Sar Auto Products Ltd Directors Report

To

The Members,

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:

(Amt in Rs. in Lacs Except EPS)

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

2) REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

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

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 COMPANYS 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 Companys 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:

Particulars of contracts or arrangements with related parties is carried out at arms length basis and the details of the same is given in Form AOC-2, appended as Annexure 03 to the Boards 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.

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:

"Internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys 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 Auditors 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 Autos 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 Boards 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 Boards 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^st March, 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^th September, 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 Boards 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- Non Independent
2 Mr. Shreyas Rameshbhai Virani DIN: 00465240	14/04/2007	Whole time Director and CFO	Executive- Non Independent
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 ("SEBI Listing Regulations") 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.

Details pertaining to Presence of Board Meetings are presented below:

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	Niltd>	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	28th September, 2022	Wednesday	11:00 A.M.
2020-2021	50 E, Bhaktinagar Industrial Estate, Rajkot - 360 002	28th September, 2021	Tuesday	11:00 A.M.
2019-2020	50 E, Bhaktinagar Industrial Estate, Rajkot - 360 002	30th 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^th September, 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 DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys 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 criterias 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 years 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 :-

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

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

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

• Reviewing with the management the financial statements and auditors 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 Boards 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.

• Examination and review of quarterly, half yearly financial statement including Limited Review Report/ Auditors report thereon.

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

• Scrutiny of Inter-Corporate loans and investments.

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

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

• Evaluation of internal financial controls and risk management system.

• to review the functioning of the whistle blower mechanism

• 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:-

• 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 directors performance.

• 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.

• 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.

• 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.

• Devising a policy on diversity of Board of Directors.

• 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

(c) Monitor the Corporate Social Responsibility policy of the Company from time to time.

(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 AUDITORS 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 AUDITORS 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 Boards 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 AUDITORS 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 Companys 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 Companys 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 Date: 9th August, 2023	For and on Behalf of Sar Auto Products Limited
	Rameshkumar D. Virani Chairman and Managing Director DIN: 00313236

Pursuant to Regulation 34(2)(e) of SEBI LODR Regulations 2015, a Management Discussion and Analysis report is given below:-