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Sagar Systech Ltd.

BSE: 511254 Sector: Financials
NSE: N.A. ISIN Code: INE771Z01015
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

To The Members

Your Directors have pleasure in presenting the Thirty-Fifth [35th) AnnualReport on the business operations and state of affairs of the Company together with theAudited Financial Statements for the financial year ended 31st March 2019.

1. FINANCIAL HIGHLIGHTS

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

Particulars Current Year Previous Year
Amount Rs. Amount Rs.
2018-2019 2017-2018
Income From Operations - -
Other Income 1337211 656500
Total Income 1337211 656500
Total Expenses 1147803 826588
Profit/(Loss) before Interest Depreciation & Tax 189408 [171058)
Less : Interest - -
Profit Before Depreciation 189408 [171058)
Less : Depreciation - -
Profit After Depreciation and Interest 189408 [171058)
Less: Current Income Tax - -
Less: Previous year Adjustment of Income Tax - -
Less: Deferred Tax - 152088
Net Profit After Taxation 189408 [323146)
Balance carried to Balance Sheet 189408 [323146)
Earnings Per Share (Basic/Diluted) 0.59 [1.01)

2. RESERVES & SURPLUS

Company earned profit of Rs.189408/- for the financial year ended 31stMarch 2019 NIL amount 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 2018-19.

4. SHARE CAPITAL

The paid up share capital of the Company as on 31st March 2019 isRs.3200000/- [Rupees Thirty Two Lakh Only) divided into 320000 [Three Lakh TwentyThousand) Equity shares of Rs.10/- [Rupees Ten Only) each. During the year under reviewthe Company has neither issued any shares with differential voting rights nor granted notany sweat equity.

5. PERFORMANCE REVIEW / OPERATIONS

During the financial year 2018-2019 Company has earned profit of Rs.189408/- ascompared to loss of Rs.323146/- in the previous financial year. There was noDepreciation provision required.

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

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

7. CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary the provisions of Section 129[3) of theCompanies Act 2013 read with Rule 5 of the Companies [Accounts) Rules 2014 is notapplicable to the Company.

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

No disclosure is required for the year under review since the Company has neitheraccepted nor renewed any deposits within the meaning of Section 73 and 74 of the CompaniesAct 2013 read with the Companies [Acceptance of Deposits) Rules 2014.

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

During the year under review the Company has not given any loan or guarantee. Howeverdetails of investments made by the Company under Section 186 of the Companies Act 2013 isgiven as Note No.l and forms part of Annual Accounts for the F. Y. 2018-19.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts arrangements or transactions entered in to by the Company during thefinancial year 2018-19 were in the ordinary course of business and were at an arm'slength basis.

During the year under review the Company had not entered into any contractarrangement or transaction with related parties which could be considered material inaccordance with the Company's policy on materiality of related party transactions readwith the provisions of the Listing Regulations.

The transactions entered into with related parties as specified under Section 188 arefurnished in Form-AOC-2 and is attached to this report as Annexure-A.

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 yearended 2018-19 under 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 frame implement and monitor the RiskManagement Policy for the Company. The Board of Directors is responsible for reviewing therisk management plan and ensuring its efficiency.

15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read with theCompanies (Meeting of Board & its Powers) Rules 2014 as amended the Company has aneffective Whistle Blower Policy & vigil mechanism to deal with the instances of fraudand mismanagement. The policy is available on the Company's website at www.sagarsvstech.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 Whistle Blower 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 31st March 2019.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a) Cessation:

During the year 2018-19 Ms. Dipali Shah (DIN: 07141559) and Mr. Benny I tty (DIN:02538246) resigned as Director of the Company with effective from 29th May2018.

(b) Appointment of Director:

The Board has appointed Mrs. Meena Mukesh Babu (DIN: 00799732) as Additional Directorand Managing Director and Mr Vijay Vora (DIN: 00224394) and Mr. Mehul Patel (DIN:00221945) as Independent Director for the period of Five year with effect from 29thMay 2018. The said appointments were approved and regularized at the 34th Annualgeneral meeting held on 28th September 2018.

(c) Retirement By Rotation

In terms of the provisions of Section 152(6) of the Companies Act 2013 Mrs. MeenaMukesh Babu Director (DIN: 00799732) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment. The Board recommends herre-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 appointed / re-appointed is included in the Noticewhich forms part of this Annual Report.

(d) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act read with the rules made thereunder the following employees are the whole time key managerial personnel of the Company:

1. Mrs. Meena Mukesh Babu - Managing Director - w.e.f. 29-05-2018

2. Mr. Kalpesh Damor - Chief Financial Officer - w.e.f. 10-08-2018

3. Mr. Umesh Patil - Company Secretary & Compliance Officer-w.e.f. 29-05-2018

18. BOARD AND COMMITTEES

Composition of the Board

As on 31st March 2019 the Board had four members out of which one is ExecutiveDirector (Woman Director) and three are Non-Executive Directors out of which two areIndependent Directors.

The composition of the Board of Directors is in conformity with Section 149 of theCompanies Act 2013. The Board of Directors is chaired by Non-Executive Director of theCompany.

Matrix setting out the skills/expertise/competence of the Board of Directors:

The Company requires skills/expertise/competencies in the areas of strategic planningfinance accounting economics legal and regulatory matters mergers and acquisitionsgreen technologies sustainability to efficiently carry on the businesses of the Company.The Board is satisfied that the current composition reflects an appropriate mix ofknowledge skills experience expertise diversity and independence. The Board providesleadership strategic guidance an objective and independent view to the Company'smanagement while discharging its fiduciary responsibilities thereby ensuring that themanagement adheres to high standards of ethics transparency and disclosure.

The Board periodically reviews and evaluates the need for change in its composition andsize.

None of the Directors of the Company hold directorship in more than 10 publiccompanies. Further none of them is a member of more than 10 committees or chairman ofmore than 5 committees across all the public companies in which he or she is a Director.

As per the certificate pursuant to Regulation 34[3) and Schedule V Para C clause[10)[i) of the SEBI [Listing Obligations and Disclosure Requirements) Regulations 2015issued by V. V. Chakradeo & Co. Practising Company Secretaries none of the Directorson the Board of the Company for the Financial Year ending on 31st March 2019 have beendebarred or disqualified from being appointed or continuing as Directors of companies bythe Securities and Exchange Board of India Ministry of Corporate Affairs or any suchother Statutory Authority.

The Certificate from practising company secretary is annexed to this report as Annexure- B. I MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company's businesspolicies and strategies. A tentative annual calendar of the Board and Committee Meetingsis informed to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which is confirmed at the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of theCompany. Meetings of the Board are held in Mumbai Maharashtra. The agenda of the Board /Committee meetings is circulated 7 days prior to the date of the meeting.

The Board of Directors met 4 [four) times during the financial year 2018-19 i. e 29thMay 2018 10th August 201813th November 2018 14thFebruary 2019. As stipulated the gap between two meetings did not exceed 120 days.

Sr. No Name of Director Designation No. of Board meeting held No. of Board Meeting Attended
1. Mr. Mukesh Babu Chairperson & Non Executive Director 4 4
2. Mrs. Meena Mukesh Babu Managing Director 4 4
3. Mr. Vijay Vora Independent Director 4 4
4. Mr. Mehul Patel Independent Director 4 4

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

II COMMITTEES OF BOARD A AUDIT COMMITTEE

As required under Section 177 of the Companies Act 2013 Company has a competent AuditCommittee consisting of Independent Directors and non executive Director of the.

The Committee met 4 [four) times during the financial year 2018-19 i.e. on 29thMay 201810th August 201813th November 2018 and 14thFebruary 2019.

The Company Secretary acts as Secretary to the Committee.

The gap between two meetings did not exceed one hundred and twenty days and thenecessary quorum was present for all the meetings held during the year.

The composition of the Audit Committee and the details of meetings attended by membersof the committee are given below:

Sr. No Name of Director Designation No. of Meeting held No. of. Meeting Attended
1. Mr. Mehul Patel Chairperson & Independent Director 4 4
2. Mr. Vijay Vora Member & Independent Director 4 4
3. Mr. Mukesh Babu Member & Non Executive Director 4 4

During the year under review no remuneration is paid to any Committee Members of theCompany.

B NOMINATION AND REMUNERATION COMMITTEE

As required under Section 178[1) of the Companies Act 2013 Company has a competentNomination and Remuneration Committee consisting of Independent Directors andNon-executive director s of the company.

The Nomination and Remuneration Committee met twice during the financial year 2018-19on 29th May 2018 & 10th August 2018 and the necessary quorumwas present at the meeting.

The Company Secretary acts as Secretary to the Committee.

The composition of the Committee and the details of meetings attended by members of thecommittee are given below

Sr. No Name of Director Designation No. of Meeting held No. of. Meeting Attended
1. Mr. Mehul Patel Chairperson & Independent Director 2 2
2. Mr. Vijay Vora Member & Independent Director 2 2
3. Mr. Mukesh Babu Member & Non Executive Director 2 2

During the year under review no remuneration is paid to any Committee Members of theCompany.

C STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178[5) of the Companies Act 2013 Company has constituted"Stakeholders Relationship Committee" specifically to look into the mechanism ofredressal of grievances of Company's stakeholders.

The Stakeholders Relationship Committee met once during the financial year 2018- 19 on18th March 2019 and the necessary quorum was present at the meeting.

The Company Secretary & Compliance Officer of the Company acts as Secretary to theCommittee.

The composition of the Committee and the attendance of the members of the StakeholdersRelationship Committee during the financial year 2018-19 are as given below.

Sr. No Name of Director Designation No. of Meeting held No. of. Meeting Attend
1. Mr. Mehul Patel Chairperson & Independent Director 1 1
2. Mr. Vijay Vora Member & Independent Director 1 1
3. Mr. Mukesh Babu Member & Non Executive Director 1 1

During the year under review no remuneration is paid to any Committee Members of theCompany.

The Company has appointed Link Intime India Private Limited as its Registrar and ShareTransfer Agent [RTA). Mrs. Meena Mukesh Babu Managing Director and/or Mr. Umesh PatilCompany Secretary and Compliance officer of the Company oversee the compliance forcomplying with the requirements of the SEBI Listing Regulations and SEBI [Prohibition ofInsider Trading) Regulations as amended from time to time as well as the functioning ofthe RTA.

The status of complaints is reported to the Board on a quarterly basis. Details ofinvestors' complaints as on 31st March 2019 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

However the Company has received 04 request letters from the shareholders. Theserequests were in the nature of Dematerialization of Shares.

All Shareholder/Investor complaints/requests were redressed within the time frameprescribed by the SEBI [Listing Obligations and Disclosure Requirements) Regulations 2015and there were no pending requests for the financial year ended 31st March2019.

All Shareholder / Investor complaints are redressed within the time frame prescribed bythe SEBI [Listing Obligations and Disclosure Requirements) Regulations 2015 and therewere no pending requests for the financial year ended 31st March 2019.

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.

19. INDEPENDENT DIRECTORS

(i) Declaration from Independent Directors

The Board has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI [Listing Obligations and Disclosure Requirements)Regulations 2015.

(ii) Criteria for Performance Evaluation

Nomination and Remuneration Committee has laid down various criteria for performanceevaluation of Independent Directors which inter-alia includes preparedness andattendance at the meetings understanding of Company's operations and business andcontribution at Board Meetings.

(iii) Details of Familiarization Programme

Pursuant to Regulation 25(7} of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 every Independent Director on the Board is familiarizedby the Executive Directors/ Senior Managerial Personnel about the Company's strategyoperations organization structure human resources quality finance and risk managementat each Board Meeting before taking up the Agenda items for discussion.

Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/ her role functions duties andresponsibilities as a director. The terms and conditions of letter of appointment isavailable on the Company's website at www.sagarsvstch.com

20. EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES & INDIVIDUALDIRECTORS

Pursuant to the provisions of Section 178(2) of the Companies Act 2013 read with underClause VIII of Schedule IV to the Companies Act 2013 and the requirements laid down underSchedule II on Corporate Governance of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015; the Nomination and Remuneration Committee has framedPolicy for evaluation of performance of the Board its committees and individualDirectors.

The Policy inter alia provides the criteria for evaluation of performance such as Boardeffectiveness quality of discussion contribution at the meetings business acumenstrategic thinking and relationship with the stakeholders corporate governancepractices contribution of the Committees to the Board in discharging its functions etc.

21. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS PROVIDED UNDER SECTION 178 OF THE COMPANIES ACT 2013

Pursuant to the provisions of Section 178 of the Companies Act 2013 read with the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a Nomination & Remuneration Policy on Directors' appointment andremuneration criteria for determining qualifications positive attributes independence ofa director and other matters provided under sub-section (3) of section 178.

The Nomination & Remuneration Policy of the Company is available on the Company'swebsite: www.sagarsvstech.com

22. POLICIES OF THE COMPANY

The Company is determined in maintaining a good corporate governance practice and has arobust system for smooth and effective functioning of the Board. Various policies havebeen framed by the Board of Directors as required under the Companies Act 2013 and SEBI(LODR) Regulations 2015 in order to follow a uniform system of procedures. These policiesare periodically reviewed and updated by the Board of Directors of the Company from timeto time. Following are some of the major policies adopted by the Company:

1. Code for Insider Trading Policy

2. Nomination & Remuneration Policy

3. Policy on materiality of Related Party Transactions

4. Policy on dealing with Related Party Transactions

5. Whistle Blower Policy

6. Document Retention and Archival Policy

7. Code for Directors and Senior Managerial Personnel

8. Policy on evaluation of Directors

9. Policy on prevention of Sexual Harassment of Women at Workplace

The aforementioned policies are available on the website of the Company and can beaccessed at www.sagarsvstech.com.

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 31st March2019 the applicable IND-AS had been followed along with proper explanation relating tomaterial 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 31st March 2019 and of the profitand loss of the 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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(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. 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.

2 5. STATUTORY AUDITORS

At the 33rd annual general meeting of the Company held on 29thSeptember 2017 the members of the Company had approved the appointment of M/s. ShahShah & Shah Chartered Accountants (FRN- 116457W) Mumbai as the Auditors of theCompany for a term a of five (5) years from the conclusion of the 33rd AnnualGeneral Meeting until the conclusion of the 38th Annual General Meeting to beheld in year 2022 without further ratification of such appointment by the members.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors in its meeting 29th May 2018 appointed CS V. V. Chakradeo of M/s. V.V. Chakradeo & Co. Practicing Company Secretaries (FCS: 3382/ COP: 1705) to carry outthe audit of secretarial records of the Company for the financial year 2018-19. Theconsent of the Secretarial Auditor to undertake the secretarial audit for the financialyear ended 31st March 2019 has been received by the Company.

The Secretarial Audit Report is annexed to this report as Annexure - C.

26. 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 qualifications reservations or adverse remarks or disclaimers in theStatutory Audit Report and Secretarial Audit Report.

2 7. EXTRACT OF ANNUAL RETURN

The extract from the Annual Return in the form MGT 9 as required under Section134(3)(a) of the Companies Act 2013 read with Rule 8 (5) of the Company (Accounts) Rules2014 is annexed to this report as 'ANNEXURE - D'

28. PARTICULARS OF EMPLOYEES

During the year under review the Company has not paid any remuneration to executiveDirector. Hence the disclosure required pursuant to Section 197(12) of the Companies Act2013 in respect of the ratio of the remuneration of each director to the median employee'sremuneration read with Rule 5(1) 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not applicable to the Company.

Mrs. Meena Babu (DIN:00799732) the Managing Director of the Company has waived herremuneration for the F. Y. 2018-19.

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

The 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. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis is annexed to this Report as Annexure - E andforms the integral part of this report and covers amongst other matters the performanceof the Company during the financial year under review as well as the future prospects.

31. 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 updated the Policy for Determination ofMateriality of Events or Information was adopted at Board meeting held on 10thAugust 2018 and available on the website of the Company www.sagarsvstech.com

32. COMPANY'S REMUNERATION POLICY

Pursuant to applicable Regulations of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and Section 178 (3) of the Companies Act 2013 the Boardhas on recommendation of the Nomination and Remuneration Committee framed a policy forselection and appointment of Directors Key Managerial Personnel and fixing theirremuneration including criteria for determining qualification positive attributesindependence of a director and key managerial personnel.

33. 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.

34. GENERAL BODY MEETINGS

Details of last three Annual General Meetings held:

Meetin gNo. No. of Special Resolutions passed Date Time Venue
34th 28.09.2018 (2017-18) 2.00 p.m. Cafe Istaa 12A/1 New Sion Co-Op. Hsg. Soc. Ltd. Sion - West Mumbai - 400022
33rd NIL 29.09.2017 (2016-17) 2.00 p.m. 12-A/l New Sion Co-op. Hsg. Soc. Ltd; Sion (W) Mumbai-400 022.
32nd NIL 30.09.2016 (2015-16) 2.00 p.m. 12-A/l New Sion Co-op. Hsg. Soc. Ltd; Sion (W) Mumbai-400 022.

* The special resolutions set out in the notice of AGM of 2017-18 were passed by theshareholders with requisite majority.

37. MEANS OF COMMUNICATION

a) The Un-audited quarterly/ half yearly results are announced within forty-five daysof the close of the quarter. The audited annual results are announced within sixty daysfrom the closure of the financial year as per the requirement of the Listing Regulations.

b) 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.

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

d) 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.

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

38. GENERAL SHAREHOLDER INFORMATION

1 Annual general meeting 35th Annual General Meeting
Date Monday 30th day of September 2019
Time 2.00 p.m.
Venue Cafe Istaa 12A/1 New Sion Co-Op. Hsg. Soc. Ltd. Sion - West Mumbai - 400022.
2 Financial calendar April 1 to March 31
3 Date of book closure 13th September 2019 to 30th September 2019 [both days inclusive)
4 Listing on stock exchanges BSE Limited P.J. Towers Dalai Street Fort Mumbai-400 001.
5 Security code 511254
6 Demat ISIN numbers in NSDL & CDSL for equity shares INE771Z01015
7 Listing Fees The annual listing fees for the F. Y. 2018-19 has been paid to the BSE
8 Registrar & Share Transfer agent Link Intime India Pvt. Ltd. C-101 247 Park L.B.S. Marg Vikhroli [W) Mumbai-400 083. Phone: [022) 25963838/25946970 E-mail : rnt.helpdesk@linkintime.co.in
9 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 As on 31st March 2019- 226700 shares out of 320000 shares of the Company have been dematerialized representing 70.84%. The Company has entered into an agreement with NSDL and CDSL whereby shareholders have an option to dematerialize their shares with the depositories.
Shareholders who continue to hold shares in physical form are advised to dematerialize their shares at the earliest since it helps in immediate transfer without any payment of stamp duty. The risks pertaining to physical certificates like loss theft forgery damage are eliminated when shares are held in electronic form. For any clarification assistance or information relating to dematerialization of shares please contact the Company's RTA.
SEBI has notified vide Notification No. SEBI/LAD- NRO/GN/2018/24 dt.08th June 2018 that except in case of transmission or transposition of securities requests for effecting the transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depositoiy. In other words there will not be any transfer of physical share after 5th December 2018.
12 Reconciliation of share capital audit report As stipulated by SEBI a qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges on which the shares of the Company are listed. The audit confirms that the total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.
13 Plant location The Company does not have any plant.
14 Details of non-compliance No penalty has been imposed by any stock exchange SEBI or SEC nor has there been any instance of non- compliance with any legal requirements or on matters relating to the capital market over the last three years.

 

15 Address for Correspondence
Registered office of the Company Register and transfer agents
Mr. Umesh Patil Company Secretary and Link Intime India Pvt. Ltd.
Compliance Officer C-101247 Park L.B.S. Marg
Add: 12-A/l New Sion Co-op. Hsg. Soc. Vikhroli (W) Mumbai-400 083.
Ltd. Sion (W) Mumbai 400022. Phone: (022) 25963838/25946970
Phone: (022) 24073836 E-mail : rnt.helpdesk@linkintime.eo.in
Fax: (022) 24082687
e-mail: info(3)sa garsvstech.com
website: www.sagarsvstech.com

39. OTHER DISCLOSURES

a. The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings;

b. The Statutory auditors and the Secretarial auditors of the Company have not reportedany instances of fraud or irregularities as specified under Section 143[12) of the Actread with Rule 13 of the Companies [Audit and Auditors) Rules 2014;

c. There were no significant and material orders passed by the Regulators / Courtswhich would impact the going concern status of the Company and its future operation;

d. Maintenance of cost records u/s 148 of the Act is not required for the Company;

The Company does not have any scheme or provision of money for the purchase of orsubscription to its own shares by the employees/ Directors or by trustees for the benefitof the employees/ Directors

40. 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 2018-19 and Notice of the 35th Annual General Meeting are sent to allmembers whose email addresses are registered with the Company / Depository Participants).For members who have not registered their email addresses physical copies are sent in thepermitted code.

41. 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
Meena Mukesh Babu Mukesh Babu
Managing Director Director
DIN: 00799732 DIN: 00224300
Date: 13th August 2019
Place: Mumbai