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SagarSoft (India) Ltd.

BSE: 540143 Sector: IT
NSE: N.A. ISIN Code: INE184B01012
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NSE 05:30 | 01 Jan SagarSoft (India) Ltd
OPEN 144.40
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VOLUME 13894
52-Week high 224.50
52-Week low 116.30
P/E 27.00
Mkt Cap.(Rs cr) 92
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 144.40
CLOSE 144.45
VOLUME 13894
52-Week high 224.50
52-Week low 116.30
P/E 27.00
Mkt Cap.(Rs cr) 92
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

#MDStart#

MANAGEMENT DISCUSSION ANALYSIS REPORT

Dear Members

Your Directors are pleased to present their 26th Annual Report togetherwith the audited financial statements of the company for the year ended March 312022.

FINANCIAL RESULTS

The discussion on the financial condition and results of operations ofyour company should be read in conjunction with the company's audited stand-alone andthe consolidated financial statements containing financials and notes thereto of theSagarsoft (India) Limited and its subsidiary IT CATS LLC USA for the year ended 31stMarch 2022 which are summarized below:

(Rs.in Lakhs)

Stand-alone

Consolidated
Particulars For the year ended 31st March 2022 For the year ended 31st March 2021 For the year ended 31st March 2022
Income from operations 4926.46 4102.58 11778.15
Other Income 134.56 84.41 136.12
Total Income 5061.02 4186.99 11914.27
Total Expenditure 4101.57 3245.48 10605.12
Profit before depreciation interest and tax 959.45 941.51 8690.85
Depreciation 217.22 215.12 222.73
Profit before tax 742.22 726.39 1086.42
Provision for Tax 211.60 190.41 284.55
Prior period taxes 12.66 - 12.66
Deferred Tax Asset / (Liability) for the year -6.52 0.96 -6.52
Net Profit 524.49 535.02 795.73

DIVIDEND

Dividend is recommended by your Board in the context of thecompany's overall profitability free cash flow capital requirements and otherbusiness needs as well as the applicable regulatory requirements.

Your Board of Directors is pleased to recommend a dividend of Rs.3.00(30%) per share on the 6392238 equity shares of Rs.10/- each for the year 2021-22. Thiswould result in a total outflow of Rs. 19176714.

TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION ANDPROTECTION FUND:

Pursuant to Sections 124 and 125 of the Act read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") dividend if not claimed for a period of 7 years from thedate of transfer to Unpaid Dividend Account of the Company are liable to be transferredto the Investor Education and Protection Fund ("IEPF").

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

TRANSFER TO RESERVES

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

SHARE CAPITAL

During the year your company has made preferential issue of 832238equity shares of Rs.10/- each at a price of Rs.254/- per equity share. Accordingly theshare capital of you company stood at Rs.63922380/- divided into 6392238 equityshares of Rs.10/- each as at 31st March 2022.

UTILISATION OF FUNDS COLLECTED THROUGH PREFERENTIAL ISSUE

Pursuant to the approval accorded by you at the 25th Annual GeneralMeeting held on 07th July 2021 your board had allotted 832238 Equity shares at anissue price of Rs.254/- per share. Out of which 632238 equity shares were allotted forconsideration other than cash for acquisition of IT CATS LLC and balance 200000 sharesfor cash and accordingly raised a sum of Rs.5.08 crores through the above allotment andthe same was parked in fixed deposit for future investments and other general corporatepurposes.

Further details as required under Regulation 32(7A) of the SEBI (LODR)Regulations 2015 regarding the collection and utilization of the funds referred to havebeen given elsewhere in the report on corporate governance which forms part of the AnnualReport.

VARIATIONS IN NET WORTH

The Net worth of the Company as at the Financial Year ending on March31 2022 is Rs.5219.58 Lakhs as compared to Rs.2697.58 Lakhs as at the end of previousfinancial year ended on March 312021.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid repetition in the Directors' Report and the ManagementDiscussion and Analysis Report the information under these reports is furnished below asa composite summary of the performance of the various aspects of the business of yourcompany.

INDUSTRY REVIEW AND OVERVIEW

Ours is an IT services and consulting organization partnering many ofthe businesses in their transformational journeys. It has a deep domain expertise inmultiple industry verticals and a complete portfolio of offerings. The key verticalclusters are Financial Services Insurance Retail and Consumer Business.

The global economy recovered strongly during the year under review evenas new variants of the COVID-19 virus fueled additional waves of the pandemic. Robustpolicy support in advanced economies availability of vaccines and relaxation of pandemicrestrictions helped economies bounce back collectively expanding world output. Globaltechnology spending grew strongly during the year. The primary drivers were acceleratedinvestments in digital transformation and cloud adoption in response to changed consumerbehaviours and the need for greater operational resilience.

Additionally there was increased outsourcing by enterprises looking tofree up financial as well as human resources to execute their transformation programs. Asevere talent scarcity added to the outsourcing imperative.

The tech industry is accustomed to high turnover intense competitionfor talent and critical shortages in emerging technology experts it's hasnonetheless been hit especially hard. What makes this year different is that hybrid workis now the norm. In an anywhere/anytime work model environments should be morecollaborative intuitive and accessible. Over the next year we will continue to havedeeper fundamental conversations around reimagining the workplace and work day.

To attract and retain talent technology companies are trying tocapture the best of both the at-home experience and the in-office one balancing theflexibility their employees are demanding with the business needs of their organization.Company cultures should quickly evolve to take full advantage of both environments. Techcompanies that do not adapt may struggle to maintain a unified culture feeling ofbelonging and sense of fairness among their employees with respect to advancement andcompensation.

COMPANY'S PERFORMANCE

During the year your company earned a revenue of Rs.4926.46 Lakhs asagainst Rs. 4102.58 Lakhs in the previous year registering a increase of around 20%.Earnings before interest tax depreciation and amortization (EBITDA) was Rs. 959.45 Lakhsagainst Rs. 941.51 Lakhs in the previous year. Profit after tax (PAT) for the year was Rs.524.49 Lakhs as against Rs. 535.02 Lakhs in the previous year.

S.No Ratio 2021-22 2020-21
1 Debtors Turnover Ratio 1.15 1.29
2 Inventory Turnover Ratio Not Applicable Not Applicable
3 Interest Coverage Ratio Not Applicable Not Applicable
4 Current Ratio 9.29 5.40
5 Debt Equity Ratio Not Applicable Not Applicable
6 Net Profit Margin (%) 10.65 13.04
7 Return on Net worth 21.94 24.06

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

Your company has acquired 100% stake in IT CATS LLC USA engaged inthe business of IT consulting and staffing with a broad range of technical skillsincluding but not limited to ERP client/server and web based application and databasedevelopment

Salient features of the financials of the above mentioned wholly- ownedsubsidiary have been given in Form AOC-1 as Annexure 1 to this report.

Your Company does not have any Joint Ventures or Associate Companies.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope ofSection 188 (1) of the Act. Information on transactions with related parties pursuant toSection 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules2014 are given in Annexure-2 in Form AOC-2 which forms part of this report.

All related party transactions entered into during the financial yearwere on arm's length basis and in the ordinary course of business. There were nomaterially significant related party transactions entered into by the company with thepromoters key management personnel or other designated persons that may have potentialconflict with the interests of the company at large. All related party transactions hadprior approval of the Audit Committee and were later ratified by it and the Board.

During the year 2021-22 your Company had not entered into transactionswith any person or entity belonging to it promoter / promoter group which holds 10% ormore shareholding in the Company.

OPPORTUNITIES AND THREATS

We believe the investments we have made and continue to make in ourpeople skillsets & technology as part of our strategy will enable us to advise andhelp our clients as they tackle these challenging market conditions.

OUR STRATEGY

Sagarsoft responsiveness on Pandemic disruption highlights the need foroperational resilience and enterprise adaptability and also looking for market shareexpansion.

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.

OUTLOOK RISKS AND CONCERNS

While enterprise spending on technology is expected to go up growth isexpected to moderate year on year at an industry level leaving space for out performancethrough market share gains and strong deal wins. Global growth is expected to moderate in2022 driven by withdrawal of monetary accommodation in major economies continued supplyside shortages and economic damage.

Cloud is rapidly becoming the preferred platform for enabling XaaS andspurring innovation-powering AI capabilities intelligent edge services and advancedwireless connectivity. Many organizations are leveraging a hybrid multi-cloud strategy toincrease access to best-in-breed technologies optimize costs improve resilience andreliability and minimize vendor lock-in. Moreover distributing workloads-across multipleclouds and on-premise can help enterprises satisfy requirements around performance datasecurity and privacy regulation and cost which can vary by application and geography.The complexity of this multi-cloud multi-vendor approach means organizations will need away to seamlessly integrate and coordinate a multitude of cloud-based applications anddata from a single platform or dashboard. Tech companies are stepping forward to meet thisgrowing need for orchestration and we expect the playing field for solutions to grow overthe next few years.

Some of our clients' business operations may be negatively impacted dueto the economic downturn - resulting in postponement termination suspension of someongoing projects or reduced demand for our solutions and our ability to continue todeliver service delivery obligations while our employees work from home are sometimesconstrained by contractual terms with our clients and are therefore dependent on receivingthe requisite approvals from them in time. Restrictions on travel may impact our abilityto assign and deploy people at required locations and times to deliver contractedservices thereby impacting our revenue and / or profitability.

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

RISK MANAGEMENT

Sagarsoft (India) Limited has identified a suitable approach andframework 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 aSecurity Management Group with representatives from all functional team and arepresentative of the senior management team leads the group. Its steering committee meetsat least once in 6 months to identify the risks throughout the organization. Your Companyattaches utmost importance to the assessment of internal risks and the management thereofin all its dealings. The Company is constantly on the lookout for identifyingopportunities to enhance its enterprise value and keeping the need to minimize the risksassociated with such efforts every proposal of significant nature is screened andevaluated for the risks involved and then approved at different levels in the organisationbefore implementation.

Based on severity level of the risk corrective action is identifiedand implemented with prior approval from the risk owners and Top Management whereverapplicable. Controls are identified in the Risk Assessment and Risk Treatment. The firststep in risk assessment procedure is to identify the list of information and criticalinformation assets in each function. After identification these information assets areidentified with the Owner and they are classified based on the functions. The steeringcommittee or CISO meets and reviews the implementation status once in every 2 months. Toconduct the review at least one representative from each function is present.

Your company has adequate system to manage the financial risks of itsoperations. The system is implemented through imposition of checks and balances ofcustomers audits like internal audit statutory and secretarial audit all of which areperiodically carried out through external firms and by adequate insurance coverage for thecompany's facilities.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Board of Directors are satisfied with the adequacy of the internalcontrol system in force in all its major areas of operations of the Company. The Companyhas an external firm of Chartered Accountants as Internal Auditors to observe the InternalControls whether the work flows of organization is being done through the approvedpolicies of the Company and similar matters. Internal Auditors present its report to theAudit Committee. The audit committee assists the board of directors in monitoring theintegrity of the financial statements and the reservations if any expressed by thecompany's auditors including the financial internal and secretarial auditors and basedon their inputs the board is of the opinion that the company's internal controls areadequate and effective.

HUMAN RESOURCE DEVELOPMENT

Your company continues to enjoy cordial relationship with its personnelat all levels and focusing on attracting and retaining competent personnel and providing aholistic environment where they get opportunities to grow and realise their fullpotential. Your company is committed to providing all its employees with a healthy andsafe work environment.

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

SEXUAL HARASSMENT

Regarding the Sexual Harassment of Women at the work place (PreventionProhibition & 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 nocomplaints were pending either at the beginning or at the end of the year.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

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

(iii) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

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

(v) The Directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and operatingeffectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The term of office of Shri M. Jagadeesh as Managing Director of thecompany was expired on 30th October 2021 and the tenure of Shri K.Pradeep Kumar Reddy asExecutive Director of the company was expired on 05th November 2021 and they have beenre-appointed for a further period of 3 consecutive years with effective from 01st August2021.

On the recommendations of its Nomination and Remuneration Committeethe Board in its meeting held on 10th November 2021 appointed Shri K.Roopesh as anAdditional Director (Non-Executive) and Smt. Keerthi Anantha as an Additional Director(Independent) w.e.f. 10th November 2021.

During the year Shri K.Rakesh Rao Independent Director of the companyresigned on 06th October 2021 and by virtue of an amendment in Regulation16(1)(b)(vi)(A) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") ShriK.Ganesh and Shri K.Prasad Independent Directors of the company resigned from the Boardon 04th February 2022. With the resignations of the above said Independent Directors inorder to comply with the requirement of minimum number of Independent Directors as perRegulation 17 of Listing Regulations the Board based on the recommendation of itsNomination and Remuneration Committee appointed Shri K.V.Ramananda Rao and Shri.V.VenkatRamana as Additional Directors in Independent category with effect from 02nd May 2022.

In accordance with the provisions of Section 152 of the Companies Act2013 Shri S.Sreekanth Reddy and Shri K.Satish Chander Reddy will be retiring by rotationat the ensuing Annual General Meeting and being eligible offer themselves forre-appointment.

Necessary resolutions seeking the approval of the members for the abovesaid appointment and re-appointment have been incorporated in the notice of the AnnualGeneral Meeting of the company.

Except Shri S.Sreekanth Reddy Promoter of the Company and also who isa Director in Sagar Cements Limited whose transactions with the company have beenreported under the related parties disclosure under notes to the accounts and Shri.N.HariMohan and Shri K. Satish Chander Reddy to the extent of shares held by them details ofwhich have been given elsewhere as annexure to the report none of the othernon-executive/ Independent directors has had any pecuniary relationship or transactionswith the company other than the receipt of sitting fee for the meetings of the Board andCommittees thereof attended by them.

INDEPENDENT DIRECTORS DECLARATION

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

The Independent Directors have also confirmed that they have compliedwith Schedule IV of the Companies Act 2013 and the Company's Code of Conduct.

The Board of Directors is of the opinion that all the IndependentDirectors possess requisite qualifications experience & expertise in industryknowledge financial & corporate governance and they hold highest standards ofintegrity.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on February 07 2022 without theattendance of Non-Independent Directors and members of the Management. The IndependentDirectors reviewed the performance of Non-Independent Directors and the Board as a wholethe performance 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.

AUDITORS

M/s. T. Mohan & Associates Chartered Accountants the statutoryauditors of the company will hold office till the conclusion of the 26th Annual GeneralMeeting of the company. In accordance with the provisions of Section 139 of the CompaniesAct 2013 and the rules made thereunder the Board on the recommendation of the AuditCommittee has appointed Walker Chandiok & Co LLP Chartered Accountants (FirmRegistration Number 001076N/N500013) as the statutory auditors of the Company for a termof five consecutive years i.e. from the conclusion of the 26th Annual General Meeting ofthe Company till the conclusion of the 31st Annual General Meeting to be held in the year2027 and the said appointment is subject to approval of shareholders.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

AUDITORS' REPORT

The auditors' report on the financial statements of the company whichis part of this report does not contain any qualifications reservations or any adverseremarks.

SECRETARIAL AUDITORS' REPORT

In accordance with Section 204 (1) of the Companies Act 2013 thereport furnished by the Secretarial Auditors who carried out the secretarial audit of thecompany under the said Section is given in the Annexure-3 which form part of this report.The said report does not contain any qualifications reservations or adverse remarks.

SECRETARIAL STANDARDS

Your company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India from time to time and that such systems are adequate and operatingeffectively.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have beendisclosed in the financial statements.

ANNUAL RETURN

Annual Return in the prescribed Form MGT-7 is available on thecompany's website

https://www.sagarsoft.in/wp-content/uploads/2022/05/MGT-7-31032022.pdf

NUMBER OF MEETINGS OF THE BOARD

Six Board meetings were held during the financial year 202122 and thegap between two consecutive meetings did not exceed one hundred and twenty days. Detailsof these meetings of the Board as well as its committees have been given in the CorporateGovernance report which forms parts of the Annual Report.

SUB COMMITTEES OF THE BOARD

The Board has Audit Committee Nomination and Remuneration CommitteeStake Holders Relationship Committee and Corporate Social Responsibility Committee.

The composition and other details of these committees have been givenin the report on the corporate governance which forms part of the annual report.

The Board has accepted all the recommandations made by the auditcommittee

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The brief outline of the Corporate Social Responsibility (CSR) Policyof the company along with the initiative taken by it are set out in Annexure-4 of thisreport in the format prescribed in the Companies (Corporate Social Responsibility Policy)Rules 2014. The policy is available on the website of the companyhttps://www.sagarsoft.in/community-outreach/.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS

The company's policy on directors' appointment and remuneration andother matters provided in Section 178 (3) of the Act have been disclosed in the CorporateGovernance Report.

Under Section 178 (3) of the Companies Act 2013 the Nomination andRemuneration Committee of the board has adopted a policy for nomination remuneration andother related matters for directors and senior management personnel. A gist of the policyis available in the Corporate Governance Report.

BOARD EVALUATION

The Board of directors have carried out an evaluation of its ownperformance and of its committees as well as its individual directors on the basis ofcriteria such as composition of the Board & committees experience & competenciesperformance of specific duties & obligations contribution at the meetings andotherwise independent judgment governance issues and functioning etc.

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

There were no material changes or commitments between the end of thefinancial year and the date of this report and no significant and material orders passedby the regulators or courts or tribunals impacting the going concern status and Company'soperations in future.

PARTICULARS OF EMPLOYEES

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

a. The ratio of the remuneration of each director to the medianremuneration 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 5.93
Shri. K.Pradeep Kumar Reddy Executive Director & CFO 5.93

*Non-Executive Directors are not paid any remuneration other thansitting fee.

The percentage increase in remuneration of each director chiefexecutive 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. K.Satish Chander Reddy
Shri.N.Hari Mohan
Smt. Neelima Kaushik These Directors were not paid any Remuneration other than sitting fee.
Shri K.Roopesh (w.e.f 10.11.2021)
Smt. A. Keerthi (w.e.f 10.11.2021)
Shri.K.Prasad (upto.04.02.2022)
Shri.K.Ganesh (upto 04.02.2022)
Smt.Neelima Kaushik
Shri. M.Jagadeesh Managing Director 50.00
Shri. K.Pradeep Kumar Reddy Executive Director & CFO. 50.00
Shri.J.Raja Reddy Company Secretary 20.00

c. The percentage increase in the median remuneration of employeesin the financial year: -2.73%.

d. The number of permanent employees on the rolls of Company: 200

e. Average percentage increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:

The average annual increase was around 8% for personnel other thanmanagerial personnel.

Increase in the managerial remuneration for the year was 50.00%.

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

There are no employees drawing remuneration in excess of the limits setout in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

VIGIL MECHANISM

The company has formulated a Whistle Blower Policy to provide VigilMechanism for employees of the company to report genuine concerns. The provisions of thispolicy are in line with the provisions of the Section 177 (9) of the Act and the ListingRegulations.

DEPOSITS FROM PUBLIC

The company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

INSURANCE

All the properties of the Company have been adequately insured.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial throughout the year underreview.

REPORT ON CORPORATE GOVERNANCE

In accordance with SEBI Regulations the report on corporate governanceis given as part of this report.

COMPLIANCE CERTIFICATE

A certificate as stipulated under Schedule V (E) of the SEBI ListingRegulations from the Statutory Auditors of the Company regarding compliance with theconditions of Corporate Governance is attached to this Report along with a report onCorporate Governance.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has put in place adequate internal financial controls withreference to the financial statements. The Internal Audit of the Company is regularlycarried out by an external firm of chartered accountants to review the internal controlsystems and processes. The internal Audit Reports along with recommendations containedtherein and their implementations are periodically reviewed by Audit Committee of theBoard.

REPORTING OF FRAUDS BY AUDITORS

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

MAINTENANCE OF COST RECORDS

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

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

Conservation of Energy

The Company makes conscious efforts to reduce its energy consumptionthough its nature of operations are not energyintensive. Some of the measures undertakenby 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-conditioningsystem office illumination desktops.

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

(ii) Steps taken for utilizing alternate sources of energy: Usage ofenergy 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 CompaniesAct 2013 are given below.

Foreign Exchange Earning and Outgo 2021-22 2020-21
Foreign Exchange inflow 4414.09 3902.44
Foreign Exchange outflow 60.16 3.91

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company takes proactive measures in the development andimplementation of a Risk Management Policy with due consideration of the elements of riskswhich in the opinion of the Board may threaten the very existence of the Company'sbusiness being;

(i) financial;

(ii) legal and regulatory;

(iii) operating and

(iv) commercial risks.

CAUTIONARY STATEMENT

Statements in these reports describing company's projectionsstatements expectations and hopes are forward looking. Though these expectations etc.are based on reasonable assumption the actual results might differ.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of thevaluable co-operation extended to the Company by all the Investors clients / customersVendors Bankers Regulatory and Government Authorities and Business associates for theircontinues support and cooperation extended to the Company. Your Board also takes thisopportunity to place on record its appreciation of the contributions made by its employeesat all levels and last but not least of the continued confidence reposed by you in theManagement.

For and on behalf of the Board
S. Sreekanth Reddy
Hyderabad Chairman
May16 2022 (DIN: 00123889)

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