You are here » Home » Companies » Company Overview » SagarSoft (India) Ltd

SagarSoft (India) Ltd.

BSE: 540143 Sector: IT
NSE: N.A. ISIN Code: INE184B01012
BSE 00:00 | 18 Feb 88.75 0.75






NSE 05:30 | 01 Jan SagarSoft (India) Ltd
OPEN 88.00
52-Week high 198.00
52-Week low 75.95
P/E 5.83
Mkt Cap.(Rs cr) 49
Buy Price 87.00
Buy Qty 25.00
Sell Price 91.80
Sell Qty 50.00
OPEN 88.00
CLOSE 88.00
52-Week high 198.00
52-Week low 75.95
P/E 5.83
Mkt Cap.(Rs cr) 49
Buy Price 87.00
Buy Qty 25.00
Sell Price 91.80
Sell Qty 50.00

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

Company director report


Dear Members

Your Directors are pleased to present their 22nd Annual Report together withthe audited financial statements of the company for the year ended March 31 2018.


The discussion on the financial condition and results of operations of the companyshould be read in conjunction with the company's audited financial statements and notesthereto for the year ended 31st March 2018.

( Lakhs)

Particulars Year ended
31st March 2018 31st March 2017
Income from operations 3700.07 1629.78
Other Income 32.71 33.68
Total Income 3732.78 1663.46
Total Expenditure 2776.19 1428.35
Profit before depreciation interest and tax 956.59 235.11
Depreciation 100.09 74.94
Interest - -
Profit before tax 856.50 160.17
Provision for Tax 236.15 18.68
Deferred Tax Asset / (Liability) for the year 17.70 35.38
Net Profit 602.65 106.12


Your Board has recommended a dividend of Rs.2.50 per equity share (25%) on the5560000 equity shares of Rs.10/- each for the year.


The entire balance available in the Profit and Loss Account is retained in it as notransfer from it to reserves is contemplated.


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.


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.


During the year your company earned a revenue of Rs.3700.07 lakhs as against 1629.78lakhs in the previous year higher by 127%. Earnings before interest tax depreciationand amortization (EBITDA) was Rs.956.59 lakhs against Rs.235.11 lakhs in the previousyear. Profit after tax (PAT) for the year was Rs.602.65 lakhs as against Rs.106.12 lakhsin the previous year.


Your Company has set up one more software development center to cater to the needs ofits expanding operations and it has come into operations from 25th September2017.


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


India is a hotbed for digital innovation with a rich ecosystem of start-ups techproviders and service providers engaged in global delivery and investing in digital IPsolutions. India based digital providers are creating impact by targeted investmentsacross people process technology and a leading destination for delivery of digitalservices.

The global IT industry stood at around USD 1.3 trillion in the year 2017 showing agrowth of 4.3% over 2016. Global sourcing growth outperformed global IT-BPM spend growthin 2017. India's IT-BPM industry is set to grow at 8% in FY 2018. The industry continuesto be a net hirer of resources for FY 2018.

India is on track to be a Trillion Dollar Digital Economy backed by government'scollaborative approach to encourage private sector participation. Increasing access tointernet in both urban as well as rural areas ambitious e-governance projects continuedfocus on skill development and growing digital transactions are key growth indicators.However pressure on billing rates and rising wages in the hunt for high qualityresources is likely to hit the profit margins.


Sagarsoft is an IT Consulting and next generation Digital Solutions provideroffering business technology and related services to global enterprises. It has madedecent progress in the recent years in consolidating its business in all service areas andin acquiring new clients in Cloud and other new age technologies.

It offers a range of Technology solutions spanning diverse domains. We are currentlyengaged in delivering critical applications targeted at Pharmaceutical EntertainmentDigital Marketing Financial Services E-Commerce Information Technology companies.

Sagarsoft focus is more on optimization and productivity within the existing employeesalong with their skill enhancement and enrichment and its objective is to buildsustainable organisation that remains relevant to the agenda of the client along withgrowth opportunities for the employees and generating returns for the investors.


Spending on technology products and services by our clients and prospective clients issubject to fluctuations depending on many factors including both the economic andregulatory environment in the markets in which they operate.

Your company believes in focusing on niche areas that gives strength and competitiveadvantage to position itself as a leading IT services and solutions provider.


Sagarsoft strategy for long term growth will continue to be in strengthening existingclient's relationships through a customer centric approach and by further expanding itsmarket in to newer businesses and services. It has successfully navigated throughtechnology cycles adapting each time to build relevant new capabilities and helpingclients realise the benefits of that new technology. Our consistent track record ofsuccessful projects deployed in strikingly different industry sectors serves as a strongfoundation for defining a project plan that suits specific business needs and adheres todefined constraints and infrastructure and resource limits. We use a flexible blend of ourengagement execution and delivery models over a contemporary technology services stack.

Changing economic business conditions evolving consumer preferences rapidtechnological innovation and adoption and globalization are creating an increasinglycompetitive market environment that is driving companies to transform the manner in whichthey presently operate and makes the business very resilient.


IT Sector is witnessing a rapid evolution attracting new customer segments andoffering a considerably wider spectrum of solutions. It will create a market that willserve as technology differentiator for customers shifting from cost to innovation. Globalgrowth is projected to strengthen with mixed trends in advanced markets and a pickup inemerging and developing economies.

The focus on delivering superior customer experiences is expected to result in greaterdemand for digital marketing design human machine interaction and virtual reality. TheCloud adoption automation and simplification will continue to be key initiatives towardsgreater efficiency.

With the rapidly changing world Information Technology has become an integral part ofevery industry with socio economic business and technological trends. India is nowbecoming home to a new breed of startup companies focusing on high growth areas such asmobility e-commerce and other vertical specific solutions creating new markets anddriving innovation. The continued reduction in the unit cost of hardware the explosion ofnetwork bandwidth advanced software technologies and technology enabled services arefueling the rapid digitization of business processes and information. Traditional businessmodels are being replaced with digital and software based business models. The Indian ITsector continues to be one of the largest employers in the country.

The future looks exciting and positive as the IT industry is evolving dramatically interms of scale and complexity. The sector will leverage its collaboration innovationtechnology shifts and build a transformational agenda for India. The IT sector continuesto impact India's economic growth through job creation foreign exchange earnings exportsand positions India as a global partner in Information Technology.

Taking an overall view of the above your Board is cautiously optimistic about thefuture outlook for your company.


Your Company 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.

Sagarsoft (India) Limited has identified a suitable approach and framework for riskmanagement which meets its business legal and regulatory requirements. The management hasdecided to adopt the same framework for entire organization. It has a Security ManagementGroup with representatives from all functional team and a representative of the seniormanagement team leads the group. Its steering committee meets at least once in 6 months toidentify the risks throughout the organization.

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.


Your company continues to enjoy cordial relationship with all its personnel at alllevels 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 for the employeesconcerned to improve their skill. Employees are also encouraged to participate in theseminars organized by the external agencies related to the areas of their operations.


Regarding the Sexual Harassment of Women at the work place (Prevention Prohibition& Redressal) Act 2013 the company has an Internal Complaints Committee. However nocomplaints were received or disposed off during the year under the above Act.


Your company has already been appraised at CMMI Level 3 and has maintained ISO/IEC27001:2013 Certification for Information Security Management System (ISMS) for itsSoftware Development & Software Support services and support functions.


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 annualaccounts the applicable accounting standards have been followed along with properexplanation relating to material departures; (ii) the Directors have selected suchaccounting policies and applied them consistently and made judgement and estimates thatwere reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the company for theperiod; (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 goingconcern basis; (v) the Directors have laid down internal financial controls to be followedby the Company and such internal financial controls are adequate and operatingeffectively; (vi) the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.


The terms of office of Shri.M Jagadeesh and Shri.K.Pradeep Kumar Reddy as ManagingDirector and Executive Director of the company are expiring on 30th October2018 and 05th November 2018 respectively and they have been re-appointed inthe respective capacities by your Board based on the recommendation of its Nomination andRemuneration Committee. Shri K.Pradeep Kumar Reddy is also CFO of the Company.

Shareholders approvals are being sought for the above said re-appointments.

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

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 none of the other non-executive/Independent directors has had any pecuniary relationship or transactions with the companyother than the receipt of sitting fee for the meetings of the Board and Committees thereofattended by them.


The company has received the necessary declaration from each Independent Director inaccordance with Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013.


The Independent Directors met on 22nd January 2018 without the attendanceof Non-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 Members to effectively and reasonably perform their duties.


Four Board meetings were held during the financial year 2017-18 and the gap between twoconsecutive meetings did not exceed one hundred and twenty days. These meetings were held24th May 2017 02nd August 2017 06th November 2017and 22nd January 2018. Attendance of directors at the above meetings

Name of the Director Number of board meetings during the year 2017-18
Held Attended
Shri S Sreekanth Reddy 4 4
Shri M Jagadeesh 4 4
Shri K Pradeep Kumar Reddy 4 4
Shri N Hari Mohan 4 2
Shri K Rakesh Rao 4 1
Shri K Satish Chander Reddy 4 -
Shri K Prasad 4 4
Shri K Ganesh 4 4
Smt. Neelima Kaushik 4 3


The Board has Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee.


The Company has an Audit Committee at the Board level with power and role that are inaccordance with Section 177 of the Companies Act 2013 and with Listing Regulations. TheAudit Committee oversees the accounting auditing and overall financial reporting processof the Company. The Audit Committee acts as a link among the Management the StatutoryAuditors Internal Auditors and the Board of Directors to oversee the financial reportingprocess of the Company.

Composition of Audit Committee

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

The Audit Committee which met four times during the year 2017-18 held its meetings on24th May 2017 02nd August 2017 06th November 2017and 22nd January 2018.

Attendance of members during financial year 2017-2018

Name of the Member Number of Audit Committee meetings during the year 2017-18
Held Attended
Shri K.Prasad 4 4
Shri M.Jagadeesh 4 4
Shri K.Ganesh 4 4


The Nomination and Remuneration Committee has been entrusted with role of formulatingcriteria for determining the qualifications positive attributes and independence of theDirectors as well as for identifying persons who may be appointed at senior managementlevels and also for devising a policy on remuneration of Directors Key ManagerialPersonnel and other senior employees. The Committee has the power and role that are inaccordance with Section 177 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 need for convening a meeting of the said committee was not felt during the year2017-18.


Stakeholders' Relationship Committee ensures quick redressal of the complaints of thestakeholders and oversees the process of share transfer. The Committee also monitorsredressal of Shareholders'/Investors' complaints/ grievances. In addition the Committeealso monitors other issues including status of Dematerialization/ Rematerialization ofshares 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 need for convening a meeting of this committee was not felt during the year2017-18.


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 personnel.


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.


M/s.Lakshmi & Associates Chartered Accountants (Firm Registration No.012482S) wereappointed as the statutory auditors of the Company by the shareholders at their 21stAnnual General Meeting held on 22nd September 2017 to hold office from theconclusion of the said Annual General Meeting till the conclusion of the 26thAnnual General Meeting to be held in the year 2022. Though the said appointment wasrequired to be ratified at every annual general meeting under Section 139 in accordancewith the Companies Amendment Act 2017 enforced from 7th May 2018 by Ministryof Corporate Affairs the appointment of Statutory Auditors is not required to be ratifiedat every Annual General Meeting anymore.



The auditors' report on the financial statements of the company is part of this reportand it 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 forms 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 is given inAnnexure-2 in Form AOC-2 and 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 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


Your Company has recently constituted a CSR committee with following directors as itsmembers: (1) Shri M.Jagadeesh Managing Director (2) Shri N.Hari Mohan IndependentDirector (3) Smt Neelima Kaushik Independent Director

However provisions of Section 135 of the Companies Act 2013 relating to CorporateSocial Responsibility are not applicable to the Company for the year under report.


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 were passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.


The Net worth of the Company as at the Financial Year ending on March 31 2018 isRs.17.01 Crores as compared to Rs.10.89 Crores as at the end of previous financial yearended on March 31 2017.


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 the employeesof the Company for the financial year:

Particulars Ratio to Median Remuneration
Non-Executive Directors* -
Executive Directors
Shri M.Jagadeesh Managing Director 3.23
Shri K.Pradeep Kumar Reddy 5.38
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 officerchief financial officer company secretary in the financial year:

Director Chief Executive Officer Chief % increase in remuneration
Financial Officer and Company Secretary in the financial year
Shri S.Sreekanth Reddy
Shri K.Satish Chander Reddy
Shri K.Prasad These Directors were not paid
Shri N.Hari Mohan any Remuneration other than
Shri K.Rakesh Rao sitting fee.
Shri K.Ganesh
Smt. Neelima Kaushik
Shri M.Jagadeesh Managing Director Nil
Shri K.Pradeep Kumar Reddy Nil
Executive Director & CFO.
Shri J.Raja Reddy Company Secretary 10%

c. The percentage increase in the median remuneration of employees in the financialyear: 10.95%.

d. The number of permanent employees on the rolls of Company: 183. e. The explanationon the relationship between average increase in remuneration and Company performance:

On an average employees received an annual increase of around 10% in India.

In order to ensure that remuneration reflects Company performance the performance ofthe company is also one of the parameters for fixing the remuneration to the employees. f.Comparison of the remuneration of the key managerial personnel against the performance ofthe Company:

Aggregate remuneration of key managerial personnel (KMP) in FY18 (Lakhs) 82.03
Revenue (Lakhs) 3732.78
Remuneration of KMPs (as % of revenue) 2.20
Profit before Tax (PBT) (Lakhs) 856.50
Remuneration of KMP (as % of PBT) 9.58

g. Variations in the market capitalization of the company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2018 March 31 2017 % Change
Market capitalization (in Cr) 42.23 18.93 123.05
Price Earnings Ratio* 6.90 24.32 -71.61

h. Percentage increase over decrease in the market quotations of the shares of thecompany comparison to the rate at which the company came out with the last public offer:

Particulars March 31 2018 March 31 2017 % Change
Market Price in BSE 75.95 34.05 123.05

i. 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 averageannual increase was around 12% for personnel other than managerial personnel.

Increase in the managerial remuneration for the year was Nil. j. Comparison of eachremuneration of the key managerial personnel against the performance of the Company:

Particulars MD ED & CFO CS
Remuneration in FY17-18 (Lakhs) 24.00 40.00 18.03
Revenue (Lakhs) 3732.78
Remuneration as % of revenue 0.64 1.07 0.48
Profit before Tax (PBT) (Lakhs) 856.50
Remuneration (as % of PBT) 2.80 4.67 2.10

k. The key parameters for any variable component of remuneration availed by thedirectors: Nil. l. The ratio of the remuneration of the highest paid director to that ofthe employees who are not directors but receive remuneration in excess of the highest paiddirector during the year: None.

m. 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 therequirement of furnishing report on corporate governance is not applicable to your companyas it's paid up capital and networth is below the threshold limit of Rs.10.00 Crores andRs.25.00 crores respectively.


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.


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 systemoffice illumination desktops. ii. Regular monitoring of temperature inside the buildingsand controlling the air-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) Technologyabsorption 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 2017-18 2016-17
Foreign Exchange earned 3031.07 1504.07
Foreign Exchange outflow 20.69 14.47


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 Board takes this opportunity to express the gratitude to all the Investorsclients / customers Vendors. Bankers Regulatory and Government Authorities and Businessassociates for their continued support and cooperation extended to the Company. Your Boardalso takes this opportunity to place on record its appreciation of the contributions madeby employees of the company 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
July 23 2018 Chairman