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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-Sixth (36th] AnnualReport on the business operations and state of affairs of the Company together with theAudited Financial Statements for the financial year ended 31stMarch 2020.

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.
2019-2020 2018-2019
Income From Operations - -
Other Income 874476 1337211
Total Revenue 874476 1337211
Total Expenses 1459878 1147803
Profit/(Loss] before Interest Depreciation & Tax (585402) 189408
Less : Interest - -
Profit/(Loss)before Depreciation (585402) 189408
Less : Depreciation - -
Profit/(Loss) After Depreciation and Interest (585402) 189408
Less: Current Income Tax - -
Less: Deferred Tax - -
Net Profit After Taxation (585402) 189408
Balance carried to Balance Sheet (585402) 189408
Earnings Per Share (Basic/Diluted] (1.83) 0.59

2. RESERVES & SURPLUS

The Company incurred loss of Rs.585402/- for the financial year ended 31stMarch 2020. NIL amounts are proposed to be transferred to General Reserve.

3. DIVIDEND

In view of the losses from operations your Directors regret to not declare anydividend for the financial year 2019-2020.

4. SHARE CAPITAL

The paid up share capital of the Company as on 31st March2020 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 review

theCompany has neither issued any shares with differential voting rights nor grantednot any sweat equity.

5. PERFORMANCE REVIEW / OPERATIONS

During the financial year 2019-2020 Company has incurred loss of Rs.585402/- ascompared to profit of Rs.189408/- in the previous financial year. There was no provisionfor depreciation 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. COVID

The outbreak of COVID-19 pandemic globally and in India is causing significantdisturbance and slowdown of economic activity. India announced country-wide strictlockdown since the last week of March 2020 and such measures continue to be in force tilldate in gradually relaxed form. The company has been permitted to operate under thelockdown guidelines. However measures taken by the Government of each country to containthe spread of the virus including travel bans quarantines social distancing and closureof non-essential services have triggered significant disruptions to businesses worldwideresulting in an economic slowdown including in India.

10. 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.

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

During the year under review the Company has not given any loan or guarantee.Howeverthe details of investments madeby the Company under Section 186 of the Companies Act 2013is furnished 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 2019-2020 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 and aPolicy on dealing with Related Party Transactions. The Policy is available on theCompany's Website at www.sagarsysytech.com

The transactions entered into with related parties as specified under Section 188 arefurnished in Form-A0C-2 and is attached to this report as Annexure-A.

13. 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 2019-2020 under review.

14. 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. M/s. V. R. Pandya & Co CharteredAccountants the Internal Auditor monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

15. 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.

16. 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.

17. 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 complaints or cases reported duringthe financial year ended 31st March 2020.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a] Cessation:

There were no cessations during F. Y.2019-2020

(b] Appointment of Director:

There were no Appointments of Directors during F. Y. 2019-2020

(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 hisre-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 Notice whichforms part of this Annual Report.

(d) Key Manageria 1 Personne 1:

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.

19. BOARD AND COMMITTEES Composition of the Board

As on 31st March 2020 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 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 2020have 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 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 2019-2020 i. e 30thMay201913thAugust 2019 11thNovember 2019 14thFebruary 2020.As

stipulated the gap between two meetings did not exceed 120 days.

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

During the year under review no remuneration/sitting fees were paid to any Director ofthe Company.

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"].

The Revised Code of Practice and Procedure for Fair Disclosure of UPSI effective from 1stApril 2019 is also available on the website of the Company www.sagarsystecb.com

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 2019-20 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 executiveDirector of the.

The Committee met 4 (four] times during the financial year 2019-2020 i.e. on 30th May201913thAugust 201911th November 2019 and 14thFebruary 2020.

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:

S r. N o 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 & Non Executive 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 andNon-executive directors of the company.

The Nomination and Remuneration Committee met once time during the financial year2019-2020on 30th May 2019 and the necessary quorum was present at the meeting.

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 given below

Sr. No Name of Director D esignation/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 & Non Executive 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 2013Company 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 year2019-20 i. e 30th May 2019 13th August 2019 11thNovember 2019 14th February 2020. 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 2019-2020 are as given below.

Sr. No Name of Director D esignation/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 & Non Executive 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 were no investor complaints received. The statusof complaints was reported to the Board on a quarterly basis. Details of investors'complaints as on 31st March 2020 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 2015 and there were no pending requests for the financial year ended 31stMarch 2020.

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.

20. 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's Databank.

(ii) Criteria for Performance Eva luation:

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) Detai ls of Fami l iarization 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 issuesaformal 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.

21. 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.

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDEDUNDER 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 has

formulated 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

23. 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

have been framed by the Board of Directors as required under the Companies Act 2013and SEBI (LODR] Regulations 2015 in order to follow a uniform system of procedures. Thesepolicies are periodically reviewed and updated by the Board of Directors of the Companyfrom time to 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.sagarsystech.com.

24. 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 March2020 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 andmadejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31st March 2020 and of theprofit and 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.

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. AUDITORS AND AUDIT REPORT STATUTORY AUDITORS

At the 33rdannual 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 aterm a of five (5] years from the conclusion of the 33rdAnnualGeneral Meeting until the conclusion of the 38th Annual General Meeting to beheld in year 2022 without further ratification of such appointment by the members.

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