Your Directors have pleasure in presenting the 30th Annual Report of thecompany together with the Audited Financial Accounts for the year ended 31stMarch 2017.
|Financial Results ||2016-17 ||2015-16 |
|Income from operations ||507.30 ||297.23 |
|Add : Other Income ||23.63 ||67.29 |
|Total Income ||530.93 ||364.52 |
|Less : Total Expenditure ||388.21 ||276.88 |
|Profit/(Loss) before Depreciation write off and Interest ||142.72 ||87.64 |
|Less: Interest ||4.28 ||2.37 |
|Less: Depreciation & Amortization Expense ||112.05 ||75.87 |
|Profit /(Loss) before tax ||26.38 ||9.39 |
|Less: Provision for tax: || || |
|Current Tax ||5.30 ||1.85 |
|Prior Period Taxes ||0 ||0 |
|Deferred Tax Assets ||(4.66) ||(8.28) |
|MAT Credit Entitlement ||(5.10) ||(1.85) |
|Profit/(Loss) after tax ||30.84 ||17.67 |
REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:
During the year the Company has made Net turnover of Rs. 507.30 Lacs in comparison toprevious year of Rs. 297.23 Lacs i.e increased by 70.68% and the Company has made Profitof Rs. 30.84 Lacs in comparison to Profit after tax of previous year of Rs. 17.67Lacs i.e. increased by 74.53%. Your directors are hopeful for better financial result incoming years and the future of the Company seems to be bright.
Due to plough back of Profit your Directors do not recommend any dividend.
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 to Reserves.
PARTICULARS RELATING TO HOLDING/SUBSIDIARY/ASSOCIATE CO.
The Company has no Holding Subsidiary and Associate Company.
We have not accepted any deposit and as such no amount of deposit whether Principal orinterest thereon was Outstanding 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 Annexure02 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.
The assets of the company including buildings plant & machinery stocks etc.wherever necessary and to the extent required have been adequately insured against variousrisk.
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.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Sar Auto's premises through various interventions andpractices. The Company has formed an Internal Complaints Committee (ICC) and during theyear Internal Complaints Committee (ICC) has not received any complaints.
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 03.
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 presented in separate sectionand forms part of the Annual Report.
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 under SEBI(LODR) Regulations 2015 have been Voluntary complies with and duly audited. A certificatefrom the statutory auditors of the company regarding compliance of conditions of corporategovernance has been obtained and is enclosed to the report of corporate governance.
CEO/ CFO CERTIFICATION
Pursuant to the Regulation 17(8) of SEBI (LODR) Regulations 2015 the CEO/ CFOCertification for preparation of financial statements etc. is annexed in this report.
NUMBER OF MEETINGS OF THE BOARD
The Board has met 5 (Five) times during the financial year the details of which aregiven in the Corporate Governance Report and forms part of Annual Report.
Shri 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.
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.
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 Corporate Governance Report.
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.
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 Regulation 18 of SEBI (LODR)Regulations 2015 The details of composition of Committee and other relevant details isgiven in the 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 Regulation 19 of SEBI (LODR)Regulations 2015 and the details of composition of Committee and other relevant detailsis given in the Corporate Governance Report which forms 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 Regulation 20 of SEBI (LODR) Regulations 2015 and the details ofcomposition of Committee and other relevant details is given in the Corporate GovernanceReport 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 themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (c) Thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) The directorshad prepared the annual accounts on a going concern basis; and (e) The directors had laiddown internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively. (f) The directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
AUDITORS AND AUDITORS' REPORT
Pursuant to provision of section 139 of the Companies Act 2013 the term of Mr. Arun MKothari based at Ahmedabad as Statutory Auditor expires at ensuing Annual General Meetingand in place of Mr. Arun M. Kothari the Board Recommends to appoint M/s J. A. Sheth &Associates Chartered Accountants (FRN: 119980W) as Statutory Auditor of the Company for aperiod of 5 years from the conclusion of this Annual General meeting till the conclusionof Annual General Meeting of the Financial year 2021-22. subject to ratification by theMembers at the ensuing Annual General Meeting.
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
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 2016-17.
SECRETARIAL AUDITORS' REPORT
The Secretarial Audit Report for the financial year ended March 31 2017 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 isattached in this report as Annexure 04.
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. In thisyear company has made profit and CSR is not applicable to company under section 135 of theCompanies Act 2013 and fluctuations in the profitability of the Company no CSR activitieswas carried out during last year.
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 Annexure05 attached to this report.
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
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has in place a whistleblower policy to support the Code of BusinessEthics. This policy documents includes 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 ofCompany's Code of Business Ethics at a significantly senior level without fear ofintimidation or retaliation. The said policy is placed on the website of the company.
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: 04th August 2017 ||Sar Auto Products Ltd |
| ||Rameshkumar D. Virani |
| ||Chairman and Managing Director |
| ||DIN: 00313236 |