To
The Members,
Sagar Systech Limited
Your directors take pleasure in presenting the Fortieth (40th) Annual
Report on the business, operations and state of affairs of the Company together with the
Audited Financial Statements for the financial year ended 31st March, 2024.
I. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results:
The Company's financial highlights for the year under review along with previous year
figures are given hereunder:
(Amt in ‘000)
| Particulars |
(2023-24) |
(2022-23) |
|
Amount Rs. |
Amount Rs. |
| Income From Operations |
(2,413) |
- |
| Other Income |
2,075 |
6,515 |
| Total Revenue |
(338) |
6,515 |
| Total Expenses |
3,809 |
1,926 |
| Profit/(Loss) before Interest, Depreciation |
(1,921) |
4,784 |
| & Tax |
|
|
| Less:Interest |
(2,226) |
(195) |
| Profit/(Loss)before Depreciation |
(4,147) |
4,589 |
| Less: Depreciation |
- |
- |
| Profit/(Loss) After Depreciation and |
(4,147) |
4,589 |
| Interest |
|
|
| Less: Current Income Tax |
- |
(12) |
| Less: Deferred Tax |
(3) |
(12) |
| Net Profit After Taxation |
(4,150) |
4,613 |
| Other Comprehensive Income |
|
|
| Items that will not be reclassified to Profit & Loss |
26,278 |
(15,587) |
| Income Tax relating to items that will not be reclassified to Profit & Loss |
(2,733) |
1,621 |
| Total Comprehensive Income/(Loss) for the Year |
19,395 |
(9,353) |
| Earnings Per Share (Basic/Diluted) |
(12.97) |
14.42 |
b. Performance Review / Operations:
During the financial year 2023-2024, Company suffered loss of Rs. 4,150 thousands as
compared to the profit of Rs. 4,613 thousands in the previous financial year. There was no
provision for depreciation required.
There was no change in nature of business of the Company, during the year under review.
c. Dividend:
Due to the losses incurred by the Company, your directors have thought it prudent not
to recommend any dividend for the financial year 2023-2024 under review.
d. Transfer to General Reserve:
During the year under review, there was no amount transferred to the reserves by the
Company.
e. Share Capital:
The paid-up equity share capital as on 31st March 2024 was Rs. 3200
thousand. During the year under review, there was no public issue, rights issue, bonus
issue or preferential issue etc. The Company has not issued shares with differential
voting rights or sweat equity shares.
f. Unpaid Dividend & IEPF:
The Company has not transferred any amount to the Investor Education & Protection
Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.
g. Report on Performance of Subsidiaries, Joint Venture and Associate Companies:
During the year under review, your Company did not have any subsidiary, associate and
joint venture company.
h. Consolidated Financial Statement:
The Company does not have any subsidiary; the provisions of Section 129(3) of the
Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is not
applicable to the Company.
i. Material Changes and Commitment, if any, affecting the Financial Position of the
Company that occurred between the end of the Financial Year to which this Financial
Statements relate and the date of the report:
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position have occurred between the end of the
financial year of the Company and date of this report.
j. Public Deposits:
The Company has neither accepted nor renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with the Chapter V of the Act
is not applicable.
k. Particulars of Loans, Guarantees. Investments and Securities made under Section
186 of the Companies Act, 2013:
During the year under review, the Company has not given any guarantees or provided
security. The details of loans and investments made by the Company under Section 186 of
the Companies Act, 2013 has been furnished in the Notes to Accounts which forms part of
the financials of the Company.
l. Particulars of Contracts or Arrangements made with Related Parties:
All contracts, arrangements or transactions entered in to by the Company during the
financial year 2023-2024, were in the ordinary course of business and were at an arm's
length basis.
All related party transactions were placed before the Audit Committee for their
approval. Prior omnibus approval of the Audit Committee was obtained for the transactions
which were of repetitive nature. The transactions entered into pursuant to the omnibus and
specific approvals are reviewed periodically by the Audit Committee.
There were no materially significant related party transactions made by the Company
during the year under consideration with the Promoters, Directors or Key Managerial
Personnel 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 contract,
arrangement or transaction with related parties which could be considered material in
accordance with the Company's policy on materiality of related party transactions and a
Policy on dealing with Related Party Transactions. The Policy is available on the
Company's Website at www.sagarsystech.com.
Members may refer to Notes to Accounts of the financial statement which sets out
related party disclosures. The information on transactions with related parties pursuant
to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 are given in "Annexure-A" in Form AOC-2 which is part of this
report.
m. Disclosure of Internal Control Systems and their Adequacy:
The Company has in place adequate internal financial controls with reference to
financial statements. The Company's internal control system is designed to ensure
operational efficiency, protection and conservation of resources, accuracy and promptness
in financial reporting and compliance with the laws and regulations.
The Company has an internal control system, commensurate with the size of its
operations and nature of its business activities and is supported by an internal audit
process. M/s. V. R. Pandya & Co., Chartered Accountants, the Internal Auditor of the
Company monitors and evaluates the efficacy and adequacy of its internal control system,
its compliance with operating systems, accounting procedures and policies of the Company.
n. 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 a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules made thereunder.
o. Secretarial Standards:
The Directors state that the Company has duly followed applicable Secretarial
Standards, 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 Audit
report confirms the same.
p. Extract of Annual Return:
In compliance with section 134(3)(a), the annual return referred to in subsection (3)
of Section 92 has been placed on the website of the Company at www.sagarsystech.com.
q. Particulars of Employees and Related Disclosures:
During the year under review, the Company has not paid any remuneration to the
Executive Director. Hence, the disclosure required pursuant to Section 197(12) of the
Companies Act, 2013 in respect of the ratio of the remuneration of each director to the
median employee'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 to
the Company.
Mrs. Meena Babu (DIN: 00799732) the Managing Director of the Company has waived her
remuneration for the F. Y. 2023-2024.
r. Conservation of Energy. Technology Absorption. Foreign Exchange Earnings and
Outgo:
The Company is not engaged in any manufacturing activities and therefore, no
particulars 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 under
review.
s. Management Discussions and Analysis Report:
The Management Discussion and Analysis is annexed to this Report as Annexure - E and
forms the integral part of this report and covers, amongst other matters, the performance
of the Company during the financial year under review as well as the future prospects.
t. Policy for Determination of Materiality of Events or Information:
As required under Regulation 30(4) (ii) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has updated the Policy for Determination of
Materiality of Events or Information and available on the website of the Company www.sagarsystech.com.
u. Company's Remuneration Policy:
Pursuant to applicable Regulations of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and Section 178 (3) of the Companies Act, 2013, the Board
has, on recommendation of the Nomination and Remuneration Committee, framed a policy for
selection and appointment of Directors, Key Managerial Personnel and fixing their
remuneration including criteria for determining qualification, positive attributes,
independence of director and key managerial personnel.
v. Report on Corporate Governance:
Pursuant to sub-regulation (2) of Regulation 15 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance along
with the Auditors' Certificate on its compliance is not applicable to the Company.
w. 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 or
Subscription to its own shares by the employees/ Directors or by trustees for the benefit
of the employees/ Directors.
x. Green Initiative:
As in the previous years, this year too, we are publishing the statutory disclosures
along with the Notice of the AGM in the print version of the Annual Report. Electronic
copies of the Annual Report 2023-24 and Notice of the 40th Annual General
Meeting are sent to all members whose email addresses are registered with the Company /
Depository Participant(s). For members who have not registered their email addresses,
physical copies are sent in the permitted mode.
II. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
a. Cessation
There was no cessation of Director during F. Y. 2023-2024.
b. Appointment of Director
During the year, the members approved the following re-appointments:
• Mr. Mehul Patel (DIN: 00221945) and Mr. Vijay Vora (DIN: 00224394) as
Independent Directors for a second consecutive term of five years from 29th May
2023 upto 28th May, 2028.
In the opinion of the Board, Mr. Mehul Patel and Mr. Vijay Vora are persons of
integrity and fulfil requisite conditions as per applicable laws and are independent of
the management of the Company.
• Mrs. Meena Mukesh Babu (DIN: 00799732) as Managing Director for a period of 5
years with effect from 29th May 2023 upto 28th May, 2028.
c. Retirement by Rotation
In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mukesh
Champaklal Babu, Director (DIN: 00224300) retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for reappointment. The Board recommends
his re-appointment.
In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013,
brief profile of the Director to be appointed/re-appointed is included in the Notice,
which 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 there
under, 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 (upto 15th May, 2023)
Ms. Tejal Chheda - Company Secretary & Compliance Officer (w.e.f. 15th May, 2023)
III. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES
a. Board Meetings:
The Board meets at regular intervals to discuss and decide on Company's business,
policies and strategies. A tentative annual calendar of the Board and Committee Meetings
is informed to the Directors in advance to facilitate them to plan their schedule and to
ensure meaningful participation in the meetings. However, in case of a special and urgent
business need, the Board's approval is taken by passing resolutions through circulation,
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 the
Company. 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 2023-2024 i.e., 09th
May, 2023, 30th June, 2023, 11th August, 2023, 03rd
November, 2023, and 09th February, 2024. 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 AGM attended |
| 1 |
Mr. Mukesh Babu |
Chairperson & Non-Executive Director |
5 |
5 |
Yes |
| 2 |
Mrs. Meena Mukesh Babu |
Managing Director |
5 |
5 |
Yes |
| 3 |
Mr. Vijay Vora |
Independent Director |
5 |
5 |
Yes |
| 4 |
Mr. Mehul Patel |
Independent Director |
5 |
5 |
Yes |
*During the year under review, no remuneration/sitting fees were paid to any Director
of the Company.
b. Composition of the Board:
As on 31st March, 2024, the Board had four members, out of which one is
Executive Director (Woman Director) and three are Non-Executive Directors out of which two
are Independent Directors. The composition of the Board of Directors is in conformity with
Section 149 of the Companies Act, 2013. The Board of Directors is chaired by Non-Executive
Director of the Company.
The Company requires skills/expertise/competencies in the areas of strategic planning,
finance, accounting, economics, legal and regulatory matters, mergers and acquisitions,
green technologies, sustainability to efficiently carry on the businesses of the Company.
The Board is satisfied that the current composition reflects an appropriate mix of
knowledge, skills, experience, expertise, diversity and independence. The Board provides
leadership, strategic guidance, an objective and independent view to the Company's
management while discharging its fiduciary responsibilities, thereby ensuring that the
management adheres to high standards of ethics, transparency and disclosure.
Matrix setting out the skills/expertise/competence of the Board of Directors is as
below:
| Mrs. Meena Babu (Managing Director) |
Mr. Mukesh Babu (Non-Executive Director) |
Mr. Vijay Vora (Independent Director) |
Mr. Mehul Patel (Independent Director) |
| Skills: Capital Markets, Finance Markets and Business, Strategic
Planning and Finance |
Skills: Capital Markets, Finance Markets and Business, Strategic
Planning, Finance and Accounting |
Skills: Business and Strategic Planning |
Skills: Capital Markets, Finance and Accounting |
The Board periodically reviews and evaluates the need for change in its composition and
size. None of the Directors of the Company hold directorship in more than 10 public
companies. Further, none of them is a member of more than 10 committees or chairman of
more 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, 2015
issued by V. V. Chakradeo & Co., Practising Company Secretaries, none of the Directors
on the Board of the Company for the Financial Year ending on 31st March, 2024
have been debarred or disqualified from being appointed or continuing as Directors of
companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or
any such other Statutory Authority.
The Certificate from Practicing Company Secretary is annexed to this report as Annexure
- B.
c. Audit Committee:
As required under Section 177 of the Companies Act, 2013, Company has a competent Audit
Committee consisting of Independent Directors and nonexecutive Directors.
The Committee met 4 (four) times during the financial year 2023-2024 i.e., on 09th
May, 2023, 11th August, 2023, 03rd November, 2023, and 09th
February, 2024.
The Company Secretary acts as Secretary to the Committee. The gap between two meetings
did not exceed one hundred and twenty days and the necessary quorum was present for all
the meetings held during the year.
The composition of the Audit Committee and the details of meetings attended by members
of 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 & Non- Executive Director |
4 |
4 |
*During the year under review, no remuneration/sitting fees were paid to any Committee
Members of the Company.
d. Nomination and Remuneration Committee:
As required under Section 178(1) of the Companies Act, 2013, Company has a competent
Nomination and Remuneration Committee consisting of Independent Directors and
Non-executive directors of the company.
The Nomination and Remuneration Committee met twice during the financial year 2023-2024
on 09th May, 2023 and 30th June, 2023 and the necessary quorum was
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 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 |
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/sitting fees were paid to any Committee
Members of the Company.
e. 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 of
redressal of grievances of Company's stakeholders.
The Stakeholders Relationship Committee met 4 (four) times during the financial year
2023-24 i.e., 09th May, 2023, 11th August, 2023, 03rd
November, 2023, and 09th February, 2024. As stipulated, the gap between two
meetings did not exceed 120 days and the necessary quorum was present at the meeting.
The Company Secretary & Compliance Officer of the Company acts as Secretary to the
Committee.
The composition of the Committee and the attendance of the members of the Stakeholders
Relationship Committee during the financial year 2023-2024 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 |
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/sitting fees were paid to any Committee
Members of the Company.
The Company has appointed, Link Intime India Private Limited as its Registrar and Share
Transfer Agent (RTA). Mrs. Meena Mukesh Babu, Managing Director and/or Ms. Tejal Chheda,
Company Secretary and Compliance officer of the Company oversee the compliance for
complying with the requirements of the SEBI Listing Regulations and SEBI (Prohibition of
Insider Trading) Regulations as amended from time to time as well as the functioning of
the RTA.
During the year under services, there was no investor complaint received. The status of
complaints was reported to the Board on a quarterly basis. Details of investors'
complaints as on 31st March, 2024 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 frame
prescribed by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and there were no pending requests for the financial year ended 31st March,
2024.
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, Stock
Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. if any.
f. Vigil Mechanism and Whistle Blower Policy for the Directors and Employees:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the
Companies (Meeting of Board & its Powers) Rules, 2014 as amended, the Company has an
effective Whistle Blower Policy & vigil mechanism to deal with the instances of fraud
and mismanagement. The policy is available on the Company's website at www.sagarsystech.com.
The policy provides for adequate safeguard against the victimisation of the employees
and Directors who express their concerns. The Company has also provided direct access to
the Chairman of the Audit Committee on reporting issues concerning the interests of
employees and the Company. The functioning of Vigil Mechanism is overseen by the Audit
Committee. There was no instance of denial of access to the Audit Committee.
g. Risk Management Policy:
The Board of the Company monitors the risk management plan for the Company. The Board
reviews the plan ensuring its effectiveness.
h. Corporate Social Responsibility (CSR) Policy:
The Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules 2014, is not applicable to our Company for the financial year
ended 2023-24 under review.
i. Code of Conduct:
The Board has laid down the Code of Conduct for all the Board members and the senior
managerial 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) of
the SEBI(Prohibition of Insider Trading) Regulations, 2015, the Company has amended its
Code of Practice and Procedure for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI) (''the Code'').
All the Board members and senior managerial personnel of the Company have affirmed
compliance with the Code of Conduct framed by the Board and a declaration signed by the
Managing Director to this effect as required under Regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report
for the financial year 2023-24 as Annexure - C.
j. Policy on Directors' Appointment and Remuneration including criteria for
determining qualifications, positive attributes, independence of director and other
matters 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 has
formulated a Nomination & Remuneration Policy on Directors' appointment and
remuneration criteria for determining qualifications, positive attributes, independence of
a director and other matters provided under subsection (3) of section 178.
The Nomination & Remuneration Policy of the Company is available on the Company's
website: www.sagarsystech.com.
k. Evaluation of the performance of the board, its committees & individual
directors:
Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 read with under
Clause VIII of Schedule IV to the Companies Act, 2013 and the requirements laid down under
Schedule II on Corporate Governance of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015; the Nomination and Remuneration Committee has framed
Policy for evaluation of performance of the Board, its committees and individual
Directors.
The Policy inter alia provides the criteria for evaluation of performance such as Board
effectiveness, quality of discussion, contribution at the meetings, business acumen,
strategic thinking, and relationship with the stakeholders, corporate governance
practices, contribution of the Committees to the Board in discharging its functions, etc.
During the year under review, a meeting of Independent Directors was held on 9th May
2023 to carry out annual evaluation of the performance of the Board, its committees and of
individual directors.
l. Policies of the Company:
The Company is determined to maintain a good corporate governance practice and has a
robust 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, 2013 and SEBI
(LODR) Regulations, 2015 in order to follow a uniform system of procedures. These policies
are periodically reviewed and updated by the Board of Directors of the Company from time
to 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
The aforementioned policies are available on the website of the Company and can be
accessed at www.sagarsystech.com.
IV. INDEPENDENT DIRECTORS:
a. Declaration from Independent Directors:
The Board has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and have their names registered in the Independent Director's Databank.
b. Criteria for Performance Evaluation:
Nomination and Remuneration Committee has laid down various criteria for performance
evaluation of Independent Directors which, inter-alia, includes preparedness and
attendance at the meetings, understanding of Company's operations and business and
contribution at Board Meetings.
c. Details of Familiarization Programme:
Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, every Independent Director on the Board is familiarized
by the Executive Directors/ Senior Managerial Personnel about the Company's strategy,
operations, organization structure, human resources, quality, and finance and risk
management 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 a
formal letter of appointment outlining his/ her role, functions, duties and
responsibilities as a director. The terms and conditions of letter of appointment is
available on the Company's website at www.sagarsystech.com.
V. AUDITORS AND AUDIT REPORT:
a. Statutory Auditors:
At the 38th Annual General Meeting of the company held on 27th
June, 2022, the members of the company have appointed M/s. Shah, Shah & Shah,
Chartered Accountants (FRN: 116457W) as the Statutory Auditors of the Company for a term
of 5 (five) years upto the conclusion of 43rd Annual General Meeting to be held in the F.
Y. 2026-2027 without further ratification of such appointment by the members.
The Auditors Report annexed to the Financial Statements does not contain any
qualification, reservation or adverse remark or disclaimer.
b. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors in its meeting held on 9th May, 2023 appointed CS V. V. Chakradeo of
M/s. V. V. Chakradeo & Co., Practicing Company Secretaries (FCS: 3382/ COP: 1705) to
carry out the audit of secretarial records of the Company for the financial year
2023-2024. The consent of the Secretarial Auditor to undertake the secretarial audit for
the financial year ended 31st March, 2024 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 adverse
remark or disclaimer.
c. Reporting of Frauds by Statutory Auditors:
The Statutory Auditors of the Company have not reported any instances of fraud in the
Company during the year under review as specified under the Section 143(12) of the
Companies Act, 2013.
VI. GENERAL BODY MEETINGS AND SHAREHOLDER INFORMATION:
a. General Body Meetings:
Details of last three Annual General Meetings held:
| Meeting No. |
No. of SR passed |
Date |
Time |
Venue |
| 39th AGM |
2 |
04.08.2023 (2022-23) |
12.30 p.m. |
301-302, Sagar Avenue, S. V Road, Andheri (West), Mumbai-400058 |
| 38th AGM |
2 |
27.06.2022 (2021-22) |
12.30 p.m. |
Cafe Istaa, 12-A/1, New Sion Co-Op. Hsg. Soc. Ltd., Sion - West, Mumbai
- 400022 |
| 37th AGM |
-- |
29.09.2021 (2020-21) |
12.30 p.m. |
Cafe Istaa, 12-A/1, New Sion Co-Op. Hsg. Soc. Ltd., Sion - West, Mumbai
- 400022 |
* The (SR) special resolutions set out in the notice of AGM of were passed by the
shareholders with requisite majority.
b. Means of Communication:
(i) The Un-audited quarterly/ half yearly results are announced within forty-five days
of the close of the quarter. The audited annual results are announced within sixty days
from the closure of the financial year as per the requirement of the Listing Regulations.
(ii) The quarterly/half-yearly/annual financial results of the Company are published in
one leading English daily newspaper i.e. Free Press Journal and one vernacular daily
newspaper i.e. Navshakti.
(iii) The financial results are also uploaded on the Company's Website www.sagarsystech.com.
(iv)The quarterly results, shareholding pattern, quarterly compliances and all other
corporate communications to BSE Limited are filed electronically. The Company has complied
with filing submissions through BSE Listing Centre.
c. General Shareholder Information:
| 1 |
Annual general meeting |
40th Annual General Meeting |
|
Date |
Friday, 27th day, of September, 2024 |
|
Time |
12.30 p.m. |
|
Venue |
301-302, Sagar Avenue, S. V Road, Andheri (West) Mumbai-400058, Maharashtra |
| 2 |
Financial calendar |
1st April 2023 to 31st March 2024 |
| 3 |
Date of book closure |
21st September, 2024 to 27th September, 2024 (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. 2023-24 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, 2024 - 3,01,350 shares out of 3,20,000 shares of the
Company have been dematerialized representing 94.17%. 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 depository. In other words, there will not be any
transfer of physical share after 5th December 2018. |
|
|
Members are thereby informed that pursuant to the SEBI Circular relating to
‘Amendment to SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandating transfer of securities in dematerialized form with a depository', shares
are to be transferred only in demat form. The amendment does not prohibit the investor
from holding the shares in physical form, investor has the option of holding shares in
physical form but any investor who is desirous of transferring shares (which are held in
physical form) after 1st April 2019 can do so only once after the shares are
dematerialized. |
| 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 |
Registrar and transfer agents |
|
12-A/1, New Sion Co-op. Hsg. Soc. Ltd., Sion (W), Mumbai 400022 Phone: (022) 24073836,
e-mail: info@sagarsystech.com website: www.sagarsystech.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 |
VII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There were no significant and material orders passed by the Regulators / Courts which
would impact the going concern status of the Company and its future operations.
VIII. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:
The company has neither made any applications nor any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 during the year ended March 31, 2024.
IX. DIFFERENCE IN VALUATION:
The company has not availed any one-time settlement facility and has not taken any loan
from the banks and financial institutions during the year under review. Therefore, the
company was not required to provide the details with reference to the difference in the
amount of valuation done at the time of one-time settlement and valuation done while
taking loan from the banks or financial institutions.
X. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the
Board hereby submit its Responsibility Statement that —
a. in the preparation of the annual accounts for the year ended 31st March,
2024, the applicable IND-AS had been followed along with proper explanation relating to
material departures;
b. they had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company as at 31st March, 2024 and of the profit
and loss of the company as on that date;
c. they had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act 2013 for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d. they had prepared the annual accounts on a going concern basis; and
e. they had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively;
f. they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
XI. ACKNOWLEDGEMENTS:
Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your company's activities during the year under review. Your directors also acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board of Directors of SAGAR SYSTECH LIMITED
| Meena Babu |
Mukesh Babu |
| Managing Director |
Director |
| DIN:00799732 |
DIN:00224300 |
| Date: 09th August, 2024 |
|
| Place: Mumbai |
|