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Sibar Auto Parts Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 16.28 Cr. P/BV 1.47 Book Value (Rs.) 6.71
52 Week High/Low (Rs.) 15/7 FV/ML 10/1 P/E(X) 281.43
Bookclosure 28/09/2020 EPS (Rs.) 0.04 Div Yield (%) 0.00
Year End :2018-03 

BOARD’S REPORT

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the Thirty Fifth Annual Report together with the Audited Statement of Accounts SIBAR AUTOPARTS LIMITED for the year ended March 31, 2018.

Pursuant to the notification dated February 16,2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules 2015 with effect from April’2016 As such financial statements for the year ended as at March 31,2016 have been restated to conform IndAS

The summarized financial performance of your Company for the year ended 31st March, 2018 is given in the table below. „

(Amount in lacks)

PARTICULARS

Financial Year ended

31/03/2018

31/03/2017

Total Income

1985.12

1610.72

Revenue from Operations

2375.47

2167.54

Other Income

61.85

75.19

Total Income

2437.32

2242.73

Profit /(Loss) before Interest ,

Depreciation & Tax

(16.20)

111.55

Finance Cost

66.18

56.31

Depreciation

76.83

46.85

Profit before Tax

(159.21)

8.39

Less : Tax Expenses

2.65

6.48

Profit for the Year

(161.86)

1.91

Other Comprehensive Income

- Previous year figures have been regrouped/rearranged wherever necessary.

Review of business operations , and the State of Company’s Affairs

Your Directors wish to present the details of Business operations done during the year under review:

During the year under review your company reported growth in revenue from operations of 9.59% over the Previous year. The Revenue from operations stood at Rs.2375.47 lacs compared with Rs.2167.54 lacs in the previous year. However the operations resulted in Net Loss of Rs.161.86 lacs against previous year net profit of Rs.1.91 lacs .The main contributing factors are increase in Operating costs , Finance Costs and Depreciation. Effective steps are being taken to reduce operating cost by adding new machines and modifications to existing manufacturing facility so as to improve profitability.

Your directors are hopeful of better results with increase turnover in the coming years.

Outlook

The Indian automotive industry is set to further improve its performance in Financial Year 2018-19 compared to Financial Year 2017-18 that steps into the last quarter of the year

The Two Wheelers segment dominates the market in terms of volume owing to a growing middle class and a young population. Moreover, the growing interest of the companies in exploring the rural markets further aided the growth of the sector.

India is also a prominent auto exporter and has strong export growth expectations for the near future. Overall automobile exports from India grew at 6.86 per cent CAGR between FY13-18. In addition, several initiatives by the Government of India and the major automobile players in the Indian market are expected to make India a leader in the two wheeler and four wheeler market in the world by 2020.

Rural market demand for two-wheelers has improved significantly after two straight years of near-normal monsoon. Motorcycle sales grew by over 10% in the year ended 31 March for the first time in six years on improved demand for cheaper motorcycles from rural and semi-urban markets.

The auto industry is set to witness major changes in the form of electric vehicles (EVs), shared mobility, Bharat Stage-VI emission and safety norms. In order to keep up with the growing demand, several auto makers have started investing heavily in various segments of the industry during the last few months

The company had initiated and approached various OEM’s for using of Electro plated cylinder blocks and is under process

Also the company approached various other sectors like Electrical, General Sectors and is planning for 30% of its volumes other than Automobile sector.

Dividend

The Board has not recommended Dividend for the year 2017-18 due to accumulated losses.

Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

Capital/ Finance

During the year under review Your Company has raised its Authorized Capital from Rs.10.00 Crores to Rs.20.00 Crores.

During the year under review , your company has got approval under Regulation 28(1) of the SEBI(Listing Obligations and Disclosure Requirements), Regulations, 2015 for the issue of

51,40,000 equity shares of Rs.10/- each at price of Rs.20.00 per share including a premium of Rs.10 each to promoters & Non Promoters and 18,50,000 warrants convertible into equity shares of Rs.10/- each Rs.20.00 per share including a premium of Rs.10 each to Promoters & Non-Promoters on a preferential basis vide letter dated 20th March,2018 from Bombay Stock Exchange

Pursuant to the special resolution passed at the Extra - Ordinary General Meeting of the Company held on Wednesday, February28,2018 your company allotted 9,25,000 shares on March 28,2018 to non-promoter on preferential basis at price of Rs.20.00 per share including a premium of Rs.10 each and also allotted 8,15,000 shares to promoter on preferential basis at price of Rs.20 per share including a premium of Rs.10 each by converting interest free unsecured loans of Rs.1,63,00,000 brought in by Promoters into equity shares.

Pursuant to the special resolution passed at the Extra Ordinary General Meeting of the Company held on Wednesday, February 28,2018 your company allotted 16,00,000 numbers of warrants on March 28, 2018 to Promoter Group on preferential basis at a price of Rs.20 per Warrant including a premium of Rs.10 each by way of conversion of unsecured loans brought in by promoter group. Warrant is convertible into one equity share within a period of 18 months from the date of allotment. The Allottees have converted interest free unsecured loans equivalent to 25% the exercise price of the Warrants at the time of subscription. The Warrants can be exercised at any time within 18 months of allotment of the Warrants. The subscription price paid for the Warrants will be adjusted against the exercise price payable at the time of exercise. In the event that any Warrant is not exercised within 18 months of allotment, the subscription price paid will be forfeited. The exercise of the Warrants shall constitute 11% of the post issue paid-up share capital. The shareholding of the Promoters will be 49% assuming all the Warrants are converted into equity shares.

The balance of equity shares and warrants were allotted in the current year.

As on 31st March 2018 , the issued , subscribed and paid up share capital of your company stood at Rs.11,27,51,000 comprising 1,12,75,100 Equity Shares of Rs.10/-each

Fixed Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as such, no amount of principal or interest was outstanding as of the Balance Sheet date

Particulars of Loans, Guarantees or Investments:

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Internal Control Systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Directors

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2018, the Board consists of six members, three of whom are executive or whole time directors, one non-executive director and two independent directors.

Mrs. P. Sugunamma (DIN 07128299), Non-Executive Woman Director retires by rotation and, being eligible, offers herself for reappointment. The Board recommends the re-appointment of Mrs.P.Sugunamma

Sri K.Subbaiah, Independent Director of the Company being disqualified in terms of section 164 (2) of the Act resigned from Directorship with effect from 1.10.2017.

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 meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings and Committees

Currently, the Board has three committees: the audit committee, nomination and remuneration committee and stakeholders relationship committee. During the year six Board Meetings and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. A detailed note on the Board and its committees is provided under the Corporate governance report section in this Annual Report.

Directors’ Responsibility Statement

Pursuant to the requirement clause (c) of subsection(3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 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.

Significant & Material Orders Passed by the Regulators

During the year under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future.

Related party transactions

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered materially significant which may have potential conflict with interest of the company at large.

Your Directors draw attention of the members to Note.35 to the financial statement which sets out related party disclosures..

Particulars of Employees and related disclosures

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure ‘’I’’

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism/ framed a whistleblower policy. The policy enables the employees and other stakeholders to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. This policy is reviewed annually by the Audit Committee to check the effectiveness of the policy.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

Statutory Auditors, their Report and Notes to Financial Statements

M/S SPC & Associates , Chartered Accountants was appointed as the Statutory Auditors at the Annual General Meeting held on 29th September,2014for a term of 5 years from the conclusion of the 31st Annual General Meeting till the conclusion of 36lhAnnual General Meeting . The report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Cost Audit

The Cost Audit is not applicable to the Company.

Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, Mr.A.J. Sharma & Associates ,Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as

Annexure ‘’II’’ to this report. The report is self-explanatory and do not call for any further comments except with regard to noncompliance of provisions of section203(1) of the companies Act, 2013 for appointment of whole time company secretary. In this connection, it is submitted that the financial position of the Company is a constraint to appoint whole time company secretary. However, the company is utilizing services of practicing Company secretary to comply with statutory compliances. The Secretarial Audit Report does not contain any qualification , reservation or adverse remark.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act,2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in form MGT-9 is annexed herewith as Annexure ‘’III

Risk Management Policy

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

Details of policy developed and implemented by the company on its corporate social responsibility initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Corporate Governance Reports

The Corporate Governance Report, which form an integral part of this Report, is set out as separate Annexure. The certificate from practicing company secretary regarding compliance of conditions of corporate governance is attached to the report on corporate governance.

Acknowledgement

The Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

The Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

The Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board

P.Veeranarayana P.Madhupratap

(Chairman & Managing Director) Whole time Director and

CFO

DIN:00644259 DIN:00644254

Place : Tirupati

Date : 13th August 2018


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