Material Subsidiaries

The Board of Directors of Savita Oil Technologies Limited (SOTL) has adopted this revised Policy in its meeting held on 12th February, 2024. The Policy shall come into effect from 12th February, 2024.

This Policy on Material Subsidiaries (Policy) is framed in accordance with the requirements stated under Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is intended to ensure governance of Material Subsidiary Companies of SOTL, if any.

“Audit Committee” means the Audit Committee of the Board of SOTL under the provisions of Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, as amended from time to time.

“Material Subsidiary Company” means a Material Subsidiary Company of SOTL within the meaning of Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. Presently, Material Subsidiary Company of SOTL will be a Subsidiary Company of SOTL which has generated more than 10% of the consolidated income or net worth respectively of SOTL and its subsidiaries in the immediately preceding accounting year.

“Subsidiary Company” means subsidiary company as defined in Section 2(87) of the Companies Act, 2013.

“Significant Transaction or Arrangement” means any individual transaction or arrangement that exceeds or is likely to exceed 10% of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the unlisted subsidiary for the immediately preceding accounting year.”

1. At least one Independent Director on the Board of Directors of SOTL shall be a Director on the Board of Directors of unlisted material subsidiary, whether incorporated in India or not.
2. The Audit Committee of SOTL shall review the financial statements, in particular, the investments made by the unlisted subsidiary.
3. The minutes of the Board meetings of the unlisted subsidiary shall be placed at the Board meeting of SOTL.
4. The management of the unlisted subsidiary shall periodically bring to the notice of the board of directors of SOTL, a statement of all significant transactions and arrangements entered into by the unlisted subsidiary.
5. SOTL shall not, without the prior approval of the Members by Special Resolution in its General Meeting, dispose of shares in its Material Subsidiary Company, if any, which would reduce its shareholding (either on its own or together with other Subsidiaries) to less than 50% or cease the exercise of control over the Material Subsidiary Company except where such divestment is made under a scheme of arrangement duly approved by a Court/Tribunal.
6. SOTL shall not, without the prior approval of the Members by Special Resolution, sell, dispose-off or lease the assets amounting to more than 20% of the assets of the Material Subsidiary, if any, on an aggregate basis during a financial year, unless the same is made under a scheme of arrangement duly approved by a Court/ Tribunal.

This “Policy on Material Subsidiaries” shall be disclosed on the website of the Company and a web link thereto shall be provided in the Annual Report of the Company.

Adequate disclosure relating to the subsidiary companies, if any, as may be required under the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, would be made by SOTL.

The Board shall amend any of the provisions of this Policy as it may deem fit, from time to time.