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Sar Auto Products Ltd.

BSE: 538992 Sector: Auto
NSE: N.A. ISIN Code: INE002E01010
BSE 15:46 | 27 Mar 2018 Sar Auto Products Ltd
NSE 05:30 | 01 Jan 1970 Sar Auto Products Ltd
OPEN 163.45
PREVIOUS CLOSE 156.95
VOLUME 5
52-Week high 193.50
52-Week low 75.90
P/E
Mkt Cap.(Rs cr) 78
Buy Price 0.00
Buy Qty 0.00
Sell Price 163.45
Sell Qty 285.00
OPEN 163.45
CLOSE 156.95
VOLUME 5
52-Week high 193.50
52-Week low 75.90
P/E
Mkt Cap.(Rs cr) 78
Buy Price 0.00
Buy Qty 0.00
Sell Price 163.45
Sell Qty 285.00

Sar Auto Products Ltd. (SARAUTOPROD) - Director Report

Company director report

BOARD’S REPORT

To

The Members

Your Directors have pleasure in presenting the 28th Annual Report of the companytogether with the Audited Financial Accounts for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS

(Amt.In Rupees in Lacs)
Financial Results 2014-15 2013-14
Income from operations 221.23 207.34
Add : Other Income 49.76 73.21
Total Income 270.99 280.55
Less : Total Expenditure 495.98 212.86
Profit/(Loss) before Depreciation write off and Interest and (224.99) 67.69
taxes
Less: Interest 7.58 1.84
Less: Depreciation & Amortization Expense 104.35 54.57
Profit / (Loss) before tax (336.92) 11.28
Less: Provision for tax:
Current Tax 0 2.20
Prior Period Taxes (0.0011)
Deferred Tax Assets (17.98) (0.79)
MAT Credit Entitlement 0 (2.15)
Profit/(Loss) after tax (318.94) 12.02

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

During the year the Company has made Net turnover of Rs. 221.23 Lacs/- in comparison toprevious year of Rs. 207.34 Lacs i.e increased by 6.70% and the company has incurred lossof Rs. 318.94 Lacs /- in comparison to Profit after tax of previous year of Rs.12.02 Lacs/- Company has incurred loss due to change in depreciation system and Bad Debtwritten off.

DIVIDEND

As the Company has incurred loss during the year your Directors do not recommend anydividend.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

Your Company has not made transaction forming part of section 186 of the Companies Act2013.

TRANSFER TO RESERVES

Company has not transferred any amount of Reserves

DEPOSITS

We have not accepted any deposit and as such no amount of Principal or interest wasOutstanding as of the Balance Sheet

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure03 to the Board's report

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANYOCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE ANDTHE 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.

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

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.

SEGMENT REPORTING

The Company is engaged in manufacturing of Auto Components and therefore there is onlyone segment hence disclosures requirement in accordance with the Accounting standards onsegment reporting AS-17 are not applicable

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

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided in the Annual Report. In terms of the provisions of Section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules isnot applicable to the Company as the Company have no such Employees who were drawingremuneration in excess of the limits prescribed. Particulars of Employees are attachedwith this report as Annexure 04.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report for the year under review as stipulatedunder clause 49 of the Listing Agreement is presented in separate section and forms partof the Annual Report

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE is a system of rules practices and processes by which a companyis directed and controlled. Corporate governance essentially involves balancing theinterests of the many stakeholders in a company - these include its shareholdersmanagement customers suppliers financiers government and the community and consideringthe importance of Corporate Governance your Company is committed to maintaining thehighest standards of corporate governance and adheres to the corporate governancerequirement set out by SEBI. All conditions of corporate governance as required underclause 49 of the listing agreements with stock exchanges have been complies with and dulyaudited. A certificate from the statutory auditors of the company regarding compliance ofconditions of corporate governance has been obtained and is enclosed to the report ofcorporate governance

CEO CERTIFICATION

Pursuant to the provisions of clause 49 of the Listing Agreement the CEO Certificationfor preparation of financial statements etc. is annexed in this report.

NUMBER OF MEETINGS OF THE BOARD

The Board has met Six(6) times during the financial year the details of which aregiven in the Corporate Governance Report and forms part of Annual Report.

DIRECTORS

Shri Rameshkumar Durlabhjibhai Virani (DIN 00313236) retires at the ensuing AnnualGeneral Meeting pursuant to provision of section 152(6) of the Companies Act 2013 andbeing eligible offer themselves for re-appointment. Mrs. Aarti C. Sodha appointed asIndependent Women director on the Board of the Company w.e.f 12th September2014

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary Declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he/she meets with the criteria ofIndependence laid down in Section 149(6) of the Companies Act 2013 and Clause 49 of theListing Agreement.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company s Policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Corporate Governance Report which forms part of this report as Annexure 02.Further information about directors sitting fees has also explained in the same report.

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. Policy describing the manner of Evaluation is furnished in Corporate GovernanceReport which forms part of this report as Annexure 02.

COMMITTEES OF THE BOARD

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

- AUDIT COMMITTEE:

The Company has an adequately qualified Audit Committee constituted in accordance withthe provisions of Section 177 of the Companies Act 2013 and clause 49 of the listingagreement. The details of composition of Committee and other relevant details is given inthe Corporate Governance Report which forms part of this Annual Report.

- NOMINATION AND REMUNERATION COMMITTEE:

The Company has also constituted Nomination and Remuneration Committee Pursuant toprovision of section 178 of the Companies Act 2013 and the details of composition ofCommittee and other relevant details is given in the Corporate Governance Report whichforms part of this Annual Report.

- STAKEHOLDERS RELATONSHIP COMMITTEE:

To consider and resolve the Grievances of Stakeholders the Company has framedStakeholders Relationship Committee in accordance with the provision of section 178 of theCompanies Act 2013 and the details of composition of Committee and other relevant detailsis given in the Corporate Governance Report which forms part of this Annual Report.

- CORPORATE SOCIAL RESOPONSIBILIY COMMITTEE:

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 and thedetails of composition of Committee and other relevant details is given in the CorporateGovernance Report which forms part of this Annual Report.

- RISK MANAGEMENT COMMITTEE

The Company has framed Risk Management Committee which mainly aims at Identification ofRisk level at various stages of Business operation/ activities and to manage the Risk andevaluation of RMS i.e Risk Management System. The details of composition of Committee andother relevant details is given in the Corporate Governance Report which forms part ofthis Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement as enumerated under:-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed;

(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 provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

STATUTORY AUDITORS

Pursuant to provision of section 139 of the Companies Act 2013 Arun M.Kothari Chartered Accountants (Membership No. 108669) Statutory Auditors of the Companyhave been appointed to hold office till the conclusion of Annual General Meeting of theFinancial year 2016-17 subject to ratification by the Members at the ensuing AnnualGeneral Meeting and Arun M. Kothari being eligible offers their services to continue toact as a Auditors of the Company.

STATUTORY AUDITORS’ REPORT

The observations of Auditors in their 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

SECRETARIAL AUDITOR

Pursuant to Provision of section 204(1) of the Companies Act 2013the Board hasappointed M/s. K. P. Rachchh & Co. Practicing Company Secretary to conductSecretarial Audit for the financial year 2014-15.

SECRETARIAL AUDITORS’ REPORT

The Secretarial Audit Report for the financial year ended March 31 2015 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. MR-3 inattached in this report as Annexure 05

EXTRACT OF ANNUAL RETURN

The extracts 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 06 and is attached to this Report.

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. Howeverin this year as company has incurred loss it is not possible for company to carry out anyCSR Activities but your company understands the value of CSR and definitely will work forthe betterment of Society.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION 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 Annexure07 attached to this report.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has in place a whistleblower policy to support the Code of BusinessEthics. This policy documents the Company s commitment to maintain an open workenvironment in which employees consultants and contractors are able to report instancesof unethical or undesirable conduct actual or suspected fraud or any violation of Companys Code of Business Ethics at a significantly senior level without fear of intimidation orretaliation. The said policy is placed on the website of the company.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation for the continuedcooperation guidance support and assistance during the year under report by our Bankersall the customers suppliers of the Company including Government agencies. The Board ofDirectors also wishes to express its appreciation for the efforts and contribution made bythe employees at all levels during the year under report.

Place: Rajkot For and on behalf of
Sar Auto Products Ltd.
Date : 31st July 2015
Rameshkumar D. Virani
Chairman - Managing Director
(DIN: 00313236)