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Directors Report of Savita Oil Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Fifty-fourth Annual Report, together with the Audited Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS

(Rs. in lacs)

Year ended Year ended 31.3.2015 31.3.2014

Total Income 1,85,769 2,09,565

Profit before Depreciation & Tax 2,989 10,470

Depreciation 3,407 2,998

Exceptional Income Nil 5,791

Profit/(Loss) before Tax (418) 13,263

Provision for Taxation:

Current 160 4,450

Deferred (451) (160)

Profit/(Loss) for the year after Tax (127) 8,974

Balance brought forward from previous year 40,432 35,348

Profit available for appropriation 40,265 44,321

Appropriations:

Proposed Dividend 365 2,555

Tax on Dividend 73 434

General Reserve Nil 900

Balance carried to Balance Sheet 39,827 40,432

2. DIVIDEND

Though the Company has suffered a loss during the year, your Directors have recommended a dividend of 25% (Rs. 2.50 per equity share of Rs. 10/- each) out of Reserves and Surplus for the year ended 31st March 2015 on the paid up Equity Share Capital of Rs. 1,460 lacs, resulting in an outgo of Rs. 438 lacs inclusive of dividend tax.

3. RESERVES

After withdrawing Rs. 438 lacs for payment of dividend, the Reserves of the Company stood reduced to Rs. 550 crore at the end of the year under review as against Rs. 556 crore for the previous year.

4. OPERATIONS

Your Company's sales turnover during the year 2014-15 touched Rs. 2,03,982 lacs against Rs. 2,29,675 lacs in the year 2013-14, resulting in a decline of about 11%. The sales volume also declined marginally at 2,62,640 KLS/MTs during the year 2014-15 as against 2,72,805 KLs/MTs achieved in the year 2013-14. For the first time since listing, your Company suffered a loss of Rs. 127 lacs during the year under review as against a net profit of Rs. 8,974 lacs for the previous year. The loss incurred by your Company was due to extraordinary and unprecedented fall in the price of Crude Oil from USD 105 per barrel (NYMEX) in July, 2014 to USD 48 per barrel in March, 2015 resulting in unprecedented fall in the price of Base Oil resulting in high inventory losses to your Company. This adverse situation was worsened by the foreign exchange volatility, both resulting in uncertain/deferred demand for the products of your Company.

The consistent fall in prices of Crude Oil and Base Oil especially in the second half of year 2014 finally started showing signs of bottoming out in the first quarter of year 2015. Since then, these prices have shown a lot more stability which augurs well for your Company.

During the financial year 2014-15, your Company's Wind Power Plants situated in the states of Maharashtra, Karnataka and Tamil Nadu generated a total of 88.53 MU against 93.06 MU generated in the previous year. During the year under review, your Company did not install any new wind mills leaving the total installed capacity in Wind Power sector of your Company at 54.15 MW.

5. PUBLIC DEPOSITS

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

6. 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.

7. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI). The report on Corporate Governance as per the requirement of the Listing Agreement forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

8. DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Gautam N. Mehra, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

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

1) in its Meeting held on 31st October 2014 and after reviewing the declaration submitted by Mrs. Meghana C. Dalal, formed an opinion that she 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 appointed her as an Additional Director to hold office as an Independent Director of the Company w.e.f. 31st October 2014 upto the conclusion of the ensuing Annual General Meeting of the Company.

2) in its Meeting held on 1st August 2015 has proposed to appoint her as an Independent Director of the Company for a period upto 31st March 2019 from the conclusion of the ensuing Annual General Meeting, subject to approval by the Members of the Company.

Mrs. Meghna C. Dalal is a Commerce Graduate and a Fellow Member of the Institute of Chartered Accountants of India. She has experience in professional practice for the last 29 years specialising in Management of Corporate Emoluments across various Industries. She is also a Director of Chetan Dalal Investigation and Management Services Private Limited. She is engaged with the Company in the capacity as an Independent Director.

Your Company has received the requisite disclosures/declarations from Mrs. Meghana C. Dalal as required under the relevant provisions of the Companies Act, 2013. Your Company has also received Notice from a Member under Section 160 (1) of the Companies Act, 2013 signifying intention to propose her candidature for the office of Director of the Company.

3) in its meeting held on 1st August 2015 re-appointed Mr. Gautam N. Mehra as the Managing Director for a period of 3 years and Mr. C. V. Alexander as the Whole-time Director of your Company till the conclusion of the next Annual General Meeting. Their re-appointments as the Directors of the Company are subject to the approval of the Members at the ensuing Annual General Meeting.

Item Nos.5, 7 & 8 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 of the Directors seeking appointment/re-appointment have been given in the Notice of the ensuing Annual General Meeting 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 Clause 49 of the Listing Agreement with the Stock Exchanges.

9. KEY MANAGERIAL PERSONNEL

During the year under review, in addition to Mr. C. V. Alexander, Whole-time Director of the Company, Mr. Suhas M. Dixit and Mr. Uday C. Rege were formally appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013 w.e.f. 21st July 2014. Mr. Suhas M. Dixit functions as the Chief Financial Officer of the Company and Mr. Uday C. Rege as the Company Secretary and Executive VP - Legal of the Company.

Remuneration and other details of the said Key Managerial Personnel for the financial year ended 31st March 2015 are mentioned in the Extract of the Annual Return which is attached to the Board's Report.

10. BOARD COMMITTEES

The Board of Directors of your Company has constituted various Committees in compliance with the provisions of the Companies Act, 201 3/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 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.

11. NUMBER OF MEETINGS

The Board of Directors of your Company met 4 times during 2014-15. The Board Meetings were held on 29th May 2014, 21st July 2014, 31st October 2014 and 31st January 2015. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

The Audit Committee met 4 times during 2014-15 on 29th May 2014, 21st July 2014, 31st October 2014 and 31st January 2015. The Nomination and Remuneration Committee met thrice on 29th May 2014, 21st July 2014 and 23rd February 2015. The Risk Management Committee met on 31st January 2015 and the CSR Committee met on 29th May 2014.

12. 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, 2015 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.

13. 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 2014-15 was carried out by your Company.

For the year 2014-15, 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.

14. INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors of the Company met on 31st March 2015, 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 account 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.

15. 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. Additional 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.

16. NOMINATION AND REMUNERATION POLICY

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

17. CSR POLICY

The Corporate Social Responsibility Policy recommended by the CSR Committee was approved by the Board of Directors of the Company in its Meeting held on 29th May 2014. The same is available on the website www.savita.com of the Company.

The disclosure relating to the amount spent on Corporate Social Responsibility activities for the financial year ended 31st March 2015 is attached to this Report 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 Exchange of India Limited. The Listing Fees to these two Stock Exchanges for the year 2015-16 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 Company's operations in future.

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, your Company has transferred Rs. 6.87 lacs towards unclaimed Interim Dividend, Rs. 2.02 lacs towards unclaimed Final Dividend and Rs. 1.42 lacs towards unclaimed Fractional Entitlement (totaling to a sum of Rs. 10.31 lacs) to the Investor Education and Protection Fund, which amounts were due and payable for the year 2006-07 and remained unclaimed and unpaid for a period of 7 years, as provided in Section 124 of the Companies Act, 2013.

20. STATUTORY AUDITORS

The Members of the Company had, at the 53rd Annual General Meeting held on 6th September 2014 approved the appointment of G. M. Kapadia & Co., Chartered Accountants, Mumbai, bearing Firm Registration No.104767W as the Statutory Auditors of the Company, to hold office from the conclusion of that AGM until the conclusion of the 56th Annual General Meeting subject to ratification of the appointment by the Members at every AGM 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 conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting to be held in the year 2016-17, is being placed for Members' ratification.

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

21. AUDITORS' REPORT

The Auditors' Report to the Members on the Accounts of the Company for the financial year ended March 31, 2015 is attached to this Report and does not contain any qualification, reservation or adverse remark.

22. SECRETARIAL AUDIT REPORT

Secretarial Audit for the year 2014-2015 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. In connection with the Auditors observations in the report, it is clarified that the non-filing of MGT-14 in respect of one board resolution happened inadvertently and the excess remuneration paid to the Managing Director is being placed before the Members for their approval at the ensuing AGM after which necessary application for waiver will be filed with the authorities.

23. 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 30th May 2015 had appointed M/s Sevekari, Khare & Associates, Cost Accountants as Cost Auditors of the Company for the year 2015-16. 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 year 2015-16.

24. RISK MANAGEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already put in place a Risk Management Plan. The Company has a robust business risk management framework to identify and evaluate business risks and opportunities. This framework seeks to have transparency, minimise adverse impact on the business objectives and enhance your Company's competitive advantage.

The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at Company level.

In accordance with the provisions of Clause 49 of the Listing Agreement, your Company has also constituted a Risk Management Committee and has displayed the Risk Management Policy on the website www.savita.com of the Company.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies within the Company with the help of an outside auditing firm. The report of internal audit function is assessed by the Audit Committee from time to time which in turn suggests 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.

26. 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.

27. RELATED PARTY TRANSACTIONS

All related party transactions attracting compliance under Section 188 and / or Clause 49 of the Listing Agreement are placed before the Audit Committee and also before the Board for 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 are 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 is annexed 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. INDUSTRIAL RELATIONS

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

31. 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.

32. ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Customers, Suppliers, Financial Institutions, Banks, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board

Gautam N. Mehra Mumbai Managing Director 1st August 2015 (DIN:00296615)


Mar 31, 2013

To The Members

The Directors have pleasure in presenting the Fifty-Second Annual Report, together with the Audited Accounts for the year ended 31st March 2013.

1. Financial Results

Rs. in lacs Year ended Year ended 31.3.2013 31.3.2012

Total Income 2,01,248 1,92,136

Proft before Depreciation & Tax 11,919 12,545

Depreciation 2,514 2,520

Exceptional Income 5,650

Proft before Tax 15,055 10,025

Provision for Taxation:

Current 3,115 4,875

Deferred 1,607 (1,653)

Proft for the year after Tax 10,332 6,803

Balance brought forward from previous year 29,055 25,488

Proft available for appropriation 39,387 32,291

Appropriations:

Proposed Dividend 2,555 2,190

Tax on Dividend 434 355

General Reserve 1,050 690

Balance carried to Balance Sheet 35,348 29,055

2. Dividend

Your Directors are pleased to recommend a dividend of 175% (Rs.17.50 per equity share of Rs.10/- each) for the year ended 31st March 2013 as against 150% for the previous year on the paid up Equity Share Capital of Rs.1,460 lacs, resulting in an outgo of Rs.2,990 lacs inclusive of dividend tax.

3. Operations

Your Company''s sales turnover during the year 2012-13 touched a new high of Rs.2,21,789 lacs against Rs.2,11,757 lacs in the year 2011-12 resulting in a growth of about 5%. The sales volume also increased to 2,71,521 KLS/MTs during 2012-13 as against 254,799 KLs/MTs achieved in 2011-12 showing an increase of 6.5% in line with the increase in sales turnover. The net proft of the Company increased to Rs.10,332 lacs as against Rs.6,803 lacs for the previous year, recording an increase of 52%. This proft included the compensation received from Idemitsu Lube India Pvt. Ltd. (ILIN) on account of premature termination of the Technical Collaboration Agreement for Idemitsu Products during the year.

During the Financial Year 2012-13, your Company''s Wind Power Plants situated in the states of Maharashtra, Karnataka and Tamil Nadu generated a total of 94.81 MU against 85.61 MU generated in the previous year. During the year under review, your Company did not fnd any suitable sites for installing any additional wind mills. As a result, the total installed capacity in Wind Power sector of your Company continues to stand 48.15 MW.

On 2nd May 2013 your Company''s Technical Collaboration Agreement for Genuine Products with ILIN was also terminated. This termination will take effect after 180 days from the date of the notice of termination. Your Company has to further inform that termination of this agreement would marginally impact the sales volume of your Company. This impact would be around 6% (six percent) of the total sales volume of the Company for the Financial Year 2012-13.

4. New Plant in Silli, Silvassa

Your Company is in the process of setting up a new green feld manufacturing facility at Silli in Silvassa, in the Union Territory of Dadra & Nagar Haveli. This ultra modern facility will be amongst the most sophisticated plants of its kind for the manufacture of petroleum specialty oils in India. This project has been initiated to meet the rising demand for your Company''s products. The said plant with an annual licensed production capacity of 1,50,000 MT for manufacture of petroleum specialty products shall serve to augment the overall manufacturing capacity of your Company. The said facility is expected to be operational from August, 2013.

5. Fixed Deposits

The Company has no overdue / unpaid fxed deposits.

6. Research and Development

A note on the R & D activities and Technology Absorption is given in Form Rs.B'' by way of an Annexure to this Report.

7. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is furnished by way of Annexure to this Report.

8. Directors

Your Company''s Director, Mr. H. A. Nagpal retires by rotation u/s 256 of the Companies Act, 1956 and being eligible, offers himself for re-appointment.

In its meeting held on 18th May 2013, the Board of Directors re-appointed Mr. C. V. Alexander as the Whole-time Director of your Company. His re-appointment as the Whole-time Director of the Company is subject to the approval of the members at the ensuing Annual General Meeting. Relevant item of the Notice along with the Explanatory Statement be treated as Abstract of the terms and conditions under Section 302 of the Companies Act, 1956 of Mr. C. V. Alexander''s appointment.

The Board of Directors recommends their re-appointments as Directors of the Company.

Your Directors with profound grief have to inform you about the sad demise of Mrs. Swaran N. Mehra on 22nd November 2012. She was one of your Company''s longest serving Directors and had contributed immensely to the growth of the Company for more than 33 years from 6th December 1976 till she retired on 9th December 2009. Your Directors pay rich tributes to her valuable work and contributions to your Company.

9. Corporate Governance

A statement on Corporate Governance along with the Auditors'' Certifcate regarding its compliance and Management Discussion and Analysis are given separately as part of the Annual Report.

10. Transfer to Investor Education and Protection Fund

During the year, your Company has transferred a sum of Rs.5.86 lacs to the Investor Education and Protection Fund, which was the dividend amount due and payable for the year 2004-05 and remained unclaimed and unpaid for a period of 7 years, as provided in Section 205A(5) of the Companies Act, 1956.

11. Risk Assessment and Management

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business. Your Company also takes all efforts to train its manpower from time to time to handle and minimise these risks.

12. Directors'' Responsibility Statement

In accordance with the requirements of Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors of the Company hereby confrm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and 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 31st March 2013 and proft for the year ended on that date;

(iii) the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the Annual Accounts on a ''going concernRs. basis.

13. Auditors

M/s. G. M. Kapadia & Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

14. Particulars of Employees

The information required to be published under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended is given in the Annexure to this Report.

15. Listing

Your Company''s 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 2013-14 have been paid by your Company on time.

16. Acknowledgements

Your Directors are pleased to record their sincere gratitude to your Company''s bankers, fnancial institutions, agents and business associates as well as employees at all levels for their valuable support and co-operation extended at all times. Your Directors also appreciate the confdence and faith reposed in them by the shareholders.

For and on behalf of the Board

Mumbai Gautam N. Mehra

18th May 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Fifty-first Annual Report, together with the Audited Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS Rs. in lacs

Year ended Year ended 31.3.2012 31.3.2011

Total Income 1,92,136 1,56,449

Profit before Depreciation & Tax 12,545 18,568

Depreciation 2,520 2,530

Profit before Tax 10,025 16,038

Provision for Taxation:

Current 4,875 5,075

Deferred (1,653) 30

Profit for the year after Tax 6,803 10,933

Balance brought forward from previous year 25,488 19,049

Profit available for appropriation 32,291 29,982

Appropriations:

Proposed Dividend 2,190 2,920

Tax on Dividend 355 474

General Reserve 690 1,100

Balance carried to Balance Sheet 29,055 25,488

2. DIVIDEND

Your Directors are pleased to recommend a dividend of 150% (Rs.15/- per equity share of Rs.10/- each) for the year ended 31st March 2012 as against 200% (inclusive of 50% recommended on the occasion of completion of Golden Jubilee last year) for the previous year on the paid up Equity Share Capital of Rs.1,460 lacs, resulting in an outgo of Rs.25.45 crore inclusive of dividend tax.

3. OPERATIONS

Your Company's sales turnover touched a new high of Rs.2,11,757 lacs against Rs.1,72,047 lacs in the year 2010-11 resulting in a growth of 23%. The sales volume remained more or less steady at 2,54,799 KLs/MTs during 2011-12 as against 2,56,837 KLs/MTs achieved in 2010-11. The net profit of the Company however decreased to Rs.6,803 lacs as against Rs.10,933 lacs for the previous year, recording a decline of 38%. Both the sales volume and the profitability were adversely impacted due to the sharp depreciation of the Indian Rupee vis-a-vis the US Dollar commencing from September 2011.

During the Financial Year 2011-12, your Company's Wind Power Plants situated in the states of Maharashtra, Karnataka and Tamil Nadu generated 87.54 million units as against 73.10 million units generated in the previous year.

During the year under review, your Company added 5 MW of wind power by commissioning four wind turbines of 1,250 KW capacity each in the state of Tamil Nadu. With this, the total installed capacity of Wind Power of your Company now stands at 48.15 MW.

Also during this year, your Company's 8.25 MW Wind Power Projects situated in the states of Maharashtra and Tamil Nadu have been registered with UNFCCC under CDM. This is expected to generate approximately 15,000 CERs annually for a period of 10 years.

The National Load Dispatch Centre (NLDC), the central nodal agency for the Renewable Energy Certificate (REC) scheme, issued 2,057 RECs to your Company's 3 MW Wind Power Project at Satara, Maharashtra in the year under review, which were traded on the IEX Power Exchange.

During the year under review, your Company's Technical Collaboration Agreement for Idemitsu Products was terminated. Your Company has the right to manufacture and market the Idemitsu Products for a further period of 3 years at its discretion post this termination. The termination of this agreement would only marginally impact the sales volume of the Company. This impact will be less than 2% of the total sales volume of the Company based on the sales figure for the Financial Year 2011-12. The Technical Collaboration Agreement for Genuine Products with the same collaborators however, continues to remain in force.

4. FIXED DEPOSITS

The Company has no overdue / unpaid fixed deposits.

5. RESEARCH AND DEVELOPMENT

A note on the R & D activities and Technology Absorption is given in Form 'B' by way of an Annexure to this Report.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is furnished by way of Annexure to this Report.

7. DIRECTORS

Mr. S. R. Pandit and Mr. N. B. Karpe retire by rotation u/s 256 of the Companies Act, 1956 and being eligible, offer themselves for re-appointment.

In its meeting held on 30th May 2012, the Board of Directors re-appointed Mr. G. N. Mehra as the Managing Director and Mr. C. V. Alexander as the Whole-time Director of your Company. Their re-appointments as the Directors of the Company are subject to the approval of the members at the ensuing Annual General Meeting. Relevant items of the Notice regarding their appointments along with the Explanatory Statement be treated as Abstracts of the terms and conditions under Section 302 of the Companies Act, 1956 of their appointments.

The Board of Directors recommends their re-appointment as Directors of the Company.

8. CORPORATE GOVERNANCE

A statement on Corporate Governance along with the Auditors' Certificate regarding its compliance and Management Discussion and Analysis are given separately as part of the Annual Report.

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, your Company has transferred a sum of Rs.6.69 lacs to the Investor Education and Protection Fund, which was the dividend amount due and payable for the year 2003-04 and remained unclaimed and unpaid for a period of 7 years, as provided in Section 205A (5) of the Companies Act, 1956.

10. RISK ASSESSMENT AND MANAGEMENT

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business. Your Company also takes all efforts to train its manpower from time to time to handle and minimise these risks.

11. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors of the Company hereby confirm that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and 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 31st March 2012 and profit for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the Annual Accounts on a 'going concern' basis.

12. AUDITORS

M/s. G. M. Kapadia & Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

13. PARTICULARS OF EMPLOYEES

The information required to be published under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended is given in the Annexure to this Report.

14. LISTING

Your Company's shares continue to be listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fees to these two Stock Exchanges for the year 2012-13 have been paid by your Company on time.

15. ACKNOWLEDGEMENTS

Your Directors take this opportunity to sincerely thank your Company's bankers, financial institutions, agents and business associates as well as employees at all levels for the valuable support and co-operation extended by them at all times. Your Directors also appreciate the confidence and faith reposed in them by the shareholders.

For and on behalf of the Board

Mumbai Gautam N. Mehra

30th May 2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Forty-Ninth Annual Report, together with the Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS

Rupees in lacs

Year ended Year ended 31.3.2010 31.3.2009

Total Income 118,693 116,079

Profit before Depreciation & Tax 14,881 4,494

Depreciation 2,031 1,894

Profit before Tax 12,850 2,600

Provision for Taxation:

Current 3,740 290

Deferred 480 825

Fringe benefit - 52

Minimum Alternate Tax credit entitlement - (290)

Provision for taxation no longer required (9) -

Profit for the year after Tax 8,639 1,723

Balance brought forward from previous year 13,864 13,170

Profit available for appropriation 22,503 14,893

Appropriations:

Proposed Dividend 2,190 730

Tax on Dividend 364 124

General Reserve 900 175

Balance carried to Balance Sheet 19,049 13,864

2. DIVIDEND

Your Directors are pleased to recommend a dividend of 150% (Rs.15 per Equity Share of Rs.10 each) for the year ended 31st March 2010 as against 50% (Rs.5 per Equity Share of Rs.10 each) for the previous year on the paid up Equity Share Capital of Rs.1,460 lacs. This would result in an outgo of Rs.2,190 lacs as dividend in addition to a tax outgo of Rs.364 lacs.

3. OPERATIONS

Your Companys sales turnover touched a new high of Rs. 131,200 lacs during the year under review against Rs.126,733 lacs in the year 2008-09. The sales in volume terms during the year 2009-10 also touched a new high of 254,767 KLs/MTs, showing an increase of about 33%. The net profit of the Company jumped to Rs.8,639 lacs as against Rs.1,723 lacs for the previous year.

During the year under review, the Crude Oil prices crept up steadily, however the volatility was not as intense as in the previous year. As a consequence, Base Oil price movement also showed a reduced volatility. This coupled with the general improvement in the economy and the increased demand for your Companys products resulted in your Company clocking record profits during the year.

The Indian Rupee which had jumped to 52 to a US Dollar in early March 2009 slowly and steadily appreciated to about 46 to a US Dollar during the year under review. This resulted in net gains on foreign exchange in the financial year 2009-10 against losses for the last year for your Company.

Last year, the global economies faced one of the worst recessionary periods in many decades. The remedial measures adopted by the Governments world over since then have resulted in stablising various economies. In fact, some of the economies have started showing positive signs of growth and India seems to be one of the first economies to recover from the recessionary trends.

Your Company added 9.05 MW wind power projects in its portfolio, the highest ever capacity addition in a year. Of these, 3 of 1500 KW each were commissioned in the state of Tamil Nadu and 3 of 1250 KW each and 1 of 800 KW were commissioned in the state of Maharashtra. With this, the total installed capacity of Wind Power generation of your Company stands at 43.15 MW as against 34.10 MW in the previous year.

4. FIXED DEPOSITS

The Company has no overdue / unpaid fixed deposits.

5. RESEARCH AND DEVELOPMENT

A note on the R & D activities and Technology Absorption is given in Form B by way of an Annexure to this Report.

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

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy,Technology Absorption and Foreign Exchange Earnings and Outgo is furnished by way of Annexure to this Report.

7. DIRECTORS

Mr. S. R. Pandit and Mr. N. B. Karpe retire by rotation u/s 256 of the Companies Act, 1956 and being eligible, offer themselves for re-appointment.

Mr. C. V. Alexander has been re-appointed as the Whole-time Director of the Company by the Board in its Meeting held on 29th May 2010. His re-appointment as the Director of the Company is subject to the approval of the members at the ensuing Annual General Meeting. Item No.6 of the Notice along with the Explanatory Statement be treated as an Abstract of the terms and conditions under Section 302 of the Companies Act, 1956 of his appointment.

The Board of Directors recommends their re-appointment as Directors of the Company.

Mrs. S. N. Mehra has resigned as a Director of the Company w.e.f. 8th December 2009 due to health reasons. Mrs. Mehra was associated with the Company for more than 34 years and has contributed significantly to the overall growth and development of the Company. Your Directors are grateful to Mrs. Mehra for her valuable work and contributions to the Company over the last three decades.

8. CORPORATE GOVERNANCE

A statement on Corporate Governance along with the Auditors Certificate regarding its compliance and Management Discussion and Analysis are given separately as part of the Annual Report.

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred a sum of Rs.4.12 lacs to the Investor Education and Protection Fund, which was the dividend amount due and payable for the year 2001-02 and remained unclaimed and unpaid for a period of 7 years, as provided in Section 205A(5) of the Companies Act, 1956.

10. RISK ASSESSMENT AND MANAGEMENT

Your Company is aware of the various operational and business risks in its functioning. The procedures for handling these risks are reviewed and streamlined by the Company on a continuous basis.The Companys manpower is being trained from time to time to handle and minimise these risks.

11. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors of the Company hereby confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and 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 31st March 2010 and profit for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the Annual Accounts on a going concern basis.

12. AUDITORS

M/s. G. M. Kapadia & Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment.

13. PARTICULARS OF EMPLOYEES

The information required to be published under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended is given in the Annexure to this Report.

14. LISTING

Your Companys shares continue to be listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fees to these two Stock Exchanges for the year 2010-11 have been paid by your Company on time.

15. ACKNOWLEDGEMENTS

Your Directors are grateful to your Companys bankers, financial institutions, agents and business associates as well as employees at all levels for their valuable support and co-operation extended at all times. Your Directors are also thankful for the confidence and faith reposed in them by the shareholders.

For and on behalf of the Board

Mumbai Gautam N. Mehra

29th May 2010 Chairman & Managing Director



 
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