You are here » Home » Companies » Company Overview » Sagar Systech Ltd

Sagar Systech Ltd.

BSE: 511254 Sector: Financials
NSE: N.A. ISIN Code: N.A.
BSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Sagar Systech Ltd. (SAGARSYSTECH) - Director Report

Company director report

Dear Members

Your Directors have pleasure in submitting their Thirty Second Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31 st March2016.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previousyear figures are given hereunder:

Particulars Current Year Previous Year
Amount Rs Amount Rs.
Income From Operations - -
Other Income 605940 675678
Total Income 605940 675678
Profit before Interest Depreciation & Tax 143131 456123
Less : Interest - -
Profit Before Depreciation 143131 456123
Less : Depreciation - -
Profit After Depreciation and Interest 143131 456123
Less: Current Income Tax - -
Less: Previous year Adjustment of Income Tax - -
Less: Deferred Tax - (28749)
Net Profit After Taxation 143131 434872
Balance carried to Balance Sheet 143131 434872
Earning Per Share (Basic/Diluted) 0.45 1.52

3. DVIDEND

No dividend has been declared for Financial Year 2015-16.

4. PERFORMANCE REVIEW

Your Company earned a net profit of Rs. 143131 for the financial year ended 31stMarch 2016 as compared to previous year’s net profit of Rs. 484872. There was noDepreciation provision required. Provision for taxation during the year is NIL as comparedto Rs.28749 for provision of Deferred Tax Liabilities in previous year.

5. DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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

(c) the directors 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) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively;

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

6. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under reviewwithin the meaning of Section 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.There are no outstanding deposits at the endof the year.

7. SHARE CAPITAL

There was no change in the paid up Equity Share Capital during the Financial Year2015-16. The Company has not allotted Shares under Employee Stock Option Scheme of theCompany during the Financial Year.

8. BOARD OF DIRECTORS

As on 31st March 2016 the Company’s Board comprises of four Directors one ofwhom is Executive Director two of whom are Non-Executive Director(including the WomenDirector) and one of whom is Non-Executive Independent Director.

Pursuant to Section 152(6) of the Companies Act 2013 Mr K. Chandrasekhar will retireby rotation at the ensuing AGM and is eligible for re-appointment.

9. DECLARATION OF INDEPENDENT DIRECTORS

The Board has received the declaration from all the Independent Directors as perSection 149(7) of the Companies Act 2013 and the Board is satisfied that all theindependent Directors meet the criterion of Independence as mentioned in Section 147(6) ofthe Companies Act 2013.

10. COMPANY’S POLICY ON DIRECTORS APPOINTMENT AND RENUMERATION

The policy of the Company on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013. There has been no change in the policy since the last fiscal year. We affirm thatthe remuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the Company.

Declaration by independent directors

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year under review Four Board meetings were held.

12. BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as :

Board dynamics and relationships

- Information flows

- Decision-making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committees’ effectiveness

- Peer evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.

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

The information pursuant to Section 134(m) of the Companies Act 2013 read with rules2014 is as follows:

1. The Company has no activity involving conservation of energy or technologyabsorption.

2. The total Foreign Exchange Inflow was Rs NIL and Outflow was Rs NIL during the yearunder review.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 is not applicable to our Company.

15. 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 - A" .

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THECOMPANIES ACT 2013

There was no loan guarantees or investment made under Section 186 of the CompaniesAct 2013 during the year under review.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

18. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established a vigil mechanism under which the genuine concerns areexpressed by the employees and other Directors. The Company has also provided adequatesafeguards against victimization of employees and Directors who express their concerns.The Company has also provided direct access to the chairman of the Audit Committee onreporting issues concerning the interests of employees and the Company.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors - The information regarding the Directors appointed or retired/resignedduring the year under consideration is provided in this report.

Key Managerial Personnel - None of the Key managerial Personnel has resigned orappointed during the year under review.

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

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

21. 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.

22. COMPOSITION OF AUDIT COMMITTEE.

The Audit Committee consists of the following members:

a. Mr. K. Chandrasekhar Non-Executive Independent Director

b. Mr. Benny Itty Non- Executive Director

23. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE.

The Stakeholders Relationship Committee consists of the following members:

a. Mr. K. Chandrasekhar Non-Executive Independent Director

b. Mr. Benny Itty Non- Executive Director

24. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE.

The Nomination and Remuneration Committee consists of the following members:

a. Mr. K. Chandrasekhar Non-Executive Independent Director

b. Mr. Benny Itty Non- Executive Director

25. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129 read with Rule 5 to the Companies (Accounts) Rules 2014Statement containing salient features of the financial statement of subsidiary and astatement on consolidated financial position of the Company with that of subsidiary is notapplicable to our Company.

26. PARTICULARS OF EMPLOYEES

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 employeesof the Company will be provided upon request. In terms of section 136 of the CompaniesAct 2013 the Report and Accounts are being sent to the Members and others entitledthereto excluding the information on employees’ particulars which are available forinspection by the Members at the Registered Office of the Company during business hours onworking days of the Company upto the date of the Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 no employee was drawing remuneration in excess of the limits set out in thesaid rules.

27. AUDITORS

M/s Chaitanya C. Dalal & Co Chartered Accountants Mumbai Auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. Certificate have been received from them to the effect that theirre-appointment as Auditors of the Company if made would be within the limits prescribedunder Section 139 and 141 of the Companies Act 2013.

Members are requested to consider their re-appointment.

28. SECRETARIAL AUDIT

The Board had appointed Mr. V.V. Chakradeo Practising Company Secretary (COP : 1705)to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act2013 for the financial year 2015-16. The Secretarial Audit Report is annexed to thisreport as "Annexure - B".

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no adverse comments qualifications or reservations or adverse remarks in theStatutory Audit Report and Secretarial Audit Report.

30. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis is annexed to this Report as "Annexure -C" 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.

31. CORPORATE GOVERNANCE

Pursuant to Listing Regulations 2015 a separate Report on Corporate Governance alongwith the Auditors Certificate on its compliance is not applicable to our Company.

32. LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectiveDecember 1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited during December 2015.

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 our website.

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 conductand ethics. There has been no change to the Whistleblower Policy adopted by the Companyduring fiscal 2016. The Company has also provided direct access to the Chairman of theAudit Committee 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. Insider Trading Policy: The policy provides the framework in dealing with securitiesof 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

(i)Details of last three Annual General Meetings held:

Meeting No. Date Time Venue
Thirty First 30.09.2015 2.00 p.m. 12-A/1 New Sion Co-op. Hsg. Soc. Ltd; Sion (W) Mumbai-400 022.
Thirtieth 30.09.2014 2.00 p.m. 12-A/1 New Sion Co-op. Hsg. Soc. Ltd; Sion (W) Mumbai-400 022.
Twenty Nine 30.09.2013 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 Websitewww.sagarsystech.com.

c) All periodic compliance filings like Shareholding pattern Investor’sGrievanceReport Outcome of meetings etc are carried with the Stock Exchanges on whichthe Company’s shares are listed.

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

38. GENERAL SHAREHOLDER INFORMATION

a) Company Registration Details

The Company is registered in the State of Maharashtra India. The Corporate IdentityNumber (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) isL65990MH1984PLC032779.

b) Annual General Meeting

The Thirty Second Meeting will be held as per the following schedule:

Day :Friday

Date :30th September 2016 Time :2.00 p.m.

Venue : 12A/1 New Sion Co-op Hsg. Soc. Ltd. Sion (West) Mumbai 400022.

c) Book closure

The dates of Book Closure are from Friday 23rd September 2016 to Friday 30thSeptember 2016 both days inclusive.

d) Financial Calendar (Tentative)

First Quarter : August 2016

Second Quarter & Half-Yearly : November 2016

Third Quarter: February 2017

Fourth Quarter & Annual : May 2017

e) Listing on Stock Exchanges

The Company is listed on the Bombay Stock Exchange Ltd (BSE).

Bombay Stock Exchange Limited
P.J. Towers Dalal Street
Fort Mumbai-400 001.
Security Code: 511254

Annual Listing fees for the year 2015-2016 (as applicable) have been paid by theCompany to Bombay Stock Exchange Limited (BSE Ltd)

f) Registrar of Companies

The Registrar of Companies Maharashtra 100 Everest Building

Marine LinesMumbai 400022.

Phone: 022-2812645/022-2812627 www.mca.gov.in

g) Share Transfer System

Shares sent for transfer in physical form are normally registered by the Registrars andShare Transfer Agents within 15 days of receipt of the documents if documents are foundin order. Shares under objection are returned within two weeks.

h) Address for Correspondence

1. Registered Office

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

2. Registrar and Share Transfer Agents

INHOUSE : SAGAR SYSTECH LIMITED

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

39. DETAILS OF NON-COMPLIANCE

No penalty has been imposed by any stock exchange SEBI or SEC nor has there been anyinstance of non-compliance with any legal requirements or on matters relating to thecapital market over the last three years.

40. GREEN INITIATIVE

As in the previous years this year too we are publishing only the statutorydisclosures in the pi version of the Annual Report. Electronic copies of the Annual Report2015-16 and Notice of the 32 Annual General Meeting are sent to all members whose emailaddresses are registered with Company / Depository Participant(s). For members who havenot registered their email address physical copies are sent in the permitted mode.

41. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants a various Government Authorities for their continued support extended to yourCompanies 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

Mukesh Babu K. Chandrasekhar
Director Director
DIN: 00224300 DIN:00138951
Date: 12th August 2016
Place: Mumbai