POLICY ON MATERIAL SUBSIDIARIES

The Board of Directors of Savita Oil Technologies Limited (SOTL) has adopted this Policy in its meeting held on 30th January, 2016. The Policy shall come into effect from 30th January, 2016

1. Purpose
   

   The Policy for 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

2. Definitions
   

   “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:

   1. in which investment of SOTL exceeds 20% of its consolidated net worth as per the audited balance sheet of the previous financial year; or

   2. which has generated 20% of the consolidated income of SOTL during the previous financial year.

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

3. Procedure and Policy
   

   1. 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.

   2. 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.

4. Disclosure
   

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

   2. 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.

5. Amendments
   

   Chairman is authorized to make any amendments to the Policy in consultation with the Chairman of the Audit Committee and the Audit Committee and the Board shall be informed of such amendments accordingly

   Place - Mumbai
   Approval Date - 30th January, 2016