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Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

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Directors Report of SAR Auto Products Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 38^th Annual Report of the Company together
with the Audited Financial Accounts for the year ended 31^st March, 2025.

1) FINANCIAL SUMMARY AND HIGHLIGHTS:

(Amt in Rs. in Lacs
Except EPS)

Financial Results	2024-25	2023-24

Revenue from operations	1396.79	2003.58
Add : Other Income	108.05	83.56
Total Income	1504.84	2087.14
Less : Total Expenditure (Excluding Depreciation & Amortization Expense & Finance Cost)	1210.91	1810.28
Profit/(Loss) before Depreciation & Amortization Expense and Finance Cost	293.93	276.86
Less: Finance cost	13.02	10.08
Less: Depreciation & Amortization Expense	208.02	114.90
Profit / (Loss) before tax	72.89	151.88
Less: Taxaation:
Current Tax	25.27	34.40
Prior Period Taxes	0	0
Deferred Tax Assets /Liabilities	5.84	0.78
Profit/(Loss) after tax	41.77	116.70
Other Comprehensive Income	0.56	(2.52)
Total Comprehensive Income	42.33	114.18
EARNING PER SHARE (BASIC & DILUTED)	0.88	2.45

2) REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

During the year, the Company has made revenue from operation of Rs. 1396.79 Lacs in
comparison to previous year of Rs. 2003.58 Lacs i.e. decreased by approximately 30.29%
and the Company has made Profit of Rs. 41.77 Lacs and total comprehensive Income of
Rs. 42.33 Lacs in comparison to Profit after tax of previous year of Rs. 116.70 Lacs and
total comprehensive of Rs. 114.48 Lacs. Hence, in comparison to financial year 2023-24,
Turnover and profitability of the Company both has decreased. Management is hopeful to
achieve better performance in coming years. Further, due to external political situation,
Export sale of the Company also got reduced. During the year 2024-25, Export sales is
NIL in comparison to previous year of Rs. 2.06 Lacs.

Management is continuously analyzing various situation considering internally and
externally both, various rules and regulations of government of various countries and
opportunities available and its effect on business. Management is still working hard and
looking forward to explore market in the gears and in the wide range of automotive parts.

Though it is very difficult to predict the future situation but Management hopes to cop up
with the situation and optimist towards the growth of the business of the Company.
Economic outlook, Future Prospects and overview of the business is given in
Management Discussion and Analysis Report attached with the Report.

3) STATE OF THE COMPANYâS AFFAIRS:

- The Company is working in single segment namely the manufacturing Segment
includes manufacturing of gears, gear boxes and other transmission components.

- During the year 2024-25, there has been no change in the status of the Company.

- There has been no change in financial year of the Company.

- There has been no event having material impact on the Companyâs affairs.

4) DIVIDEND:

With a view of plough back of Profit, your directors do not recommend any dividend.

5) CAPTIAL STRUCTURE OF THE COMPANY:

There is no change in capital structure of your company for the year under Review. The
Authorized Share Capital of the Company is of Rs. 10,00,00,000/- (Rupees Ten Crores)
consisting of 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each and Issued,
Subscribed and Paid-up capital of the Company is of Rs. 4,76,47,400 (Rupees Four Crore
Seventy-Six Lacs Forty-Seven Thousand Four Hundred) consisting of 47,64,740 (Forty-
Seven Lacs Sixty-Four Thousand Seven Hundred and Forty) Equity Shares of Rs. 10/-
each. Your Company does not have Debt securities.

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

During the year 2024-25, your Company has not given any loan, guarantee and has not
made any Investments. Investment made earlier by the Company are within the limit
prescribed under section 186 of the Companies Act, 2013. However, value of earlier
investment in Equity (Quoted) is increased in comparison to previous year and same is
within the limit of section 186 of the Companies Act, 2013.

7) TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the
General Reserves for the year ended on 31^st March, 2025.

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

The Company has no Holding, Subsidiary and Associate Company and as such all
disclosure pertaining to Consolidation of Accounts and AOC-I is not applicable for the
Company.

9) DEPOSITS:

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

availed unsecured loan from Director which is exempted deposit and as on 31^st March,
2025 outstanding balance of Loan from Director is of Rs. 1611.35 Lacs.

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

Particulars of contracts or arrangements with related parties is carried out at armâs
length basis and the details of the same is given in Form AOC-2, appended as Annexure
03 to the Board''s report and Related party Transactions as per Companies Act, 2013 and
as per Accounting Standard are given in Note 33 - forming part of the financial
statements and forms part of this Annual Report. Certain transactions, which were
repetitive in nature, were approved through omnibus route by Audit Committee and by
the Board. Material transaction i.e. those transactions which are made for an amount
exceeding the limit prescribed under section 188 of the Companies Act, 2013 and rules
made thereunder are done with the prior approval of the Members of the Company.
Regulation 23 related to Related Party Transactions of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 is not applicable to the Company
considering Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015.

11) MAJOR EVENTS & CHANGE IN NATURE OF BUSINESS OF THE COMPANY

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

12) 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 RELATES 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.

13) INTERNAL FINANCIAL CONTROLS:

âInternal financial controlsâ means the policies and procedures adopted by the company
for ensuring the orderly and efficient conduct of its business, including adherence to
companyâs policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information. The Company has in place adequate internal
financial controls with reference to financial statements. During the year no reportable
material weakness in the design or operation was observed. Report on Internal Financial
Control over Financial reporting is given by Statutory Auditor as Annexure B to the
Independent Auditorâs Report and forms part of this Annual Report.

14) 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.

15) SEGMENT REPORTING:

The Company is working in single segment namely the manufacturing Segment includes
manufacturing of gears, gear boxes and other transmission components and hence
segment reporting is not applicable.

16) 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. During the year under review,
the industrial relation with Human Resources continued to be extremely cordial The
Board wishes to take place on record its appreciation for the valuable services rendered
by its entire workforce. During the year there was no instance of Strike, Lock out or
another issues related to Human Resources. Company is taking precaution at the
Company to maintain the safety of Human resources.

17) OVERVIEW OF THE INDUSTRY AND OUTLOOK:

The aforesaid details are given in the Management Discussion and Analysis Report
attached herewith the report.

18) MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

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

19) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company is not required to frame a policy on prevention of Sexual Harassment policy of
Women at workplace and accordingly not required to frame committee as per the
aforesaid Act. However, your Company has always believed in providing a safe and
harassment free workplace for every individual working in Sar Autoâs premises through
various interventions and practices.

No. of Employees: Total 6 employees

Female Employees : 0 Male Employees: 6 Transgender Employees: 0

Accordingly on the aforesaid data, THE MATERNITY BENEFIT ACT, 1961 and
amendments there to is not applicable to the Company

20) PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under section
197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in as Annexure 04 to
Boardâs report.

21) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

22) NON-APPLICABILITY OF CORPORATE GOVERNANCE & SOME REGULATIONS OF
SEBI(LODR) REGULATIONS,2015:

Company is having paid up equity share capital of Rs. 4,76,47,400 which is not
exceeding Rs.10 crore and Net worth is Rs. 16.82 Crore as on financial year 31^st March,
2024 and as on 31^st March, 2025, Net worth is of Rs. 17.31 Crores, which is not
exceeding Rs.25 crore, as on the last day of the financial year. Hence as per Regulation
15 of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Regulations 17,17A, 18, 19, 20, 21,22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C ,
D and E of Schedule V of the 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 per
aforesaid Regulations are not presented. However, Company will work by considering the
base of Corporate Governance.

23) INVESTOR EDUCATION & PROTECTION FUND:

Company was neither required to transfer any shares nor any amount to Investor
Education and Protection Fund (IEPF).

24) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CHANGE IN BOARD OF DIRECTORS DURING THE YEAR:

Following changes occurred during the year 2024-25:

- Ms. Aarti Chintan Sodha (DIN: 06978954) Ceased as an Independent Director of the
Company W.E.F 3^rd September,2024 due to completion of second term of 5(Five) years as
an Independent Director.

- Mr. Issacthomas Charianthomas Kavunkal (DIN: 02995332) Ceased as an Independent
Director of the Company W.E.F 3^rd September,2024 due to completion of second term of
5(Five) years as an Independent Director.

- Mrs. Charmiben Manishbhai Vasani (DIN: 10721628), Mr. Biju Mathew (DIN: 10730618)
and Mr. Vivekkumar Maganbhai Manavadaria (DIN: 10730165) have been appointed as
an Additional Independent Non -Executive director w.e.f. 09^th August, 2024 for a period
of 5 years, subject to ratification/appointment as regular director at the annual general
meeting pertaining to financial ended on 31st March, 2024 and Members at 37^th Annual
General Meeting held on 24^th September, 2024 has approved and ratified appointment of
all the aforesaid directors for a term of 5 years w.e.f 09^th August, 2024 to 08^th August,
2029.

-Further, Members of the Company at 37^th Annual General Meeting held on 24^thSeptember, 2024 has also approved and ratified appointment of Mr. Vijay Narendrabhai
Kalariya (DIN: 10454403) for a term of 5 years w.e.f 09^th January, 2024 to 08^th Janurary,
2029 who was appointed as an Additional Independent Director on the Board of the
Company w.e.f 09th January, 2024 for a period of 5 years, subject to

ratification/appointment as regular director at the annual general meeting pertaining to
financial ended on 31st March, 2024.

-In Furtherance, Mr. Vivekkumar Maganbhai Manavadaria (DIN: 10730165), Independent
Director has tendered resignation w.e.f 25^th March, 2025 due to pre-occupancy and
personal reason and in place Board has appointed Mr. Gulabbhai Kapurchandrabhai
Patil (DIN: 10996858) as an Additional Independent Director on the Board of the
Company w.e.f 25^th March, 2025 for a period of 5 years, subject to

ratification/appointment as regular director at the annual general meeting pertaining to
financial ended on 31^st March, 2025 and being eligible Board of Directors of the

Company seeks approval at ensuing Annual General Meeting of the Members of the

Company for his appointment/regularization as an Independent Director, not liable to
retire by rotation.

CHANGE IN BOARD OF AFTER THE CLOSURE FINANCIAL YEAR 2024-25

There is no change in board after the closure of the financial year 2024-25

DIRECTOR LIABILE TO RETIRE BY ROTATION AT ENSUING ANNUAL GENERAL
MEETING

Pursuant to provision of section 152(6) of the Companies Act, in 37^th Annual General
Meeting of the Company held on 24^th September, 2024 Mr. Shreyas R. Virani (DIN:
00465240) was liable to retire by rotation and being eligible offered himself for reÂ¬
appointment and Members have approved re-appointment of Mr. Shreyas R. Virani (DIN:
00465240) at same terms.

-Further, Mr. Rameshkumar D. Virani (DIN: 00313236), liable to retire by rotation at this
ensuing Annual General Meeting of the Company pursuant to provision of section 152(6)
of the Companies Act, 2013 and being eligible offer himself for re-appointment.

Brief profile of Directors seeking re-appointment/Appointment are attached to this
Boardâs report as Annexure 01 and also attached to Notice

CHANGES IN KMP:

During the year under review, there has been no change in the key Managerial Personnel
of the Company. Following are the KMPs of the Company as on 31^st March, 2025:

1) Mr. Rameshkumar D. Virani (DIN: 00313236) - Managing Director

2) Mr. Shreyas R. Virani (DIN: 00465240) - Whole Time Director and CFO

3) Ms. Zalak K. Upadhyay - Company Secretary and Compliance Officer.

Independent Directors:

As on 31^st March, 2025, Mrs. Charmiben Vasani (DIN: 10721628), Mr. Biju Mathew (DIN:
10730618), Mr. Vijay Narendrabhai Kalariya (DIN: 10454403) and Mr. Gulabbhai
Kapurchandrabhai Patil (DIN:10996858) are the Independent Directors of the Company.

Changes in the Independent Directors of the Company is already given above.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, all Independent Directors of the Company have enrolled themselves on the
Independent Directors Databank. Mr. Vijay Narendrabhai Kalariya (DIN: 10454403), Mrs.
Charmiben Manishbhai Vasani (DIN: 10721628), Mr. Biju Mathew (DIN: 10730618), and
Mr. Gulabbhai Kapurchandrabhai Patil (DIN:10996858) will undergo for the online
proficiency self-assessment test within the specified timeline unless exempted under the
aforesaid Rules.

Hence as on 31^st March, 2025, the Board of Directors of the Company is duly constituted
and composed as follows:

Sr. No.	Name & DIN of Director	Original Date of appointment	Designation	Category
1	Mr. Rameshkumar Durlabhjibhai Virani DIN:00313236	14/01/2005	Chairman & Managing Director	Executive- nonÂ¬ independent
2	Mr. Shreyas Rameshbhai Virani DIN: 00465240	14/04/2007 As CFO appointed w.e.f 26/02/2019	Whole time Director and CFO	Executive- nonÂ¬ independent
3	Mr. Vijay Narendrabhai Kalariya DIN: 10454403	09/01/2024	Director	Non-Executive & Independent Director
4	Mrs. Charmiben Manishbhai Vasani	09/08/2024	Director	Non-Executive & woman Independent

DIN:10721628

Director

Mr. Biju Mathew
DIN:10730618

09/08/2024

Director

Non-Executive &
Independent Director

Mr. Gulabbhai
Kapurchandrabhai Patil
DIN:10996858

25/03/2025

Additional

Director

Non-Executive &
Independent Director

None of the Directors are disqualified to be continued to act as Director of the Company.

25) DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meets the criteria of independence as provided
in Section 149(6) of the Act along with Rules framed thereunder and as per Regulation
16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) at the first meeting of the
Board of financial year and at the time of appointment and in the first meeting held after
appointment. In Furtherance, Company has also received confirmation that they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence and that they are independent
of the management. There has been no change in the circumstances affecting their status
as independent directors of the Company. Further, Independent directors have complied
with the code of conduct as specified for Independent Directors prescribed in Schedule IV
to the Act.

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

26) NUMBER OF MEETINGS OF THE BOARD AND GENERAL MEETING AND
ATTENDENCE AND OTHER RELATED DETAILS:

The Board has met 6 (Six) times during the financial year 2024 -25.

Separate Meeting of Independent Director:

One meeting of the Independent Director of the Company was held on 14^th September,
2024 for review of performance of non-Independent directors and the Board of Directors
as a whole, review the performance of Chairman taking into account view of executive
directors and non-executive directors and to assess the quality, quantity and timeliness
of flow of information between the management of the listed entity and the board of
directors that is necessary for the board of directors to effectively and reasonably perform
their duties.

Details pertaining to Presence of Board Meetings are presented below:

Sr. No.	Name of Directors Designation as on 31-03-2025	Mr. Rameshkumar D. Virani Managing Director	Mr. Shreyas R. Virani Whole-Time Director	Mr. Vijay N. Kalaria Independent Director (Appointed w.e.f 09-01-2024)	Ms. Charmiben Manishbhai Vasani Independent Woman Director (Appointed w.e.f 09/08/2024)	Mr. Biju Mathew Independent Director (Appointed w.e.f 09/08/2024)
	Dates of Board Meeting
1	09-05-2024	Present	Present	Present	N.A	N.A
2	15-06-2024	Present	Present	Present	N.A	N.A
3	09-08-2024	Present	Present	Present	N.A	N.A

4	13-11-2024	Present	Present	Present	Present	Present
5	10-02-2025	Present	Present	Present	Present	Present
6	25-03-2025	Present	Present	Present	Present	Present

Sr. No.	Name of Directors Designation as on 31-03-2025	Mr. Gulabbhai K. Patil Additional Independent Director (Appointed w.e.f 25/03/2025)	Mr. Vivek Kumar M. Manavadaria Independent Director (Appointed w.e.f 09-08-2024 and Resigned w.e.f 25/03/2025)	Ms. Aarti Chintan Sodha Independent Director (Ceased w.e.f 03/09/2024)	Mr. Issacthomas Charianthom as Kavunkal Independent Director (Ceased w.e.f 03/09/2024)
	Dates of Board Meeting
1	09-05-2024	N.A.	N.A.	Present	Present
2	15-06-2024	N.A.	N.A.	Present	Present
3	09-08-2024	N.A.	N.A.	Present	Present
4	13-11-2024	N.A.	Present	N.A.	N.A.
5	10-02-2025	N.A.	Present	N.A.	N.A.
6	25-03-2025	N.A.	N.A.	N.A.	N.A.

Company Secretary Ms. Zalak Upadhyay has also attended all the Board meetings.

Details of Previous Annual General Meeting Presence, Last Three years Annual General
Meeting, Directorship, Chairmanship and Membership in other Companies are presented
hereunder:

Sr. No.	Name of Director	Category	Attendance at Last AGM held on 24-09Â¬ 2024
1	Mr. Rameshkumar D Virani	NI- E and Chairman	YES
2.	Mr. Shreyas R. Virani	NI-E	YES
3	Mr. Vivek Kumar M. Manavadaria	IND-NE	YES
4.	Ms. Charmi Vasani	IND-NE	YES
5.	Mr. Vijay Narendrabhai Kalaria	IND-NE	YES
6.	Mr. Biiu Mathew	IND-NE	NO

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

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

No.	Name of Director	No. of other Directorship	Membership in the Committee of other Company	Chairmanship At the Committee of other Company
1	Mr. Rameshkumar Durlabhjibhai Virani	Nil	Nil	Nil

	DIN:00313236
2	Mr. Shreyas Rameshbhai Virani DIN:00465240	Nil	Nil	Nil
3	Mr. Vijay Narendrabhai Kalariya DIN: 10454403	Nil	Nil	Nil
4	Mrs. Charmiben Manishbhai Vasani DIN: 10721628	Nil	Nil	Nil
5	Mr. Biju Mathew DIN:10730618	Nil	Nil	Nil
6	Mr. Gulabbhai Kapurchandrabhai Patil DIN:10996858	Nil	Nil	Nil

GENERAL BODY MEETING:

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

Financial Year	Location	Date	Day	Time
2023-2024	50 E, Bhaktinagar Industrial Estate, Rajkot - 360 002	24^th September, 2024	Tuesday	11:00 A.M.
2022-2023	50 E, Bhaktinagar Industrial Estate, Rajkot - 360 002	26^th September, 2023	Tuesday	11:00 A.M.
2021-2022	50 E, Bhaktinagar Industrial Estate, Rajkot - 360 002	28^th September, 2022	Wednesday	11:00 A.M.

Whether Special Resolution Passed in the Last Three (3) Annual General Meeting: Yes- as
mentioned below:

- Special Resolution was passed in the 35^th Annual General Meeting convened on 28^thSeptember, 2022 for approving Re- appointment of Mr. Rameshkumar D. Virani (DIN:
00313236) as Managing Director of the Company for a further term of five (5) years w.e.f
29th September, 2022, liable to retire by rotation and at a Remuneration of Rs.
13,20,000.00 p.a. - Maximum remuneration i.e. Rs. 1,10,000 per month for a period of 3
years effective from the date of re-appointment.

- Special Resolutions were passed in the 37^th Annual General Meeting convened on 24^thSeptember, 2024 for Appointment/Regularization of (1) Mr. Vijay Narendrabhai Kalariya
(DIN 10454403) (2) Mrs. Charmiben Manishbhai Vasani (DIN 10721628) (3) Mr.
Vivekkumar Maganbhai Manavadaria (DIN 10730165) and (4) Mr. Biju Mathew (DIN
10730618), as an Independent Directors on the Board of the Company.

(a) Were put through postal ballot last year : No

(b) Are proposed to be conducted through postal ballot this year : No

27) POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

The Companyâs 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 Nomination & Remuneration policy and disclosed in the website of the
Company at https: / /www.sarautoproductsltd.com/ company-policies.html

28) 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 and Nomination and remuneration committee. In Furtherance Independent
Directors have also met once during a year without non-independent directors for review
of performance of non-independent directors and the Board of Directors as a whole,
review the performance of Chairman taking into account view of executive directors and
non-executive directors. Evaluation made on various criteriaâs such as analyzing skill of
Directors related to Leadership, Strategy Formulation and execution, financial planning /
performance, skill related to maintenance of relationship including both i.e. internal and
external relationship, participation in the decision making, presence of board meeting,
knowledge and competency, assessment of risk factors etc.

Observations of board evaluation carried out for the year: NIL
Previous yearâs observations and actions taken : NIL

Proposed actions based on current year observations : NOT REQUIRED

29) 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, to provide assistance to the Board of
Directors in overseeing the Boards responsibilities and as per requirement of Companies
Act, 2013, your Company has constituted an Audit Committee pursuant to provision of
section 177 of the Companies Act, 2013 and as per Regulation 18 of SEBI (LODR)
Regulations, 2015.

(I) COMPOSITION OF COMMITTEE:

Audit Committee consist of the following Members

AUDIT COMMITTEE

The Committee comprises the following Directors as members upto 3^rd September, 2024:

1) Mr. Issacthomas C. Kavunkal - Non-Executive Independent director - Chairman

2) Ms. Aarti C. Sodha - Non executive independent director - Member

3) Mr. Shreyas R. Virani Non-Independent Executive Director - member

Mr. Issacthomas C. Kavunkal, Non-Executive Independent director and Ms. Aarti Sodha NonÂ¬
Executive Independent director has ceased as an Independent Director w.e.f 03^rd September,
2024 and also ceased to be the Committee member of Audit Committee, hence committee got
reshuffled w.e.f 04^th September, 2024.

HENCE, W.E.F 04^th SEPTEMBER, 2024 following is the Composition of Audit Committee:

1) Mr. Vijaybhai N. Kalariya-- Non-Executive Independent director - Chairman

2) Mrs. Charmiben Vasani- Non executive independent director - Member

3) Mr. Shreyas R. Virani Non-Independent Executive Director - member

(II) BRIEF TERMS OF REFERENCE:

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

â¢ Overseeing the Companyâs financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct, sufficient and
credible.

â¢ The recommendation for appointment, remuneration and terms of appointment, of the

auditors of the company.

â¢ Review and monitor the auditorâs independence and performance and effectiveness of
the audit process & approval of Payment to Statutory Auditors for any other services
rendered by the Statutory Auditors.

â¢ Reviewing with the management the financial statements and auditorâs report thereon
before submission to the Board, focusing primarily on

1. Matters to be included in the Directors Responsibility Statement to be included in
the Boardâs report in terms of Clause (c) of sub-section 3 of Section 134 of the
Companies Act, 2013.

2. Changes to any accounting policies and practices.

3. Major accounting entries based on the exercise of judgement by Management.

4. Significant adjustments if any, arising out of audit findings.

5. Compliance with respect to accounting standards, listing agreements and legal.

6. requirements concerning financial statements.

7. Disclosure of any related party transactions.

8. Modified opinion (s) in the draft audit report.

â¢ Examination and review of quarterly, half yearly financial statement including Limited
Review Report/ Auditorâs report thereon.

â¢ Approval of any subsequent modification of transactions of the company with related
parties.

â¢ Scrutiny of Inter-Corporate loans and investments.

â¢ Valuation of undertaking or assets of the Company, whenever it necessary.

â¢ Review of the adequacy of internal audit function and discuss with Internal Auditors of
any significant findings and follow up thereon.

â¢ Evaluation of internal financial controls and risk management system.

â¢ to review the functioning of the whistle blower mechanism

â¢ Other matters as may be prescribed from time to time to be deal with or handled by the
Audit Committee pursuant to provisions of the Companies Act, 2013 the Rules there
under, SEBI (LODR) Regulations, 2015 and any other functions as may be assigned to
the committee by the Board from time to time.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

Four (4) Meetings of Audit Committee were held during financial year 2024-25 on (1) 09Â¬
05-2024, (2) 09-08-2024, (3) 13-11-2024 and (4)10-02-2025. All the Members have
attended all the meetings of Audit Committee. All the recommendations of Audit
Committee have been accepted by the Board of Directors of the Company.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the
meeting and attended all the meetings.

2. NOMINATION AND REMUNERATION COMMITTEE:

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

(I) COMPOSITION OF COMMITTEE:

The Committee comprises the following Directors as members upto 3^rd September, 2024:

1) Mr. Issacthomas C. Kavunkal - Non-Executive Independent director - chairman

2) Ms. Aarti C. Sodha - Non executive independent director - Member

3) Mr. Vijay N. Kalaria Non-Independent Executive Director - member

Mr. Issacthomas C. Kavunkal, Non-Executive Independent director and Ms. Aarti Sodha NonÂ¬
Executive Independent director has ceased as an Independent Director w.e.f 03^rd September,

2024 and also ceased to be the Committee member of Nomination and Remuneration

Committee, hence committee got reshuffled w.e.f 04^th Setpember, 2024.

HENCE, W.E.F 04^th SEPTEMBER, 2024 following is the Composition of Nomination and

Remuneration Committee:

1) Mr. Vijaybhai N. Kalariya--- Non executive Independent director - Chairman

2) Mrs. Charmiben Vasani- Non executive independent director - Member

3) Mr. Biju Mathew: Non executive independent director - Member

(II) BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

The Broad terms of reference of Nomination and Remuneration Committee are as

follows: -

â¢ Identify persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, recommends to
the Board their appointment and remove and shall carry out evaluation of every
director''s performance.

â¢ Formulate the criteria for determining qualifications, positive attributes and
independence of director and recommended to the Board a policy relating to the
remuneration for the directors, Key Managerial personnel (KMP) and other
employees.

â¢ To approve, in the event of loss or inadequate profits in any year, minimum
remuneration payable to the Whole-Time Directors/Managing Directors within the
limits and to the parameters prescribed in Schedule V to Companies Act, 2013.

â¢ Whether to extend or continue the term of appointment of the Independent
Director, on the basis of the report of performance evaluation of Independent
Directors.

â¢ Devising a policy on diversity of Board of Directors.

â¢ Other matters as may be prescribed from time to time to be deal with or handled by
the Nomination and Remuneration Committee pursuant to provisions of the
Companies Act, 2013 the Rules there under, SEBI (LODR) Regulations, 2015 and
any other functions as may be assigned to the committee by the Board from time to
time.

Details of remuneration paid:

1. Mr. Shreyas R. Virani, Whole-Time Director was paid Rs. 10,55,964.00 as
Managerial remuneration during the year 2024-25.

2. Mr. Rameshbhai D. Virani, Managing Director was paid Rs. 11,61,522.00 as
Managerial remuneration during the year 2024-25.

No sitting fees and no other payments were made to any Non-Executive and Independent

Directors of the Company.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

Three (3) meetings of the Nomination and Remuneration Committee were held during the
financial year 2024-25 on (1) 05-06-2024, (2) 08-08-2024 and (3) 01-02-2025 and all the
members were present.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the
meeting and attended all the meetings.

3. STAKEHOLDERS RELATONSHIP COMMITTEE:

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

(I) COMPOSITION OF COMMITTEE:

The Committee comprises the following Directors as members till 03^rd September, 2024:

1) Mr. Issacthomas C. Kavunkal - Non-Executive Independent director - Chairman

2) Mr. Shreyas R. Virani - executive director - Member

3) Mr. Rameshkumar D. Virani - Executive Director - member

Mr. Issacthomas C. Kavunkal, Non-Executive Independent director has ceased as an
Independent Director w.e.f 03^rd September, 2024 and also ceased to be the Committee
member of Stakeholders Relationship Committee, hence committee got reshuffled w.e.f 04^thSeptember, 2024.

HENCE, W.E.F 04^th SEPTEMBER, 2024 following is the Composition of Stakeholders
Relationship Committee:

1) Mrs. Charmiben Vasani- Non- Executive Independent director - Chairperson

2) Mr. Shreyas R. Virani - Executive director - Member

3) Mr. Rameshkumar D. Virani - Executive Director - member

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

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

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2024-25, Two (2) Committee meeting was held on (1) 08-05-2024 and (2)
08-02-2025 and all the members have attended both the Committee Meetings.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the
meeting and attended all the meetings.

4. CORPORATE SOCIAL RESOPONSIBILITY COMMITTEE:

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

I. COMPOSITION OF THE COMMITTEE:

The Committee comprises the following Directors as members till 03^rd September, 2024.

1) Mr. Rameshkumar D. Virani - Executive Director - Chairman

2) Mr. Shreyas R. Virani - Executive director - Member

3) Mr. Issacthomas C. Kavunkal - Non-Executive Independent director

Mr. Issacthomas C. Kavunkal, Non-Executive Independent director has ceased as an
Independent Director w.e.f 03^rd September, 2024 and also ceased to be the Committee
member of Corporate Social Responsibility (CSR), hence committee got reshuffled w.e.f 04^thSeptember, 2024.

HENCE, W.E.F 04^th SEPTEMBER, 2024 following is the Composition of Stakeholders
Relationship Committee:

1) Mr. Rameshkumar D. Virani - Executive Director - Chairman

2) Mr. Shreyas R. Virani - Executive director - Member

3) Mr. Biju Mathew - Non- Executive Independent director- Member

II. BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

(a) Formulate and recommend to the board, a Corporate Social Responsibility Policy
which shall indicate the activities to be undertaken by the Company as specified in
Schedule VII.

(b) Recommend the amount of expenditure to be incurred on the activities referred to in
Clause (a) as and when applicable and

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2024-25 the Committee met one (1) time on 08-08-2024 and all the
members have attended the meeting.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the
meeting and attended the meeting.

5. RISK MANAGEMENT COMMITTEE

I. COMPOSITION OF THE COMMITTEE:

Company has voluntary framed the Risk Management Committee, which comprised of
the following members till 03^rd September, 2024:

1) Mr. Shreyas R. Virani - executive director - Chairman

2) Mr. Rameshkumar D. Virani - Executive Director - Member

3) Mr. Issacthomas C. Kavunkal - Non-Executive Independent director- Member

Mr. Issacthomas C. Kavunkal, Non-Executive Independent director has ceased as an
Independent Director w.e.f 03^rd September, 2024 and also ceased to be the Committee
member of Risk Management Committee, hence committee got reshuffled w.e.f 04^thSeptember, 2024.

HENCE, W.E.F 04^th SEPTEMBER, 2024 following is the Composition of Risk Management
Committee:

1) Mr. Shreyas R. Virani - Executive director - Chairman

2) Mr. Rameshkumar D. Virani - Executive Director - Member

3) Mr. Vijaybhai Kalariya - Non- Executive Independent director- Member

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

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

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2024-25 the Committee met one (1) time on 08-08-2024 and all the
members have attended the meeting.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the
meeting and attended the meeting.

30) DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(C) and 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 Indian accounting
standards had been followed and there has been no material departures;

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.

31) STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

We the Directors of the Company hereby states the Company has complied applicable
Secretarial Standards i.e. SS 1 and SS 2 related to Board and General Meetings to the
extend its applicable.

32) AUDITORS AND AUDITORSâ REPORT:

STATUTORY AUDITORS

Pursuant to provision of section 139 of the Companies Act, 2013, M/s. J. A. Sheth &
Associates, (FRN:119980W), Chartered Accountants, Rajkot, has been re-appointed as
Statutory Auditors of the Company by the Members of the Company at 35th Annual
General Meeting (AGM) held on 28th September, 2022 for a period of 5 years to hold
office from the conclusion of the 35th AGM until the conclusion of the 40^th AGM of the
financial year 2026-27.

M/s. J.A. Sheth & Associates has confirmed that he is eligible to continue to act as
Statutory auditor of the Company till the Conclusion of Annual General Meeting of the
Financial year 2026-27 and to conduct audit for the year 2025-26.

STATUTORY AUDITORSâ REPORT & NO FRAUD REPORTING:

The observations of Auditor in his 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. No fraud has been
reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring
disclosure in the Boardâs Report.

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 2024-25 and also re-appointed to conduct
Secretarial Audit for the financial year 2025-26.

SECRETARIAL AUDITORSâ REPORT:

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed
herewith to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. Secretarial Auditors Report in the prescribed format i.e.
FM MR-3 is attached in this report as Annexure 05.

COST AUDIT/RECORD:

The Company is not falling under the ambit of section 148 of the Companies Act, 2013
and the Companies (Cost Records & Audit) amendment Rules, 2014 is not applicable to
the Company. Hence company has not maintained Cost Records and Cost audit is not
applicable.

33) CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to conduct its business in a socially responsible, ethical and
environmentally friendly manner and to continuously work towards improving quality of
life of the communities in its operational areas. The Company has duly constituted CSR
Committee, which is responsible for fulfilling the CSR objectives of the Company and this
committee is framed with a motive to pay back for the society as and when it gets
opportunity. Details relating to Composition and Meeting of CSR Committee is given
above in the point relating to Committees of the Board.

However, provisions of section 135 of the Companies Act, 2013 related to CSR is not
applicable to Company.

34) 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 06 and attached to this report.

35) ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
March 31, 2025 is available on the Companyâs website on www.

https: / /www.sarautoproductsltd.com/annual-returns.html.

36) RISK MANAGEMENT:

The Company has identified the key risks area which may affect the business goals and
periodically revisits the relevance of the identified risks and progress of the mitigation
plans undertaken. The Risk Management Committee and the Audit Committee is
responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The Audit committee has additional oversight in area of financial risks and
controls.

37) DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

During the year under consideration, there were no such kind instances by/with the
company, so no details are required to be mentioned herewith.

38) DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, there were no application made and no any proceeding is pending
against the Company under the Insolvency and Bankruptcy Code, 2016.

39) WHISTLE BLOWER POLICY (VIGIL MECHANISM):

Whistle Blower (vigil mechanism) is a mechanism which provides a format for all
stakeholders, employees and directors of the Company to approach the Chairman of the
Audit Committee of the Company and make protective disclosures about the unethical
behavior towards stakeholder/employee of the company, leak of UPSI, actual or
suspected fraud or violation of the Companyâs Code of Conduct and the Company has a
Whistle Blower Policy (Vigil Mechanism) and has established the necessary mechanism
pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI
(LODR) Regulations, 2015, Regulation 9A(6) of SEBI (Prohibition of Insider Treading)
Regulation, 2015 for all the Stakeholder, Employee and Director of the Company to report
their genuine concern or grievance and the audit committee shall oversee the vigil
mechanism. The Vigil mechanism will provide adequate safeguards against victimization
of employees and directors who avail of the vigil mechanism. The Whistle Blower Policy is
an extension of the exiting Code of Conduct of the Company, which requires every
employee to promptly report to the Management any actual or possible violation of the
Code or an event he becomes aware of that could affect the business or reputation of the
Company. The disclosures reported are addressed in the manner and within the time
frames prescribed in the Policy. Under the Policy, each employee of the Company has an
assured access to the Ethics Counselor/Chairman of the Audit Committee.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation for the continued
cooperation, guidance, support and assistance received 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

Date: 7^th August, 2025 Sar Auto Products Limited

Rameshkumar D. Virani
Chairman and Managing Director
DIN: 00313236

Mar 31, 2024

Your Directors have pleasure in presenting the 37^th Annual Report of the Company together with the Audited Financial Accounts for the year ended 31^st March, 2024.

1) FINANCIAL SUMMARY AND HIGHLIGHTS:

(Amt in Rs. in Lacs Except EPS)
Financial Results	2023-24	2022-23

Revenue from operations	2003.58	1160.68
Add : Other Income	83.56	33.35
Total Income	2087.14	1194.03
Less : Total Expenditure (Excluding Depreciation & Amortization Expense & Finance Cost)	1810.28	966.28
Profit/(Loss) before Depreciation & Amortization Expense and Finance Cost	276.86	227.75
Less: Finance cost	10.08	12.79
Less: Depreciation & Amortization Expense	114.90	125.14
Profit / (Loss) before tax	151.88	89.81
Less: Provision for tax:
Current Tax	34.40	23.47
Prior Period Taxes	0	0
Deferred Tax Assets /Liabilities	0.78	4.56
Profit/(Loss) after tax	116.70	61.78
Other Comprehensive Income	(2.52)	0.71
Total Comprehensive Income	114.18	62.49
EARNING PER SHARE (BASIC & DILUTED)	2.45	1.30

2) REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

During the year, the Company has made revenue from operation of Rs. 2003.58 Lacs in comparison to previous year of Rs. 1160.68 Lacs i.e increased by approximately 42.07% and the Company has made Profit of Rs. 116.70 Lacs and total comprehensive Income of Rs. 114.18 Lacs in comparison to Profit after tax of previous year of Rs. 61.78 Lacs and total comprehensive of Rs. 62.49 Lacs. Hence, in comparison to financial year 2022-23, Turnover and profitability of the Company both has increased. Management is hopeful to achieve better performance in coming years. Further, due to external political situation, Export sale of the Company also got reduced. During the year 2023-24, Export sales is of Rs. 2.06 Lacs in comparison to previous year of Rs. 2.31 Lacs.

Management is continuously analyzing various situation considering internally and externally both, various rules and regulations of government of various countries and opportunities available and its effect on business. Management is still working hard and looking forward to explore market in the gears and in the wide range of automotive parts.

Though it is very difficult to predict the future situation but Management hopes to cop up with the situation and optimist towards the growth of the business of the Company. Economic outlook, Future Prospects and overview of the business is given in Management Discussion and Analysis Report attached with the Report.

3) STATE OF THE COMPANYâS AFFAIRS:

-The Company is working in single segment namely the manufacturing Segment includes manufacturing of gears, gear boxes and other transmission components.

- During the year 2023-24, there has been no change in the status of the Company.

- There has been no change in financial year of the Company.

-There has been no event having material impact on the Companyâs affairs.

4) DIVIDEND:

With a view of plough back of Profit, your directors do not recommend any dividend.

5) CAPTIAL STRUCTURE OF THE COMPANY:

There is no change in capital structure of your company for the year under Review. The Authorized Share Capital of the Company is of Rs. 10,00,00,000/- (Rupees Ten Crores) consisting of 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each and Issued, Subscribed and Paid-up capital of the Company is of Rs. 4,76,47,400 (Rupees Four Crore Seventy Six Lacs Forty Seven Thousand Four Hundred) consisting of 47,64,740 (Forty Seven Lacs Sixty Four Thousand Seven Hundred and Forty) Equity Shares of Rs. 10/-each. Your Company does not have Debt securities.

6) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT, 2013:

During the year 2023-24, your Company has not given any loan, guarantee and has not made any Investments. Investment made earlier by the Company are within the limit prescribed under section 186 of the Companies Act, 2013.

7) TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the General Reserves for the year ended on 31^st March, 2024.

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

The Company has no Holding, Subsidiary and Associate Company and as such all disclosure pertaining to Consolidation of Accounts and AOC-I is not applicable for the Company.

9) DEPOSITS:

Company has not accepted any deposit and as such no amount of deposit whether Principal or interest thereon was Outstanding as of the Balance Sheet. Company has availed unsecured loan from Director and as on 31^st March, 2024 outstanding balance of Loan from Director is of Rs. 1307.05 Lacs.

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

11) MAJOR EVENTS & CHANGE IN NATURE OF BUSINESS OF THE COMPANY

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

12) 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 RELATES 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.

13) INTERNAL FINANCIAL CONTROLS:

âInternal financial controlsâ means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operation was observed. Report on Internal Financial Control over Financial reporting is given by Statutory Auditor as Annexure B to the Independent Auditorâs Report and forms part of this Annual Report.

14) 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.

15) SEGMENT REPORTING:

The Company is working in single segment namely the manufacturing Segment includes manufacturing of gears, gear boxes and other transmission components and hence segment reporting is not applicable.

16) 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. During the year under review, the industrial relation with Human Resources continued to be extremely cordial The Board wishes to take place on record its appreciation for the valuable services rendered by its entire workforce. During the year there was no instance of Strike, Lock out or another

issues related to Human Resources. Company is taking precaution at the Company to maintain the safety of Human resources.

17) OVERVIEW OF THE INDUSTRY AND OUTLOOK:

The aforesaid details are given in the Management Discussion and Analysis Report attached herewith the report.

18) MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

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

19) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company is not required to frame a policy on prevention of Sexual Harassment policy of W omen at workplace and accordingly not required to frame committee as per the aforesaid Act. However, your Company has always believed in providing a safe and harassment free workplace for every individual working in Sar Autoâs premises through various interventions and practices.

20) PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in as Annexure 04 to Boardâs report.

21) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

22) NON APPLICABILITY OF CORPORATE GOVERNANCE & SOME REGULATIONS OF SEBI(LODR) REGULATIONS,2015:

Company is having paid up equity share capital of Rs. 4,76,47,400 which is not exceeding Rs.10 crore and Net worth is Rs. 15.65 Crore as on financial year 31^st March, 2023 and as on 31^st March, 2024, Net worth is of Rs. 16.82 Crores, which is not exceeding Rs.25 crore, as on the last day of the financial year. Hence as per Regulation 15 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulations 17,17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of the 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 per aforesaid Regulations are not presented. However, Company will work by considering the base of Corporate Governance.

23) INVESTOR EDUCATION & PROTECTION FUND:

Company was neither required to transfer any shares nor any amount to Investor Education and Protection Fund (IEPF).

24) DIRECTORS AND KEY MANAGERIAL PERSONNEL:CHANGE IN BOARD OF DIRECTORS DURING THE YEAR :

During the year 2023-24

- Ms. Bhumikaben Vinodbhai Kalariya (DIN: 09335219) has resigned as Independent director due to Pre-Occupation and personal reason w.e.f 10^th October,2023 and thereby Ms. Bhumikaben Vinodbhai Kalariya (DIN: 09335219) ceased as an Independent woman director of the Company w.e.f 10^th October,2023.

- Members of the Company at 36^th Annual General Meeting held on 26^th September, 2023 has approved the re-appointment of Mr. Shreyas R. Virani (DIN: 00465240) as Whole Time Director of the Company for a further period of five (5) years w.e.f 30^th September, 2023 who is liable to retire by rotation and at a Remuneration of Rs. 12,00,000 p.a. -Maximum remuneration i.e. Rs. 1,00,000 per month for a period of 3 years effective from the date of re-appointment

- Mr. Vijay Narendrabhai Kalariya (DIN: 10454403) was appointed as an Additional Independent Director on the Board of the Company w.e.f 09^th January, 2024 for a period of 5 years, subject to ratification/appointment as regular director at the annual general meeting pertaining to financial ended on 31^st March, 2024 and being eligible Board of Directors of the Company seeks approval at ensuing Annual General Meeting of the Members of the Company for his appointment/regularization as an Independent Director, not liable to retire by rotation.

CHANGE IN BOARD OF AFTER THE CLOSURE FINANCIAL YEAR 2023-24

- Ms. Charmiben Manishbhai Vasani (DIN: 10721628) was appointed as an Additional Independent Director on the Board of the Company w.e.f 09^th August, 2024 for a period of 5 years, subject to ratification/appointment as regular director at the annual general meeting pertaining to financial ended on 31^st March, 2024 and being eligible Board of Directors of the Company seeks approval at ensuing Annual General Meeting of the Members of the Company for her appointment/regularization as an Independent Director, not liable to retire by rotation.

- Mr. Vivekkumar Maganbhai Manavadaria (DIN: 10730165) was appointed as an Additional Independent Director on the Board of the Company w.e.f 09 ^th August, 2024 for a period of 5 years, subject to ratification/appointment as regular director at the annual general meeting pertaining to financial ended on 31^st March, 2024 and being eligible Board of Directors of the Company seeks approval at ensuing Annual General Meeting of the Members of the Company for his appointment/regularization as an Independent Director, not liable to retire by rotation.

- Mr. Biju Mathew (DIN: 10730618) was appointed as an Additional Independent Director

on the Board of the Company w.e.f 09^th August, 2024 for a period of 5 years, subject to ratification/appointment as regular director at the annual general meeting pertaining to financial ended on 31^st March, 2024 and being eligible Board of Directors of the Company seeks approval at ensuing Annual General Meeting of the Members of the

Company for his appointment/regularization as an Independent Director, not liable to retire by rotation.

EXPIRY OF SECOND TERM OF EXISTING INDEPENDENT DIRECTORS

Second Term of five years of existing two Independent Directors of the Company i.e. of Mr. Issacthomas Charianthomas kavunkal (DIN: 02995332) and of Ms. Aarti Chintan Sodha (DIN: 06978954) is about to be expire on September 03,2024 and accordingly they will ceased as an Independent Director of the Company on September 03,2024.

DIRECTOR LIABILE TO RETIRE BY ROTATION AT ENSUING ANNUAL GENERAL MEETING

- Pursuant to provision of section 152(6) of the Companies Act, in 36^th Annual General Meeting of the Company held on 26^th September, 2023 Mr. Rameshkumar D. Virani (DIN: 00313236) was liable to retire by rotation and being eligible offered himself for reappointment and Members have approved re-appointment of Mr. Rameshkumar D. Virani (DIN: 00313236) at same terms.

- Further, Mr. Shreyas R. Virani (DIN: 00465240), retires at this ensuing Annual General Meeting of the Company pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible offer himself for re-appointment.

Brief profile of Directors seeking re-appointment/Appointment are attached to this Boardâs report as Annexure 01 and also attached to Notice

Changes in KMP:

During the year under review, there has been no change in the key Managerial Personnel of the Company. Following are the KMPs of the Company as on 31^st March, 2024:

1) Mr. Rameshkumar D. Virani (DIN: 00313236) - Managing Director

2) Mr. Shreyas R. Virani (DIN: 00465240) - Whole Time Director and CFO

3) Ms. Zalak K. Upadhyay - Company Secretary and Compliance Officer.

Independent Directors:

As on 31^st March, 2024, Mr. Issacthomas Charianthomas Kavunkal (DIN: 02995332), Ms. Aarti Chintan Sodha (DIN: 06978954) and Mr. Vijay Narendrabhai Kalariya (DIN: 10454403) are the Independent Directors of the Company.

Changes in the Independent Directors of the Company is already given above.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank. Mr. Issacthomas Charianthomas Kavunkal (DIN: 02995332) and Ms. Aarti Chintan Sodha (DIN: 06978954) are exempted for the online proficiency self-assessment test. Mr. Vijay Narendrabhai Kalariya (DIN: 10454403), Mrs. Charmiben Manishbhai Vasani - DIN: 10721628, Mr. Vivekkumar Maganbhai Manavadaria

- DIN: 10730165 and Mr. Biju Mathew - DIN: 10730618 will undergo for the online proficiency self-assessment test within the specified timeline unless exempted under the aforesaid Rules.

Hence as on 31^st March, 2024, the Board of Directors of the Company is duly constituted and composed as follows:
Sr. No.	Name & DIN of Director	Original Date of appointment	Designation	Category
1	Mr. Rameshkumar Durlabhjibhai Virani DIN: 00313236	14/01/2005	Chairman & Managing Director	Executive- NonIndependent
2	Mr. Shreyas Rameshbhai Virani DIN: 00465240	14/04/2007	Whole time Director and CFO	Executive- NonIndependent
3	Mr. Issacthomas Charianthomas Kavunkal DIN: 02995332	01/03/2010 (Original Date of appointment)	Director	Non-Executive & Independent Director
4	Ms. Aarti C. Sodha DIN: 06978954	12/09/2014	Director	Non-Executive & Independent Director
5	Mr. Vijay Narendrabhai Kalariya DIN: 10454403	09/01/2024	Additional Director	Non-Executive & Independent Director

None of the Directors are disqualified to be continued to act as Director of the Company.

25) DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and as per Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) at the first meeting of the Board of financial year and at the time of appointment and in the first meeting held after appointment. In Furtherance, Company has also received confirmation that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. There has been no change in the circumstances affecting their status as independent directors of the Company.

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

26) NUMBER OF MEETINGS OF THE BOARD AND GENERAL MEETING AND ATTENDENCE AND OTHER RELATED DETAILS:

The Board has met 8 (Eight) times during the financial year 2023 -24.

Separate Meeting of Independent Director:

One meeting of the Independent Director of the Company was held on 22^nd September, 2023 for review of performance of non-Independent directors and the Board of Directors as a whole, review the performance of Chairman taking into account view of executive directors and non-executive directors and to assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

Details pertaining to Presence of Board Meetings are presented below:

Sr. No.	Name of Directors Designation as on 31-03-2024	Mr. Rameshkum-ar D. Virani Managing Director	Mr. Shreyas R. Virani Whole-Time Director	Mr. Issacthomas C. Kavunkal Independent Director	Ms. Aarti C. Sodha Independent Woman Director	Ms. Bhumika V. Kalariya Independent Director (ceased w.e.f. 10-10-2023)	Mr. Vijay Narendra-bhai Kalariya Additional Independent Director (Appointed w.e.f 09-01-2024)
	Dates of Board Meeting
1	13-05-2023	Present	Present	Present	Present	Present	N.A.
2	09-08-2023	Present	Present	Present	Present	Present	N.A.
3	10-10-2023	Present	Present	Present	Present	N.A	N.A.
4	28-10-2023	Present	Present	Present	Present	N.A	N.A.
5	20-12-2023	Present	Present	Present	Present	N.A	N.A.
6	09-01-2024	Present	Present	Present	Present	N.A	N.A.
7	23-01-2024	Present	Present	Present	Present	N.A	Present
8	28-03-2024	Present	Present	Present	Present	N.A	Present

Company Secretary Ms. Zalak Upadhyay has also attended all the Board meetings.

Details of Previous Annual General Meeting Presence, Last Three years Annual General Meeting, Directorship, Chairmanship and Membership in other Companies are presented hereunder:

Sr. No.		Name of Director		Category		Attendance at Last AGM held on 26-092023
1		Mr. Rameshkumar D Virani		NI- E and Chairman		NO
2.		Mr. Shreyas R. Virani		NI-E		YES
3		Mr. Issacthomas C. Kavunkal		IND-NE		YES
4.		Ms. Aarti C. Sodha		IND-NE		YES
5.		Ms. Bhumika V. Kalariya		IND-NE		YES
NI- Non Independent, NE- Non Executive, IND- Independent, E- Executive NO. OF OTHER COMPANIES/OTHER COMMITTEES OF LISTED COMPANIES IN WHICH DIRECTOR IS DIRECTOR/CHAIRMAN/MEMBER:
No.	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
5	Ms. Bhumika V. Kalariya	Nil	Nil	Nil
6	Mr. Vijay N. Kalariya	Nil	Nil	Nil

GENERAL BODY MEETING: (I) DETAILS OF THE LAST THREE ANNUAL GENERAL MEETINGS:
Financial Year	Location	Date	Day	Time
2022-2023	50 E, Bhaktinagar Industrial Estate, Rajkot - 360 002	26^th September, 2023	Tuesday	11:00 A.M.
2021-2022	50 E, Bhaktinagar Industrial Estate, Rajkot - 360 002	28^th September, 2022	Wednesday	11:00 A.M.
2020-2021	50 E, Bhaktinagar Industrial Estate, Rajkot - 360 002	28^th September, 2021	Tuesday	11:00 A.M.

Whether Special Resolution Passed in the Last Three (3) Annual General Meeting: Yes- as mentioned below:

- Special Resolution was passed in the 35^th Annual General Meeting convened on 28^thSeptember, 2022 for approving Re- appointment of Mr. Rameshkumar D. Virani (DIN: 00313236) as Managing Director of the Company for a further term of five (5) years w.e.f 29th September, 2022, liable to retire by rotation and at a Remuneration of Rs. 13,20,000.00 p.a. - Maximum remuneration i.e. Rs. 1,10,000 per month for a period of 3 years effective from the date of re-appointment.

(a) Were put through postal ballot last year : No

(b) Are proposed to be conducted through postal ballot this year : No

27) POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

The Companyâs 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 Nomination & Remuneration policy and disclosed in the website of the Company at https: / /www.sarautoproductsltd.com/company-policies.html

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 and Nomination and remuneration committee. In Furtherance Independent Directors have also met once during a year without Non-Independent directors for review of performance of non-Independent directors and the Board of Directors as a whole, review the performance of Chairman taking into account view of executive directors and nonexecutive directors. Evaluation made on various criteriaâs such as analyzing skill of Directors related to Leadership, Strategy Formulation and execution, Financial planning / performance, skill related to maintenance of relationship including both i.e. internal and external relationship, participation in the decision making, presence of board meeting, knowledge and competency, assessment of risk factors etc.

Observations of board evaluation carried out for the year : NIL

Previous yearâs observations and actions taken : NIL

Proposed actions based on current year observations : NOT REQUIRED

29) 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 of Directors in overseeing the Boards responsibilities, your Company has constituted an Audit Committee pursuant to provision of section 177 of the Companies Act, 2013 and as per Regulation 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 Section 177 of the Companies Act 2013 are as follows :-

â¢ Overseeing the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

â¢ The recommendation for appointment, remuneration and terms of appointment, of the auditors of the company.

â¢ Review and monitor the auditorâs independence and performance and effectiveness of the audit process & approval of Payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

â¢ Reviewing with the management the financial statements and auditorâs report thereon before submission to the Board, focusing primarily on

1. Matters to be included in the Directors Responsibility Statement to be included in the Boardâs report in terms of Clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

2. Changes to any accounting policies and practices.

3. Major accounting entries based on the exercise of judgement by Management.

4. Significant adjustments if any, arising out of audit findings.

5. Compliance with respect to accounting standards, listing agreements and legal.

6. requirements concerning financial statements.

7. Disclosure of any related party transactions.

8. Modified opinion (s) in the draft audit report.

â¢ Examination and review of quarterly, half yearly financial statement including Limited Review Report/ Auditorâs report thereon.

â¢ Approval of any subsequent modification of transactions of the company with related parties.

â¢ Scrutiny of Inter-Corporate loans and investments.

â¢ Valuation of undertaking or assets of the Company, whenever it necessary.

â¢ Review of the adequacy of internal audit function and discuss with Internal Auditors of any significant findings and follow up thereon.

â¢ Evaluation of internal financial controls and risk management system.

â¢ to review the functioning of the whistle blower mechanism

â¢ Other matters as may be prescribed from time to time to be deal with or handled by the Audit Committee pursuant to provisions of the Companies Act, 2013 the Rules there under, SEBI (LODR) Regulations, 2015 and any other functions as may be assigned to the committee by the Board from time to time.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

Four (4) Meetings of Audit Committee were held during financial year 2023-24 on 13-052023, 09-08-2023, 28-10-2023 and 23-01-2024. All the Members have attended all the meetings of Audit Committee.

Ms. Zalak Upadhyay,Company secretary of the Company has acted as Secretary for the meeting and attended all the meetings.

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

2. NOMINATION AND REMUNERATION COMMITTEE:

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

(I) COMPOSITION OF COMMITTEE:

The Committee comprises the following Directors as members upto 09^th October, 2023 :

1. Mr. Issacthomas C. Kavunkal - Chairman - Non Executive Independent Director

2. Ms. Aarti C. Sodha - Member - Non Executive Independent Director

3. Ms. Bhumika V. Kalariya - Member - Non Executive Independent Director

W.E.F 10^th OCTOBER, 2023 UPTO 08^th JANUARY, 2024 , Following is the Composition of Nomination and Remuneration Committee:

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

Ms. Bhumika V. Kalariya, Non Executive Independent director has ceased as an Independent Director w.e.f 10^th October, 2023 and also ceased to be the Committee member of Nomination and Remuneration Committee, hence committee got reshuffled w.e.f 10^thOctober, 2023 and there were no other Non -Executive director on the Board and hence till the time new Non-executive director got appoint, Company needs to include one of the Executive Director of Board as Committee Member, however, Board has appointed Mr. Vijay Narendrabhai Kalariya (DIN: 10454403) as an additional Non Executive Independent Director on the Board and also as Committee Member of Nomination and Remuneration Committee w.e.f 09^th January, 2024 and thereby has complied with the requirement of Composition of Nomination and Remuneration Committee as per section 178 of the Companies Act, 2013.

HENCE, W.E.F 09^th JANUARY, 2024 following is the Composition of Nomination and Remuneration Committee:

1. Mr. Issacthomas C. Kavunkal - Chairman - Non-Executive Independent Director

2. Ms. Aarti C. Sodha - Member - Non-Executive Independent Director

3. Mr. Vijay N. Kalariya - Member - Additional (Non-Executive Independent Director)

(II) BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

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

â¢ Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommends to the Board their appointment and remove and shall carry out evaluation of every director''s performance.

â¢ Formulate the criteria for determining qualifications, positive attributes and independence of director and recommended to the Board a policy relating to the remuneration for the directors, Key Managerial personnel (KMP) and other employees.

â¢ To approve, in the event of loss or inadequate profits in any year, minimum remuneration payable to the Whole-Time Directors/Managing Directors within the limits and to the parameters prescribed in Schedule V to Companies Act, 2013.

â¢ Whether to extend or continue the term of appointment of the Independent Director, on

the basis of the report of performance evaluation of Independent Directors.

â¢ Devising a policy on diversity of Board of Directors.

â¢ Other matters as may be prescribed from time to time to be deal with or handled by the Nomination and Remuneration Committee pursuant to provisions of the Companies Act, 2013 the Rules there under, SEBI (LODR) Regulations, 2015 and any other functions as may be assigned to the committee by the Board from time to time.

Details of remuneration paid:

1. Mr. Shreyas R. Virani, Whole-Time Director was paid Rs. 10,55,964.00 as Managerial remuneration during the year 2023-24.

2. Mr. Rameshbhai D. Virani, Managing Director was paid Rs. 11,61,522.00 as Managerial remuneration during the year 2023-24.

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

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

Four (4) meetings of the Nomination and Remuneration Committee were held during the financial year 2023-24 on 15-05-2023, 08-08-2023, 10-10-2023 and 11-12-2023 and all the members were present.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the meeting and attended all the meetings.

3. STAKEHOLDERS RELATONSHIP COMMITTEE:

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

(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. Rameshkumar 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 of shareholders/Investors'' grievances relating to various matters such as non-receipt of notices, share certificate, annual reports, dividends, transfer of shares dematerialization of shares and other grievances.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2023-24, Two (2) Committee meeting was held on 13-05-2023 and 23-012024 and all the members have attended both the Committee Meetings.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the meeting and attended all the meetings.

4. CORPORATE SOCIAL RESOPONSIBILITY COMMITTEE:

In accordance with the provisions of section 135 of the Companies Act, 2013 your company have already constituted Corporate Social Responsibility (CSR) Committee to perform social duty through welfare of the society at large (Section 135 of the Companies Act, 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 Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII.

(b) Recommend the amount of expenditure to be incurred on the activities referred to in Clause (a) as and when applicable and

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2023-24 the Committee met one (1) time on 08-08-2023 and all the members have attended the meeting. Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the meeting and attended the meeting.

5. RISK MANAGEMENT COMMITTEE

I. COMPOSITION OF THE COMMITTEE:

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

1. Mr. Shreyas R. Virani - Chairman- Executive Director

2. Mr. Rameshkuamr 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 Business and to manage the Risk and evaluation of Risk Management System.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2023-24 the Committee met one(1) time on 08-08-2023 and all the members have attended the meeting. Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the meeting and attended the meeting.

30) DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(C) and 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 Indian accounting standards had been followed and there has been no material departures;

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.

31) STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

We the Directors of the Company hereby states the Company has complied applicable Secretarial Standards i.e. SS 1 and SS 2 related to Board and General Meetings to the extend its applicable.

32) AUDITORS AND AUDITORSâ REPORT:STATUTORY AUDITORS

Pursuant to provision of section 139 of the Companies Act, 2013, M/s. J. A. Sheth & Associates, (FRN:119980W), Chartered Accountants, Rajkot, has been re-appointed as Statutory Auditors of the Company by the Members of the Company at 35th Annual General Meeting (AGM) held on 28th September, 2022 for a period of 5 years to hold office from the conclusion of the 35th AGM until the conclusion of the 40^th AGM of the financial year 2026-27.

M/s. J.A. Sheth & Associates has confirmed that he is eligible to continue to act as Statutory auditor of the Company till the Conclusion of Annual General Meeting of the Financial year 2026-27 and to conduct audit for the year 2024-25.

STATUTORY AUDITORSâ REPORT & NO FRAUD REPORTING:

The observations of Auditor in his 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. No fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Boardâs Report.

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 2023-24.

SECRETARIAL AUDITORSâ REPORT:

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Auditors Report in the prescribed format i.e. FM MR-3 is attached in this report as Annexure 05.

COST AUDIT/RECORD:

The Company is not falling under the ambit of section 148 of the Companies Act, 2013 and the Companies (Cost Records & Audit) amendment Rules, 2014 is not applicable to the Company. Hence company has not maintained Cost Records and Cost audit is not applicable.

33) CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to conduct its business in a socially responsible, ethical and environmentally friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. The Company has duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of the Company and this committee is framed with a motive to pay back for the society as and when it gets opportunity. Details relating to Composition and Meeting of CSR Committee is given above in the point relating to Committees of the Board.

However, provisions of section 135 of the Companies Act, 2013 related to CSR is not applicable to Company.

34) 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 06 and attached to this report.

35) ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Companyâs website on www.

https: / /www.sarautoproductsltd.com/annual-returns.html.

36) RISK MANAGEMENT:

The Company has identified the key risks area which may affect the business goals and periodically revisits the relevance of the identified risks and progress of the mitigation plans undertaken. The Risk Management Committee and the Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit committee has additional oversight in area of financial risks and controls.

37) DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under consideration, there were no such kind instances by/with the company, so no details are required to be mentioned herewith.

38) DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, there were no application made and no any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

39) WHISTLE BLOWER POLICY (VIGIL MECHANISM):

Whistle Blower (vigil mechanism) is a mechanism which provides a format for all stakeholders, employees and directors of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior towards stakeholder/employee of the company, leak of UPSI, actual or suspected fraud or violation of the Companyâs Code of Conduct and the Company has a Whistle Blower Policy (Vigil Mechanism) and has established the necessary mechanism pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, Regulation 9A(6) of SEBI (Prohibition of Insider Treading) Regulation, 2015 for all the Stakeholder, Employee and Director of the Company to report their genuine concern or grievance and the audit committee shall oversee the vigil mechanism. The Vigil mechanism will provide adequate safeguards against victimization of employees and directors who avail of the vigil mechanism. The Whistle Blower Policy is an extension of the exiting Code of Conduct of the Company, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. Under the Policy, each employee of the Company has an assured access to the Ethics Counselor / Chairman of the Audit Committee.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance received 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.

Mar 31, 2023

Your Directors have pleasure in presenting the 36^th Annual Report of the Company together with the Audited Financial Accounts for the year ended 31^st March, 2023.

1) FINANCIAL SUMMARY AND HIGHLIGHTS:

Financial Results	2022-23	2021-22

Income from operations	1160.68	1068.85
Add : Other Income	33.35	50.44
Total Income	1194.03	1119.30
Less : Total Expenditure (Excluding Depreciation & Amortization Expense & Finance Cost)	966.28	869.55

Profit/(Loss) before Depreciation & Amortization Expense and Finance Cost	227.75	249.75
Less: Finance cost	12.79	8.47
Less: Depreciation & Amortization Expense	125.14	126.40
Profit / (Loss) before tax	89.81	114.88
Less: Provision for tax:
Current Tax	23.47	1.77
Prior Period Taxes	0	0
Deferred Tax Assets /Liabilities	4.56	0.41
Profit/(Loss) after tax	61.78	112.70
Other Comprehensive Income	0.71	3.48
Total Comprehensive Income	62.49	116.18
EARNING PER SHARE (BASIC & DILUTED)	1.30	2.37

2) REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

During the year, the Company has made revenue from operation of Rs. 1160.68 Lacs in comparison to previous year of Rs. 1068.85 Lacs i.e increased by approximately 8.59% and the Company has made Profit of Rs. 61.78 Lacs and total comprehensive Income of Rs. 62.49 Lacs in comparison to Profit after tax of previous year of Rs. 112.70 Lacs and total comprehensive of Rs. 116.18 Lacs. Hence, though the Turnover of the Company has increased, profitability of the Company is reduced due to increase in the price of materials consumed and increase in other expenses. However, Management is hopeful to achieve better performance in next period. Further, due to external political situation, Export sale of the Company also got reduced. During the year 2022-23, Export sales is of Rs. 2.31 Lacs in comparison to previous year of Rs. 162.55 Lacs.

Management is continuously analyzing various situation considering internally and externally both, various rules and regulations of government of various countries and opportunities available and its effect on business. Management is still working hard and looking forward to explore market in the gears and in the wide range of automotive parts.

Though it is very difficult to predict the future situation but Management hopes to cop up with the situation and optimist towards the growth of the business of the Company. Economic outlook, Future Prospects and overview of the business is given in Management Discussion and Analysis Report attached with the Report.

3) STATE OF THE COMPANYâS AFFAIRS:

-The Company is working in single segment namely the manufacturing Segment includes manufacturing of gears, gear boxes and other transmission components.

- During the year 2022-23, there has been no change in the status of the Company.

- There has been no change in financial year of the Company.

-There has been no event having material impact on the Companyâs affairs.

4) DIVIDEND:

With a view of plough back of Profit, your directors do not recommend any dividend.

5) CAPTIAL STRUCTURE OF THE COMPANY:

There is no change in capital structure of your company for the year under Review. The Authorized Share Capital of the Company is of Rs. 10,00,00,000/- (Rupees Ten Crores) consisting of 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each and Issued, Subscribed and Paid-up capital of the Company is of Rs. 4,76,47,400 (Rupees Four Crore Seventy Six Lacs Forty Seven Thousand Four Hundred) consisting of 47,64,740 (Forty Seven Lacs Sixty Four Thousand Seven Hundred and Forty) Equity Shares of Rs. 10/-each. Your Company does not have Debt securities.

6) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION

186 OF THE COMPANIES ACT, 2013:

During the year 2022-23, your Company has not given any loan, guarantee and has not made any Investments. Investment made earlier by the Company are within the limit prescribed under section 186 of the Companies Act, 2013.

7) TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the General Reserves for the year ended on 31^st March, 2023.

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

The Company has no Holding, Subsidiary and Associate Company and as such all disclosure pertaining to Consolidation of Accounts and AOC-I is not applicable for the Company.

9) DEPOSITS:

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

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

11) MAJOR EVENTS & CHANGE IN NATURE OF BUSINESS OF THE COMPANY

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

12) 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 RELATES 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.

13) INTERNAL FINANCIAL CONTROLS:

âInternal financial controlsâ means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operation was observed. Report on Internal Financial Control given by Statutory Auditor as Annexure B to the Independent Auditorâs Report and forms part of this Annual Report.

14) 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.

15) SEGMENT REPORTING:

The Company is working in single segment namely the manufacturing Segment includes manufacturing of gears, gear boxes and other transmission components and hence segment reporting is not applicable.

16) INDUSTRIAL RELATIONS & HUMAN RESOURCES:

The industrial relation with Human Resources continued to be extremely cordial during the year under review. 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 Board wishes to take place on record its appreciation for the valuable services rendered by its entire workforce. During the year there was no instance of Strike, Lock out or another issues related to Human Resources. Company is taking precaution at the Company to maintain the safety of Human resources. All guidelines as suggested/mandated by Government related to continuous pandemic are adhered at the Company.

17) OVERVIEW OF THE INDUSTRY AND OUTLOOK:

The aforesaid details are given in the Management Discussion and Analysis Report attached herewith the report.

18) MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

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

19) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company is not required to frame a policy on prevention of Sexual Harassment policy of Women at workplace and accordingly not required to frame committee as per the aforesaid Act. However, your Company has always believed in providing a safe and harassment free workplace for every individual working in Sar Autoâs premises through various interventions and practices.

20) PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in as Annexure 04 to Boardâs report.

21) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

22) NON APPLICABILITY OF CORPORATE GOVERNANCE & SOME REGULATIONS OF SEBI(LODR) REGULATIONS,2015:

Company is having paid up equity share capital of Rs. 4,76,47,400 which is not exceeding Rs.10 crore and Net worth is Rs. 15.65 Crore which is not exceeding Rs.25 crore, as on the last day of the financial year 2022-2023. Hence as per Regulation 15 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulations 17,17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of the 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 per aforesaid Regulations are not presented. However, Company will work by considering the base of Corporate Governance.

23) INVESTOR EDUCATION & PROTECTION FUND:

Company was neither required to transfer any shares nor any amount to Investor Education and Protection Fund (IEPF).

24) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year 2022-23:

- Ms. Bhumikaben Vinodbhai Kalariya (DIN: 09335219) who was appointed as an additional (Category- Independent) Director of the Company w.e.f 29^th October, 2021 by the Board of Directors of the Company and who was holding office upto the date of the Annual General Meeting of the Company pertaining to financial year ended on 31^stMarch, 2022 has been appointed/regularized as an Independent Director, not liable to retire by rotation by the Members of the Company at 35^th Annual General Meeting held on 28^th September, 2022.

- Members of the Company at 35^th Annual General Meeting held on 28^th September, 2022 has approved the re-appointment of Mr. Rameshkumar D. Virani (DIN: 00313236), as Managing Director of the Company for a further period of five (5) years w.e.f 29^thSeptember, 2022 who is liable to retire by rotation and at a Remuneration of 13,20,000.00 p.a. - Maximum remuneration i.e. Rs. 1,10,000 per month for a period of 3 years effective from the date of re-appointment.

- Further the term of Shreyas R. Virani (DIN: 00465240) as Whole Time Director is about to expire on 29^th September, 2023 and accordingly on the recommendation of Nomination and Remuneration Committee, Board of Directors of the Company at their meeting held on 09^th August, 2023 have re-appointed him for a further period of five (5) years as WholeTime Director of the Company w.e.f 30^th September, 2023 who is liable to retire by rotation and at a Remuneration of 12,00,000 p.a. - Maximum remuneration

i.e. Rs. 1,00,000 per month for a period of 3 years effective from the date of reappointment and pursuant to provision of section 196(4), section 197, Schedule V and other applicable provisions, if any, of the Companies Act, 2013, the terms of reappointment including remuneration of Whole Time Director requires the approval of Members and hence the same is placed at the ensuing Annual General Meeting for the approval of the Members of the Company. The relevant details are as given in the Notice Convening Annual General Meeting.

Further, Mr. Rameshkumar D. Virani (DIN: 00313236), retires at the ensuing Annual General Meeting of the Company pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible offer himself for re-appointment.

Brief profile of Directors seeking re-appointment are attached to this Boardâs report as

Annexure 01.

Changes in KMP:

During the year under review, there has been no change in the key Managerial Personnel

of the Company. Following are the KMPs of the Company as on 31^st March, 2023:

1) Mr. Rameshkumar D. Virani (DIN: 00313236) - Managing Director

2) Mr. Shreyas R. Virani (DIN: 00465240) - Whole Time Director and CFO

3) Ms. Zalak K. Upadhyay - Company Secretary and Compliance Officer.

Independent Directors:

As on 31^st March, 2023, Mr. Issacthomas Charianthomas Kavunkal (DIN: 02995332), Ms. Aarti Chintan Sodha (DIN: 06978954) and Ms. Bhumikaben Vinodbhai Kalariya (DIN: 09335219) are the Independent Directors of the Company.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank. Mr. Issacthomas Charianthomas Kavunkal (DIN: 02995332) and Ms. Aarti Chintan Sodha (DIN: 06978954) are exempted for the online proficiency self-assessment test. Ms. Bhumikaben Vinodbhai Kalariya (DIN: 09335219) will undergo for the online proficiency self-assessment test within the specified timeline unless exempted under the aforesaid Rules.

Hence as on 31^st March, 2023, the Board of Directors of the Company is duly constituted

and composed as follows:

Sr. No.	Name & DIN of Director	Original Date of appointment	Designation	Category
1	Mr. Rameshkumar Durlabhjibhai Virani DIN: 00313236	14/01/2005	Chairman & Managing Director	Executive- NonIndependent
2	Mr. Shreyas Rameshbhai Virani DIN: 00465240	14/04/2007	Whole time Director and CFO	Executive- NonIndependent
3	Mr. Issacthomas Charianthomas Kavunkal DIN: 02995332	01/03/2010 (Original Date of appointment)	Director	Non-Executive & Independent Director
4	Ms. Aarti C. Sodha DIN: 06978954	12/09/2014	Director	Non-Executive & Independent Director
5	Ms. Bhumikaben Vinodbhai Kalariya DIN: 09335219	29/10/2021	Director	Non-Executive & Independent Director

None of the Directors are disqualified to be continued to act as Director of the Company.

25) DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and as per Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) at the first meeting of the Board of financial year and at the time of appointment and in the first meeting held after appointment. In Furtherance, Company has also received confirmation that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. There has been no change in the circumstances affecting their status as independent directors of the Company.

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

26) NUMBER OF MEETINGS OF THE BOARD AND GENERAL MEETING AND ATTENDENCE AND OTHER RELATED DETAILS:

The Board has met 5 (Five) times during the financial year 2022 -23.

Separate Meeting of Independent Director:

One meeting of the Independent Director of the Company was held on 29^th September, 2022 for review of performance of non-Independent directors and the Board of Directors as a whole, review the performance of Chairman taking into account view of executive directors and non-executive directors and to assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

Sr. No.	Name of Directors Designation as on 31-03-2023	Mr. Rameshkumar D. Virani Managing Director	Mr. Shreyas R. Virani Whole-Time Director	Mr. Issacthomas C. Kavunkal Independent Director	Ms. Aarti C. Sodha Independent Woman Director	Ms. Bhumika V. Kalariya Independent Woman Director
	Dates of Board Meeting
1	19-05-2022	Present	Present	Present	Present	Present
2	29-07-2022	Present	Present	Present	Present	Present
3	11-11-2022	Present	Present	Present	Present	Present
4	23-01-2023	Present	Present	Present	Present	Present
5	27-03-2023	Present	Present	Present	Present	Present

Company Secretary Ms. Zalak Upadhyay has also attended all the Board meetings.

Details of Previous Annual General Meeting Presence, Last Three years Annual General Meeting, Directorship, Chairmanship and Membership in other Companies are presented hereunder:

Sr. No.	Name of Director	Category	Attendance at Last AGM held on 28-092022
1	Mr. Rameshkumar D Virani	NI- E	YES
2.	Mr.Shreyas R. Virani	NI-E	NO
3	Mr. Issacthomas C. Kavunkal	IND-NE	YES
4.	Ms. Aarti C. Sodha	IND-NE	YES
5.	Ms. Bhumika V. Kalariya	IND-NE	YES

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

NO. OF OTHER COMPANIES/OTHER COMMITTEES OF LISTED COMPANIES IN WHICH

DIRECTOR IS DIRECTOR/CHAIRMAN/MEMBER:

No.	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
5	Ms. Bhumika V. Kalariya	Nil	Nil	Nil

GENERAL BODY MEETING:

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

Financial Year	Location	Date	Day	Time
2021-2022	50 E, Bhaktinagar Industrial Estate, Rajkot - 360 002	28^th September, 2022	Wednesday	11:00 A.M.
2020-2021	50 E, Bhaktinagar Industrial Estate, Rajkot - 360 002	28^th September, 2021	Tuesday	11:00 A.M.
2019-2020	50 E, Bhaktinagar Industrial Estate, Rajkot - 360 002	30^th September, 2020	Wednesday	10.00 A.M.

Whether Special Resolution Passed in the Last Three (3) Annual General Meeting: Yes- as mentioned below:

- Special Resolution was passed in the 35^th Annual General Meeting convened on 28^thSeptember, 2022 for approving Re- appointment of Mr. Rameshkumar D. Virani (DIN: 00313236) as Managing Director of the Company for a further term of five (5) years w.e.f 29th September, 2022, liable to retire by rotation and at a Remuneration of Rs. 13,20,000.00 p.a. - Maximum remuneration i.e. Rs. 1,10,000 per month for a period of 3 years effective from the date of re-appointment.

(a) Were put through postal ballot last year : No

(b) Are proposed to be conducted through postal ballot this year : No

27) POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

The Companyâs 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 Nomination & Remuneration policy and disclosed in the website of the Company at https://www.sarautoproductsltd.com/company-policies.html

28) 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 and Nomination and remuneration committee. In Furtherance Independent Directors have also met once during a year without Non-Independent directors for review of performance of non-Independent directors and the Board of Directors as a whole, review the performance of Chairman taking into account view of executive directors and nonexecutive directors. Evaluation made on various criteriaâs such as analyzing skill of Directors related to Leadership, Strategy Formulation and execution, Financial planning / performance, skill related to maintenance of relationship including both i.e. internal and external relationship, participation in the decision making, presence of board meeting, knowledge and competency, assessment of risk factors etc.

Observations of board evaluation carried out for the year : NIL

Previous yearâs observations and actions taken : NIL

Proposed actions based on current year observations : NOT REQUIRED

29) COMMITTEES OF THE BOARD:

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

1. AUDIT COMMITTEE:

(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 Section 177 of the Companies Act 2013 are as follows :-

â¢ Overseeing the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

â¢ The recommendation for appointment, remuneration and terms of appointment, of the auditors of the company.

â¢ Review and monitor the auditorâs independence and performance and effectiveness of the audit process & approval of Payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

â¢ Reviewing with the management the financial statements and auditorâs report thereon before submission to the Board, focusing primarily on

1. Matters to be included in the Directors Responsibility Statement to be included

in the Boardâs report in terms of Clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

2. Changes to any accounting policies and practices.

3. Major accounting entries based on the exercise of judgement by Management.

4. Significant adjustments if any, arising out of audit findings.

5. Compliance with respect to accounting standards, listing agreements and legal.

6. requirements concerning financial statements.

7. Disclosure of any related party transactions.

8. Modified opinion (s) in the draft audit report.

â¢ Examination and review of quarterly, half yearly financial statement including Limited Review Report/ Auditorâs report thereon.

â¢ Approval of any subsequent modification of transactions of the company with related parties.

â¢ Scrutiny of Inter-Corporate loans and investments.

â¢ Valuation of undertaking or assets of the Company, whenever it necessary.

â¢ Review of the adequacy of internal audit function and discuss with Internal Auditors of any significant findings and follow up thereon.

â¢ Evaluation of internal financial controls and risk management system.

â¢ to review the functioning of the whistle blower mechanism

â¢ Other matters as may be prescribed from time to time to be deal with or handled by the Audit Committee pursuant to provisions of the Companies Act, 2013 the Rules there under, SEBI (LODR) Regulations, 2015 and any other functions as may be assigned to the committee by the Board from time to time.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

Four (4) Meetings of Audit Committee were held during financial year 2022-23 on 19-052022, 29-07-2022, 11-11-2022 and 23-01-2023. All the Members have attended all the meetings of Audit Committee.

Ms. Zalak Upadhyay,Company secretary of the Company has acted as Secretary for the meeting and attended all the meetings.

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

2. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provision of section 178 of the Companies Act, 2013, and Regulation 19 of SEBI (LODR) Regulations, 2015 Company has constituted Nomination and Remuneration Committee. The Committee decides about remuneration policy of the Company. It also reviews from time to time the overall Compensation structure and related policies with a view to attract, 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. Ms. Bhumika V. Kalariya - Member - Non Executive Independent Director

(II) BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

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

â¢ Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommends to the Board their appointment and remove and shall carry out evaluation of every director''s performance.

â¢ Formulate the criteria for determining qualifications, positive attributes and independence of director and recommended to the Board a policy relating to the remuneration for the directors, Key Managerial personnel (KMP) and other employees.

â¢ To approve, in the event of loss or inadequate profits in any year, minimum remuneration payable to the Whole-Time Directors/Managing Directors within the limits and to the parameters prescribed in Schedule V to Companies Act, 2013.

â¢ Whether to extend or continue the term of appointment of the Independent Director, on

the basis of the report of performance evaluation of Independent Directors.

â¢ Devising a policy on diversity of Board of Directors.

â¢ Other matters as may be prescribed from time to time to be deal with or handled by the Nomination and Remuneration Committee pursuant to provisions of the Companies Act, 2013 the Rules there under, SEBI (LODR) Regulations, 2015 and any other functions as may be assigned to the committee by the Board from time to time.

Details of remuneration paid:

1. Mr. Shreyas R. Virani, Whole-Time Director was paid Rs. 10,55,964.00 as Managerial remuneration during the year 2022-23.

2. Mr. Rameshbhai D. Virani, Managing Director was paid Rs. 11,61,522.00 as Managerial remuneration during the year 2022-23.

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

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

Three (3) meetings of the Nomination and Remuneration Committee were held during the financial year 2022-23 on 18-05-2022, 20-07-2022 and 24-01-2023 and all the members were present.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the meeting and attended all the meetings.

3. STAKEHOLDERS RELATONSHIP COMMITTEE:

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

(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. Rameshkumar 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 of shareholders/Investors'' grievances relating to various matters such as non-receipt of notices, share certificate, annual reports, dividends, transfer of shares dematerialization of shares and other grievances.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2022-23, Two (2) Committee meeting was held on 18-05-2022 and 24-012023 and all the members have attended both the Committee Meetings.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the meeting and attended all the meetings.

4. CORPORATE SOCIAL RESOPONSIBILIY COMMITTEE:

In accordance with the provisions of section 135 of the Companies Act, 2013 your company have already constituted Corporate Social Responsibility (CSR) Committee to perform social duty through welfare of the society at large (Section 135 of the Companies Act, 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 Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII.

(b) Recommend the amount of expenditure to be incurred on the activities referred to in Clause (a) as and when applicable and

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2022-23 the Committee met one (1) time on 20-07-2022 and all the members have attended the meeting. Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the meeting and attended the meeting.

5. RISK MANAGEMENT COMMITTEE

I. COMPOSITION OF THE COMMITTEE:

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

1. Mr. Shreyas R. Virani - Chairman- Executive Director

2. Mr. Rameshkuamr 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 Business and to manage the Risk and evaluation of Risk Management System.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2022-23 the Committee met one(1) time on 28-07-2022 and all the members have attended the meeting. Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the meeting and attended the meeting.

30) DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(C) and 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 Indian accounting standards had been followed and there has been no material departures;

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.

31) STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

We the Directors of the Company hereby states the Company has complied applicable Secretarial Standards i.e. SS 1 and SS 2 related to Board and General Meetings to the extend its applicable.

32) AUDITORS AND AUDITORSâ REPORT:

STATUTORY AUDITORS

Pursuant to provision of section 139 of the Companies Act, 2013, M/s. J. A. Sheth & Associates, (FRN:119980W), Chartered Accountants, Rajkot, has been re-appointed as Statutory Auditors of the Company by the Members of the Company at 35th Annual General Meeting (AGM) held on 28th September, 2022 for a period of 5 years to hold office from the conclusion of the 35th AGM until the conclusion of the 40 ^th AGM of the financial year 2026-27.

M/s. J.A. Sheth & Associates has confirmed that he is eligible to continue to act as Statutory auditor of the Company till the Conclusion of Annual General Meeting of the Financial year 2026-27 and to conduct audit for the year 2023-24.

STATUTORY AUDITORSâ REPORT & NO FRAUD REPORTING:

The observations of Auditor in his 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. No fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Boardâs Report.

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 2022-23.

SECRETARIAL AUDITORSâ REPORT:

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Auditors Report in the prescribed format i.e. FM MR-3 is attached in this report as Annexure 05.

COST AUDIT/RECORD:

The Company is not falling under the ambit of section 148 of the Companies Act, 2013 and the Companies (Cost Records & Audit) amendment Rules, 2014 is not applicable to the Company. Hence company has not maintained Cost Records and Cost audit is not applicable.

33) CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to conduct its business in a socially responsible, ethical and environmentally friendly manner and to continuously work towards improving quality of life of the communities in its operational areas. The Company has duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of the Company and this committee is framed with a motive to pay back for the society as and when it gets opportunity. Details relating to Composition and Meeting of CSR Committee is given above in the point relating to Committees of the Board.

However, provisions of section 135 of the Companies Act, 2013 related to CSR is not applicable to Company.

34) 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 06 and attached to this report.

35) ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companyâs website on www.

https: //www.sarautoproductsltd.com/annual-returns.html.

36) RISK MANAGEMENT:

The Company has identified the key risks area which may affect the business goals and periodically revisits the relevance of the identified risks and progress of the mitigation plans undertaken. The Risk Management Committee and the Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit committee has additional oversight in area of financial risks and controls.

37) DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under consideration, there were no such kind instances by/with the company, so no details are required to be mentioned herewith.

38) DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, there were no application made and no any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

39) WHISTLE BLOWER POLICY (VIGIL MECHANISM):

Whistle Blower (vigil mechanism) is a mechanism which provides a format for all stakeholders, employees and directors of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior towards stakeholder/employee of the company, leak of UPSI, actual or suspected fraud or violation of the Companyâs Code of Conduct and the Company has a Whistle Blower Policy (Vigil Mechanism) and has established the necessary mechanism pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, Regulation 9A(6) of SEBI (Prohibition of Insider Treading) Regulation, 2015 for all the Stakeholder, Employee and Director of the Company to report their genuine concern or grievance and the audit committee shall oversee the vigil mechanism. The Vigil mechanism will provide adequate safeguards against victimization of employees and directors who avail of the vigil mechanism. The Whistle Blower Policy is an extension of the exiting Code of Conduct of the Company, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. Under the Policy, each employee of the Company has an assured access to the Ethics Counselor / Chairman of the Audit Committee.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance received 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

Date: 9^th August, 2023 Sar Auto Products Limited

Rameshkumar D. Virani Chairman and Managing Director DIN: 00313236

Mar 31, 2018

The Members,

The Directors have pleasure in presenting the 31^st Annual Report of the Company together with the Audited Financial Accounts for the year ended 31^st March, 2018.

1) FINANCIAL HIGHLIGHTS :

(Amt Rs. in Lacs)

Financial Results	2017-18	2016-17

Income from operations	695.10	566.85
Add : Other Income	31.94	23.63
Total Income	727.04	590.48
Less : Total Expenditure	578.68	448.54
Profit/(Loss) before Depreciation write off and Interest	148.36	141.94
Less:Interest	7.21	4.28
Less: Depreciation & Amortization Expense	121.28	112.06
Profit /(Loss) before tax	19.87	25.60
Less: Provision for tax:
Current Tax	4.00	5.30
Prior Period Taxes	0	0
Deferred Tax Assets	3.63	(4.66)
MAT Credit Entitlement	(3.79)	(5.10)
Profit/(Loss) after tax	16.03	30.06

2) REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

During the year, the Company has made Net turnover of Rs. 695.10 Lacs in comparison to previous year of Rs. 566.85 i.e. increased by 22.63% and the Company has made Profit of Rs.16.03 Lacs in comparison to Profit after tax of previous year of Rs. 30.06. Management is working hard and aiming to increase the exports of the Company and looking forward to explore market in the gears and in the wide range of automotive parts. The future of automobile industry is very bright, there will be always increase in demand of Automobiles and this increase in demand leads to increase in automobiles parts, so the future of the Company seems to be bright. Your directors are hopeful for better financial result in coming years.

3) DIVIDEND:

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

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

During the year 2017-18, your Company has not made transaction forming part of section 186 of the Companies Act, 2013.

5) TRANSFER TO RESERVES:

Company has not transferred any amount to Reserves.

6) PARTICULARS RELATING TO HOLDING/SUBSIDIARY/ASSOCIATE CO.:

The Company has no Holding, Subsidiary and Associate Company.

7) DEPOSITS:

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

8) 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 is carried out at armâs length basis the details of the same is prescribed in Form AOC-2, appended as Annexure 02 to the Boardâs report.

9) TRANSITION TO IND AS:

The financial statements up to year ended March 31, 2017 were prepared in accordance with the Accounting Standards notified under section 133 of the Act read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (âIndian GAAPâ) and other relevant provisions of the Act as applicable. These financial statements are the Companyâs first Ind AS financial statements and are covered by Ind AS 101- First time Adoption of Indian Accounting Standards. The transition to Ind AS has been carried out from the accounting principles generally accepted in India (âIndian GAAPâ) which is considered as the âPrevious GAAPâ for purposes of Ind AS 101. An explanation of how the transition to Ind AS has affected the Companyâs financial position, financial performance and cash flows is provided in Note 35(c) of the financial statement.

10) 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 RELATES 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.

11) 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.

12) 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.

13) SEGMENT REPORTING:

As per Indian Accounting Standard 108 âOperating Segmentâ, the Company has reported âSegment Informationâ, as described below:

a) The manufacturing Segment includes manufacturing of gears, gear boxes and other transmission components

b) The construction segment includes business of real estate development Details of the same is Given in Management Discussion and Analysis Report.

14) 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.

15) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Sar Autoâs premises through various interventions and practices. The Company has formed a policy on prevention of Sexual Harassment policy of Women at workplace and framed Internal Complaints Committee and during the year 2017-18. No complaint has been received.

16) PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in as Annexure 03 to Boardâs report.

17) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis report for the year under review, as stipulated under Regulation 34(2) of SEBI (LODR) Regulations, 2015 is presented in separate section and forms part of the Annual Report.

18) 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 SEBI (LODR) Regulations, 2015 have been Voluntary 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.

19) CEO/ CFO CERTIFICATION:

Pursuant to the Regulation 17(8) of SEBI (LODR) Regulations, 2015, the CEO/ CFO Certification for preparation of financial statements etc. is annexed in this report.

20) NUMBER OF MEETINGS OF THE BOARD:

The Board has met 4 (Four) times during the financial year, the details of which are given in the Corporate Governance Report and forms part of Annual Report.

21) DIRECTORS:

Shri Shreyas Rameshbhai Virani (DIN: 00465240), retires at the ensuing Annual General Meeting of the Company pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible offer himself for re-appointment. The Board of Directors of the Company at its meeting held on 13^th August, 2018 has re-appointed Shri Shreyas R. Virani, as whole-Time Director of the Company w.e.f 30^th September, 2018 for a further period of 5 years i.e.upto 29^th September, 2023 and as per requirement of section 196(4) of the Companies Act, 2013, Board proposes before the Members at the ensuing Annual General Meeting to approve the said terms of appointment including remuneration.

22) 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.

23) POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION:

The Companyâs 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 Nomination & Remuneration policy and disclosed in the website of the Company.

24) BOARD EVALUATION:

25) 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 Regulation 18 of SEBI (LODR) Regulations, 2015, 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 Regulation 19 of SEBI (LODR) Regulations, 2015, 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 Regulation 20 of SEBI (LODR) Regulations, 2015, 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.

26) 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 Indian 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.

27) STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

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

28) AUDITORS AND AUDITORSâ REPORT: STATUTORY AUDITORS

Pursuant to provision of section 139 of the Companies Act, 2013, in 30^th Annual General Meeting convened on 19^th September, 2017, M/s. J.A. Sheth & Associates, (FRN: 119980W), Chartered Accountants have been appointed as Statutory Auditor of the Company to hold office for 2017-18 till the conclusion of Annual General Meeting of the Financial year 202122, Subject to ratification by the Shareholders annually. However, as per Companies Amendment Act, 2017 now appointment of Statutory Auditor is not required to be ratified by the Shareholders at every Annual General Meeting and as such Board recommends to appoint M/s. J.A. Sheth & Associates, as Statutory Auditors of the Company to carry out statutory audit for a consecutive period of Four years i.e. for the year 2018-19 till the conclusion of the Annual General Meeting concerning of the financial year 2021-22.

STATUTORY AUDITORSâ REPORT:

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 2017-18.

SECRETARIAL AUDITORSâ REPORT:

The Secretarial Audit Report for the financial year ended March 31, 2018 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 is attached in this report as Annexure 04.

29) CORPORATE SOCIAL RESPONSIBILITY:

In this year company has made profit and CSR is not applicable to company under section 135 of the Companies Act, 2013 and fluctuations in the profitability of the Company no CSR activities was carried out during last year.

30) 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 05 attached to this report.

31 ) 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.

32) WHISTLE BLOWER POLICY (VIGIL MECHANISM):

The Company has in place a whistleblower policy, to support the Code of Business Ethics. This policy documents includes the Companyâs 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 Companyâs 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 received 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

Date: 13^th August, 2018 Sar Auto Products Ltd

Rameshkumar D. Virani

Chairman and Managing Director

DIN: 00313236

Mar 31, 2016

The Members,

The Directors have pleasure in presenting the 29th Annual Report of the company together 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 to previous year of Rs. 221.23 Lacs i.e increased by 34.35% and the Company has made Profit of Rs. 17.67 Lacs/- in comparison to Loss after tax of previous year of Rs. 318.94 Lacs. Your directors are hopeful for better financial result in coming years and the future 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 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 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 or interest 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 Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 02 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

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Sar Autoâ s premises through various interventions and practices. The Company has formed an Internal Complaints Committee (ICC) and during the year Internal Complaints Committee (ICC) has not received any complaints.

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 03.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report for the year under review, as stipulated under clause 49 of the Listing Agreement/ SEBI (LODR) Regulations, 2015 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/SEBI (LODR) Regulations, 2015 have been Voluntary 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/ CFO CERTIFICATION

Pursuant to the provisions of clause 49 of the Listing Agreement/ Regulation 17(8) of SEBI (LODR) Regulations, 2015, the CEO/ CFO 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 Shreyas Rameshbhai Virani (DIN 00465240) retires at the ensuing Annual General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible offer himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Companyâs 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.

BOARD EVALUATION

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/ Regulation 18 of SEBI (LODR) Regulations, 2015, 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 clause 49 of the listing agreement/ Regulation 19 of SEBI (LODR) Regulations, 2015, 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 clause 49 of the listing agreement/ Regulation 20 of SEBI (LODR) Regulations, 2015, 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:

- RISK MANAGEMENT COMMITTEE

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;

(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 AUDITORSâ REPORT STATUTORY AUDITORS

Pursuant to provision of section 139 of the Companies Act, 2013, Mr. Arun M. Kothari, Chartered Accountants (Membership No. 108669), Statutory Auditor 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, Mr. Arun M. Kothari, being eligible offers his services to continue to act as an Auditor of the Company.

STATUTORY AUDITORSâ REPORT

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 2015-16.

SECRETARIAL AUDITORSâ REPORT

The Secretarial Audit Report for the financial year ended March 31, 2016 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 04.

CORPORATE SOCIAL RESPONSIBILITY

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 05 attached to this report.

EXTRACT OF ANNUAL RETURN

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has in place a whistle blower policy, to support the Code of Business Ethics. This policy documents the Companyâs 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 Companyâs 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

Date: 12^th August, 2016 Sar Auto Products Ltd

Rameshkumar D. Virani

Chairman and Managing Director

DIN: 00313236

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

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