Your Directors have pleasure in presenting the Fifty-seventh Annual Report togetherwith 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 ||183418 ||169632 |
|Profit before Depreciation & Tax ||18916 ||15445 |
|Depreciation ||2588 ||2829 |
|Exceptional Income ||Nil ||Nil |
|Profit/(Loss] before Tax ||15608 ||12616 |
|Provision for Taxation: || || |
|Current ||4825 ||3875 |
|Deferred ||(338) ||(621) |
|Provision for Taxation no longer required ||(1498) ||Nil |
|Profit/(Loss] for the year after Tax ||12620 ||9362 |
|Other Comprehensive Income ||(11) ||(55) |
|Balance brought forward from previous year ||48098 ||42164 |
|Profit available for appropriation ||60707 ||51471 |
|Appropriations: || || |
|Dividend ||- ||1971 |
|Tax on Dividend ||- ||401 |
|General Reserve ||1270 ||1000 |
|Balance carried to Balance Sheet ||59437 ||48098 |
2. SHARE CAPITAL
During the financial year 2017-2018 your Company bought back 280000 (Two Lac EightyThousand) fully paid equity shares of the Company of face value of ' 10/- only (Rupees Tenonly) each representing upto 1.92% of the total number of equity shares from eligibleequity shareholders/beneficial owners of the Company on a proportionate basis through thetender offer using stock exchange mechanism at a price of ' 1605/- (Rupees One ThousandSix Hundred and Five only) (including premium of ' 1595/-) per equity share for anaggregate maximum amount of upto ' 449400000/- (Rupees Forty-four Crore Ninety-four Laconly). Post buy-back of shares the paid-up equity share capital of the Company stands at' 143220830/- as on 31st March 2018.
Your Directors at the Board Meeting held on 11th May 2018 have recommendeda dividend @25% (' 2.50 per equity share of ' 10/- each) on the paid up Equity ShareCapital of ' 1432 lac as against 135% for the previous year on the paid up Equity ShareCapital of ' 1460 lac which will result in an outgo of ' 430.94 lac inclusive ofdividend tax.
The Reserves of the Company stood increased to ' 728 crore at the end of the year underreview as against ' 647 crore for the previous year.
During the financial year 2017-2018 your Company crossed an important milestone thatof surpassing 3 lac KL sales volume (300303 KLs/MTs) as against 289360 KLs/MTsachieved during 2016-2017 showing an increase of 3.78%. Your Company's sales turnoverduring the year 2017-2018 increased in value terms to ' 180861 lac against ' 166838lac in the year 2016-2017. Your Company earned a net profit of ' 12620 lac during theyear under review as against a net profit of ' 9362 lac for the previous year.
Though the price of Crude Oil continued to rise steadily throughout the last financialyear the Indian Rupee remained relatively stable throughout this period. However sinceApril 2018 the Global Macroeconomic situation has become very uncertain with the adventof 'Trade & Tariff Wars' and not only has the Indian Rupee depreciated significantlybut also Crude Oil prices have become very volatile. This volatility and uncertainty isexpected to continue for the better part of financial year 2018-2019.
During the financial year 2017-2018 your Company's Wind Power Plants situated in thestates of Maharashtra Karnataka and Tamil Nadu generated a total of 90.37 MU against103.40 MU generated in the previous year. During the year your company did not add anynew projects to its Wind Energy Portfolio.
6. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public or its employees during theyear under review.
7. 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.
8. 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. C. V. Alexanderand Mr. Suhas M. Dixit Directors of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment.
Based on recommendations of the Nomination and Remuneration Committee the Board ofDirectors -
(1) After reviewing the declaration submitted by Mr. Ravindra Pisharody formed anopinion that he meets with the criteria of Independence as per Section 149 (6) of theCompanies Act 2013 ("the Act") and the Rules made thereunder and also meetswith the requirements of clause 49 of the Listing Agreement with the Stock Exchanges andaccordingly by way of circular resolution dated 19th December 2017 appointedhim as an Additional Director to hold office as an Independent Director of the Companyw.e.f. 1st January 2018 upto the conclusion of the ensuing Annual GeneralMeeting of the Company.
(2) In its Meeting held on 3rd August 2018 has proposed to appoint him asan Independent Director of the Company for a period upto 31st December 2021from the conclusion of the ensuing Annual General Meeting subject to approval by theMembers of the Company.
Mr. Ravindra Pisharody is a Senior Management professional with over 35 years ofexecutive experience and he has held National Regional and Global Leadership roles inSales & Marketing Strategy Development BU Lead / CEO etc. with Phillips IndiaBritish Petroleum/Castrol. His last assignment had been with Tata Motors as an ExecutiveDirector- Commercial Vehicles.
Your Company has received the requisite disclosures/ declarations from Mr. RavindraPisharody as required under the relevant provisions of the Companies Act 2013. YourCompany has also received Notice under Section 160 (1) of the Companies Act 2013signifying 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 theCompany confirming that they meet with the criteria of Independence as prescribed underthe Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Based on recommendations of the Nomination and Remuneration Committee and the AuditCommittee your Board in its meeting held on 3rd August 2018 has recommendedfor your approval at the ensuing Annual General Meeting:
A. Re-appointment of Mr. Gautam N. Mehra (DIN:.00296615) as Managing Director of yourCompany till 30th September 2023 on non-rotational basis;
B. Re-appointment of Mr. C. V. Alexander (DIN:00253736) as Whole-time Director of yourCompany till 30th April 2019.
Item Nos.5 & 6 of the Notice along with the Explanatory Statement be treated asAbstracts of the terms and conditions of their appointments/re-appointments under Section196 of the Companies Act 2013.
Profiles and other details as required under the Act and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 of Mr. Gautam N. Mehra and Mr. C. V. Alexanderhave 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 DirectorMr. 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 theCompany.
Remuneration and other details of the said Key Managerial Personnel for the financialyear ended 31st March 2018 are mentioned in the Extract of the Annual Returnwhich is attached to the Board's Report.
11. 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.
12. NUMBER OF MEETINGS
The Board of Directors of your Company met 6 times during the year 2017-2018. The BoardMeetings were held on 27th May 2017 28th July 2017 16thAugust 2017 30th October 2017 23rd January 2018 and 3rdFebruary 2018. The maximum time gap between any two consecutive meetings did not exceedone hundred and twenty days.
Audit Committee of your Company met 5 times on 27th May 2017 28thJuly 2017 16th August 2017 30th October 2017 and 3rdFebruary 2018 during the year 2017-2018.
Stakeholders' Relationship Committee of your Company met 4 times on 27thMay 2017 28th July 2017 30th October 2017 and 3rdFebruary 2018 during the year 2017-2018.
Nomination and Remuneration Committee of your Company met 4 times on 27thMay 2017 28th July 2017 16th August 2017 and 18thDecember 2017 during the year 2017-2018.
Risk Management Committee of your Company met 2 times on 27th May 2017 and28th July 2017 during the year 2017-2018.
CSR Committee of your Company met 4 times on 27th May 2017 28thJuly 2017 30th October 2017 and 3rd February 2018 during theyear 2017-2018.
13. 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 2018 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.
14. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134 (3) (p) 149 (8) and Schedule IV of theCompanies Act 2013 and Clause 49 of the Listing Agreement annual performance evaluationof the Directors as well as of the Audit Committee Nomination and Remuneration Committeeand Stakeholders' Relationship Committee for the year 2017-2018 was carried out by yourCompany.
For the year 2017-2018 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.
15. INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors of the Company met on 31stMarch 2018 interalia to discuss:
i) Evaluation of performance of Non-Independent Directors and the Board of Directors ofthe Company as a whole;
ii) Evaluation of performance of the Chairman of the Company taking into views ofExecutive and Non-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.
16. 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.
17. 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 at 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.
18. CSR POLICY
The Corporate Social Responsibility Policy recommended by the CSR Committee andapproved by the Board of Directors of the Company at 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 2018 is attached to thisReport as a separate annexure.
19. 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 2018-2019have 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.
20. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year your Company has transferred ' 10.44 lac towards unclaimed Dividend asagainst ' 4.79 lac towards unclaimed Dividend in the previous year to the InvestorEducation and Protection Fund which amount was due and payable for the year 2009-2010 andremained unclaimed and unpaid for a period of 7 years as provided in Section 125 of theCompanies Act 2013.
21. STATUTORY AUDITORS
The Members of the Company had at the 56th Annual General Meeting held on29th September 2017 approved the appointment of G. D. Apte & Co.Chartered Accountants Mumbai (Registration No.100515W) as the Statutory Auditors of theCompany to hold office from the conclusion of that AGM until the conclusion of the 61stAnnual General Meeting.
22. AUDITORS' REPORT
The Auditors' Report to the Members on the Accounts of the Company for the financialyear ended 31st March 2018 is attached to this Report and does not contain anyqualification reservation or adverse remark.
23. SECRETARIAL AUDIT REPORT
Secretarial Audit for the year 2017-2018 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.
The Board wishes to state here that your Company spent a lower amount on CSR activitiesthan the prescribed one during the year 2017-2018 as more projects were in the process ofbeing identified and evaluated. The Board also wishes to clarify that the newspaper noticefor the Board Meeting dated 3rd February 2018 remained to be published innewspapers inadvertently though notice was sent to the Stock Exchanges and dispalyed onthe website of your Company in time.
24. 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 3rd August 2018 hasappointed Kale & Associates Cost Accountants as Cost Auditors of the Company for theyear 2018 2019. 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 2018-2019.
25. RISK MANAGEMENT
In accordance with the provisions of Clause 49 of the Listing Agreement your Companyhas Risk Management Committee in operation to oversee the Risk Management of the Companyin line with 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 website www.savita.com of the Company.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company's Internal Control Systems are adequate considering its size and magnitudeof operations. These Systems are tested from time to time for being compliant withoperating systems accounting procedures and policies with the help of an outside auditingfirm. The reports of such compliances are presented to and discussed by the AuditCommittee from time to time. The Audit Committee based on scrutiny of the internal auditreport suggests to the Company 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.
27. 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.
28. RELATED PARTY TRANSACTIONS
The related party transactions attracting compliance under Section 188 and/orRegulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are scrutinised by the Audit Committee before placing them for Board's approval.Prior omnibus approval of the Audit Committee is also sought for transactions which are ofa foreseen 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.
29. 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.
30. 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.
31. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial during theyear.
32. 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 Directors take this opportunity to express their deep and sincere gratitude toyour Company's business partners customers vendors associates bankers and theshareholders for their continued support in the functioning of the Company. Your Directorswould like to express a deep sense of appreciation for the commitment shown by theemployees in supporting your Company.
| ||For and on behalf of the Board |
| ||Gautam N. Mehra |
|Mumbai ||Managing Director |
|3rd August 2018 ||(DIN:00296615) |