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Sagar Systech Ltd.

BSE: 511254 Sector: Financials
NSE: N.A. ISIN Code: INE771Z01015
BSE 00:00 | 16 Jun Sagar Systech Ltd
NSE 05:30 | 01 Jan Sagar Systech Ltd
OPEN 61.75
PREVIOUS CLOSE 61.75
VOLUME 1
52-Week high 61.75
52-Week low 61.75
P/E 44.42
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 61.75
CLOSE 61.75
VOLUME 1
52-Week high 61.75
52-Week low 61.75
P/E 44.42
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sagar Systech Ltd. (SAGARSYSTECH) - Director Report

Company director report

To The Members

Your directors have pleasure in presenting the Thirty-Eighth (38th) AnnualReport on the business operations and state of affairs of the Company together with theAudited Financial Statements for the financial year ended 31st March 2022.

1. FINANCIAL HIGHLIGHTS:

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

Amt.(000)

Particulars Current Year Amount Rs. Previous Year Amount Rs.
2021-2022 2020-2021
Income From Operations - -
Other Income 2697 860
Total Revenue 2697 860
Total Expenses 1752 1492
Profit/(Loss) before Interest Depreciation & Tax 1204 (490)
Less: Interest (259) (142)
Profit/(Loss)before Depreciation 945 (632)
Less: Depreciation - -
Profit/(Loss) After Depreciation and Interest 945 (632)
Less: Current Income Tax (110) -
Less: Deferred Tax - -
Net Profit After Taxation 835 (632)
Other Comprehensive Income
Items that will not be reclassified to Profit & Loss (28223) 43618
Income Tax relating to items that will not be reclassified to Profit & Loss 2935 (4536)
Total Comprehensive Income/Loss for the Year (24453) 38450
Earnings Per Share (Basic/Diluted) 2.61 (1.98)

2. RESERVES & SURPLUS:

The Company earned profit of Rs. 945 thousand for the financial year ended 31stMarch 2022. The NIL amounts are proposed to be transferred to General Reserve.

3. DIVIDEND:

With a view to conserve resources your Directors have thought it prudent not torecommend any dividend for the financial year 2021-2022 under review.

4. SHARE CAPITAL:

The paid-up share capital of the Company as on 31st March2022 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.

The Company is considering the various options to raise funds. It therefore proposed toincrease Authorised from existing Rs.5000000/- (Rupees fifty Lakhs Only) divided into5.00. 000 (Five lakhs) Equity shares of Rs. 10/- (Rupees Ten Only) each toRs.10000000/- (One Crores Only) divided into 1000000 (Ten Lakhs) Equity shares of Rs.10/- (Rupees Ten Only) each by creation of additional Rs. 5000000/- (Rupees FiftyLakhs only) divided into 5.00. 000 (Five Lakhs) Equity Shares of Rs.10/- (Rupees Ten only.The Necessary resolution for the same is enclosed in Notice of ensuing Annual GeneralMeeting.

5. PERFORMANCE REVIEW / OPERATIONS:

During the financial year 2021-2022 Company has earned profit of Rs. 945 thousand ascompared to Loss of Rs. 632 thousand in the previous financial year. There was noprovision for depreciation required.

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

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

7. CONSOLIDATED FINANCIAL STATEMENT:

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 these financialstatements relate and the date of this report.

9. COVID:

The pandemic has created an unprecedented situation in which the potential threats forsocial health education economy and green projects have increased sharply. Governmentshave faced many new fiscal challenges that can be considered a threat to achievingsustainable development goals. In many countries inflation has become a central concernand there is a rising risk that inflation expectations could become de-anchored whichcould make inflation more entrenched and harder to control.

10. PUBLIC DEPOSITS:

The company has not accepted any deposits from the public during the year pursuant tothe provisions of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 or under Chapter V of the Companies Act 2013 (the Act).

11. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THECOMPANIES ACT. 201 3:

During the year under review the Company has not given any loan or guarantee. Thedetails of investments made by the Company under Section 186 of the Companies Act 2013 isfurnished in the Notes to the financial statements.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts arrangements or transactions entered in to by the Company during thefinancial year 2021-2022 were in the ordinary course of business and were at an arm'slength basis.

All related party transactions were placed before the Audit Committee for theirapproval. Prior omnibus approval of the Audit Committee was obtained for the transactionswhich were of repetitive nature. The transactions entered into pursuant to the omnibus andspecific approvals are reviewed periodically by the Audit Committee.

There were no materially significant related party transactions made by the Companyduring the year under consideration with the Promoters Directors or Key ManagerialPersonnel which have a potential conflict with the interest of the Company at large.

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 anda Policy on dealing with Related Party Transactions. The Policy is available on theCompany’s Website at www.sagarsystech.com.

Members may refer to Notes to Account of the financial statement which sets out relatedparty disclosures. The information on transactions with related parties pursuant toSection 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014are given in "Annexure-A in Form AOC-2 which is part of this report.

13. CORPORATE SOCIAL RESPONSIBILITY fCSR):

The 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 2021-2022 under review.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an internal control system. M/s. V. R. Pandya & Co CharteredAccountants the Internal Auditor of the company monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company.

The Internal Audit Reports are submitted periodically to the Audit Committee. The AuditCommittee reviews these reports with the executive management and requisite correctiveactions are taken by the process owners in their respective areas and thereby strengthenthe controls.

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 atwww.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 functioning of Vigil Mechanism is overseen by the AuditCommittee. There was no instance of denial of access to the Audit Committee.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made thereunder.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(a) Cessation:

There was no cessation of Director/KMP during F. Y.2021-2022

(b) Appointment of Director:

There was no Appointment of Director/KMP during F. Y. 2021-2022

(c) 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 ensuing Annual General Meetingand being eligible offers himself for re-appointment. The Board recommends hisreappointment.

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;

2. Mr. Kalpesh Damor - Chief Financial Officer;

3. Mr. Umesh Patil - Company Secretary & Compliance Officer.

18. BOARD AND COMMITTEES Composition of the Board:

As on 31st March 2022 the Board had four members out of which one isExecutive Director (Woman Director) and three are Non-Executive Directors out of which twoare Independent Directors. The composition of the Board of Directors is in conformity withSection 149 of the Companies Act 2013. The Board of Directors is chaired by Non-ExecutiveDirector of the Company.

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

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 2022have been debarred or disqualified from being appointed or continuing as Directors ofcompanies by the Securities and Exchange Board of India Ministry of Corporate Affairs orany such other Statutory Authority.

The Certificate from Practicing 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 throughcirculation as 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 5 (five) times during the financial year 2021-2022 i. e 29thJune 2021 20th July202113th August 2021 10thNovember 2021 and 28th January 2022. As stipulated the gap between twomeetings did not exceed 120 days.

Sr No. Name of Director Designation/Category No. of Board meetings held No. of Board. Meetings Attended Last AGM attended
1 Mr. Mukesh Babu Chairperson & Non-Executive Director 5 5 Yes
2 Mrs. Meena Mukesh Babu Managing Director 5 4 Yes
3 Mr. Vijay Vora Independent Director 5 5 Yes
4 Mr. Mehul Patel Independent Director 5 5 Yes

Code of Conduct:

The Board has laid down the Code of Conduct for all the Board members and the seniormanagerial personnel of the Company which is in compliance with Regulation 26 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 read with the SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018 & Regulation 8(2) ofthe SEBI(Prohibition of Insider Trading) Regulations 2015 the Company has amended itsCode of Practice and Procedure for Fair Disclosure of Unpublished Price SensitiveInformation (UPSI) ("the Code").

All the Board members and senior managerial personnel of the Company have affirmedcompliance with the Code of Conduct framed by the Board and a declaration signed by theManaging Director to this effect as required under Regulation 34(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the Annual Reportfor the financial year 2021-22 as Annexure - C

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 Directors.

The Committee met 4 (four) times during the financial year 2021-2022 i.e. on 29thJune 2021 13th August 2021 10th November 2021 and 28thJanuary 2022.

The Company Secretary acts as Secretary to the Committee. The gap between two meetingsdid not exceed one hundred and twenty days and the necessary quorum was present for allthe 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/Category No. of Meetings held No. of. Meetings Attended
1 . Mr. Mehul Patel Chairperson & Independent Director 4 4
2 . Mr. Vijay Vora Member & Independent Director 4 4
3 . Mr. Mukesh Babu Member & NonExecutive Director 4 4

*During the year under review no remuneration/sitting fees were paid to any CommitteeMembers of the Company.

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 and Nonexecutivedirectors of the company.

The Nomination and Remuneration Committee met once time during the financial year2021-2022 on 29th June 2021 and the necessary quorum was present at themeeting.

The Company Secretary acts as Secretary to the Committee. The composition of theCommittee and the details of meetings attended by members of the committee are givenbelow:

Sr. No Name of Director Designation/Category No. of Meetings held No. of. Meetings Attended
1. Mr. Mehul Patel Chairperson & Independent Director 1 1
2. Mr. Vijay Vora Member & Independent Director 1 1
3. Mr. Mukesh Babu Member & NonExecutive Director 1 1

*During the year under review no remuneration/sitting fees were paid to any CommitteeMembers of the Company.

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 4 (four) times during the financial year2021-22 i. e 29th June 2021 13th August 2021 10thNovember 2021 and 28th January 2022. As stipulated the gap between twomeetings did not exceed 120 daysand 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 2021-2022 are as given below:

Sr. No Name of Director Designation/Category No. of Meetings held No. of. Meetings Attended
1. Mr. Mehul Patel Chairperson & Independent Director 4 4
2. Mr. Vijay Vora Member & Independent Director 4 4
3. Mr. Mukesh Babu Member & NonExecutive Director 4 4

*During the year under review no remuneration/sitting fees were paid to any CommitteeMembers of the Company.

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.

During the year under services there was no investor complaint received. The status ocomplaints was reported to the Board on a quarterly basis. Details of investors complaintsas on 31st March 2022 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/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 March2022.

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. if any.

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 and have their names registered in the Independent Director’sDatabank.

(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 and finance and riskmanagement at 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.sagarsystch.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 Disclosure

Requirements) 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 theCompany’s website: www.sagarsvstech.com

22. POLICIES OF THE COMPANY:

The Company is determined to maintain 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 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 March2022 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 2022 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 ofallapplicable 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.

25. AUDITORS AND AUDIT REPORT:

RE-APPOINTMENT OF STATUTORY AUDITOR

M/s. Shah Shah & Shah Chartered Accountants (FRN- 116457W) Mumbai who wereappointed as statutory Auditor of the company at the 33 rd AGM of the Companyheld on 29th September 2017 has completed their term of 5 years at thisAnnual General Meeting.

As per provisions of Sections 139 142 and other applicable provisions if any of theCompanies Act 2013( the Act) as amended by the Companies (Amendment) Act 2017 read withthe Companies (Audit and Auditors) Rules 2014 as amended by the Companies (Audit andAuditors) Amendment Rules 2018 and pursuant to the recommendation made by the AuditCommittee and the Board of Directors M/s. Shah Shah & Shah Chartered Accountants(Firm Registration No116457W) be and is hereby re-appointed as statutory Auditor of thecompany for second term of Five (5) years from the conclusion of this Thirty Eighth (38)Annual General Meeting till the conclusion of Forty third (43) Annual General Meeting ofthe Company to be held for the financial year 2026-2027 subject to approval ofshareholders.

The consent of the Auditors along with certificate under Section 139 of the Act havebeen obtained from the Auditors to the effect that their re-appointment if made shall bein accordance with the prescribed conditions and that they are eligible to hold the officeof Auditors of the Company. The Board recommends the appointment of M/s. Shah Shah &Shah Chartered Accountants as the Statutory Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Noticeof AGM for seeking approval of the members

The Auditors Report annexed to the Financial Statements does not contain anyqualification reservation or adverse remark or disclaimer.

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 27th May 2022 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 2021-2022. Theconsent of the Secretarial Auditor to undertake the secretarial audit for the financialyear ended 31st March 2022 has been received by the Company.

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

The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer.

Reporting of Frauds by Statutory Auditors

The Statutory Auditors of the Company have not reported any instances of fraud in theCompany during the year under review as specified under the Section 143(12) of theCompanies Act 2013.

26. SECRETARIAL STANDARDS:

The Directors state that the Company has duly followed applicable SecretarialStandards i.e. SS-1 and SS-2 relating to 'Meetings of the Board of Directors’ and'General Meetings’ respectively. The Secretarial Auditor in his Secretarial Auditreport confirms the same.

27. EXTRACT OF ANNUAL RETURN:

In compliance with section 92(3) of the Companies Act 2013 a detailed Annual Returnis available on the website of the Company at www.sagarsystech.com.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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 medianemployee’s remuneration read with Rule 5(1) 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable tothe Company.

Mrs. Meena Babu (DIN: 00799732) the Managing Director of the Company has waived herremuneration for the F. Y. 2021-2022.

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 and available on the website of the Companywww.sagarsystech.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 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:

Meeting No. No. of SR passed Date Time Venue
37th -- 29.09.2021 12.00 Cafe Istaa 12A/1 New Sion Co-Op. Hsg.
AGM (2020-21) p.m. Soc. Ltd. Sion - West Mumbai - 400022
36th -- 30.09.2020 12.00 Cafe Istaa 12A/1 New Sion Co-Op. Hsg.
AGM (2019-20) p.m. Soc. Ltd. Sion - West Mumbai - 400022
35th 3* 30.09.2019 2.00 Cafe Istaa 12A/1 New Sion Co-Op. Hsg.
AGM (2018-19) p.m. Soc. Ltd. Sion - West Mumbai - 400022

* The (SR) special resolutions set out in the notice of AGM of were passed by theshareholders with requisite majority.

35. 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 Websitewww.sagarsystech.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.

36. GENERAL SHAREHOLDER INFORMATION:

1 Annual general meeting 38thAnnual General Meeting
Date Monday 27th day of June 2022
Time 12.30 p.m.
Venue Cafe Istaa 12A/1 New Sion Co-Op. Hsg. Soc. Ltd. Sion - West Mumbai - 40002.
2 Financial calendar 1st April 2021 to 31st March 2022
3 Date of book closure 18th June 2022 to 27th June 2022 (both days inclusive)
4 Listing on stock exchanges BSE Limited P.J. Towers Dalal 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. 2022-23 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 • 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 depository’s viz. NSDL & CDSL. • 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 2022 - 2 67200 shares out of 3 20000 shares of the Company have been dematerialized representing 83.20%. 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.08thJune 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 depository. 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. And There is difference between Issued capital and Listed capital of company.
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 noncompliance 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 Compliance 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.saearsystech.com 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

36. OTHER DISCLOSURES:

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

b) 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.

37. GREEN INITIATIVE:

As in the previous years this year too we are publishing the statutory disclosuresalong with the Notice of the AGM in the print version of the Annual Report. Electroniccopies of the Annual Report 2021-2022 and Notice of the 38thAnnual GeneralMeeting are sent to all members whose email addresses are registered with the Company /Depository Participant(s). For members who have not registered their email addressesphysical copies are sent in the permitted code.

38. ACKNOWLEDGEMENTS:

Your directors place on records 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: 27th May 2022
PLACE: MUMBAI

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