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Sar Auto Products Ltd.

BSE: 538992 Sector: Auto
NSE: N.A. ISIN Code: INE002E01010
BSE 00:00 | 23 Apr 2020 Sar Auto Products Ltd
NSE 05:30 | 01 Jan 1970 Sar Auto Products Ltd

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OPEN 340.00
PREVIOUS CLOSE 340.00
VOLUME 4
52-Week high 390.00
52-Week low 290.00
P/E
Mkt Cap.(Rs cr) 162
Buy Price 337.25
Buy Qty 9.00
Sell Price 340.00
Sell Qty 23.00
OPEN 340.00
CLOSE 340.00
VOLUME 4
52-Week high 390.00
52-Week low 290.00
P/E
Mkt Cap.(Rs cr) 162
Buy Price 337.25
Buy Qty 9.00
Sell Price 340.00
Sell Qty 23.00

Sar Auto Products Ltd. (SARAUTOPROD) - Director Report


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Company director report

To

The Members

Your Directors have pleasure in presenting the 32nd Annual Report of theCompany together with the Audited Financial Accounts for the year ended 31 st March 2019.

1) FINANCIAL SUMMARY AND HIGHLIGHTS:

(Amt Rs. in Lacs)

Financial Results 2018-19 2017-18
Income from operations 983.05 695.10
Add : Other Income 31.88 31.94
Total Income 1014.93 727.04
Less : Total Expenditure 834.48 578.68
Profit/(Loss) before Depreciation write off and Interest 180.45 148.36
Less: Interest 12.04 7.21
Less: Depreciation & Amortization Expense 141.40 121.28
Profit /(Loss) before tax 27.01 19.87
Less: Provision for tax:
Current Tax 5.20 4.00
Prior Period Taxes 0 0
Deferred Tax Assets (5.92) 3.63
MAT Credit Entitlement (5.25) (3.79)
Profit/(Loss) after tax 32.98 16.03
Other Comprehensive Income (0.22) 0.20
Total Comprehensive Income 32.76 16.23

2) REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

During the year the Company has made Net turnover of Rs. 983.05 Lacs in comparison toprevious year of Rs. 695.10 and the Company has made Profit of Rs. 32.98 Lacs incomparison to Profit after tax of previous year of Rs. 16.03. Management is working hardand aiming to increase the exports of the Company and looking forward to explore market inthe gears and in the wide range of automotive parts. The future of automobile industry isvery bright there will be always increase in demand of Automobiles and this increase indemand leads to increase in automobiles parts so the future of the Company seems to bebright. Your directors are hopeful for better financial result in coming years. Detailsrelated to future prospectus and overview of the business is given in ManagementDiscussion and Analysis Report.

3) DIVIDEND:

Due to plough back of Profit your Directors do not recommend any dividend.

4) CAPTIAL STRUCTURE OF THE COMPANY:

There is no change in capital structure of your company for the year under Review.YourCompany does not have Debt securities.

5) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THECOMPANIES ACT 2013:

During the year 2018-19 your Company has not made transaction forming part of section186 of the Companies Act 2013.

6) TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.

7) PARTICULARS RELATING TO HOLDING/SUBSIDIARY/ASSOCIATE COMPANY:

The Company has no Holding Subsidiary and Associate Company.

8) DEPOSITS:

Company has not accepted any deposit and as such no amount of deposit whether Principalor interest thereon was Outstanding as of the Balance Sheet.

9) PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties is carried out at arm slength basis and the details of the same is given in Form AOC-2 appended as Annexure03 to the Board's report.

10) MAJOR EVENTS OCCURRED DURING THE YEAR

There has been no major events occurred during the year and there has been no change inthe nature of Business.

11) MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT:

No material changes and commitment affecting the financial position of the Companyoccurred between the end of financial year to which this financial statement relate andthe date of this report.

12) INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

13) INSURANCE:

The assets of the company including buildings plant & machinery stocks etc.wherever necessary and to the extent required have been adequately insured against variousrisk.

14) SEGMENT REPORTING:

As per Indian Accounting Standard 108 'Operating Segment' the Company hasreported'Segment Information' as described below:

a) The manufacturing Segment includes manufacturing of gears gear boxes and othertransmission components

b) The construction segment includes business of real estate development

Details of the same is Given in Management Discussion and Analysis Report.

15) INDUSTRIAL RELATIONS & HUMAN RESOURCES:

The Company treats its all manpower as a valuable assets and growth of the company ispossible through entire workforce working in the company. The industrial relation withworkmen and staff continued to be extremely cordial during the year under review. TheBoard wishes to take place on record its appreciation for the valuable services renderedby its entire workforce.

16) OVERVIEW OF THE INDUSTRY AND OUTLOOK

The aforesaid details is given in the Management Discussion and Analysis Report.

17) MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

There are no significant or material orders passed by the Regulators/Courts/Tribunalsthat could impact the going concern status of the company and its future operations.

18) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company is not having any women employee and as such Company is not required toframe a policy on prevention of Sexual Harassment policy of Women at workplace andaccordingly not required to frame committee as per the aforesaid Act. However yourCompany has always believed in providing a safe and harassment free workplace for everyindividual working in Sar Auto s premises through various interventions and practices.

19) PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in as Annexure 04 toBoard s report.

20) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis report for the year under review as stipulatedunder Regulation 34(2) of SEBI (LODR) Regulations 2015 is given in as Annexure 02to Board s Report.

21) CORPORATE GOVERNANCE & SOME REGULATIONS OF SEBI(LODR)2015: NOT APPLICABLE TOCOMPANY:

Company is having paid up equity share capital of Rs. 47647400 which is notexceeding Rs.10 crore and Net worth is Rs. 1316 Crore which is not exceeding Rs.25 croreas on the last day of the financial year 2018-2019. Hence the provisions of Regulations1717A 18 19 20 2122 23 24 24A 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply ofthe Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are not applicable to the Company.

Hence Corporate Governance Report and other details required to be given as peraforesaid Regulations are not presented. However company will work by considering thebase of Corporate Governance.

22) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Rameshkumar Durlabhjibhai Virani (DIN: 00313236) retires at the ensuing AnnualGeneral Meeting of the Company pursuant to provision of section 152(6) of the CompaniesAct 2013 and being eligible offer himself for re-appointment.

Further Ms. Aarti Chintan Sodha (DIN: 06978954) and Mr. Issacthomas CharianthomasKavunkal (DIN: 02995332) being eligible proposed to be re-appointed as an IndependentDirector of the Company not liable to retire by rotation to hold office for a secondterm of five years commencing with effect from September 04 2019 till September 032024.Brief profile of directors to be re-appointed is attached to this Board s report as Annexure01.During the year there has been no change in Key Managerial Personnel however Mr.Ronak M. Khanvani has resigned as Company Secretary and Compliance officer of the Companyw.e.f 04th June 2019 and Mr. Skaria Chacko Kolasseril has been designated asCompliance Officer w.e.f. 04th June 2019.Company is in search of suitablecandidate for the appointment of Company Secretary in whole-time employment.

23) DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Companies Act the independentdirectors have submitted declarations that each of them meets the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status as independent directors of theCompany.

During the year under review the non-executive director and Independent Directors ofthe Company had no pecuniary relationship or transactions with the Company.

24) NUMBER OF MEETINGS OF THE BOARD AND ATTENDENCE:

The Board has met 6 (Six) times during the financial year 2018 -19 on (1) 29-05-2018(2)13-08-2018 (3) 03-11-2018 (4) 05-02-2019 (5) 26-02-2019 and (6) 29-03-2019.

Details pertaining to Presence of Board Meetings are presented below:

Name of Directors Mr. Rameshkuma r D Virani Mr. Shreyas R. Virani Mr. Issacthomas C. Kavunkal Ms. Aarti C. Sodha
Sr. No. Designation as on 31-03-2019 Managing Director Whole-Time Director Independent Director Independent Woman Director
Date of Board Meeting
1 29-05-2018 Present Present Present Present
2 13-08-2018 Present Present Present Present
3 03-11-2018 Present Present Present Present
4 05-02-2019 Present Present Present Present
5 26-02-2019 Present Present Present Present
6 29-03-2019 Present Present Present Present

Separate Meeting of Independent Director:

One meeting of the Independent Director of the Company was held on 01stAugust 2018 where in Independent directors have evaluated performance of Executivedirectors and chairman.Details of Previous Annual General Meeting Presence Last Threeyears Annual General Meeting Directorship Chairmanship and Membership in other Companiesare presented hereunder:

Name of Director Category Attendance at Last AGM held on 28-09-2018
1 Mr. Rameshkumar D Virani NI- E Yes
2. Mr.Shreyas R. Virani NI-E Yes
3 Mr. Issacthomas C. Kavunkal IND-NE Yes
4. Ms. Aarti C. Sodha IND-NE No

NI- Non Independent NE- Non Executive IND- Independent E- Executive

NO. OF OTHER COMPANIES OR COMMITTEES IN WHICH DIRECTOR IS DIRECTOR/CHAIRMAN/MEMBER:

Name of Director No. of other Directorship Membership in the Committee of other Company Chairmanship At the Committee of other Company
1 Mr. Rameshkumar D Virani Nil Nil Nil
2 Mr. Shreyas R. Virani Nil Nil Nil
3 Mr. Issacthomas C. Kavunkal Nil Nil Nil
4 Ms. Aarti C. Sodha Nil Nil Nil

GENERAL BODY MEETING:

(I) DETAILS OF THE LAST THREE ANNUAL GENERAL MEETINGS:

Financial Year Location Date Day Time
2015-2016 50 E Bhaktinagar Industrial Estate Rajkot 360 002 29th September 2016 Thursday 11.00 A. M.
2016-2017 50 E Bhaktinagar Industrial Estate Rajkot 360 002 19th September 2017 Tuesday 11.00 A. M.
2017-2018 50 E Bhaktinagar Industrial Estate Rajkot 360 002 28th September 2018 Friday 11.00 A. M.

Whether Special Resolution Passed: Yes- as mentioned below:

- Special Resolution was passed in the 30th Annual General Meeting convenedon 19th September 2017 for Re appointment of Mr. Rameshbhai Virani for furtherperiod of 5 years and whose age was more than 70 years. Company has provided E-votingfacility for the 30th Annual General Meeting convened on 19thSeptember 2017

(a) Were put through postal ballot last year : No
(b) Are proposed to be conducted through postal ballot this year : No

25) POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company s Policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Nomination & Remuneration policy and disclosed in the website of theCompany.

26) BOARD EVALUATION:

As per Companies Act 2013 Board has made annual evaluation of its own performance andalso of its committees and Individual Directors. The evaluation of all the directors andthe Board as a whole was conducted based on the criteria and framework adopted by theBoard and Nomination and remuneration committee.

Observations of board evaluation carried out for the year : NIL
Previous year s observations and actions taken : NIL
Proposed actions based on current year observations : NOT REQUIRED

27) COMMITTEES OF THE BOARD:

At present the Company is having 5 (Five) Committees as mentioned below:

1. AUDIT COMMITTEE:

As a measure of good corporate governance and to provide assistance to the Board ofDirectors in overseeing the Boards responsibilities your Company has constituted an AuditCommittee pursuant to provision of section 177 of the Companies Act 2013 and as perRegulation 18 of SEBI (LODR) Regulations 2015.

(I) COMPOSITION OF COMMITTEE:

Audit Committee consist of the following Members

Mr. Issacthomas C. Kavunkal - Chairman - Non Executive Independent Director
Ms. Aarti C. Sodha - Member - Non Executive Independent Director
Mr. Shreyas R. Virani - Member - Executive Director

(II) BRIEF TERMS OF REFERENCE:

The terms of reference of Audit Committee in accordance with the provision of Section177 of the Companies Act 2013 are as follows :-

- The recommendation for appointment remuneration and terms of appointment of theauditors of the company.

- Review and monitor the auditor's independence and performance and effectiveness ofthe audit process

- Examination of the financial statement and the auditor's report thereon

- Approval of any subsequent modification of transactions of the company with relatedparties.

- Scrutiny of Inter-Corporate loans and investments.

- Valuation of undertakings or assets of the Company wherever it is necessary.

- Evaluation of internal financial controls and risk management systems.

- Monitoring the end use of funds raised through public offers and related matters

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

Four (4) Meetings of Audit Committee were held during financial year 2018-19 on21-05-2018 10-08-2018 03-11-2018 and 05-02-2019 and all members were present at themeetings.

All the recommendations of Audit Committee have been accepted by the Board of Directorsof the Company.

2. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provision of section 178 of the Companies Act 2013 and Regulation 19 ofSEBI (LODR) Regulations 2015 Company has constituted Nomination and RemunerationCommittee. The Committee decides about remuneration policy of the Company. It also reviewsfrom time to time the overall Compensation structure and related policies with a view toattract motivate and retain employees.

(I) COMPOSITION OF COMMITTEE:

The Committee comprises the following Directors as members

1. Mr. Issacthomas C. Kavunkal - Chairman - Non Executive Independent Director
2. Ms. Aarti C. Sodha - Member - Non Executive Independent Director
3. Mr. Rameshkumar D. Virani Member - Executive Director

(II) BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

The Broad terms of reference of Remuneration Committee are as follows:-

(a) Identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommends to the Board theirappointment and remove and shall carry out evaluation of every director's performance.

(b) Formulate the criteria for determining qualifications positive attributes andindependence of director and recommended to the Board a policy relating to theremuneration for the directors Key Managerial personnel (KMP) and other employees.

(c) To approve in the event of loss or inadequate profits in any year minimumremuneration payable to the Whole-Time Directors/Managing Directors within the limits andto the parameters prescribed in Schedule V to Companies Act 2013.

(d) Whether to extend or continue the term of appointment of the Independent Directoron the basis of the report of performance evaluation of Independent Directors.

(e) Devising a policy on diversity of Board of Directors.

Details of remuneration paid:

1. Mr. Shreyas R. Virani Whole-Time Director was paid Rs.1055964 as Managerialremuneration during the year 2018-19.

2. Mr. Rameshbhai D. Virani Managing Director was paid Rs.1161552 as Managerialremuneration during the year 2018-19.

No sitting fees and no other payments were made to any Non Executive and IndependentDirectors of the Company.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

Three(3) meetings of the Nomination and Remuneration Committee were held during thefinancial year 2018-19 on 21-05-2018 01-08-2018 and 11-02-2019 and all the members werepresent.

3. STAKEHOLDERS RELATONSHIP COMMITTEE:

Pursuant to provision of Section 178 of the Companies Act 2013 and Regulation 20 ofSEBI (LODR) Regulations 2015 your Company had constituted Stakeholders RelationshipCommittee.

(I) COMPOSITION OF COMMITTEE:

The Committee comprises the following Directors as members.

1. Mr. Issacthomas C. Kavunkal - Chairman - Non Executive Independent Director
2. Mr. Shreyas R. Virani - Member - Executive Director
3. Mr. Ramesh D. Virani - Member - Executive Director

(II). BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

The terms of reference of the committee are to look into redressal ofshareholders/Investors' grievances relating to various matters such as non-receipt ofnotices share certificate annual reports dividends transfer of sharesdematerialization of shares and other grievances.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2018-19 Two (2) Committee meeting was held on 09-04-2018 and11-02-2019 all members have attended the meeting.

4. CORPORATE SOCIAL RESOPONSIBILIY COMMITTEE:

In accordance with the provisions of section 135 of the Companies Act 2013 yourcompany have already constituted Corporate Social Responsibility (CSR) Committee toperform social duty through welfare of the society at large (Section 135 of the CompaniesAct is not applicable to the Company A Committee is framed voluntary.)

I. COMPOSITION OF THE COMMITTEE:

The Committee comprises the following Directors as members

1. Mr. Ramesh D. Virani Chairman - Executive Director
2. Mr. Shreyas R. Virani Member - Executive Director
3. Mr. IssacThomas C. Kavunkal - Member Non Executive Independent Director

II. BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

(a) Formulate and recommend to the board a Corporate Social Responsibility Policywhich shall indicate the activities to be undertaken by the Company as specified inSchedule VII.

(b) Recommend the amount of expenditure to be incurred on the activities referred to inClause (a) and

(c) Monitor the Corporate Social Responsibility policy of the Company from time totime.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2018-19 the Committee met one (1) time on 09-04-2018 and all themembers have attended the meeting.

5. RISK MANAGEMENT COMMITTEE

I. COMPOSITION OF THE COMMITTEE:

Company has voluntary framed the Risk Management Committee which comprised of thefollowing members:

1. Mr. Shreyas R. Virani - Chairman- Executive Director
2. Mr. Ramesh D. Virani Member - Executive Director
3. Mr. IssacThomas C. Kavunkal - Member - Non Executive Independent Director

(II). BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

The committee mainly aims at identification of Risk at Various activities of Businessand to manage the Risk and evaluation of Risk Management System.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2018-19 the Committee met one(1) time on 21-05-2018 and all the membershave attended the meeting.

28) DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(C) and 134(5) of the Companies Act2013 the Board hereby submits its responsibility Statement as enumerated under:-

a. In the preparation of the annual accounts the applicable Indian accountingstandards had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

29) STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

We the Directors of the Company hereby states the Company has complied allapplicable Secretarial Standards to the extend its applicable.

30) AUDITORS AND AUDITORS' REPORT:

STATUTORY AUDITORS

Pursuant to provision of section 139 of the Companies Act 2013 in 31stAnnual General Meeting convened on 28th September 2018 Members have appointedM/s. J.A. Sheth & Associates (FRN: 119980W) Chartered Accountants as StatutoryAuditor of the Company to hold office for a continuous period of Four years i.e. from2018-19 till the conclusion of Annual General Meeting of the Financial year 2021-22 andM/s. J.A. Sheth & Associates is eligible to continue to act as Statutory auditor ofthe Company till the Conclusion of Annual General Meeting of the Financial year 2021-22.

STATUTORY AUDITORS' REPORT:

The observations of Auditor in his report read with the relevant note to accounts inschedule are self-explanatory and do not require further explanation. The Audit Reportdoes not contain any qualification reservation or adverse remark. No fraud has beenreported by the Auditors under section 143(12) of the Companies Act 2013 requiringdisclosure in the Board s Report.

SECRETARIAL AUDITOR:

Pursuant to Provision of section 204(1) of the Companies Act 2013 the Board hasappointed M/s. K. P. Rachchh & Co. Practicing Company Secretary to conductSecretarial Audit for the financial year 2018-19.

SECRETARIAL AUDITORS' REPORT:

The Secretarial Audit Report for the financial year ended March 31 2019 is annexedherewith to this Report. The qualifications put up in the Secretarial Audit Report areself-explanatory. Secretarial Auditors Report in the prescribed format i.e. FM MR-3 isattached in this report as Annexure 05.

31) CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to conduct its business in a socially responsible ethical andenvironmental friendly manner and to continuously work towards improving quality of lifeof the communities in its operational areas. The Company has a duly constituted CSRCommittee which is responsible for fulfilling the CSR objectives of the Company.

CSR is not applicable to company under section 135 of the Companies Act 2013 andfluctuations in the profitability of the Company no CSR activities was carried out duringlast year.

32) CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure06 and attached to this report.

33) EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under Section 134(3)(a) and sub-section (3)of section 92 read with Rule 12(1) of the Companies (Management and administration) Rules2014 is furnished in Annexure 07 and is attached to this Report.

34) RISK MANAGEMENT:

The Company has identified the key risks area which may affect the business goals andperiodically revisits the relevance of the identified risks and progress of the mitigationplans undertaken. The Audit Committee is responsible for monitoring and reviewing the riskmanagement plan and ensuring its effectiveness. The Audit committee has additionaloversight in area of financial risks and controls.

35) WHISTLE BLOWER POLICY (VIGIL MECHANISM):

Company has also established vigil mechanism for directors and employees to reporttheir genuine concern or grievance and the audit committee shall oversee the vigilmechanism. The Vigil mechanism will provide adequate safeguards against victimization ofemployees and directors who avail of the vigil mechanism. The Audit Committee has approvedframing of a Whistle Blower Policy and reviews the same from time to time which provides aformal mechanism for all employees of the Company to approach the EthicsCounselor/Chairman of the Audit Committee of the Company and make protective disclosuresabout the unethical behavior actual or suspected fraud or violation of the Company s Codeof Conduct. The Whistle Blower Policy is an extension of the exiting Code of Conduct ofthe company which requires every employee to promptly report to the Management any actualor possible violation of the Code or an event he becomes aware of that could affect thebusiness or reputation of the Company. The disclosures reported are addressed in themanner and within the time frames prescribed in the Policy. Under the Policy eachemployee of the Company has an assured access to the Ethics Counselor/Chairman of theAudit Committee.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation for the continuedcooperation guidance support and assistance received during the year under report by ourBankers all the customers suppliers of the Company including Government agencies. TheBoard of Directors also wishes to express its appreciation for the efforts andcontribution made by the employees at all levels during the year under report.

Place: Rajkot For and on Behalf of
Date: 05th August 2019 Sar Auto Products Ltd
Rameshkumar D. Virani
Chairman and Managing Director
DIN: 00313236

ANNEXURE -01

BRIEF PROFILE OF THE DIRECTORS SEEKING RE-APPOINTMENT IN FORTHCOMING ANNUAL GENERALMEETING:

Name of Director Mr. Rameshkumar D. Virani Mr. Issacthomas C. Kavunkal Ms. Aarti C. Sodha
DIN: 00313236 02995332 06978954
Date of Birth 13-03-1944 24-05-1959 14-03-1986
Date of Appointment 14-01-2005 01-03-2010 Re-appointed on 30-09- 2014 as Independent director 12-09-2014
Expertise in Specific functional area Administration Finance Finance & Management
Experience 26 Years 19 years 5 years
Number of Meetings of the Board attended during the year 06 06 06
List of public companies in which Directorship held (other than this company) NIL NIL NIL
Chairman/Member of the committees of the Company Chairman- 1 Member- in 4 Committees Chairman- 3 Member- in 5 Committees Member- in 2 Committees
Chairman/Member of the committees of Directors of other Companies -- -- --
Shareholding in SAR AUTO 22.97% 0.00% 0.00%
PRODUCTS LIMITED
Relationship between director Inter -se Father of Mr. Shreyas R. Virani Whole-Time Director of the Company None None
Terms and Condition of appointment As per Nomination and Remuneration Policy of the Company as displayed on the Company s Website.

 

Place: Rajkot For and on Behalf of
Date: 05th August 2019 Sar Auto Products Ltd
Rameshkumar D. Virani
Chairman and Managing Director
DIN: 00313236


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