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SagarSoft (India) Ltd.

BSE: 540143 Sector: IT
NSE: N.A. ISIN Code: INE184B01012
BSE 00:00 | 05 Aug 242.05 -12.45






NSE 05:30 | 01 Jan SagarSoft (India) Ltd
OPEN 260.00
52-Week high 302.00
52-Week low 45.05
P/E 27.26
Mkt Cap.(Rs cr) 155
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 260.00
CLOSE 254.50
52-Week high 302.00
52-Week low 45.05
P/E 27.26
Mkt Cap.(Rs cr) 155
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SagarSoft (India) Ltd. (SAGARSOFTINDIA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 25th Annual Report together withthe 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 companyshould be read in conjunction with the company's audited financial statements and notesthereto 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 4102.58 3673.22
Other Income 84.41 81.01
Total Income 4186.99 3754.23
Total Expenditure 3245.48 3267.84
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 company's overallprofitability free cash flow capital requirements and other business needs as well asthe applicable regulatory requirements.

Your Board of Directors is pleased to recommend a dividend of Rs.2.50 (25%) per shareon the 5560000 equity shares of Rs.10/- each for the year 2020-21. This would result ina total outflow of Rs.139.00 Lakhs.


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

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


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


The paid up capital of the company is Rs.55600000/- consisting of 5560000 equityshares of Rs.10/- each and there was no change in the share capital of your company duringthe year under report.


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


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


Your Company is an IT Consulting and next generation Digital Solutions provideroffering business technology and related services to global enterprises. All our servicesand 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 - anacceleration in the pace of digital transformation and a novel hybrid work model that hasredefined the dimensions of already evolving workplace and work culture

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

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

Despite headwinds in 2020 Indian tech industry continues to be a net hirer withsignificant focus on digital up skilling. Investing in digital continues to rise as animperative for the industry with organisations building their capabilities and aligningbusiness 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 previousyear. COVID -19 has accelerated digital adoption across industries and technology serviceproviders are witnessing a sharp growth in digital deals.

As we enter the new normal however analysts are cautiously optimistic and technologyis expected to drive frontend operations and customer experience. In terms of hiringinterestingly as the industry looks forward at leaner structures with more flexibilityand faster adoption of cloud-based products and services in 2021 the industry expectlarger digitization deals in 2021 with investments likely to recover in core sectorsRetail and Manufacturing. With hyper-digitization and technology adoption acceleratingacross sectors 2021 will put the spotlight on emergence of growth verticals likehealthcare pharma medical devices software & internet consumer electronics. AsIndia stands at the cusp of a re-imagined Techade 2021 will re-define the industrynarrative for the future.


During the year your company earned a revenue of Rs.4102.58 Lakhs as againstRs.3673.22 Lakhs in the previous year registering an increase of around 11.69%. Earningsbefore interest tax depreciation and amortization (EBITDA) was Rs.941.51 Lakhs againstRs.486.39 Lakhs in the previous year. Profit after tax (PAT) for the year was Rs.535.02Lakhs 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 onnet worth due to increase in the turnover.


The company has no subsidiaries joint ventures or associate companies. During theFinancial Year no company ceased as Subsidiary joint venture or associate of thecompany.


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


There are many more reasons for optimism though. As with last year IT pros see abright outlook thanks to the high demand for skills driven by the increasing importanceof technology to business strategy. This dynamic has been in play for the past severalyears as companies have moved away from a traditional mindset around tactical IT. In someways tactical IT will have a resurgence in 2021 as companies continue responding to needshighlighted during the pandemic. However the long-term trends toward strategic thinkingand digital transformation will be the primary forces impacting the technology function.

We have successfully shifted to WFH model thus achieving the operational stability todeliver on client commitments and ensuring our own business continuity. All our clientsare extremely happy with our approach of managing services through WFH infrastructureemployee engagement and work monitoring-reporting-review mechanisms. Sagarsoft highlightsresponsiveness on Pandemic disruption highlights need for operational resilience andenterprise adaptability and also looking for market share expansion.

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


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

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

The second half of FY2021 is witnessing strong recovery of the technology sector inIndia and industry seems to be back to pre-COVID level growth coupled with strong dealpipelines and solid margins. Survey expect global India's technology sector to growsignificantly higher in 2021 as compared to 2020.

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

Other factors that influence revenue growth projections include currency effectspricing and product mix. The tech space is somewhat unique in that prices tend to fallwhich may result in higher billable hours but modest revenue growth. In the year aheadthe product mix will be an especially important factor as the high growth rates ofemerging 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 actualresults could differ materially from those anticipated in these statements as a result ofcertain factors. Your Board is cautiously optimistic about the future outlook taking intooverall view of the above.


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

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

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

Your company has adequate system to manage the financial risks of its operations. Thesystem is implemented through imposition of checks and balances of customers audits likeinternal audit statutory and secretarial audit all of which are periodically carried outthrough external firms and by adequate insurance coverage for the company's facilities.


The Board of Directors are satisfied with the adequacy of the internal control systemin force in all its major areas of operations of the Company. The Company has an externalfirm of Chartered Accountants as Internal Auditors to observe the Internal Controlswhether the work flows of organization is being done through the approved policies of theCompany 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 thefinancial statements and the reservations if any expressed by the company's auditorsincluding the financial internal and secretarial auditors and based on their inputs theboard is of the opinion that the company's internal controls are adequate and effective.

The Audit Committee reviewed the physical and digital risks and controls aroundscenarios arising on account of COVID-19 and the Company's assessment of the impact ofCOVID-19 on various items of the financial statement ending 31st March 2021. TheCommittee also reviewed accounting judgments and other matters in light of COVID-19.


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

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


Regarding the Sexual Harassment of Women at the work place (Prevention Prohibition& Redressal) Act 2013 the company has an Internal Complaints Committee. Nocomplaints were received or disposed off during the year under the above Act and nocomplaints 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 thebest of their knowledge and ability confirm that:

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

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

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 theCompany and such internal financial controls are adequate and operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisionsof 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 ShriM.Jagadeesh and Shri K.Pradeep Kumar Reddy will be retiring by rotation at the ensuingAnnual General Meeting and being eligible offer themselves for reappointment.Accordingly resolutions seeking the approval of the members for the said re-appointmenthave been included in the notice of the annual general meeting.

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

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


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


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


M/s.T.Mohan & Associates (Formerly M/s.Lakshmi & Associates) CharteredAccountants (Firm Registration No.012482S) were appointed as the statutory auditors of theCompany by the shareholders at their 21st Annual General Meeting held on 22nd September2017 to hold office from the conclusion of the said Annual General Meeting till theconclusion 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 thisreport does not contain any qualifications reservations or any adverse remarks.


In accordance with Section 204 (1) of the Companies Act 2013 the report furnished bythe Secretarial Auditors who carried out the secretarial audit of the company under thesaid Section is given in the Annexure-1 which form part of this report. The said reportdoes 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 thefinancial 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 inAnnexure-2 in Form AOC-2 which forms part of this report.

All related party transactions entered into during the financial year were on arm'slength basis and in the ordinary course of business. There were no materially significantrelated party transactions entered into by the company with the promoters key managementpersonnel or other designated persons that may have potential conflict with the interestsof the company at large. All related party transactions had prior approval of the AuditCommittee and were later ratified by it and the Board.


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


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


The Board has Audit Committee Nomination and Remuneration Committee Corporate SocialResponsibility Committee and Stakeholders Relationship Committee. The Composition andother details of these committees have been given in the Report on the CorporateGovernance which forms part of the Annual Report.


The brief outline of the Corporate Social Responsibility (CSR) Policy of the companyalong with the initiative taken by it are set out in Annexure-4 of this report in theformat 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 RemunerationCommittee of the board has adopted a policy for nomination remuneration and other relatedmatters for directors and senior management


The Board of directors have carried out an evaluation of its own performance and of itscommittees as well as its individual directors on the basis of criteria such ascomposition of the Board & committees experience & competencies performance ofspecific duties & obligations contribution at the meetings and otherwise independentjudgment 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 andthe date of this report and no significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and Company's operations in future.


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

a. The ratio of the remuneration of each director to the median remuneration of theemployees 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 officerchief 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 financialyear: 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 themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

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

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 theCompany.

There are no employees drawing remuneration in excess of the limits set out in the Rule5 (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 foremployees of the company to report genuine concerns. The provisions of this policy are inline 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 accountof principal or interest on deposits from public was outstanding as on the date of thebalance 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 oncorporate governance is given as part of this report.


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


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


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


The Central Government has not prescribed the maintenance of cost records under Section148 of the Act for any of the services rendered by the Company.


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

Conservation of Energy

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

i. Rationalization of usage of electrical equipments- air-conditioning system officeillumination desktops.

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

(ii) Steps taken for utilizing alternate sources of energy: Usage of energy efficientillumination 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 aregiven below.

Foreign Exchange
Earning and Outgo 2020-21 2019-20
Foreign Exchange inflow 3902.44 3826.24
Foreign Exchange outflow 3.91 49.25


Statements in these reports describing company's projections statements expectationsand hopes are forward looking. Though these expectations etc. are based on reasonableassumption the actual results might differ.


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

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