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Sar Auto Products Ltd.

BSE: 538992 Sector: Auto
NSE: N.A. ISIN Code: INE002E01010
BSE LIVE 09:55 | 23 Nov 154.00 7.00
(4.76%)
OPEN

154.00

HIGH

154.00

LOW

154.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 154.00
PREVIOUS CLOSE 147.00
VOLUME 10
52-Week high 154.75
52-Week low 74.00
P/E
Mkt Cap.(Rs cr) 73
Buy Price 0.00
Buy Qty 0.00
Sell Price 154.35
Sell Qty 20.00
OPEN 154.00
CLOSE 147.00
VOLUME 10
52-Week high 154.75
52-Week low 74.00
P/E
Mkt Cap.(Rs cr) 73
Buy Price 0.00
Buy Qty 0.00
Sell Price 154.35
Sell Qty 20.00

Sar Auto Products Ltd. (SARAUTOPROD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 29th Annual Report of the companytogether with the Audited Financial Accounts for the year ended 31st March 2016.

FINANCIAL HIGHLIGHTS

(Amt Rs. in Lacs)
Financial Results 2015-16 2014-15
Income from operations 297.23 221.23
Add : Other Income 67.29 49.76
Total Income 364.52 270.99
Less : Total Expenditure 276.88 495.98
Profit/(Loss) before Depreciation write off and Interest and taxes 87.64 (224.99)
Less: Interest 2.37 7.58
Less: Depreciation & Amortization Expense 75.87 104.35
Profit /(Loss) before tax 9.39 (336.92)
Less: Provision for tax:
Current Tax 1.85 0
Prior Period Taxes 0 0
Deferred Tax Assets (8.28) 17.98
MAT Credit Entitlement (1.85) 0
Profit/(Loss) after tax 17.67 (318.94)

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

During the year the Company has made Net turnover of Rs. 297.23 Lacs in comparison toprevious year of Rs. 221.23 Lacs i.e increased by 34.35% and the Company has made Profitof Rs. 17.67 Lacs/- in comparison to Loss after tax of previous year of Rs. 318.94Lacs. Your directors are hopeful for better financial result in coming years and thefuture of the Company seems to be bright.

DIVIDEND

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.

DEPOSITS

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 THE COMPANYOCCURRED 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.

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 clause 49 of the Listing Agreement/ SEBI (LODR) Regulations 2015 is presented inseparate section and forms part of 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/SEBI (LODR) Regulations 2015have been Voluntary complies with and duly audited. A certificate from the statutoryauditors of the company regarding compliance of conditions of corporate governance hasbeen obtained and is enclosed to the report of corporate governance.

CEO/ CFO CERTIFICATION

Pursuant to the provisions of clause 49 of the Listing Agreement/ Regulation 17(8) ofSEBI (LODR) Regulations 2015 the CEO/ CFO Certification for preparation of financialstatements 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 Shreyas Rameshbhai Virani (DIN 00465240) retires at the ensuing Annual GeneralMeeting pursuant to provision of section 152(6) of the Companies Act 2013 and beingeligible 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.

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.

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/ Regulation 18 of SEBI (LODR) Regulations 2015 The details of composition ofCommittee and other relevant details is given in the Corporate Governance Report whichforms 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 clause 49 of the listingagreement/ Regulation 19 of SEBI (LODR) Regulations 2015 and the details of compositionof Committee 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 clause 49 of the listing agreement/ Regulation 20 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.

• 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 Mr. ArunM. Kothari Chartered Accountants (Membership No. 108669) Statutory Auditor of theCompany have been appointed to hold office till the conclusion of Annual General Meetingof the Financial year 2016-17 subject to ratification by the Members at the ensuingAnnual General Meeting Mr. Arun M. Kothari being eligible offers his services tocontinue to act as an Auditor of the Company.

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

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 2015-16.

SECRETARIAL AUDITORS’ REPORT

The Secretarial Audit Report for the financial year ended March 31 2016 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 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 whistle blower 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 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.

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
Date: 12th August 2016 Sar Auto Products Ltd
Rameshkumar D. Virani
Chairman and Managing Director
DIN: 00313236

ANNEXURE -01

BRIEF PROFILE OF THE DIRECTOR SEEKING APPOINTMENT/RE APPOINTMENT IN FORTHCOMING ANNUALGENERAL MEETING:

Name of Director Shri Shreyas Rameshbhai Virani
Date of Birth 09-03-1970
Date of Appointment 14-04-2007
Expertise in Specific functional area Finance and Administration
List of public companies in which
Directorship held NIL
Chairman/Member of the committees Chairman- 1 Member- in 4 Committees
Chairman/Member of the committees --
of Directors of other Companies

ANNEXURE -02 Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis: NIL

2. Details of material contracts or arrangement or transactions at arm’slength basis:

Name(s) of the related party Nature of Relationsh Nature of Contracts/arrangements/transa Amount
1 Rameshbhai D. Virani KMP Directors Salary & Perks 1161552
Loan Accepted 400000
Directors Salary & Perks 1055964
2 hreyasbhai R. Virani KMP Loan Accepted 17450000
Loan Repaid 13000000

Note: Date of approval by the Board for aforesaid transactions is 11-05-2015

Place: Rajkot For and on Behalf of
Date: 12th August 2016 Sar Auto Products Ltd
Rameshkumar D. Virani
Chairman and Managing Director
DIN: 00313236

ANNEXURE -03

PARTICULARS OF EMPLOYEES/REMUNERATION

The information required under section 197 of the act and rules made there-under inrespect of employees of the company is follows:-

(a) The ratio of remuneration of each director to the median remuneration of employeesfor the financial year; (total directors remuneration is of Rs. 2217516.00 and totalother employees remuneration 478252.00)

(b) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary Manager if any in the financial year;

There is No increase in remuneration of Director Chief Executive Officer ChiefFinancial Officer and Company Secretary Manager

(c) The percentage increase in the median remuneration of employees in the financialyear:

There is no increment during the year 2015-16

(d) The number of permanent employees on the rolls of the Company: 04

(e) The explanation in relationship between average increase in remuneration andcompany performance:

There is no Increase in Remuneration.

(f) Comparison of the remuneration of Key Managerial Personnel against the performanceof the Company:

Particulars Amt (in Rs./ Lacs)
Remuneration of KMP during the financial year 2015-16 (aggregated) 2217516
Revenue from operation 29723070
Remuneration (as % of revenue) 7.46%
Profit Before Tax (PBT) 939355

(g) Variation in the market capitalization of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotation of the shares of the Company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variation in the net worth of thecompany as at the close of the financial year and previous financial year;

Particulars Unit As at 31-03-2016 As at 31-03-2015 Variation
Closing rate of share at BSE Rs. 154.00 35.29 436.38%
EPS (Consolidated) Rs. 0.37 (6.69) (5.53%)
Market Capitalization Rs. 73.37 CR 16.81 CR 436.38%
Price Earning Ratio Rs 416.21 -527.50 (78.90)

(h) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereany exceptional circumstances for increase in the managerial remuneration:

There is no increase in the salaries of employees.

(j) The key parameters for any variable component of remuneration availed by directors:

NIL

(k) The ratio of the remuneration of the highest paid to the director to that of theemployees who are not directors but receive remuneration in excess of highest paid duringthe year:

Not Applicable

(l) Affirmation that the remuneration is as per the policy of the company:

The Company’s remuneration policy is driven by the success and performance of theindividual employees and the company. The Company affirms remuneration is as per theremuneration policy of the company.

Place: Rajkot For and on Behalf of
Date: 12th August 2016 Sar Auto Products Ltd
Rameshkumar D. Virani
Chairman and Managing Director
DIN: 00313236

ANNEXURE 05

CONSERVATION OF ENERGY RESERARCH AND DEVELOPMETN TECHNOLOGY ABSORPTION AND FOREIGNEARNING & OUTGO.

A. CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy: None.

(ii) The steps taken by the company for utilising alternate sources of energy: None.

(iii) The capital investment on energy conservation equipments: None.

Total Energy Consumption and Energy Consumption

A. Power & Fuel Consumption
Particulars 2015-16 2014-15
a) Electricity
Purchased (KWH) 139302 Units 139113 Units
Total Amount (Rs. In Lacs) 1257880.00 1019102.00
Average Rate Rs. 9.03 / Units 7.33 / Units
b) Coal
Quantity (MT) 0.00 0.00
Total Amount (Rs. In Lacs) 0.00 0.00
Average Rate Rs. 0.00 0.00
c) Furnance Oil 0.00 0.00
Quantity (MT) 0.00 0.00
Total Amount (Rs. In Lacs) 0.00 0.00
Average Rate Rs. 0.00 0.00

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption: None.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitutions: None.

(iii) The company has not any imported technology.

(iv) The expenditure incurred on Research and Development: None.

C. FOREIGN EXCHANGE EARNING AND OUTGO:
(i) Total foreign Exchange Earnings during the year: Rs. 5411369.00
(ii) Total foreign Exchange outgo during the year: Rs. 1179898.00