Directors Report of Savita Oil Technologies Ltd.

Mar 31, 2023

Report of the Directors to the Members

Your Directors have pleasure in presenting the Sixty-second Annual Report, together with the Audited Accounts for the year
ended 31^st March, 2023.

1. FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Total Income	3,65,337	2,96,902	3,65,337	2,96,902
Profit before Depreciation & Tax	32,336	36,972	32,336	36,972
Depreciation	2,059	2,131	2,059	2,131
Exceptional Income	-	-	-	-
Profit/(Loss) before Tax	30,276	34,842	30,276	34,842
Provision for Taxation:
Current	7,869	8,901	7,869	8,901
Deferred	(158)	(117)	(158)	(117)
Provision for Taxation no longer required	(4)	9	(4)	9
Profit/(Loss) for the year after Tax	22,570	26,049	22,570	26,049
Other Comprehensive Income	3	(49)	3	(49)
Balance brought forward from previous year	1,24,877	1,01,828	1,24,877	1,01,828
Profit available for appropriation	1,47,450	1,27,828	1,47,450	1,27,828
Appropriations:
Dividend	3,455	2,133	3,455	2,133
Tax on Dividend/Tax on buy-back of equity shares	-	819*	-	819*
General Reserve	-	-	-	-
Balance carried to Balance Sheet	1,43,995	1,24,877	1,43,995	1,24,877

2. SHARE CAPITAL

The paid-up equity share capital of your Company
stands at ''13,82,00,830/- as on date.

3. DIVIDEND

Your Directors at the Board Meeting held on 26^th May,
2023 have recommended dividend @200% ('' 4 per
equity share of '' 2/- each), as against 250% dividend
for the previous year, on the paid up Equity Share
Capital of '' 1,382.01 Lakhs, resulting in an outgo of
'' 2,764.02 Lakhs for your Company ('' 3,455.02 Lakhs
for previous year).

4. RESERVES

The Reserves of your Company stood increased to
'' 1,435 Crores on standalone basis at the end of
the year under review as against '' 1,244 Crores for
the previous year.

5. OPERATIONS

During the year under review, on standalone basis,
your Company achieved sales volume of 3,86,944
KLs/MTs as against 3,90,740 KLs/MTs achieved
during FY 2021-2022. Your Company''s sales
turnover increased during the year 2022-2023 at
'' 3,59,457/- Lakhs against '' 2,91,399/- Lakhs in the
year 2021-2022. Your Company achieved a net profit
of '' 22,570/- Lakhs during the year 2022-2023 as
against '' 26,049/-Lakhs during the previous year.

During the Financial Year 2022-2023, your
Company''s Wind Power Plants situated in the states
of Maharashtra, Karnataka and Tamil Nadu generated
a total of 85.64 MU against 83.40 MU generated in
the previous year. During the year under review,
your Company did not add any new projects to its
Wind Portfolio.

6. SUBSIDIARY COMPANIES, JOINT VENTURES
AND ASSOCIATE COMPANIES

As on 31^st March, 2023, the Company had two
subsidiary companies viz. Savita Polymers Limited
and Savita GreenTec Limited. There has been no
material change in the nature of business of the
subsidiary companies during FY 2022-2023.

The report on the financial position of the subsidiary
companies as per Section 129 (3) of the Companies
Act, 2013 is provided in Form No.AOC-1, which is
enclosed as a separate annexure to this Report.

7. AMALGAMATION OF SAVITA POLYMERS
LIMITED WITH THE COMPANY

Pursuant to the approval granted by the respective
Boards of Directors of Savita Polymers Limited, your
Company and the approval granted by The National
Company Law Tribunal, Mumbai (NCLT") vide order
dated 8^th May, 2023 ("Order") under Sections 230
to 232 of the Companies Act, 2013, the Companies
(Compromises, Arrangements and Amalgamations)
Rules, 2016 and other rules and regulations
framed thereunder, Savita Polymers Limited has
amalgamated with Savita Oil Technologies Limited
upon filing of the Order by Savita Oil Technologies
Limited with Registrar of Companies, Mumbai ("ROC")
on 2^nd June, 2023 in line with the provisions of the
Companies Act, 2013.

To give effect to the Scheme of Amalgamation with
effect from 1^st April, 2022 pursuant to NCLT Order,
the Company has restated the financial figures of the
previous years.

8. PUBLIC DEPOSITS

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

9. 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.

10. CORPORATE GOVERNANCE

Corporate Governance Report along with a
Certificate from the Secretarial Auditors of your
Company regarding compliance of the conditions of

Corporate Governance pursuant to requirements as
stipulated by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed hereto and forms part
of this Report.

11. DIRECTORS

As per provisions of Section 152 of the Companies
Act, 2013, Mr. Suhas M. Dixit (DIN: 02359138),
Director of the Company retires by rotation at the
ensuing Annual General Meeting of your Company
and being eligible offers himself for re-appointment.

Board of your Company in its meeting held on
1^st August, 2023, re-appointed Mr. Gautam N.
Mehra (DIN: 00296615) as Managing Director w.e.f.
1^st October, 2023 upto 30^th September, 2028 on
non-rotational basis, as recommended by Nomination
& Remuneration Committee, subject to your approval
at the ensuing Annual General Meeting.

Board of your Company in its meeting held on
1^st August, 2023, re-appointed Mr. Suhas M. Dixit (DIN:
02359138) as Whole-time Director w.e.f. 1^st October,
2023 upto 30^th September, 2024 as recommended by
Nomination & Remuneration Committee, subject to
your approval at the ensuing Annual General Meeting.

Profiles of Mr. Gautam N. Mehra and Mr. Suhas M.
Dixit have been detailed below Explanatory Statement
annexed to the Notice of the ensuing Annual General
Meeting. Your Directors recommend re-appointment
of Mr. Gautam N. Mehra as Managing Director
and Mr. Suhas M. Dixit as Whole-time Director
of your Company.

Your Company has received declarations from all the
Independent Directors of your Company confirming
that they meet with the criteria of Independence as
prescribed under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

12. KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Gautam N.
Mehra, Managing Director of your Company,
Mr. Suhas M. Dixit, Chief Financial Officer & Director,
Mr. Siddharth G. Mehra, Whole-time Director and
Mr. Uday C. Rege, Company Secretary and Executive

VP - Legal continued to be the Key Managerial
Personnel of your Company.

Remuneration and other details of the said Key
Managerial Personnel for the financial year ended
31^st March, 2023 are attached to the Board''s Report.

13. BOARD COMMITTEES

All decisions pertaining to the constitution of
Committees, appointment of Members and fixing of
terms of reference/role of the Committees are taken
by the Board of Directors of your Company.

Details of the role and composition of the Committees
of the Company, 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.

14. NUMBER OF MEETINGS

The Board of Directors of your Company met five
times during FY 2022-2023. The Board Meetings were
held on 30^th May, 2022, 21^st June, 2022, 2^nd August,

2022, 11^th November, 2022 and 30^th January,

2023. The maximum time gap between any two
consecutive meetings did not exceed one hundred
and twenty days.

Audit Committee of your Company met four times on
30^th May, 2022, 2^nd August, 2022, 11^th November, 2022
and 30^th January, 2023 during the FY 2022-2023.

Stakeholders'' Relationship Committee of your
Company met four times on 30^th May, 2022, 2^nd August,
2022, 11^th November, 2022 and 30^th January, 2023
during the FY 2022-2023.

Nomination and Remuneration Committee of your
Company met once on 2^nd August, 2022 during
the FY 2022-2023.

Risk Management Committee of your Company met
two times on 2^nd August, 2022 and 30^th January, 2023
during the FY 2022-2023.

CSR Committee of your Company met once on
30^th May, 2022 during the FY 2022-2023.

15. 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 your Company as at 31^st March,
2023 and of statement of profit and loss of your
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 your 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 your 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.

16. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p),
149(8) and Schedule IV of the Companies Act, 2013
and relevant provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
annual performance evaluation of the Directors
as well as of the Audit Committee, Nomination
and Remuneration Committee and Stakeholders''
Relationship Committee for the year 2022-2023 was
carried out by your Company.

For the year 2022-2023, 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.

The Directors expressed their satisfcation with the
evaluation process.

17. INDEPENDENT DIRECTORS'' MEETING

During the year under review, the Independent
Directors of your Company met on 31^st March, 2023,
interalia, to discuss:

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

ii) Evaluation of performance of the Chairman of
your Company, taking into views of Executive
and Non-Executive Directors,

iii) Evaluation of the quality, content and timelines
of flow of information between the Management
and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

18. MANAGERIAL REMUNERATION

The information required under Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided as
a separate annexure. The information as required
under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 will be provided upon request by any Member
of your 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 your Company.

19. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy

recommended by the Nomination and Remuneration
Committee and approved by the Board of Directors
of your Company in its Meeting held on 29^th May,
2014 continues to be adopted by your Company.
The Remuneration Policy of your Company is attached
to this Report as a separate annexure and the same
can be accessed by clicking on the weblink http://
www.savita.com/about/remuneration-policy.php

20. CSR POLICY

The Corporate Social Responsibility Policy

recommended by the CSR Committee and approved
by the Board of Directors of your Company in its
Meeting held on 29^th May, 2014 continues to be
adopted by your Company. The same can be accessed
by clicking on the weblink http://www.savita.com/
about/corporate-social-responsibility.php

The disclosure relating to the amount spent on
Corporate Social Responsibility activities for the
financial year ended 31^st March, 2023 is attached to
this Report as a separate annexure.

21. LISTING AND OTHER REGULATORY ORDERS
AGAINST YOUR 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 FY 2023-2024 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.

22. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

During the year, your Company has transferred '' 2.70
Lakhs towards unclaimed Dividend as against '' 13.01
Lakhs towards unclaimed Dividend in the previous
year to the Investor Education and Protection Fund,
which amount was due and payable for the FY
2014-2015 and remained unclaimed and unpaid for
a period of 7 years, as provided in Section 125 of the
Companies Act, 2013.

Your Company has intimated to the shareholders
who had not claimed dividends for the past 7 years
to claim the dividends forthwith failing which their
shares would stand transferred to the IEPF Authority
after 17^th April, 2023.

23. KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended
31^st March, 2023, are provided in the Management
Discussion and Analysis Report which is annexed
hereto and forms part of the Board''s Report.

24. STATUTORY AUDITORS

The Members of your Company, at the 61^st Annual
General Meeting held on 29^th September, 2022 had
re-appointed G. D. Apte & Company, Chartered
Accountants (Firm Registration No. 100515W) as the
Statutory Auditors of the Company for the second
term of 5 years to hold office from the conclusion of
the 61^st Annual General Meeting until the conclusion
of the 66^th Annual General Meeting of the Company.

25. AUDITORS'' REPORT

The Auditors'' Report to the Members on the Accounts
of your Company for the financial year ended

31^st March, 2023 is attached to this Report and does
not contain any qualification, reservation or adverse
remark. No fraud has been reported by the Auditors
to the Audit Committee or Board.

26. SECRETARIAL AUDIT REPORT

Secretarial Audit for the FY 2022-2023 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 and
does not contain any qualification, reservation or
adverse remark. The Company has complied with the
applicable provisions of Secretarial Standards.

27. COST AUDIT

In compliance with the provisions of Section 148 of
the Companies Act, 2013, the Board of Directors of
your Company at its meeting held on 26^th May, 2023
has appointed Kale & Associates, Cost Accountants as
Cost Auditors of your Company for the FY 2023-2024.
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 Annual General Meeting
for ratification of the remuneration payable to the
Cost Auditors for the FY 2023-2024. The Company
has prepared and maintained the cost records as
specified by the Central Government under Section
148(1) of the Companies Act, 2013.

28. RISK MANAGEMENT

In accordance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, your Company has Risk
Management Committee in operation to oversee
the Risk Management of your Company in line with
your Company''s Risk Framework and a detailed
Policy to cover risk assessments, identification of
various significant risks and mitigation plans to
address the identified risks. Your Company''s Risk
Management Policy continues to be displayed on the
website and the same can be accessed by clicking
on the weblink http://www.savita.com/about/
risk-management-policy.php

29. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The internal control systems adopted and
implemented by your Company justify the size,
scale and complexity of your Company''s operations.
The Internal Audit function of your Company is
constantly supervised by the Audit Committee.
Services of external agency are hired by your
Company for periodically carrying out internal
audit in areas identified by the Audit Committee
from time to time, as is prescribed under the law.
Such internal audit reports are considered at each
of the Audit Committee Meetings where significant
audit observations are discussed in detail and
action plans narrating corrective actions are then
suggested to be taken thereon by the concerned
departments. The actions taken are reviewed by the
Audit Committee at their subsequent meetings.

30. VIGIL MECHANISM

Your 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 and the same
can be accessed by clicking on the weblink http://
www.savita.com/about/whistle-blower-policy.php

31. DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation
43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has
formulated a Dividend Distribution Policy of your
Company. The Dividend Distribution Policy is uploaded
on the website and the same can be accessed by
clicking on the weblink http://www.savita.com/
uploads/Dividend-Distribution-Policy.pdf

32. RELATED PARTY TRANSACTIONS

The Audit Committee scrutinises and approves all
related party transactions attracting compliance
under Section 188 and/or Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 before placing them for Board''s
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 your
Company is uploaded on the website and the same
can be accessed by clicking on the weblink http://
www.savita.com/about/policy-for-dealing-with-
related-party.php

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

33. EXTRACT OF ANNUAL RETURN

The web link for the Annual Return in prescribed
Form MGT-7 is uploaded on the website www.savita.
com of your Company. The same can be accessed
by clicking on the web link http://www.savita.com/
investors/pdfs/Draft-Form-MGT-7-Annual-Return-
for-FY-2022-23.pdf

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In compliance with the relevant provisions of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility and
Sustainability Report describing the initiatives taken
by your Company from an environmental, social and
governance perspective is attached herewith as a
separate annexure.

35. 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.

36. INDUSTRIAL RELATIONS

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

37. 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.

38. MATERIAL CHANGES

There have been no material changes and
commitments affecting the financial position of
your Company since the close of the financial year
i.e., 31^st March, 2023. Further, it is hereby confirmed
that there has been no change in the nature of the
business of your Company.

39. ACKNOWLEDGEMENTS

Your Directors are grateful for the encouragement,
support and co-operation received from all
stakeholders of your Company including members,
customers, suppliers, government authorities, banks
and all other associates and also wish to thank
them for the trust reposed in the Management.
Your Directors are also grateful to all the employees
for their commitment and contribution to the welfare
of your Company.

For and on behalf of the Board

Gautam N. Mehra

Managing Director
(DIN:00296615)

Mumbai

1^st August, 2023

---

Mar 31, 2018

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

1. FINANCIAL RESULTS

(Rs. in lac)

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

2. SHARE CAPITAL

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

3. DIVIDEND

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

4. RESERVES

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

5. OPERATIONS

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

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

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

6. PUBLIC DEPOSITS

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

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

8. CORPORATE GOVERNANCE

Corporate Governance Report along with a Certificate from the Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to requirements as stipulated by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms part of this Report.

9. DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

10. KEY MANAGERIAL PERSONNEL

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

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

11. BOARD COMMITTEES

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

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

12. NUMBER OF MEETINGS

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

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

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

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

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

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

13. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of statement of profit and loss of the Company for the year ended on that date.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis.

e) the internal financial controls have been laid down to be followed by the Company and such controls are adequate and are operating effectively.

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.

14. PERFORMANCE EVALUATION

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

For the year 2017-2018, the performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out separately by the Independent Directors.

15. INDEPENDENT DIRECTORS’ MEETING

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

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

ii) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors;

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

16. MANAGERIAL REMUNERATION

The information required under Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure. The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any Member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

17. NOMINATION AND REMUNERATION POLICY

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

18. CSR POLICY

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

The disclosure relating to the amount spent on Corporate Social Responsibility activities for the financial year ended 31^st March, 2018 is attached to this Report 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 Exchange of India Limited. The Listing Fees to these two Stock Exchanges for the year 2018-2019 have been paid by your Company on time.

There were no significant or material orders passed by any of the regulators or courts or tribunals impacting the going concern status and your Company’s operations in future.

20. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

21. STATUTORY AUDITORS

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

22. AUDITORS’ REPORT

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

23. SECRETARIAL AUDIT REPORT

Secretarial Audit for the year 2017-2018 was conducted by MP & Associates, Company Secretaries in Practice in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is attached as a separate annexure to this Report.

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

24. COST AUDIT

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on 3^rd August, 2018 has appointed Kale & Associates, Cost Accountants as Cost Auditors of the Company for the year 2018-2019. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the Members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for the year 2018-2019.

25. RISK MANAGEMENT

In accordance with the provisions of Clause 49 of the Listing Agreement, your Company has Risk Management Committee in operation to oversee the Risk Management of the Company in line with the Company’s Risk Framework and a detailed Policy to cover risk assessments, identification of various significant risks and mitigation plans to address the identified risks. 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 magnitude of operations. These Systems are tested from time to time for being compliant with operating systems, accounting procedures and policies with the help of an outside auditing firm. The reports of such compliances are presented to and discussed by the Audit Committee from time to time. The Audit Committee based on scrutiny of the internal audit report suggests to the Company undertaking corrective actions in the respective areas and thereby strengthens the controls. Significant observations and corrective actions thereon are presented by the Audit Committee to the Board of Directors of the Company from time to time.

27. VIGIL MECHANISM

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy framed for the purpose is uploaded on the website www.savita.com of the Company.

28. RELATED PARTY TRANSACTIONS

The related party transactions attracting compliance under Section 188 and/or Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are scrutinised by the Audit Committee before placing them for Board’s approval. Prior omnibus approval of the Audit Committee is also sought for transactions which are of a foreseen and repetitive nature.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors of the Company is uploaded on the website www.savita.com of the Company.

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

29. EXTRACT OF ANNUAL RETURN

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

30. SEXUAL HARASSMENT GRIEVANCES

During the year under review, there were no grievances reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. INDUSTRIAL RELATIONS

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

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

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014, is given as an annexure forming part of this Report.

33. ACKNOWLEDGEMENTS

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

For and on behalf of the Board

Gautam N. Mehra

Mumbai Managing Director

3^rd August, 2018 (DIN:00296615)

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Mar 31, 2017

The Directors have pleasure in presenting the Fifty-sixth Annual Report, together with the Audited Accounts for the year ended 31^st March, 2017.

1. FINANCIAL RESULTS

(Rs, in lacs)

	Year ended	Year ended
	31.3.2017	31.3.2016
Total Income	169,632	167,316
Profit before Depreciation & Tax	15,445	7,270
Depreciation	2,829	3,019
Exceptional Income	Nil	Nil
Profit/(Loss) before Tax	12,616	4,251
Provision for Taxation:
Current	3,875	1,120
Deferred	(621)	(485)
Profit/(Loss) for the year after Tax	9,362	3,616
Other Comprehensive Income	(55)	(76)
Balance brought forward from previous year	42,164	40,292
Profit available for appropriation	51,471	43,832
Appropriations:
Dividend*	1,971	730
Tax on Dividend	401	149
General Reserve	1,000	350
Balance carried to Balance Sheet	48,098	42,164

* Dividend consist respective year interim dividend.

2. DIVIDEND

Your Directors had recommended and paid an Interim Dividend @135% (Rs,13.50 per equity share of Rs,10/- each) in March, 2017. Your Directors after considering the working of the Company for the financial year 2016-2017 and its future cash flow requirements, had decided to confirm the interim dividend declared and paid in March, 2017 as the final dividend for the financial year 2016-2017. The payment of Interim Dividend alongwith Dividend Distribution Tax had resulted in an outgo of Rs,2,372 lacs for your Company.

3. RESERVES

The Reserves of the Company stood increased to Rs,647 crore at the end of the year under review as against Rs,577 crore for the previous year.

4. OPERATIONS

Your Company''s sales volume increased to 2,89,360 KLs/MTs during the year under review as against 2,68,730 KLs/MTs achieved during 2015-2016, showing an increase of 7.67%. Your Company''s sales turnover during the year 2016-2017 increased marginally in value terms at ''1,66,838 lacs against ''1,65,134 lacs in the year 2015-2016. However, your Company earned a net profit of ''9,362 lacs during the year under review as against a net profit of ''3,616 lacs for the previous year.

The prices of Crude Oil and Base Oil during the year under review remained fairly stable. The Indian Rupee also displayed a fair degree of stability during the year 2016-2017. Though the prices of Crude Oil are expected to remain stable through the year 2017-2018, the prices of Base Oil will be determined by the prices of Crude Oil as well as the global demand-supply gap for Base Oil.

During the Financial Year 2016-2017, your Company''s Wind Power Plants situated in the states of Maharashtra, Karnataka and Tamil Nadu generated a total of 103.40 MU against 83.58 MU generated in the previous year. During the year, your Company did not add any new projects to its portfolio.

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

Corporate Governance Report along with a Certificate from the Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to requirements as stipulated by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms part of this Report.

8. DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Gautam N. Mehra (DIN:00296615), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Based on recommendations of the Nomination and Remuneration Committee and the Audit Committee, your Board has recommended for your approval at the ensuing Annual General Meeting:

A. re-appointment of Mr. C. V. Alexander (DIN:00253736) as Whole-time Director of your Company till 30^th September, 2018;

B. appointment of Mr. Suhas M. Dixit (DIN:02359138) as Whole-time Director of your Company till 30^th September, 2020;

C. appointment of Mr. Siddharth G. Mehra (DIN:06454215) as Whole-time Director of your Company till 30^th September, 2021;

D. appointment of Ms. Simran G. Mehra (DIN:06449809) as a Non-Executive Director of your Company w.e.f. 1^st January,\2018.

Profiles and other details as required under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Mr. C. V. Alexander, Mr. S. M. Dixit, Mr. Siddharth G. Mehra and Ms. Simran G. Mehra have been provided in the Annual Report of the Company for FY 2016-2017.

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

2015.

9. KEY MANAGERIAL PERSONNEL

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

Remuneration and other details of the said Key Managerial Personnel for the financial year ended 31^st March, 2017 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 had constituted various Committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Risk Management Committee and CSR Committee.

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

11. NUMBER OF MEETINGS

The Board of Directors of your Company met 5 times during the year 2016-2017. The Board Meetings were held on 30^th May,

2016, 12^th August, 2016, 5^th November, 2016, 4^th February, 2017 and 23^rd February, 2017. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

Audit Committee and Stakeholders'' Relationship Committee met four times each (30^th May, 2016, 12^th August, 2016, 5^th November, 2016 and 4^th February, 2017) during the year 2016-2017. Nomination and Remuneration Committee met once on 28^th July, 2016, Risk Management Committee met two times (30^th May, 2016 and 5^th November, 2016) and CSR Committee met four times (30^th May, 2016, 5^th November, 2016, 4^th February, 2017 and 31^st March, 2017) during the year 2016-2017.

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, 2017 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 SEBI Listing Regulations, annual performance evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee for the year 2016-2017 was carried out by your Company.

For the year 2016-2017, 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 31^st March, 2017, interalia, to discuss:

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

ii) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

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. The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any Member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid

Annexure. Any Member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company.

16. NOMINATION AND REMUNERATION POLICY

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

The disclosure relating to the amount spent on Corporate Social Responsibility activities for the financial year ended 31^st March, 2017 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 2017-2018 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 '' 4.79 lacs towards unclaimed Final Dividend as against '' 8.54 lacs towards unclaimed Final Dividend in the previous year to the Investor Education and Protection Fund, which amount was due and payable for the year 2008-2009 and remained unclaimed and unpaid for a period of 7 years, as provided in Section 125 of the Companies Act, 2013.

20. STATUTORY AUDITORS

Your Company''s present Statutory Auditors, G. M. Kapadia & Company, Chartered Accountants shall retire at the conclusion of the ensuing Annual General Meeting after completing creditworthy two permissible audit terms in your Company. Your Directors take this opportunity to sincerely thank them for their unstinted and untiring effort in carrying out statutory audit over the last decade.

Based on the recommendation of the Audit Committee and pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and the Rules made there under, your Directors have appointed G. D. Apte & Company, Chartered Accountants (Firm Registration No.100515W) as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing 56^th Annual General Meeting until the conclusion of the 61^st Annual General Meeting of the Company in its meeting held on 28^th July, 2017, subject to ratification by Members at ensuing Annual General Meeting and thereafter, at every AGM held after the aforesaid AGM.

In view of the above, the appointment of G. D. Apte & Company, Chartered Accountants, covering the period from the conclusion of this ensuing Annual General Meeting until the conclusion of the next Annual General Meeting to be held in the FY 2018-2019, 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 their appointment and also a certificate from them to the effect that their appointment would be in accordance with the conditions prescribed under the Companies Act, 2013 and the Rules made there under, as may be applicable.

21. AUDITORS'' REPORT

The Auditors'' Report to the Members on the Accounts of the Company for the financial year ended 31^st March, 2017 is attached to this Report and does not contain any qualification, reservation or adverse remark.

22. SECRETARIAL AUDIT REPORT

Secretarial Audit for the year 2016-2017 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 Auditor''s observation on lower CSR spending in the report, it is clarified that the CSR Committee was continuously trying to identify and evaluate various projects for CSR spending during the year under review.

23. COST AUDIT

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on 27^th May, 2017 had appointed Sevekari, Khare & Associates, Cost Accountants as Cost Auditors of the Company for the year 2017-2018. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the Members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for the year 2017-2018.

24. RISK MANAGEMENT

In accordance with the provisions of SEBI Listing Regulations, your Company has Risk Management Committee in operation to oversee the Risk Management of the Company in line with the Company''s Risk Framework and a detailed Policy to cover risk assessments, identification of various significant risks and mitigation plans to address the identified risks. Your Company''s Risk Management Policy continues to be displayed on the website www.savita.com of the Company.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company''s Internal Control Systems are monitored and evaluated for their compliance with operating systems, accounting procedures and policies with the help of an outside auditing firm. The Report of internal audit is presented to and discussed by the Audit Committee from time to time. The Audit Committee based on scrutiny of the internal audit report suggests to the Company undertaking corrective actions in the respective areas and thereby strengthens the controls. Significant observations and corrective actions thereon are presented by the Audit Committee to the Board of Directors of your 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

The Audit Committee scrutinises and approves all related party transactions attracting compliance under Section 188 and/or Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 before placing them for Board''s approval. Prior omnibus approval of the Audit Committee is also sought for transactions which are of a foreseen and repetitive nature.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors of the Company is uploaded on the website www.savita.com of the Company.

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

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 Company''s business partners, customers, institutions, bankers and in particular the shareholders and the employees have been providing exceptional support in the successful operations of the Company. Your Board wishes to place on record its sincere appreciation to all these stakeholders and is confident of enjoying continued patronage from all of them going forward.

For and on behalf of the Board

Gautam N. Mehra

Mumbai Managing Director

16^th August, 2017 (DIN: 00296615)

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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)

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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

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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

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Fiftieth Annual Report, together with the Audited Accounts for the year ended 31st March 2011.

1. FINANCIAL RESULTS Rs. in lacs

Year ended Year ended 31.3.2011 31.3.2010

Total Income 1,55,877 1,18,693

Profit before Depreciation & Tax 18,568 14,881

Depreciation 2,530 2,031

Profit before Tax 16,038 12,850

Provision for Taxation:

Current 5,075 3,740

Deferred 30 480

Provision for taxation no longer required — (9)

Profit for the year after Tax 10,933 8,639

Balance brought forward from previous year 19,049 13,864

Profit available for appropriation 29,982 22,503

Appropriations:

Proposed Dividend 2,920 2,190

Tax on Dividend 474 364

General Reserve 1,100 900

Balance carried to Balance Sheet 25,488 19,049

2.COMPLETION OF GOLDEN JUBILEE

On 19th July 2011 your Company will be completing 50 glorious years since its formation. Your Company was incorporated as a Private Limited Company by late Shri D. C. Mehra and his son late Shri N. K. Mehra on 19th July 1961. The journey of the last 50 years has been both, challenging and rewarding. It is with a sense of great pride that we can reflect on the progress made by your Company over the last five decades. From being a small manufacturer of White Oils in the 1960s, your Company has now grown to become the leading manufacturer of Specialty Oils (White Oils and Transformer Oils) not only in India but across the Asian continent. Your Company went Public in 1994 and over the years has created multiple drivers for growth by adding new businesses to its portfolio like the Lubricating Oils Division in 1994 and the Renewable Energy Division in 1999.

Your Directors acknowledge the invaluable contribution of the employees; both past and present, in bringing your Company to its current position of strength and success. Your Directors also recognize and appreciate the important role played by all its business associates, in this mutually beneficial journey. Your Directors are confident that they shall continue to receive the same co-operation from all its stakeholders in the future as well.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of 200% for the year ended 31st March 2011 as against 150% for the previous year on the paid up Equity Share Capital of Rs.1,460 lacs. The aforesaid Dividend is inclusive of special dividend at the rate of 50% on the occasion of completion of Golden Jubilee year of your Company.

4. OPERATIONS

Your Company's sales turnover touched a new high of RS.1,71,993 lacs against Rs.1,31,200 lacs in the year 2009-10 resulting in a growth of 31%. However, the sales volume marginally increased to 2,56,837 KLs/MTs during 2010-11 from 2,54,767 KLs/MTs achieved in 2009-10. The net profit of the Company increased to Rs. 10,933 lacs as against Rs. 8,639 lacs for the previous year, recording an increase of 27%.

During the year under review, the Crude Oil prices kept increasing steadily albeit with a reduced degree of volatility. As could be expected, Base Oil prices also moved up in tandem with global Crude Oil prices. However, the consistent demand for your Company's products enabled your Company to post record turnover and profits in the year under review.

Your Company did not add any Wind Power capacity during the financial year 2010-11 due to lack of sites with good wind regimes. Hence, the total installed capacity in Wind Power sector of your Company remained at 43.15 MW as in the previous financial year.

During the financial year 2010-11, your Company's Wind Power Plants situated in the states of Maharashtra, Karnataka and Tamil Nadu generated 71.22 million units during the year under review against 63.95 million units generated in the previous year.

Your Company has also got 9.45 MW of its Wind Energy Plants approved by UNFCCC in its CDM regime. Your Company has so far received a total of 52,193 Carbon Emmission Reductions from the above project.

5. FIXED DEPOSITS

The Company has no overdue / unpaid fixed deposits.

6. 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.

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

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

Mr. C. V. Alexander has been re-appointed as the Whole-time Director of your Company by the Board of Directors in its Meeting held on 15th May 2011. His re-appointment as the Director of your 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 to be sent to the Shareholders be treated as an Abstract of the terms and conditions u/s 302 of the Companies Act, 1956 of his appointment.

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

9. 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.

10. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, your Company has transferred a sum of " 4.87 lacs to the Investor Education and Protection Fund, which was the dividend amount due and payable for the year 2002-03 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 is aware of the various operational and business risks in its business. The procedures for handling these risks are reviewed and streamlined by your Company on a continuous basis. Your Company's manpower is being trained 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 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 2011 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.

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 Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Listing Fees to these two Stock Exchanges for the year 2011-12 have been paid by your Company on time.

16. ACKNOWLEDGEMENTS

Your Directors are pleased to record their sincere gratitude to your Company's 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 also appreciate the confidence and faith reposed in them by the shareholders.

For and on behalf of the Board

Mumbai Gautam N. Mehra

15th May 2011 Chairman & Managing Director

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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