 2016 i) The percentage increase in remuneration ofeach Director Chief Financial Officer and Company Secretary during the year 2015-2016ratio of the remuneration of each Director to the median remuneration of the employees ofthe Company for the year 2015-2016 and the comparison of remuneration of each KeyManagerial Personnel (KMP) against the performance of the Company are as under:

No. Name of Director/KMP and Designation % increase/decrease (-) in Remuneration in the Year 2015-2016 Ratio of remuneration of each Director to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1 Mr. G. N. Mehra Managing Director + 74.27 % 31.09 : 1 Net sales decreased by 18% in value terms.
2 Mr. C. V. Alexander Whole-time Director (-) 5.75 % 7.20 : 1 There was Net Profit of Rs.3432 lac
3 Mr. S. R. Pandit Independent Director + 412.5 % 0.88 : 1
4 Mr. N. B. Karpe Independent Director + 412.5 % 0.88 : 1
5 Mr. H. A. Nagpal Independent Director + 550 % 0.84 : 1
6 Mrs. M. C. Dalal Independent Director + 925 % 0.88 : 1
7 Mr. S. M. Dixit Chief Financial Officer + 6.96 % Net sales decreased by 18% in value terms.
8 Mr. U. C. Rege Company Secretary & Executive VP - Legal + 2.93 % There was Net Profit of Rs.3432 lac

ii) The median remuneration of employees of the Company during the financial year wasRs.466344/-. iii) In the financial year there was an increase of 8.45% in the medianremuneration of employees. iv) There were 424 permanent employees on the rolls of theCompany as on 31st March 2016. v) Relationship between average increase inremuneration and company performance :- Net sales decreased by 18% in value terms butthere was net profit of Rs.3432 lac whereas the increase in median remuneration was8.45%. vi) Comparison of Remuneration of the Key Managerial Personnel against theperformance of the Company :- The total remuneration of Key Managerial Personnel increasedby 32.03% from Rs.248.67 lac in 2014-2015 to Rs.328.33 lac in 2015-2016. TheCompany in 2015-2016 made a net profit of Rs.3432 lac (against loss of Rs.127 lac in2014-2015). vii) a) Variations in the market capitalisation of the Company: The marketcapitalisation as on 31st March 2016 was Rs.698 crore (Rs.785 crore as on 31stMarch 2015). b) Price Earnings ratio of the Company as at 31st March 2016 was20.34 and was not applicable as at 31st March 2015 because of loss incurred bythe Company in the year 2014-2015. c) Percentage increase / decrease in the marketquotations of the shares of the Company as compared to the rate at which the Company cameout with the last public offer in the year:- The Company had come out with initial publicoffer (IPO) in 1994. The share price of the Company first listed on BSE in October 1994was Rs.240 per share of the face value of Rs.10/- per share. Share price of the Companyquoted on BSE on 31st March 2016 was Rs.478. Percentage increase in theNet-worth of the Company was 4.52% as compared to previous year. viii) Average percentageincrease made in the salaries of employees other than the managerial personnel in the lastfinancial year i.e. 2015-2016 was 8% and the increase in the remuneration of KMPs andsenior managerial personnel for the same financial year was 7.87%. ix) The key parametersfor the variable component of remuneration availed are considered by the Board ofDirectors based on the recommendations of the Nomination and Remuneration Committee as perthe Remuneration Policy for Directors Key Managerial Personnel and other Employees. x)The ratio of the remuneration of the highest paid Director to that of the employees whoare not directors but received remuneration in excess of the highest paid Director duringthe year – Not Applicable; and xi) Remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel and other Employees.

ANNEXURE TO THE DIRECTORS’ REPORT

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO REQUIRED UNDER SECTION 134(3) (M) READ WITH RULE 8(3) OF THE COMPANIES(ACCOUNTS) RULES 2014.

A. CONSERVATION OF ENERGY:

a) Energy Conservation Measures Taken - For Turbhe Plant –

Replaced higher capacity pumps with lower capacity but more efficient pumpsfor Transformer Oil Processing Facility.

Replaced ordinary high wattage lamps with low wattage energy efficient LEDlamps.

Maintained Power Factor all the time at unity and availed incentive fromMSEB.

For Kharadpada Plant –

Installed LED lights in new Lube Blending plant and control room.

Used fuel oil instead of diesel in Thermo Pack.

Installed and commissioned automated system along with energy efficientpumps and optimized batch size.

Maintained Power Factor all the time at unity and availed incentive fromDNHPDCL.

For Silli Plant -

Conducted energy audit and carried out conversion of base oil pumpconnections from delta to star connection.

Provided auto switch wiring for auto drum filling machine conveyor.

Replaced 400 watt metal helloed lamp with 250 watt lamps.

Installed 40 KVA DG set for lab instrument and street lighting.

b) Impact of the above Measures -

The above energy conservation measures have helped to reduce the overall energyconsumption and fuel usage of the Company.

c) Additional Investments and Proposal for reduction in Consumption of Energy –

Plan to install 10 KW Solar Power System connecting the Grid in TurbhePlant.

Plan to install LED lights in Plants for the reduction of power consumption.

d) Total Energy Consumption and Energy Consumption per Unit of Production

Form ‘A’ enclosed.

B. TECHNOLOGY ABSORPTION

Efforts made for technology absorption are detailed in Form Rs.B’.

C. ACTIVITIES RELATING TO EXPORTS

Because of the fall in international Base Oil prices value of export sales (FOB value)stood at Rs.24850 lac in the year under review as against Rs.31920 lac during the year2014-2015 a drop of 22%. Your Company has been trying on a continuous basis toconsolidate its position in current markets and also explore new markets with renewedvigour.

D. TOTAL FOREIGN EXCHANGE USED AND EARNED

Rs. in lac
(i) CIF Value of Imports 89089
(ii) Expenditure in Foreign Currency 1015
(iii) Foreign Exchange earned 25711

E. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Directors’ Report for the year ended 31st March 2016 has beenannexed separately.

FORM - A

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

Particulars 2015-16 2014-15
A. Power & Fuel Consumption
1. Electricity
a. Purchased units (million) 2969 2985
Total amount (Rs. in lacs) 182.34 180.09
Average rate/unit (Rs.) 6.14 6.03
b. Own Generation
i) Through Diesel Generation 65032 67389
Units per litre of diesel oil 2.43 2.55
Average cost/ unit (Rs.) 21.01 23.63
ii) Through Steam Turbine Generators
iii) Through Wind Turbines
Units (million)
Total amount (Rs. lacs)
Average rate/unit (Rs.)
2. Coal
3. Furnace Oil
Quantity (KL) 18 21
Total amount (Rs. in lacs) 9.95 13.75
Average rate (Rs. per KL) 56697 66100
4. Others

B. Consumption Per Unit of Production

Particulars Year Transformer Oil Liquid Paraffins Lubricating Oils Others
Electricity 2015-16 6 18 9 6
(KWH) 2014-15 6 18 9 6
Furnace Oil 2015-16 - - - -
(in litres) 2014-15 - - - -

FORM - B

DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION RESEARCH ANDDEVELOPMENT

1. SPECIFIC AREAS IN WHICH R & D CARRIED OUT

R & D continued its work of developing new formulations for Transformer Oils andWhite Oils for new and potential customers. R & D also continued its work on conditionmonitoring of Transformer Oil. R & D also worked on developing new formulations ofLubricating Oils and also testing of existing Oils for current and potential customers.

2. BENEFITS DERIVED

The work is expected to generate new business and expand the customer base within Indiaand Overseas.

3. FUTURE PLAN OF ACTION

R & D will continue to work on new projects as required by the Marketing Teams tomeet the demands of the current and potential customers. Work will also continue onimproving the existing product range.

4. EXPENDITURE ON RESEARCH AND DEVELOPMENT

Rs. in lacs
a) Capital 3.97
b) Recurring 155.00
Total 158.97
Total R & D expenditure as % of turnover 0.10

5. TECHNOLOGY ABSORPTION

The R & D work enabled the Company to broaden its product portfolio to service newdemands.

For and on behalf of the Board
Mumbai Gautam N. Mehra
12th August 2016 Managing Director
(DIN: 00296615)

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8 (2) ofthe Companies (Accounts) Rules 2014

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of Section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis:

Sr. No. Particulars Details
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transactions
c) Duration of the contracts/arrangements/transactions
d) Salient terms of the contracts or arrangements or transactions including the value if any
e) Justification for entering into such contracts or arrangements or transactions Nil
f) Date of approval by the Board
g) Amount paid as advances if any
h) Date on which the special resolution was passed in General meeting as required under first proviso to Section 188

2. Details of contracts or arrangements or transactions at arm’s lengthbasis:

Particulars Details
a) Name (s) of the related party & nature of relationship 1. Savita Polymers Limited
2. Savita Petro Additives Limited
3. Basant Lok Trading Co.
4. Chemi Pharmex Pvt. Ltd.
5. Khatri Investments Pvt. Ltd.
6. Kurla Trading Co. Pvt. Ltd.
7. Mansukhmal Investments Pvt. Ltd.
8. Naved Investment & Trading Co. Pvt. Ltd.
9. D. C. Mehra Public Charitable Trust
10. N. K. Mehra Trust
11. Mr. G. N. Mehra
12. Mrs. R. G. Mehra
13. Ms. S. G. Mehra
14. Mr. S. G. Mehra
b) Nature of contracts/ arrangements/ transactions 1. Sale of goods
2. Sale of fixed assets
3. Purchase of goods
4. Dividend received
5. Dividend paid
6. Payment of Rent
7. Car parking charges
8. Remuneration
9. Donation
c) Duration of the contracts/arrangements/ transactions From 01.04.2015 to 31.03.2016
d) Salient terms of the contracts or arrangements or transactions including the value if any 1. Sale of goods to Savita Polymers Limited of Rs. 91.17 lacs
2. Sale of fixed assets to Savita Polymers Limited of Rs. 6.02 lacs
3. Purchase of goods from Savita Polymers Limited of Rs. 212.31 lacs
4. Dividend received from
- Savita Polymers Ltd. Rs. 2.50 lac
- Savita Petro Additives Ltd. Rs. 0.01 lac
5. Dividend paid to
- Basant Lok Trading Co. Rs. 0.46 lacs
- Chemi Pharmex Pvt. Ltd. Rs. 0.08 lacs
- Khatri Investments Pvt. Ltd Rs. 32.07 lacs
- Kurla Trading Co. Pvt. Ltd. Rs. 1.02 lacs
- Mansukhmal Investments Pvt. Ltd. Rs. 30.75 lacs
- Naved Investment & Trading Co. Pvt. Ltd. Rs. 0.71 lacs
- Mr. G. N. Mehra Rs. 713.37 lacs
- Mrs. R. G. Mehra Rs. 2.51 lacs
- Ms. S. G. Mehra Rs. 2.29 lacs
- Mr. S. G. Mehra Rs. 0.04 lacs
6. Rent paid to
- Chemi Pharmex Pvt. Ltd. Rs. 43.75 lacs
- Savita Polymers Ltd. Rs. 46.94 lacs
7. Car parking charges paid to
- Basant Lok Trading Co. Rs. 0.14 lacs
- Chemi Pharmex Pvt. Ltd. Rs. 0.09 lacs
8. Remuneration paid to Mr. S. G. Mehra Rs. 10.98 lacs
9. Donation given to
- D. C. Mehra Public Charitable Trust Rs. 5.00 lac
- N. K. Mehra Trust Rs. 5.00 lac
e) Date of approval by the Board 30th May 2015
f) Amount paid as advances if any NIL

 

For and on behalf of the Board
Mumbai Gautam N. Mehra
12th August 2016 Managing Director
(DIN:00296615)

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014] To The Members

Savita Oil Technologies Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Savita Oil TechnologiesLimited (hereinafter called the "Company"). Secretarial Audit was conductedin a manner that provided us a reasonable basis for evaluating the corporateconduct/statutory compliances and expressing our opinion thereon. Based on ourverification of the Company’s books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the Company has during the auditperiod covering the financial year ended on March 31 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: We have examined the books papers minute books forms and returnsfiled and other records made available to us and maintained by Savita Oil TechnologiesLimited ("the Company") for the financial year ended on March 31 2016 accordingto the provisions of: (i) The Companies Act 2013 ("the Act") and the rules madethereunder; (ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) andthe rules made thereunder; (iii) The Depositories Act 1996 and the Regulations andBye-laws framed thereunder; (iv) The following Regulations and Guidelines prescribed underthe Securities and Exchange Board of India Act 1992 (‘SEBI Act’):-

(i) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; (ii) The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015; (iii) The Securities and Exchange Board of India(Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding theCompanies Act and dealing with client; We have also examined compliance with theapplicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreements entered into by the Company with BSE Limited and NationalStock Exchange of India Limited and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

During the period under review and as per the explanations and representations made bythe management and subject to clarifications given to us the Company has complied withthe provisions of the Act Rules Regulations Guidelines Standards etc. mentioned aboveexcept that the Company’s Corporate Social Responsibility spending in pursuance tothe Corporate Social Responsibility Policy is less than 2% of the average net pro_ts ofthe company made during the three immediately preceding _nancial years.

We further report that having regard to the compliance system prevailing in theCompany and on examination of the relevant documents and records in pursuance thereof ontest-check basis the Company has complied with the following laws applicable specificallyto the Company:-

(a) The Petroleum Act 1934 and rules made thereunder;

(b) Maharashtra Solvents Reffinate and Slop (Licence) Order 2007;

(c) Lubricating Oils & Greases (Processing Supply & Distribution) Order 1987.Wefurther report that there were no events/ actions in pursuance of:

(a) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings; (b) The Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations 2009;

(c) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(e) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (f) The Securities and Exchange Board of India (Buyback of Securities)Regulations 1998.

We further report that-

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting. Decisions at the Board Meetings as represented by themanagement were taken unanimously as recorded in the minutes of meetings of the Board ofDirectors.

We further report that as represented by the Company and relied upon by us thereare adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines. We further report that during the audit period therewere no specific events/ actions having a major bearing on the Company’s affairs.

For MP & Associates
Company Secretaries
Manish S. Raut
Partner
ACS No.28162
C P No.: 10404
Place: Thane
Date: 3rd August 2016

This report is to be read with our letter of even date which is annexed as AnnexureA and forms an integral part of this report.

Annexure A

To

The Members

Savita Oil Technologies Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of Management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the Management has conductedthe affairs of the Company.

For MP & Associates
Company Secretaries
Manish S. Raut
Partner
ACS No.: 28162
C P No.: 10404
Place: Thane
Date: 3rd August 2016