Home  »  Company  »  SAR Auto Products  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of SAR Auto Products Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report of the company together 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 to previous year of Rs. 207.34 Lacs i.e increased by 6.70% and the company has incurred loss of Rs. 3,18.94 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 Debt written off.

DIVIDEND

As the Company has incurred loss during the year, your Directors do not recommend any dividend.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not made transaction forming part of section 186 of the Companies Act, 2013.

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 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 Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 03 to the Board's report

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material 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 various risk.

SEGMENT REPORTING

The Company is engaged in manufacturing of Auto Components and therefore there is only one segment, hence disclosures requirement in accordance with the Accounting standards on segment 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 is possible through entire workforce working in the company. The industrial relation with workmen and staff continued to be extremely cordial during the year under review. The Board wishes to take place on record its appreciation for the valuable services rendered by its entire workforce

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is not applicable to the Company as the Company have no such Employees who were drawing remuneration in excess of the limits prescribed. Particulars of Employees are attached with this report as Annexure 04.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE is a system of rules, practices and processes by which a company is directed and controlled. Corporate governance essentially involves balancing the interests of the many stakeholders in a company - these include its shareholders, management, customers, suppliers, financiers, government and the community and considering the importance of Corporate Governance, your Company is committed to maintaining the highest standards of corporate governance and adheres to the corporate governance requirement set out by SEBI. All conditions of corporate governance as required under clause 49 of the listing agreements with stock exchanges have been complies with and duly audited. A certificate from the statutory auditors of the company regarding compliance of conditions of corporate governance has been obtained and is enclosed to the report of corporate governance

CEO CERTIFICATION

Pursuant to the provisions of clause 49 of the Listing Agreement, the CEO Certification for 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 are given in the Corporate Governance Report and forms part of Annual Report.

DIRECTORS

Shri Rameshkumar Durlabhjibhai Virani (DIN 00313236) retires at the ensuing Annual General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible offer themselves for re-appointment.

Mrs. Aarti C. Sodha appointed as Independent Women director on the Board of the Company w.e.f 12th September, 2014

DECLARATION BY INDEPENDENT DIRECTORS

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

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished 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 and also of its committees and Individual Directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. Policy describing the manner of Evaluation is furnished in Corporate Governance Report 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 with the provisions of Section 177 of the Companies Act, 2013 and clause 49 of the listing agreement. The details of composition of Committee and other relevant details is given 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 to provision of section 178 of the Companies Act, 2013 and the details of composition of Committee and other relevant details is 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 framed Stakeholders Relationship Committee in accordance with the provision of section 178 of the Companies Act, 2013 and the details of composition of Committee and other relevant details is 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 and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. The Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of the Company and the details of composition of Committee and other relevant details is given in the Corporate Governance Report which forms part of this Annual Report.

* RISK MANAGEMENT COMMITTEE

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

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed;

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

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of 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 Company have been appointed to hold office till the conclusion of Annual General Meeting of the Financial year 2016-17, subject to ratification by the Members at the ensuing Annual General Meeting and Arun M. Kothari, being eligible offers their services to continue to act as a Auditors of the Company.

STATUTORY AUDITORS' REPORT

The observations of Auditors in their report read with the relevant note to accounts in schedule are self-explanatory and do not require further explanation. The Audit Report does not contain any qualification, reservation or adverse remark

SECRETARIAL AUDITOR

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

SECRETARIAL AUDITORS' REPORT

The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith to this Report. The qualifications put up in the Secretarial Audit Report are self explanatory. Secretarial Auditors' Report in the prescribed format i.e. MR-3 in attached 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) Rules, 2014 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 and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. The Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of the Company.

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

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 07 attached to this report.

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has in place a whistleblower policy, to support the Code of Business Ethics. This policy documents the Company's commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company's Code of Business Ethics at a significantly senior level without fear of intimidation 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 continued cooperation, guidance, support and assistance during the year under report by our Bankers, all the customers, suppliers of the Company including Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the 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)


Mar 31, 2013

Dear Members

The Directors have pleasure in presenting their ANNUAL REPORT together with the Audited Statement of Accounts of your Company for the year ended 31st March, 2013.

(Rupees in Lac)

Financial Results 2012-13 2011-12

Income from operations 194.97 222.89

Add : Other Income 36.31 52.13

Total Income 231.28 275.02

Less : Total Expenditure 198.84 224.93

Profit/(Loss) before Depreciation write off and Interest 32.44 50.09

Less: Interest 1.34 1.54

Less: Depreciation & Miscellaneous Expenses Written Off 61.84 72.88

Profit / (Loss) before tax (30.74) (24.33)

Less: Provision for tax:

Current Tax - -

Deferred Tax Assets (2.89) (4.27)

Fringe Benefit tax

Profit/(Loss) after tax (27.85) (20.06)

Dividend

Looking at the current position of the business, Your Directors do not recommend any dividend.

Directors

Shri Rameshbhai D. Virani will retire by rotation and being eligible offers himself for re- appointment.

Review of Operations

During the year the Company has made Net turnover of Rs. 19,497,128/- in comparison to previous of Rs. 22,288,930/- and the company has incurred Loss of Rs. 27,85,849 in comparison to previous year of loss of Rs. 20,06,563/-.

Directors'' Responsibility Statement

Your directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year ended 31st March,2013 and of the Profit of the company for that year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts on a going concern basis.

Corporate Governance:

A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is attached as a part of the Annual Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, is presented in separate section and forms part of the Annual Report.

Audit Committee:

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement of the Stock Exchanges, the Audit Committee comprises of the following Directors:

Mr. Issac Thomas C Kavunkal Mr. Rameshbhai D. Virani Mr. Shreya R. Virani

The Audit Committee reviews, acts and reports to the Board with respect to various auditing and accounting matters

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to the same is annexed.

Particulars of Employees

There are no employees whose details are required to be mentioned as per Section 217(2A) of the Companies Act, 1956.

Auditors'' Report

The Observation of Auditors in their report read with the relevant notes to accounts in Schedule are self explanatory and do not require further explanation

Auditors

ARUN M. KOTHARI, Chartered Accountant the Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting. They have consented to continue and act as Auditors of the Company for the current year, if re-appointed.

Secretarial Compliance Certificate:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from a Company Secretary in whole time practice pursuant to the provisions of the Companies Act, 1956 and a copy of such certificate is attached to this report.

Acknowledgement

The Directors takes this opportunity to thank the Bank and the members for their continued confidence in the company.

For and on behalf of the Board

Sd/- RAMESHBHAI D. VIRANI Chairman - Managing Director

Date : 21-05-2013 Place: Rajkot


Mar 31, 2012

Dear Members

The Directors have pleasure in presenting their ANNUAL REPORT together with the Audited Statement of Accounts of your Company for the year ended 31st March, 2012.

(Rupees in Lac)

Financial Results 2011-12 2010-11

Income from operations 222.89 213.33

Add : Other Income 52.13 59.47

Total Income 275.02 272.79

Less : Total Expenditure 224.48 182.23

Profit/(Loss) before Depreciation write off and Interest 50.54 90.56

Less: Interest 1.99 4.68

Less: Depreciation & Miscellaneous Expenses Written Off 72.88 85.91

Profit / (Loss) before tax (24.33) (0.03)

Less: Provision for tax:

Current Tax

Deferred Tax Assets 4.27 3.00

Fringe Benefit tax

Profit/(Loss) after tax (20.06) 2.97

Dividend

Looking at the current position of the business, Your Directors do not recommend any dividend. Directors

Shri Issacthomas C. Kavunkal will retire by rotation and being eligible offers himself for re- appointment.

Review of Operations

There is Increase in sales compare to previous year. During the year the Company has made turnover of Rs. 2,22,88,930 /- in comparison to previous of Rs. 2,13,32,638. However the company has incurred Loss of Rs. 20,06,563 in comparison to previous year of loss of Rs. 2,97,830/-

Directors'' Responsibility Statement

Your directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year ended 31st March,2012 and of the Profit of the company for that year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts on a going concern basis.

Corporate Governance:

A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is attached as a part of the Annual Report.

Audit Committee:

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement of the Stock Exchanges, the Audit Committee comprises of the following Directors:

Mr. Amit Jayantilal Gosaliya (Upto 29-02-2012)(Ceased as Director due to Death) :

Mr. Issac Thomas C Kavunkal

Mr. Rameshbhai D. Virani

Mr. Shreya R. Virani (After 29-02-2012)

The Audit Committee reviews, acts and reports to the Board with respect to various auditing and accounting matters

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to the same is annexed.

Particulars of Employees

There are no employees whose details are required to be mentioned as per Section 217(2A) of the Companies Act, 1956.

Auditors

ARUN M. KOTHARI, Chartered Accountant the Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting. They have consented to continue and act as Auditors of the Company for the current year, if re-appointed.

Secretarial Compliance Certificate:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from a Company Secretary in whole time practice pursuant to the provisions of the Companies Act, 1956 and a copy of such certificate is attached to this report.

Acknowledgement

The Directors takes this opportunity to thank the Bank and the members for their continued confidence in the company.

For and on behalf of the Board

RAMESHBHAI D. VIRANI Chairman - Managing Director

Date : 29-05-2012 Place: Rajkot


Mar 31, 2011

Dear Members

The Directors have pleasure in presenting their ANNUAL REPORT together with the Audited Statement of Accounts of your Company for the year ended 31st March, 2011.

(Rupees in Lac) Financial Results 2010-11 2009-10

Income from operations 213.33 293.93

Add : Other Income 59.47 207.12

Total Income 272.79 501.05

Less : Total Expenditure 182.23 517.34

Profit/(Loss) before Depreciation write off and Interest 90.56 (16.29)

Less: Interest 4.68 17.82

Less: Depreciation & Miscellaneous Expenses Written Off 85.91 101.70

Profit / (Loss) before tax (0.03) (135.81)

Less: Provision for tax: - -

Current Tax - -

Deferred Tax Assets (3.00) (11.81)

Fringe Benefit tax - -

Profit/(Loss) after tax 2.97 (124.00)

Add. : Balance Brought Forward from Previous Year 945.06 1069.06

Balance of Profit & Loss Account Carried to BALANCE SHEET 948.04 945.06

Dividend

Looking at the current position of the business, Your Directors do not recommend any dividend.

Directors

Shri Shreyas Rameshbhai Virani Director will retire by rotation and being eligible offers himself for re-appointment.

Review of Operations

There is decrease in sales compare to previous year. During the year the Company has made turnover of Rs. 21,332,638 /-. However the company, due to its cost cutting and other steps has reduced its loss from Rs. 13,581,172/- to Rs. 2,523/-.

Directors'' Responsibility Statement

Your directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year ended 31st March,2011 and of the Profit of the company for that year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts on a going concern basis.

Corporate Governance:

A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is attached as a part of the Annual Report.

Audit Committee:

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement of the Stock Exchanges, the Audit Committee comprises of the following Directors:

Mr. Rameshbhai D. Virani Mr. Amit Jayantilal Gosaliya Mr. Issac Thomas C Kavunkal

The Audit Committee reviews, acts and reports to the Board with respect to various auditing and accounting matters

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo

In accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, the required information relating to the same is annexed.

Particulars of Employees

There are no employees whose details are required to be mentioned as per Section 217(2A) of the Companies Act, 1956.

Auditors

ARUN M. KOTHARI, Chartered Accountant the Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting. They have consented to continue and act as Auditors of the Company for the current year, if re-appointed.

Secretarial Compliance Certificate:

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from a Company Secretary in whole time practice pursuant to the provisions of the Companies Act, 1956 and a copy of such certificate is attached to this report.

Acknowledgement

The Directors takes this opportunity to thank the Bank and the members for their continued confidence in the company.

For and on behalf of the Board

Sd/- RAMESHBHAI D. VIRANI Chairman - Managing Director

Date : 28-05-2011 Place : Rajkot

 
Subscribe now to get personal finance updates in your inbox!