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SagarSoft (India) Ltd.

BSE: 540143 Sector: IT
NSE: N.A. ISIN Code: INE184B01012
BSE 00:00 | 10 Jul 51.55 -3.00
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NSE 05:30 | 01 Jan SagarSoft (India) Ltd
OPEN 54.55
PREVIOUS CLOSE 54.55
VOLUME 17430
52-Week high 87.50
52-Week low 25.05
P/E 12.27
Mkt Cap.(Rs cr) 29
Buy Price 50.75
Buy Qty 42.00
Sell Price 52.00
Sell Qty 359.00
OPEN 54.55
CLOSE 54.55
VOLUME 17430
52-Week high 87.50
52-Week low 25.05
P/E 12.27
Mkt Cap.(Rs cr) 29
Buy Price 50.75
Buy Qty 42.00
Sell Price 52.00
Sell Qty 359.00

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

Company director report

Dear Members

Your Directors are pleased to present their 24th Annual Report together with the audited financial statements of the company for the year ended 31st March 2020.

FINANCIAL RESULTS

The discussion on the financial condition and results of operations of your company should be read in conjunction with the company s audited financial statements and notes thereto for the year ended 31st March 2020 which are summarized below:

Year ended
Particulars
31st March 202031st March 2019
Income from operations3673.224096.98
Other Income81.0187.45
Total Income3754.234184.43
Total Expenditure3267.843202.35
Profit before depreciation interest and tax486.39982.07
Depreciation180.7199.92
Profit before tax305.68882.16
Provision for Tax84.64256.19
Deferred Tax Asset / (Liability) for the year-12.502.90
Net Profit233.54623.07

DIVIDEND

Dividend is recommended by your Board in the context of the company s 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.1.50 (15%) per share on the 5560000 equity shares of Rs.10/- each for the year 2019-20. This would result in a total outflow of Rs.83.40 Lakhs.

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

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

TRANSFER TO RESERVES

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

SHARE CAPITAL

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

VARIATIONS IN NET WORTH

The Net worth of the Company as at the Financial Year ending on 31st March 2020 is Rs.22.34 Crores as compared to Rs.21.07 Crores as at the end of previous financial year ended on 31st March 2019.

MANAGEMENT DISCUSSION AND ANALYSIS

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.

INDUSTRY REVIEW AND OVERVIEW

The global market for software and services is estimated to have grown to $1.5 trillion. IT services is estimated to have grown by 3.5% YoY characterized by a shift to digital technologies and adoption of DevOps and Software & Platform as-a-service models. The company leverages all these and its deep contextual knowledge of its customers businesses to craft unique high quality high impact solutions designed to deliver differentiated business outcomes. These solutions are delivered using the latest technologies.

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. 

The World Health Organization declared a global pandemic of the Novel Coronavirus disease (COVID-19) on 11th February 2020. During the last weeks of March we started to see the impact of COVID-19. The Governments in several countries have imposed stringent lockdown in a bid to contain the spread of the COVID-19 pandemic which has disrupted demand and supply chains across industries negatively impacting the business of companies and driving the global economy towards a recession. This in turn has forced companies to reconfigure how their employees work and how their core business processes are supported and delivered. These events could cause companies to pause and reprioritize their spending on technology and business process outsourcing it is very likely that businesses will continue to spend on technology related initiatives with a greater focus on automation remote working cloud-based applications optimization of legacy technology costs etc. Several sectors are also seeking technology-based solutions immediately to tackle the health and economic crises notably in healthcare life sciences banking telecommunications and essential retail.

Our focus has been and remains the safety of our employees the delivery of service to our clients and the financial well-being of the Company. In keeping with its employee-safety first approach the Company quickly instituted measures to trace all employees and be assured of their well-being. Our teams reacted with speed and efficiency and quickly leveraged technology to shift the workforce to working from home (WFH) or remote working. Policy changes related to working from home and IT infrastructure support were rolled out overnight to help our employees shift to this new work paradigm. The Company s focus on liquidity supported by a strong balance sheet and acceleration in cost optimization initiatives would help in navigating any near-term challenges in the demand environment.

Most of the customers will review and may even revisit the previously proposed initiatives. They might even revisit their business models with more thrust on digital models. In this backdrop we are strengthening our business first approach towards helping customers in addressing the current and near term business situation.

COMPANY'S PERFORMANCE

During the year your company earned a revenue of Rs.3673.22 Lakhs as against Rs.4096.98 Lakhs in the previous year registering a decrease of around 10.34%. Earnings before interest tax depreciation and amortization (EBITDA) was Rs.486.39 Lakhs against Rs.982.07 Lakhs in the previous year. Profit after tax (PAT) for the year was Rs.233.54 Lakhs as against Rs.623.07 Lakhs in the previous year.

S.NoRatio2019-202018-19
1Debtors Turnover Ratio4.314.66
2Inventory Turnover RatioNot ApplicableNot Applicable
3Interest Coverage Ratio*464.55846.42
4Current Ratio7.584.60
5Debt Equity Ratio0.200.20
6Operating Profit Margin (%)8.3021.51
7Net Profit Margin (%)6.3615.21
8Return on Net worth10.4529.57

* On account of vehicle loans

There was a sharp fall in the operating profit margin net profit margin and return on net worth due to decrease in the turnover and increase in the operational expenses.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

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.

OPPORTUNITIES AND THREATS

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.

OUR STRATEGY

Customers want solutions to business problems and not just technology skills. 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.

OUTLOOK RISKS AND CONCERNS

The COVID-19 pandemic is a global humanitarian and health crisis. The actions taken by various governments to contain the pandemic such as closing of borders and lockdown restrictions resulted in significant disruption to people and businesses. Consequently market demand and supply chains have been affected significantly increasing the risk of a global economic recession. The pandemic has impacted and may further impact all of our stakeholders employees clients investors and communities we operate.

Rolling lockdowns and social distancing restrictions on account of the pandemic are expected to significantly impact economic activity in all major markets and cause demand compression. In the immediate aftermath enterprises are expected to downscale current investments defer planned initiatives cut costs and conserve cash. While this could inject volatility into revenue growth the company expects to gain market share from ensuing vendor consolidations. Demand is expected to increase for services around digital channels collaboration and workplace transformation online learning and workforce analytics. Companies are also expected to invest more towards building operational resilience leveraging analytics intelligent automation cloud and cyber security.

Some of our clients business operations may be negatively impacted due to the economic downturn resulting in postponement termination suspension of some ongoing projects or reduced demand for our solutions and our ability to continue to deliver service delivery obligations while our employees work from home are sometimes constrained by contractual terms with our clients and are therefore dependent on receiving the requisite approvals from them in time. Restrictions on travel may impact our ability to assign and deploy people at required locations and times to deliver contracted services thereby impacting our revenue and / or profitability.

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.

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.

RISK MANAGEMENT

Sagarsoft (India) Limited 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 company s facilities.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

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 company s auditors including the financial internal and secretarial auditors and based on their inputs the board 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 around scenarios arising on account of COVID-19 and the Company s assessment of the impact of COVID-19 on various items of the financial statement ending 31st March 2020. The Committee also reviewed accounting judgments and other matters in light of COVID-19.

HUMAN RESOURCE DEVELOPMENT

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 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.

SEXUAL HARASSMENT

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.

DIRECTORS' RESPONSIBILITY STATEMENT

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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.

INDEPENDENT DIRECTORS DECLARATION

The company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Act 2013 that he 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.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on 20th January 2020 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.

AUDITORS

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.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

AUDITORS' REPORT

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.

SECRETARIAL AUDITORS' REPORT

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.

SECRETARIAL STANDARDS

The Company has complied with all the applicable secretarial standards.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

TRANSACTIONS WITH RELATED PARTIES

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 arm s 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.

EXTRACT OF ANNUAL RETURN

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 company s website https://www.sagarsoft.in/investors/

NUMBER OF MEETINGS OF THE BOARD

Five Board meetings were held during the financial year 2019-20 and the gap between two consecutive meetings did not exceed one hundred and twenty days. These meetings were held on 29th April 2019 26th July 2019 23rd October 2019 20th January 2020 and 12th March 2020.

Attendance of directors at the Board Meetings held during financial year 2019-2020 is given below:

Name of the Director Number of board meetings during the year 2019-20
HeldAttended
Shri. S Sreekanth Reddy54
Shri. M Jagadeesh55
Shri. K Pradeep Kumar Reddy55
Shri. N Hari Mohan55
Shri. K Rakesh Rao53
Shri. K Satish Chander Reddy53
Shri. K Prasad55
Shri. K Ganesh55
Smt. Neelima Kaushik54

SUB COMMITTEES OF THE BOARD

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

AUDIT COMMITTEE

The Company has an Audit Committee with power and role that are in accordance with Section 177 of the Companies Act 2013 and with Listing Regulations. The Audit Committee oversees the accounting auditing and overall financial reporting process of the Company. The Audit Committee acts as a link between the Management the Statutory Auditors Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company.

Composition of Audit Committee

(1) Shri.K.Prasad Chairman (Independent Director) (2) Shri.M.Jagadeesh Member (Managing Director) (3) Shri.K.Ganesh Member (Independent Director)

The Audit Committee which met five time during the year 2019-20 held its meetings on 29th April 2019 26th July 2019 23rd October 2019 20th January 2020 and 12th March 2020.

Attendance of members at the Audit Committee meetings held during financial year 2019-2020 is given below:

Name of the Member Number of Audit Committee meetings during the year 2019-20
HeldAttended
Shri. K.Prasad55
Shri. M.Jagadeesh55
Shri. K.Ganesh55

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been entrusted with role of formulating criteria for determining the qualifications positive attributes and independence of the Directors as well as for identifying persons who may be appointed at senior management levels and also for devising a policy on remuneration of Directors Key Managerial Personnel and other senior employees. The Committee has the power and role that are in accordance with Section 178 of the Companies Act 2013 and with Listing Regulations.

Composition of Committee

(1) Shri.K.Prasad Chairman (Independent Director) (2) Shri.N.Hari Mohan Member (Independent Director) (3) Shri.K.Ganesh Member (Independent Director)

The Committee which met once during the year 2019-20 held its meeting on 29th April 2019. Attendance of members at the Nomination and Remuneration Committee meeting held during financial year 2019-2020 is given below:

Name of the Member Number of Audit Committee meetings during the year 2019-20
HeldAttended
Shri. K Prasad11
Shri. N.Hari Mohan11
Shri. K Ganesh11

STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee ensures quick redressal of the complaints of the stakeholders and oversees the process of share transfer. The Committee also monitors redressal of Shareholders /Investors complaints/ grievances. In addition the Committee also monitors other issues including status of Dematerialization/ Rematerialization of shares issued by the Company.

Composition of Committee

(1) Shri. K.Prasad Chairman (Independent Director) (2) Shri. N.Hari Mohan Member (Independent Director) (3) Shri. K.Rakesh Rao Member (Independent Director)

The Committee which met once during the year 2019-20 held its meeting on 20th January 2020.

Attendance of members at the Nomination and Remuneration Committee meeting held during financial year 2019-2020 is given below::

Name of the Member Number of Audit Committee meetings during the year 2019-20
HeldAttended
Shri. K Prasad11
Shri. N.Hari Mohan11
Shri. K Rakesh Rao11

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

CSR Committee of the Company has been constituted in line with the provisions of Section 135 of the Act.

The company is committed to operate and grow its business in a socially responsible way while reducing the environmental impact of its operations and increasing its positive social impact. It aims to achieve growth in a responsible way by encouraging people to take small actions every day that will make a big difference.

During the year one meeting of the CSR Committee was held on 20th January 2020.

The composition of the CSR Committee and details of the meeting attended by its members are given below:

NameCategoryNumber of meetings during the financial year 2019-20
HeldAttended
Shri. M.JagadeeshManaging Director11
Shri. N.Hari MohanIndependent Director11
Smt.Neelima KaushikIndependent Director11

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 https://www.sagarsoft.in/community-outreach/.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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 personnel.

BOARD EVALUATION

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.

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 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 Company s operations 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 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:

ParticularsRatio to Median Remuneration
Non-Executive Directors*-
Executive Directors
Shri. M.Jagadeesh Managing Director5.22
Shri. K.Pradeep Kumar Reddy5.22
Executive Director & CFO

*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% increase in remuneration in the financial year
Financial Officer and Company Secretary
Shri S.Sreekanth Reddy
Shri K.Satish Chander Reddy
Shri K.PrasadThese Directors were not paid any Remuneration other than sitting fee.
Shri N.Hari Mohan
Shri K.Rakesh Rao
Shri K.Ganesh
Smt. Neelima Kaushik
Shri M.Jagadeesh Managing Director40.91
Shri K.Pradeep Kumar Reddy
11.05
Executive Director & CFO.
Shri J.Raja Reddy Company Secretary15.00

c. The percentage increase in the median remuneration of employees in the financial year: 1.77%.

d. The number of permanent employees on the rolls of Company: 190 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 12% for personnel other than managerial personnel.

Increase in the managerial remuneration for the year was 24.21%. 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.

VIGIL MECHANISM

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.

DEPOSITS FROM PUBLIC

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.

INSURANCE

All the properties of the Company have been adequately insured.

INDUSTRIAL RELATIONS

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

CORPORATE GOVERNANCE

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations 2015 the requirement of furnishing report on corporate governance is not applicable to your company as it s paid up capital and networth is below the threshold limit prescribed for the purpose.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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.

REPORTING OF FRAUDS BY AUDITORS

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

MAINTENANCE OF COST RECORDS

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.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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 Outgo2019-202018-19
Foreign Exchange inflow3826.243621.82
Foreign Exchange outflow49.2529.72

CAUTIONARY STATEMENT

Statements in these reports describing company s projections statements 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 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
Sd/-
HyderabadS.Sreekanth Reddy
May 27 2020Chairman
(DIN: 00123889)