SagarSoft (India) Ltd Directors Report.

Dear Members

Your Directors are pleased to present their 25th Annual Report together with the audited financial statements of the company for the year ended March 31, 2021.


The discussion on the financial condition and results of operations of your company should be read in conjunction with the companys audited financial statements and notes thereto for the year ended 31st March, 2021 which are summarized below:

(Rs. in Lakhs)
Year ended
Particulars 31st March, 2021 31st March, 2020
Income from operations 4,102.58 3,673.22
Other Income 84.41 81.01
Total Income 4,186.99 3,754.23
Total Expenditure 3,245.48 3,267.84
Profit before depreciation, interest and tax 941.51 486.39
Depreciation 215.12 180.71
Profit before tax 726.39 305.68
Provision for Tax 190.41 84.64
Deferred Tax Asset/(Liability) for the year 0.96 (12.50)
Net Profit 535.02 233.54


Dividend is recommended by your Board in the context of the companys overall profitability, free cash flow, capital requirements and other business needs as well as the applicable regulatory requirements.

Your Board of Directors is pleased to recommend a dividend of Rs.2.50 (25%) per share on the 55,60,000 equity shares of Rs.10/- each for the year 2020-21. This would result in a total outflow of Rs.139.00 Lakhs.


Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF").

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.


As no transfer to any reserve is proposed, the entire balance available in the statement of Profit and Loss is retained in it.


The paid up capital of the company is Rs.5,56,00,000/- consisting of 55,60,000 equity shares of Rs.10/- each and there was no change in the share capital of your company during the year under report.


The Net worth of the Company as at the Financial Year ending on March 31, 2021 is Rs.2697.58 Lakhs as compared to Rs.2234.49 Lakhs as at the end of previous financial year ended on March 31, 2020.


To avoid repetition in the Directors Report and the Management Discussion and Analysis Report, the information under these reports is furnished below, as a composite summary of the performance of the various aspects of the business of your company.


Your Company is an IT, Consulting, and next generation Digital Solutions provider, offering business technology and related services to global enterprises. All our services and solutions are designed with ‘High spectrum Customer experience and ‘Business performance (of the customer) as objectives we cater to. We call this ‘Business first approach.

Global impact of the COVID-19 pandemic has led to two major resets or shifts - an acceleration in the pace of digital transformation and a novel, hybrid work model that has redefined the dimensions of already evolving workplace and work culture

The underlying theme this year is the pandemic-led global reset, the digital transformation imperative and the changing value proposition for businesses.

Signals across global industries have unequivocally suggested significant increase in digital investments with heightened urgency to execute in months what was expected in years earlier, the focus is on delivering customer-centric solutions through new data-led business models, while enabling hybrid work and mass-scale digital skilling.

Despite headwinds in 2020, Indian tech industry continues to be a net hirer with significant focus on digital up skilling. Investing in digital continues to rise as an imperative for the industry, with organisations building their capabilities and aligning business models to digital practices.

Enterprises are re-balancing their technology spends to prioritize digitization. Companies saw a significant rise in cloud adoption during the year as against previous year. COVID -19 has accelerated digital adoption across industries and technology service providers are witnessing a sharp growth in digital deals.

As we enter the new normal, however, analysts are cautiously optimistic, and technology is expected to drive frontend operations and customer experience. In terms of hiring, interestingly, as the industry looks forward at leaner structures with more flexibility and faster adoption of cloud-based products and services in 2021, the industry, expect larger digitization deals in 2021, with investments likely to recover in core sectors, Retail and Manufacturing. With hyper-digitization and technology adoption accelerating across sectors, 2021 will put the spotlight on emergence of growth verticals like healthcare, pharma, medical devices, software & internet, consumer electronics. As India stands at the cusp of a re-imagined Techade, 2021 will re-define the industry narrative for the future.


During the year, your company earned a revenue of Rs.4102.58 Lakhs as against Rs.3673.22 Lakhs in the previous year, registering an increase of around 11.69%. Earnings before interest, tax, depreciation and amortization (EBITDA) was Rs.941.51 Lakhs against Rs.486.39 Lakhs in the previous year. Profit after tax (PAT) for the year was Rs.535.02 Lakhs as against Rs.233.54 Lakhs in the previous year.


S.No Ratio 2020-21 2019-20
1 Debtors Turnover Ratio 5.15 4.31
2 Inventory Turnover Ratio Not Applicable Not Applicable
3 Interest Coverage Ratio* Not Applicable 464.55
4 Current Ratio 6.01 7.58
5 Debt Equity Ratio 0.27 0.20
6 Operating Profit Margin (%) 17.71 8.30
7 Net Profit Margin (%) 13.04 6.36
8 Return on Net worth 19.83 10.45

There was an increase in the operating profit margin, net profit margin and return on net worth due to increase in the turnover.


The company has no subsidiaries, joint ventures or associate companies. During the Financial Year, no company ceased as Subsidiary, joint venture or associate of the company.


The client market segments we serve are faced with challenges and opportunities arising from the COVID-19 pandemic and its resulting impact on the economy. We believe the investments we have made, and continue to make, in our strategy will enable us to advise and help our clients as they tackle these market conditions.


There are many more reasons for optimism, though. As with last year, IT pros see a bright outlook thanks to the high demand for skills, driven by the increasing importance of technology to business strategy. This dynamic has been in play for the past several years, as companies have moved away from a traditional mindset around tactical IT. In some ways, tactical IT will have a resurgence in 2021 as companies continue responding to needs highlighted during the pandemic. However, the long-term trends toward strategic thinking and digital transformation will be the primary forces impacting the technology function.

We have successfully shifted to WFH model, thus achieving the operational stability to deliver on client commitments and ensuring our own business continuity. All our clients are extremely happy with our approach of managing services through WFH infrastructure, employee engagement, and work monitoring-reporting-review mechanisms. Sagarsoft highlights responsiveness on Pandemic disruption highlights need for operational resilience and enterprise adaptability and also looking for market share expansion.

Translating the Business first approach into solutions, services and Corporate messaging: At a very broad level, our focus areas are: Applications (+ platforms/ products), Infrastructure, Data (& Analytics) and Security. Bringing those 4 components together, we crafted a unique and holistic approach to Digital transformation which we call as Digital DAIS™. Digital DAIS delivers Data and Technology services in a ‘Business first manner; amplifying Business capabilities of our customers and enabling enhanced Business Performance.


For everything that changed in 2020, one thing that stayed the same was the importance of technology to business success. In fact, that importance grew as organizations had to quickly restructure their operations in order to support a remote workforce and improve flexibility and resiliency. Heading into 2021, there is no well defined blueprint for the ongoing rebuilding effort, but it is certain that technology will continue to play a pivotal role. It is no surprise, then, that IT professionals overwhelmingly have a positive outlook for their job prospects. Nearly 80% of IT pros feel good about their role as a technologist, with 20% having mixed feelings and a very small minority feeling concerned. This represents a slight drop in sentiment from last year, with most of the shift going from the optimistic end of the scale into mixed feelings. Obviously, the current environment plays a major role-the leading case for pessimism is uncertainty around job security following the COVID pandemic.

New concerns that stem from a remote workforce have been a primary trigger for both security awareness education and security investments. Risk analysis, cyber security analytics, and penetration testing are all areas that need improvement as companies adopt a zero trust mindset. Cyber security metrics rank lowest for the coming year, which signals the ongoing challenge in bridging the gap between cyber security best practices and business health.

The second half of FY2021 is witnessing strong recovery of the technology sector in India, and industry seems to be back to pre-COVID level growth, coupled with strong deal pipelines, and solid margins. Survey expect global Indias technology sector to grow significantly higher in 2021 as compared to 2020.

Your company has engaged Ernst & Young to study the current status of our Infrastructure, security, policies, procedures and associated risks due to the current change to WFH delivery model and advice on measures to mitigate the risks identified.

Other factors that influence revenue growth projections include currency effects, pricing, and product mix. The tech space is somewhat unique in that prices tend to fall, which may result in higher billable hours, but modest revenue growth. In the year ahead, the product mix will be an especially important factor, as the high growth rates of emerging categories are expected to more than offset the slow growth mature categories. Growth expectations are in line with the global projection.

These are forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these statements as a result of certain factors. Your Board is cautiously optimistic about the future outlook taking into overall view of the above.


Sagarsoft attaches utmost importance to the assessment of internal risks and the management thereof in all its dealings. The Company is constantly on the lookout for identifying opportunities to enhance its enterprise value and keeping the need to minimize the risks associated with such efforts, every proposal of significant nature is screened and evaluated for the risks involved and then approved at different levels in the organisation before implementation.

Your Company has identified a suitable approach and framework for risk management which meets its business, legal and regulatory requirements. The management has decided to adopt the same framework for entire organization. It has a Security Management Group with representatives from all functional team and a representative of the senior management team leads the group. Its steering committee meets at least once in 6 months to identify the risks throughout the organization. Your Company attaches utmost importance to the assessment of internal risks and the management thereof in all its dealings. The Company is constantly on the lookout for identifying opportunities to enhance its enterprise value and keeping the need to minimize the risks associated with such efforts, every proposal of significant nature is screened and evaluated for the risks involved and then approved at different levels in the organisation before implementation.

Based on severity level of the risk, corrective action is identified and implemented with prior approval from the risk owners and Top Management, wherever applicable. Controls are identified in the Risk Assessment and Risk Treatment. The first step in risk assessment procedure is to identify the list of information and critical information assets in each function. After identification, these information assets are identified with the Owner and they are classified based on the functions. The steering committee or CISO meets and reviews the implementation status once in every 2 months. To conduct the review, at least one representative from each function is present.

Your company has adequate system to manage the financial risks of its operations. The system is implemented through imposition of checks and balances of customers, audits like internal audit, statutory and secretarial audit, all of which are periodically carried out through external firms and by adequate insurance coverage for the companys facilities.


The Board of Directors are satisfied with the adequacy of the internal control system in force in all its major areas of operations of the Company. The Company has an external firm of Chartered Accountants as Internal Auditors to observe the Internal Controls, whether the work flows of organization is being done through the approved policies of the Company and similar matters. Internal Auditors present its report to the Audit Committee. The audit committee assists the board of directors in monitoring the integrity of the financial statements and the reservations, if any, expressed by the companys auditors including, the financial, internal and secretarial auditors and based on their inputs, the board is of the opinion that the companys internal controls are adequate and effective.

The Audit Committee reviewed the physical and digital risks and controls around scenarios arising on account of COVID-19 and the Companys assessment of the impact of COVID-19 on various items of the financial statement ending 31st March, 2021. The Committee also reviewed accounting judgments and other matters in light of COVID-19.


Your company continues to enjoy cordial relationship with its personnel at all levels and focusing on attracting and retaining competent personnel and providing a holistic environment where they get opportunities to grow and realise their full potential. Your company is committed to providing all its employees with a healthy and safe work environment.

Your company is organizing online training programmes wherever required for the employees concerned to improve their skill. Employees are also encouraged to participate in the seminars organized by the external agencies related to the areas of their operations.


Regarding the Sexual Harassment of Women at the work place (Prevention, Prohibition & Redressal) Act, 2013, the company has an Internal Complaints Committee. No complaints were received or disposed off during the year under the above Act and no complaints were pending either at the beginning or at the end of the year.


Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the period;

(iii) The Directors have 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;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri M.Jagadeesh and Shri K.Pradeep Kumar Reddy will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Accordingly, resolutions seeking the approval of the members for the said re-appointment, have been included in the notice of the annual general meeting.

The term of office of Smt.Neelima Kaushik as Independent Director of the company was expired on 11th November, 2020 and she has been re-appointed for a further period of 5 consecutive years as Independent Directors by your Board based on the recommendation of its Nomination and Remuneration Committee. Shareholders approval is being sought for the above said re-appointment.

Except Shri S.Sreekanth Reddy, who is a director in Sagar Cements Limited and Sagar Cements (R) Limited, whose transactions with the company have been reported under the related parties disclosure under notes to the accounts and Shri.N.Hari Mohan and Shri.K.Prasad, to the extent of shares held by them, details of which have been given elsewhere as annexure to the report, none of the other non-executive/ Independent directors has had any pecuniary relationship or transactions with the company, other than the receipt of sitting fee for the meetings of the Board and Committees thereof attended by them.


The company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Act 2013, that they meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year.


The Independent Directors met on January 18, 2021, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.


M/s.T.Mohan & Associates (Formerly M/s.Lakshmi & Associates), Chartered Accountants (Firm Registration No.012482S) were appointed as the statutory auditors of the Company by the shareholders at their 21st Annual General Meeting held on 22nd September, 2017, to hold office from the conclusion of the said Annual General Meeting till the conclusion of the 26th Annual General Meeting to be held in the year 2022.



The auditors report on the financial statements of the company which is part of this report does not contain any qualifications, reservations or any adverse remarks.


In accordance with Section 204 (1) of the Companies Act, 2013, the report furnished by the Secretarial Auditors, who carried out the secretarial audit of the company under the said Section is given in the Annexure-1, which form part of this report. The said report does not contain any qualifications, reservations or adverse remarks.


The Company has complied with all the applicable secretarial standards.


The particulars of loans, guarantees and investments have been disclosed in the financial statements.


None of the transactions with related parties falls under the scope of Section 188 (1) of the Act. 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-2 in Form AOC-2, which forms part of this report.

All related party transactions entered into during the financial year were on arms length basis and in the ordinary course of business. There were no materially significant related party transactions entered into by the company with the promoters, key management personnel or other designated persons that may have potential conflict with the interests of the company at large. All related party transactions had prior approval of the Audit Committee and were later ratified by it and the Board.


As provided under Section 92 (3) of the Act, an extract of annual return in the prescribed Form MGT-9 is given in Annexure -3 which forms part of this report, a copy of which is also available on the companys website https://www.


Four Board meetings were held during the financial year 2020-21 and the gap between two consecutive meetings did not exceed one hundred and twenty days. Details of these meetings of the Board as well as its committee have been given in the corporate governance report, which forms part of the annual Report.


The Board has Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee. The Composition and other details of these committees have been given in the Report on the Corporate Governance, which forms part of the Annual Report.


The brief outline of the Corporate Social Responsibility (CSR) Policy of the company along with the initiative taken by it are set out in Annexure-4 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the company,


Under Section 178 (3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the board has adopted a policy for nomination, remuneration and other related matters for directors and senior management


The Board of directors have carried out an evaluation of its own performance and of its committees as well as its individual directors on the basis of criteria such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues and functioning etc.,


There is no change in the nature of business of the Company.


There were no material changes or commitments between the end of the financial year and the date of this report and no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.


The information required under Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules are given below.

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Particulars Ratio to Median Remuneration
Non-Executive Directors* -
Executive Directors
Shri. M.Jagadeesh, Managing Director 3.84
Shri. K.Pradeep Kumar Reddy, Executive Director & CFO 3.84

*Non-Executive Directors are not paid any remuneration, other than sitting fee.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Director, Chief Executive Officer, Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Shri S.Sreekanth Reddy
Shri Kalva Satish Chander Reddy
Shri K. Prasad
Shri N. Hari Mohan These Directors were not paid any Remuneration, other than sitting fee.
Shri K. Rakesh Rao
Shri K. Ganesh
Smt. Neelima Kaushik
Shri M. Jagadeesh, Managing Director Nil
Shri K. Pradeep Kumar Reddy, Executive Director & CFO Nil
Shri J.Raja Reddy, Company Secretary 7.25

c. The percentage increase in the median remuneration of employees in the financial year: 35.77%.

d. The number of permanent employees on the rolls of Company: 175

e. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 7.5% for personnel other than managerial personnel.

Increase in the managerial remuneration for the year was Nil.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

There are no employees drawing remuneration in excess of the limits set out in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.


The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees of the company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act and the Listing Regulations.


The company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.


All the properties of the Company have been adequately insured.


Industrial relations continued to be cordial throughout the year under review.


As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the report on corporate governance is given as part of this report.


A Certificate as stipulated under Schedule V (E) of the Listing Regulation from the Statutory Auditors of the company regarding compliance with the condition of corporate governance is attached to this report along with a report on corporate governance.


Your Company has put in place adequate internal financial controls with reference to the financial statements. The Internal Audit of the Company is regularly carried out by an external firm of chartered accountants to review the internal control systems and processes. The internal Audit Reports along with recommendations contained therein and their implementations are periodically reviewed by Audit Committee of the Board.


During the year, there were no instances of frauds reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.


The Central Government has not prescribed the maintenance of cost records under Section 148 of the Act, for any of the services rendered by the Company.


Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014:

Conservation of Energy

The Company makes conscious efforts to reduce its energy consumption though its nature of operations are not energy-intensive. Some of the measures undertaken by the Company on a continuous basis during the year are stated below: (i) Steps taken or impact on conservation of energy:

i. Rationalization of usage of electrical equipments- air-conditioning system, office illumination, desktops.

ii. Regular monitoring of temperature inside the buildings and controlling the air-conditioning System.

(ii) Steps taken for utilizing alternate sources of energy: Usage of energy efficient illumination fixtures.

(iii) Capital investment on energy conservation equipments: Nil

(a) Technology absorption, Adoption and Innovation: Nil

(b) Foreign Exchange Earnings and Outgo:

Details of foreign exchange earnings and outgo as per the Companies Act, 2013, are given below.

Foreign Exchange
Earning and Outgo 2020-21 2019-20
Foreign Exchange inflow 3,902.44 3,826.24
Foreign Exchange outflow 3.91 49.25


Statements in these reports describing companys projections statements, expectations and hopes are forward looking. Though, these expectations etc., are based on reasonable assumption, the actual results might differ.


Your Directors wish to place on record their appreciation of the valuable co-operation extended to the Company by all the Investors, clients / customers, Vendors, Bankers, Regulatory and Government Authorities and Business associates for their continues support. Your Board also takes this opportunity to place on record its appreciation of the contributions made by its employees at all levels and last but not least, of the continued confidence reposed by you in the Management.

For and on behalf of the Board
Hyderabad S.Sreekanth Reddy
May 22, 2021 Chairman
(DIN: 00123889)