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Sagar Systech Ltd.

BSE: 511254 Sector: Financials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Sagar Systech Ltd
NSE 05:30 | 01 Jan Sagar Systech Ltd

Sagar Systech Ltd. (SAGARSYSTECH) - Director Report

Company director report

Dear Members

Your Directors have pleasure in submitting their Thirty Third Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2017.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous yearfigures are given hereunder:

particulars Current Year previous Year
Amount Rs. Amount Rs.
Income From Operations - -
Other Income 606020 605940
Total Income 606020 605940
profit before Interest Depredation & Tax 194033 143131
Less : Interest - -
profit Before Depredation 194033 143131
Less : Depreciation - -
Profit After Depreciation and Interest 194063 143131
Less: Current Income Tax - -
Less: previous year Adjustment of Income Tax - -
Less: Deferred Tax - -
net profit After Taxation 194063 143131
Balance carried to Balance Sheet 194063 143131
Earning per share (Basic/Diluted) 0.61 0.45

2. RESERVES & SURPLUS

Out of total profit of Rs.606020/- for the financial year ended March 31 2017 NILamount is proposed to be transferred to General Reserve.

3. DIVIDEND

In view of the absence of Income from operations your Directors regret to declare anydividend for the financial year 2016-17.

4. PERFORMANCE REVIEW

Your Company earned a net profit of Rs.194033/- for the financial year ended March31 2017 as compared to previous year's net profit of Rs.143131/-. There was noDepreciation provision required.

5. PERFORMANCE OF SUBSIDIARY / JOINT VENTURE/ ASSOCIATE COMPANIES:

The Company does not have any Subsidiary / Joint Venture/ Associate Company.

6. CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary the provisions of Section 129 of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 are notapplicable to the Company.

7. SHARE CAPITAL

The paid up share capital of the Company as on March 31 2017 is Rs.3200000/- Duringthe year under review the Company has neither issued any shares with differential votingrights nor granted not any sweat equity.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany that occurred between the end of the financial year to which this financialstatements relate and the date of this report.

9. PUBLIC DEPOSITS

During the year under review the Company has neither accepted nor renewed any depositswithin the meaning of Section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.There are no outstanding deposits at the end of theyear.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year under review there was no loan guarantee given or investment made bythe Company under Section 186 of the Companies Act 2013.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In accordance with the Regulation 23 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company has in place a Policy on Materiality ofRelated Party Transactions and a Policy on dealing with Related Party Transactions. ThePolicy is available on the Company's website at www.sagasystech.com During the yearunder review there was no contract or arrangements made with related parties as definedunder Section 188 of the Companies Act 2013 during the year under review. However theparticulars as required under the Companies Act 2013 are furnished in Form AOC-2 which isannexed as ‘ANNEXURE - A' to this report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable to our Company for the financial yearunder review.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system commensurate with the size of theoperations and nature of its business activities. The Internal Auditor monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies of the Company.

14. RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the Risk Management Policy for the Company. The Committee isresponsible for reviewing the risk management plan and ensuring its efficiency.

15. WHISTLE BLOWER POLICY / MECHANISM

As required under Regulation 22 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has an effectiveWhistle Blower Policy to deal with the instances of fraud and mismanagement. The detailsof the policy are enumerated in the Corporate Governance Report. The policy is availableon the Company's website at www.sagarsystech.com

The policy provides for adequate safeguard against the victimisation of the employeesand Directors who express their concerns. The Company has also provided direct access tothe Chairman of the Audit Committee on reporting issues concerning the interests ofemployees and the Company. The Vigil Mechanism is overseen by the Audit Committee.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress the complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. There were no cases reported during the financialyear ended March 312017.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

a) RETIREMENT BY ROTATION

In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. MukeshBabu Director (DIN: 00224300) retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers herself for re-appointment.

In accordance with Regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and applicable provisions of the Companies Act 2013brief profile of the Director to be re-appointed is included in the Notice which formspart of this Annual Report.

b) THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR;

During the year under review no Director or Key Managerial Personnel were appointed orresigned.

18. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received a declaration from Independent Directors at the time of theirrespective appointments and also at the first meeting of the Board of Directors held inFinancial Year 2016-17 that they meet the criteria of independence specified undersubsection (6) and (7) of Section 149 of the Act read with Rule 5 of theCompanies(Appointment and Qualification of Directors) Rules 2014 and SEBI LODRRegulations for holding the position of IDs and that they shall abide by the “Codefor Independent Directors” as per Schedule IV of the Act.

19. BOARD AND COMMITTEES

I THE BOARD

As on March 31 2017 the Board had four members out of which three are ExecutiveDirectors (including one Woman Director) one is Non-executive Independent Director. Thecomposition of the Board of Directors is in conformity with Regulation 17 of the SEBIListing Regulations and Section 149 of the Companies Act 2013. The Board of Directors ischaired by a Non-Executive Director of the Company.

There is no relationship between Directors inter-se.

During the year Four Board meetings were held and the gap between two Board Meetingsdid not exceed 120 days and atleast one meeting has been held in each Quarter.

II COMMITTEES OF BOARD A AUDIT COMMITTEE

The constitution of Audit Committee of the Company is in alignment with the provisionsof Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The Company has an Audit Committee consisting of qualified members.

The composition of audit Committee is given below:

Sr.No. Name of the Director Designation
1 Mr. Benny Itty Chairman
2 Mr. Mukesh Babu Member
3 Mr. K. Chandrashekhar Member

In terms of the Insider Trading Code adopted by the Company the Committee alsoconsiders approval of policies in relation to the Insider Trading Code and to superviseimplementation of the Insider Trading Code.

B NOMINATION AND REMUNERATION COMMITTEE

The composition of Nomination and Remuneration Committee is given below:

Sr.No. Name of the Director Designation
1 Mr. K. Chandrasekhar Chairman
2 Mr. Mukesh Babu Member
3 Mr. Benny Itty Member

During the year under review no remuneration is paid to any Director of the Company.

C STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hasconstituted the Stakeholders Relationship Committee.

The composition of the Stakeholders Relationship Committee is as given below:

Sr.No. Name of the Director Designation
1 Mr. K. Chandrasekhar Chairman
2 Mr. Mukesh Babu Member
3 Mr. Benny Itty Member

The Company has appointed Link Intime India Private Limited as its Registrar and ShareTransfer Agent (RTA). Mr. Mukesh Babu Director of the Company oversees the compliance forcomplying with the requirements of the SEBI Listing Regulations and SEBI (Prohibition ofInsider Trading) Regulations 1992 as well as the functioning of the RTA.

The status of complaints is reported to the Board on a quarterly basis. Details ofinvestors' complaints as on March 312017 are given below:

No. of complaints received during the year NIL
No. of complaints resolved during the year NIL
No. of complaints pending at the end of the year NIL

All Shareholder / Investor complaints were redressed within the time frame prescribedby the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and therewere no pending requests for the financial year ended March 312017.

The Secretarial Department of the Company and Link Intime India Private Limited (RTA)attends all the grievances of the shareholders received directly or through SEBI StockExchanges Ministry of Corporate Affairs Registrar of Companies etc.

The minutes of the Stakeholders Relationship Committee meetings are circulated to theBoard of Directors and noted by them at their meetings.

Mr. K. Chandrasekhar Chairman of the Stakeholders Relationship Committee was presentat the last Annual General Meeting to answer the queries of the Shareholders.

20. POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS OR INFORMATION

As required under Regulation 30(4)(ii) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated the Policy for Determinationof Materiality of Events or Information.

21. POLICY FOR DETERMINATION OF MATERIAL SUBSIDIARIES

As required under Regulation 16(1)(c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated the Policy for Determinationof Material Subsidiaries.

22. COMPANY'S REMUNERATION POLICY

Pursuant to applicable Regulations of the SEBI Listing Regulations and Section 178 (3)of the Companies Act 2013 the Board has on the recommendation of the Nomination andRemuneration Committee framed a policy for selection and appointment of Directors KeyManagerial Personnel and fixing their remuneration including criteria for determiningqualification positive attributes independence of a director and key managerialpersonnel.

23. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its Responsibility Statement that —

(a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at March 31 2017 and of the profit and loss ofthe company as on that date;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis; and

(e) they had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively;

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

24. EXTRACT OF ANNUAL RETURN

The extract from the Annual Return in the form MGT 9 as required under Section 134 ofthe Companies Act 2013 read with Rule 8 (5) of the Company (Accounts) Rules 2014 isannexed to this report as ‘ANNEXURE - B'

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.

26. STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2)(b) of the companies Act 2013 read withthe Companies (Audit & Auditors) Rules 2014 as amended till date Chaitanya C. Dalal(‘CCD') Chartered Accountants (FRN.101632W) will retire by rotation as the StatutoryAuditors of the Company at the ensuing AGM.

The Board of Directors of the Company on recommendation of the Audit Committee proposedto appoint Shah Shah & Shah Chartered Accountants (FRN- 116457W) (‘SSS') asthe Statutory Auditors of the Company for a period of five (5) years to hold office fromthe conclusion of this Annual General Meeting (“AGM”) up to the conclusion ofthe 38th AGM of the Company to be held for the financial year ending31-03-2022. SSS have confirmed that their appointment if made would be in conformitywith the provisions of Sections 139(1) and 141 of the Act read with Rule 4 of theCompanies (Audit and Auditors) Rules 2014 and have given their consent to be appointed asStatutory Auditors of the Company.

The approval of the Members is sought by passing an Ordinary Resolution to appointSSS as Statutory Auditors of the Company to hold office from the conclusion of ensuing AGMtill the conclusion of the 38th AGM of the Company to be held for the F. Y.2021-22 (subject to ratification of their appointment at every AGM.

27. SECRETARIAL AUDITOR

The Board had appointed Mr. V.V. Chakradeo Practising Company Secretary (MembershipNo.FCS-3382 & COP No.:1705) to carry out Secretarial Audit under the provisions ofSection 204 of the Companies Act 2013 for the financial year 2016-17. The SecretarialAudit Report is annexed to this report as ‘ANNEXURE- C”.

28. STATUTORY AND SECRETARIAL AUDITOR OBSERVATION

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso to Section 143(12) of the Companies Act 2013.

There are no adverse remarks observation comments qualifications or reservations inthe Statutory Audit Report and Secretarial Audit Report.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activities and therefore noparticulars are required to be disclosed under the Rule 8(3) of the Companies (Accounts)Rules 2014 in respect of conservation of energy and technology absorption.

Further there were no foreign exchange earnings and outgo during the year underreview.

30. REPORT ON CORPORATE GOVERNANCE

Pursuant to sub-regulation (2) of Regulation 15 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governance alongwith the Auditors' Certificate on its compliance is not applicable to the Company.

31. PARTICULARS OF EMPLOYEES

During the year under review the Company has not employed any person. Hence thedisclosures required pursuant to Section 197(12) of the Companies Act 2013 read with Rule5(1) 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company are not applicable to theCompany.

32. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis is annexed to this Report as ‘ANNEXURE -D' and forms the integral part of this report and covers amongst other matters theperformance of the Company during the financial year under review as well as the futureprospects.

33. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on the Company's website www.sagarsystech.com

34. CODE OF CONDUCT AND ETHICS

In compliance with Regulation 26(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 and the Companies Act 2013 the Company has framed andadopted a Code of Conduct and Ethics (‘the Code'). The Code is applicable to themembers of the Board the executive officers and all employees of the Company.

35. POLICIES

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite. The policies are reviewed periodically by the Board and updated based on need andnew compliance requirement.

In addition to its Code of Conduct and Ethics key policies that have been adopted bythe Company are as follows:

a. Whistleblower Policy (Policy on vigil mechanism): The Company has adopted thewhistleblower mechanism for directors and employees to report concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics. There has been no change to the Whistleblower Policy adopted by the Company duringfiscal 2017. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of employees and the Company.

b. Nomination and Remuneration Policy: This policy formulates the criteria fordetermining qualifications competencies positive attributes and independence for theappointment of a director (executive / non-executive) and also the criteria fordetermining the remuneration of the directors key managerial personnel and otheremployees.

c. Corporate Social Responsibility Policy: The policy outlines the Company'sstrategy to bring about a positive impact on society through programs relating to hungerpoverty education healthcare environment and lowering its resource footprint.

d. Policy on Material Subsidiaries: The policy is used to determine the materialsubsidiaries and material non-listed Indian subsidiaries of the Company and to provide thegovernance framework for them.

e. Policy on prevention of Insider Trading Policy: The policy provides theframework in dealing with securities of the Company.

f. Policy for Determining Materiality for Disclosures: This policy applies todisclosures of material events affecting Company and its subsidiaries.

g. Document Retention and Archival Policy: The policy deals with the retention andarchival of corporate records of Sagar Systech Limited.

36. GENERAL BODY MEETINGS

Details of last three Annua General Meetings held:

Meeting No. Date Time Venue
-32nd 30.09.2016 2.00 p.m. 12-A/1 New Sion Co-op. Hsg. Soc. Ltd; Sion (W) Mumbai-400 022.
-31st 30.09.2015 2.00 p.m. 12-A/1 New Sion Co-op. Hsg. Soc. Ltd; Sion (W) Mumbai-400 022.
_3oth 30.09.2014 2.00 p.m. 12-A/1 New Sion Co-op. Hsg. Soc. Ltd; Sion (W) Mumbai-400 022.

37. MEANS OF COMMUNICATION

a) The quarterly/half-yearly/annual financial results of the Company are published inthe Free Press Journal and Navshakti. These results are not distributed / sentindividually to the shareholders.

b) The financial results are also uploaded on the Company's Website www.sagarsystech.com.

c) All periodic compliance filings like Shareholding pattern Investor's GrievanceReport Outcome of meetings etc are carried with the Stock Exchanges on which theCompany's shares are listed.

d) The Management Discussion and Analysis Report forms part of this Annual Report.

38. GENERAL SHAREHOLDER INFORMATION

1 Annual general meeting 33rd Annual General Meeting
Date Friday the 29th September 2017
Time 2.00 p.m.
Venue 12A/1 New Sion Co-op Hsg. Soc. Ltd. Sion (West) Mumbai 400022.
2 Financial calendar The tentative calendar for the Financial Year 2017-18 is given below :

Results for the quarter ending Jun 30 2017 - August 2017 Results for the quarter ending Sep 30 2017- November2017

Results for the quarter ending Dec 312017- February 2018

Results for the quarter & year ending Mar 312018 -May 2018

3 Date of book closure Saturday 22rd September 2017 to Friday 29th September 2017 (both days inclusive).
4 Listing on stock exchanges Bombay Stock Exchange Limited (BSE) P.J. Towers Dalal Street

Fort Mumbai-400 001.

5 Stock code 511254
6 Demat ISIN numbers in NSDL & CDSL for equity shares The Company is in the process of getting ISIN from CDSL.
7 Listing Fees The annual listing fees for the F. Y. 2016-17 has been paid to the BSE
8 Registrar & Share Transfer agent Link Intime India Pvt. Ltd.

C-101247 Park L.B.S. Marg

Vikroli (W) Mumbai-400 083.

Phone: (022) 25963838/25946970 E-mail : rnt.helpdesk@linkintime.co.in

Share transfer system 1. The share transfer work is handled by the registrar and share transfer agent of the company i.e. Link Intime India Pvt. Ltd. who are also having connectivity with the depositories viz. NSDL & CDSL.

2. The enquiries of the shareholders are attended on an immediate basis. Shares lodged for transfers are processed by the registrars & share transfer agent on fortnightly basis. The physical certificates are sent back duly endorsed within a period of 15 days from the date of lodgement.

10 Outstanding GDRs / ADRs Nil
11 Dematerialisation of shares and liquidity The Company is in the process of getting its shares demated.
12 Plant location The Company does not have any plant.
13 Details of non-compliance No penalty has been imposed by any stock exchange SEBI or SEC nor has there been any instance of noncompliance with any legal requirements or on matters relating to the capital market over the last three years.

14 Address for Correspondence

Registered office of the Company Register and transfer agents
Mr. Mahesh Thakar Chief Financial Officer Add :12-A/1 New Sion Co-op. Hsg. Soc. Ltd.Sion (W) Mumbai 400022.

Phone: (022) 24073836

Fax: (022) 24082687

e-mail: info@sagarsystech.com

website: www.sagarsystech.com

Link Intime India Pvt. Ltd.

C-101247 Park L.B.S. Marg

Vikroli (W) Mumbai-400 083.

Phone: (022) 25963838/25946970 E-mail : rnt.helpdesk@linkintime.co.in

39 GREEN INITIATIVE

As in the previous years this year too we are publishing only the statutorydisclosures in the print version of the Annual Report. Electronic copies of the AnnualReport 201617 and Notice of the 33rd Annual General Meeting are sent to all members whoseemail addresses are registered with the Company / Depository Participant(s). For memberswho have not registered their email addresses physical copies are sent in the permittedmode.

40. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

MukeshBabu K. Chandrasekhar
Director Director
DIN:00224300 DIN:00138951
Date: 12th August 2017
Place: Mumbai