sagar systech ltd Directors report

b. Performance Review / Operations:

During the financial year 2022-2023, Company has earned profit of Rs. 4,613 thousands as compared to the profit of Rs. 835 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:

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year 2022-2023 under review.

d. Share Capital:

The paid-up equity share capital as on 31 March 2023 was Rs. 3200 thousand. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares.

e. 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.

f. Reserves & Surplus:

During the year under review, there was no amount transferred to the reserves by 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 Companys 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 not accepted or 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 Section186 of the Companies Act, 2013:

During the year under review, the Company has not given any loan or guarantee. The details of 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 2022-2023, were in the ordinary course of business and were at an arms 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 Companys policy on materiality of related party transactions and a Policy on dealing with Related Party Transactions. The Policy is available on the Companys Website at www.sagarsystech.com.

Members may refer to Notes to Account 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 an internal control system. M/s. V. R. Pandya & Co, Chartered Accountants, the Internal Auditor of the company, monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

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

During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

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 92(3) of the Companies Act, 2013, a detailed Annual Return is available 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 employees 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. 2022-2023.

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. Companys 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:

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 2022-23 and Notice of the 39^th 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 code.

II. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a. Cessation

There was no cessation of Director during F. Y.2022-2023.

b. Appointment of Director

There was no Appointment of Director during F. Y. 2022-2023. c. Retirement By Rotation

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Meena Mukesh Babu, Director (DIN: 00799732) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. The Board recommends her 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

The Board of Directors of the Company in their meeting held on 09.05.2023 has appointed Ms. Tejal Chheda as the Company Secretary and Compliance Officer of the Company in place of Mr. Umesh Patil, who has resigned from his post.

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:

The current tenure of Mrs. Meena Mukesh Babu, Managing Director of the Company expired on 28^th May, 2023. Accordingly, in view of the above the Board of Directors of the Company has, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on May 9, 2023 proposed the reappointment of Mrs. Meena Mukesh Babu as Managing Director of the Company for a period of 5 years from 29^th May, 2023 till 28^th May 2028, subject to the approval of the shareholders in this Annual General Meeting.

Necessary resolution for reappointment of the said Managing Director is included in the Notice of AGM for seeking approval of members.

III. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings:

The Board meets at regular intervals to discuss and decide on Companys 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 Boards 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 4 (four) times during the financial year 2022-2023 i.e., 27^th May, 2022, 10^th August, 2022, 11^th November, 2022, and 10^th February, 2023. As stipulated, the gap between two meetings did not exceed 120 days.

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

b. Composition of the Board:

As on 31^st March, 2023, 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.

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

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 Companys management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure.

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 31^st March, 2023 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 non-executive Directors. The Committee met 4 (four) times during the financial year 2022-2023 i.e., on 27^th May, 2022, 10^th August, 2022, 11^th November, 2022, and 10^th February, 2023.

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:

*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 once during the financial year 2022-2023 on 27^th May, 2022 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:

*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 Companys stakeholders.

The Stakeholders Relationship Committee met 4 (four) times during the financial year 2022-23 i.e., 27^th May, 2022, 10^th August, 2022, 11^th November, 2022, and 10^th February, 2023. 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 2022-2023 are as given below:

*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 Mr. Umesh Patil, 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 31^st March, 2023 are given below:

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 31^st March, 2023.

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 Companys 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 2022-23 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 2022-23 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 Companys 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.

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

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

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 Directors 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 Companys 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 Companys 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 Companys website at www.sagarsystech.com.

V. AUDITORS AND AUDIT REPORT:

a. Re-Appointment of Statutory Auditor:

At the 38^th Annual General Meeting of the company held on 27^th 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 Five years upto the conclusion of 43rd Annual General Meeting to be held for 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 27^th May, 2022 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 2022-2023. The consent of the Secretarial Auditor to undertake the secretarial audit for the financial year ended 31st March, 2023 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:

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

b. Means of Communication:

b) The quarterly/half-yearly/annual financial results of the Company are published in the Free Press Journal and Navshakti. These results are not distributed / sent individually to the shareholders.

c. General Shareholder Information:

VII. 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 31^st March, 2023, 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 31^st March, 2023 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.

VIII. 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.

IX. 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 Companies 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