AFFLUENCE

DIRECTORS' REPORT

DEAR MEMBERS

Your Directors are pleased to present their 19th Annual Report of the companyalong with the audited financial statements for the financial year ended March 31, 2015.

FINANCIAL RESULTS

(Rs.in Lakhs)

DIVIDEND

In view of the inadequate profit for the year under report and the accumulated loss, your Directors regret their inability to recommend any dividend for the year 2014-15.

TRANSFER TO RESERVES

No transfer to reserves is proposed and accordingly the entire balance available in the Profit and Loss Account is retained in it.

FUTURE OUTLOOK

? Despite challenges in the global market, Indian IT industry sustained its growth trajectory and is expected to boost current export revenues of USD 86 billion, by a Y-o-Y growth rate of 13 per cent. Domestic market also witnessed YoY growth rate of 10%. The Indian IT sector continues to be one of the largest employers in the country. FY2014-15 witnessed rapid evolution, expansion of verticals and geographic markets, attracting new customer segments, and offering a considerably wider spectrum of solutions.

The future looks exciting and positive as the IT industry is evolving dramatically in terms of scale and complexity. The sector will leverage collaboration, innovation, technology shifts and build a transformational agenda for India. It will create a market not only in India but globally that will serve as technology differentiator for customers shifting from cost to innovation. The sector will continue to impact India through job creation, foreign exchange, exports and position India as a global IT-BPM partner. Digital disruption is another major trend that will create new tech sector opportunities. The ubiquity of bandwidth, low-cost computing, data and storage has created a new breed of network-based businesses. These businesses aren't tied to physical assets. Their value stems from the ability to connect providers with creators. Taking an overall view of the above, your Board is cautiously optimistic about the future outlook for your company.

SHARE CAPITAL

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 March 31, 2015 is Rs. 9.59 Crores as compared to Rs.9.83 Cores as at the end of previous financial year ended on March 31, 2014.

LISTING STATUS OF THE COMPANY

Following the proposed voluntary de-recognition of Madras Stock Exchange, your company ceased to be a listed company with the said Exchange and the shares of the company have since been placed on the Dissemination Board of National Stock Exchange of India Limited, which has allowed buying and selling of your company's shares on the Dissemination Board with effect from 27th March, 2015.

Your directors are actively considering the proposal to list the shares of your company on Metropolitan Stock Exchange of India Limited (Formerly known as MCX Stock Exchange Limited).

RISK MANAGEMENT

The Board of the Company has formed a risk policy to implement and monitor the risk management plan for the Company. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions, are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

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 to the Audit Committee its Report.The audit committee assists the board of directors in monitoring the integrity of the financial statements, 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.

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. 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 had 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 had 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 had prepared the annual accounts on a going concern basis;

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

(vi)              The directors had 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

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014,Shri. K Prasad, Shri. K.Ganesh, Shri.N Hari Mohan and Shri. K Rakesh Rao were appointed as independentdirectors at the 18th annual general meeting of the Company held on September 24, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Shri.M Jagadeesh and Shri.K.Pradeep Kumar Reddy would be retiring by rotation at the ensuing Annual General Meeting and seeking re-appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Shri. K.Pradeep Kumar Reddy was re-designated as the Director (Operations) and the Chief Financial Officer of the Company with effect from 10th November, 2014.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Shri.M. Jagadeesh, Managing Director, Shri. K.Pradeep Kumar Reddy, Director (Operations) and Chief Financial Officer and Shri. J.Raja Reddy, Company Secretary as key managerial personnel of the Company were formalized.

NUMBER OF MEETINGS OF THE BOARD

Four meetings of the board were heldduring the financial year 2014-15. These meetings were held on the following dates: 24th May, 2014, 01st August, 2014, 10th November, 2014 and 09th February, 2015.

SUB COMMITTEES OF THE BOARD

The Board has Audit Committee, Nomination and Remuneration Committee and Stake Holders Relationship Committee.

The Audit Committeewhich met four time during the year 2014-15, held its meetings on 24th May, 2014, 01st August, 2014, 10th November, 2014 and 09th February, 2015.

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. 

 AUDITORS

Pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. C.Ramachandram and Co., Chartered Accountants were appointed as statutory auditors of the company from the conclusion of 18th Annual General Meeting of the company held on 24th September, 2014 till  the conclusion of the 21st Annual General Meeting  to be held in the year 2017 subject to ratification of their appointment at every Annual General Meeting. Accordingly Shareholders approval is sought at the ensuing Annual General Meeting to enable the said audit firm to hold their office from the conclusion of the ensuing Annual General Meeting up to the conclusion of the next Annual General Meeting.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

AUDITORS' REPORT

The auditors' report does not contain any qualifications, reservations or 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 forms part of this report.  The Secretarial auditors' report does not contain any qualifications, reservations or adverse remarks.

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 and the same forms part of this report.

All related party transactions that are entered into during the financial year were on arm's length basis and in the ordinary course of business.  There were no material significant related party transactions made by the company with 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 were placed before the Audit Committee and Board which approved the same.

EXTRACT OF ANNUAL RETURN

As provided under Section 92 (3) of the Act, an extract of annual return is given in Annexure-3 in the prescribed Form MGT-9, which forms part of this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules:

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

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

c.             The percentage increase in the median remuneration of employees in the financial year:  21.18%.

d.            The number of permanent employees on the rolls of Company: 115.

e.            The explanation on 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 of the company is also one of the parameter for fixing the remuneration to the employees.

f.             Comparison of the remuneration of the key managerial personnel against the performance of the Company:

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

The Shares of the company are not currently listed on any Stock Exchange

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

The Shares of the company are not currently listed on any Stock Exchange          

i.              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 8% for personnel other than managerial personnel.

Increase in the managerial remuneration for the year was Nil.

j.             Comparison of each remuneration of the key managerial personnel against the performance of the Company: 

k.            The key parameters for any variable component of remuneration availed by the directors: Nil. 

l.              The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:None.

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

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

VIGIL MECHANISM

The company has formulated and published 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.

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 properties and insurable interests of the Company have been fully insured at the reinstatement values.

INDUSTRIAL RELATIONS

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

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 Act read with Companies (Accounts) Rules, 2014:

                                                                                                                                                                (Rs.in lakhs)

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.

Management Discussion and Analysis Report form part of the Directors Report.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are presently not applicable to the Company.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company. There are no Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS

There are no Material Changes and Commitments impacting the going concern status and Company's operations in future.

 ACKNOWLEDGEMENT

Your Directors appreciate and value the contributions made by the employees at all levels.

Your Directors also take this opportunity to express the gratitude to all the Investors, clients / customers, Vendors, Bankers, Regulatory and Government Authorities and Business associates for their continues support and cooperation extended to the Company.

                                                                                    For and on behalf of the Board

                                                                                                                                                         Sd\-                                                                             

Hyderabad                                                                                                                   S. Sreekanth Reddy

10/08/ 2015                                                                                                                            Chairman

MANAGEMENT DISCUSSION AND ANALYSIS

IT INDUSTRY REVIEW

Driven by an improvement in the global economic climate and rise in the technology spend, FY2014 brought optimism for the Indian IT industry. Rapid technology transformation is leading to altered and dynamic client engagement, which in turn is fueling business transfiguration, speeding up delivery services, and driving innovation capabilities across practices and operations. In FY2015, export revenue is projected to grow by 13-15%. Domestic revenues for the same period will grow at a rate of 9-12% during this year.

A gradual revival in consumer confidence leading to return of discretionary spending, and increased demand from US and other countries will help drive exports this year. While US continues to be the largest geographic market for India, the highlight for the year will be revival in demand from Europe, Indian IT continues to remain the highest impact sector for India among all industries with the highest relative share in India's GDP and exports among all services industries.

OVERALL PERFORMANCE

Revenue from operations for the financial year 2014-15 at Rs.1142.78 Lakhs was marginally higher over last year (Rs.1128.67 Lakhs in 2013-14). Earnings before interest, tax, depreciation and amortization (EBITDA) was Rs.89.68 Lakhs against EBITDA of Rs.113.95 Lakhs in 2013-14. Profit after tax (PAT) for the year was Rs.1.26 Lakhs over the PAT of Rs.71.43 Lakhs in 2013-14 (which included profit on sale of investment).

PERFORMANCE HIGHLIGHTS

Revenue Trend

SAGARSOFT BUSINESS STRATEGY

The company's strategy for long term growth continues to be strengthened with existing clients through a customer centric approach and expanding to new geographic and newer businesses.  Sagarsoft is focusing even more on their core business objective, such as revenue growth, profitability and asset efficiency.

New areas such as mobile, social, cloud and analytics is increasingly driving technology spending, and will emerge as mainstays as this decade progresses further. Changing economic business conditions, evolving consumer preferences, rapid technological innovation and adoption and globalization are creating an increasingly competitive market environment that is driving corporations to transform the manner in which they operate. 

BUSINESS OVERVIEW

Your company is IT service provider, consultancy and business Solutions Company.  The company provided business and technology solutions and technology related services to corporations and made decent progress last year in consolidating business from existing clients across all service areas including new service lines and in acquiring new clients in Mobile, open source technologies and QA space and,. The business from new clients acquired last year is expected to increase and add significant value and better margins.

With a sharp focus on customers' business future, your company continues to offer a range of technology and technology related services through its innovate delivery centers and talented professionals. Focus on operational excellence and increasing efficiency levels by building teams in various technologies in anticipation of future projects.  The focus is more on optimization and productivity within the existing employee along with skill enhancement and enrichment.

HUMAN RESOURCE AND EMPLOYEES- HR POLICY

Talent should also be on tech sector radar. Innovation has, and always will be, the engine of technology growth. However, the shortage of talent will continue to rise. We need to double down on employee recruitment and retention. They should also foster internal collaboration and networks so ideas can emerge freely from wherever they are in the corporate structure. The same holds true for crowdsourcing and external networks. Given talent shortages and the rapid pace of technology change, we can't rely solely on developing and hiring new talent. They will need to draw in expertise and creativity from wherever it happens to be. 

Sagarsoft embarks on the sustainability journey by ensuring safety and healthy well-being of associates and protecting the environment which emphasize the employee safety and security. 

Your company consists of women workforce and the women managers have an opportunity to hone their skill for career advancement and leadership roles.  The managerial employees are also sensitized to the aspects of diversity and inclusion through various workshops.

Your Company continues to enjoy cordial relationship with all its personnel at its Office and on the field.

SEXUAL HARASSMENT

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

AWARDS AND RECOGNITIONS

Your company has successfully achieved ISO/IEC 27001:2005Certification for Information Security Management System (ISMS) for its Software Development and Software Support services and support functions that include System, Administration, Administration and Facilities, Human Resource and Training.

OPPORTUNITIES

The need of the hour is to prioritize domains based on potential size, market readiness and the growing significance of policy evolution. Going forward the industry's mantra will be to �Collaborate, Connect, Co-Create' � offering specifically tailored model for each specialized domain in the IT sector. We are working towards enabling radical transformation of key sectors in India to reduce costs, increase access, enhance efficiency and enable innovation in the sector. We will look at garnering opportunities for the industry to further catalyze this phenomenal growth.

RISKS AND CONCERNS

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. Organization formed a Security Management Group with representatives from all functional team and a representative of the senior management team leads the group. Steering Committee meets at least once in 6 months to identify the risks throughout the organization

Based on severity level of the risk, corrective action is identified and implemented with prior approval from the risk owners and Top Management, where applicable. Controls have been 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 shall be present.

OUTLOOK

The world around us is rapidly changing, with socio economic, business and technological megatrends presenting an altered business landscape. Technology itself has journeyed from hardware, to enterprise software, to digital solutions becoming an integral part of every industry. This evolving landscape presents our industry with rapid growth prospects. India is now becoming home to a new breed of startup companies focused on high growth areas such as mobility, e-commerce and other vertical specific solutions � creating new markets and driving innovation.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company's internal control systems are adequate to meet its present operations. The Board of Directors is fully satisfied with the adequacy of the internal control system in force in all major areas of operations of the company.  However these are reviewed periodically to ensure that they continue to be adequate to meet the increasing operations. Audit Committee also assists the board in monitoring the integrity of the financial statements, external auditor qualifications, if any, performance of the internal audit function and external auditors and company's compliance with regulatory requirements.

Annexure 1

Form No. MR-3

Secretarial Audit Report

For the Financial Year ended March 31, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and

rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,

Sagarsoft (India) Limited,

Plot No.111, Road No.10,

Jubilee Hills,

Hyderabad-500033.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Sagarsoft (India) Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of M/s. Sagarsoft (India) Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2015 according to the provisions of:

1)      The Companies Act, 2013 (the Act) and the Companies Act, 1956 (to the extent applicable)  and the rules made thereunder except the following;

2)      The Securities Contracts (Regulation) Act, 1956 (�SCRA') and the rules made thereunder;

3)      The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

4)      Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

5)      The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (�SEBI Act')-

a.       The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b.      The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c.       The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - Not applicable as the Company did not issue any security during the financial year under review;

d.      Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999/ Securities Exchange Board of India (Share Based Employee Benefit) Regulations, 2014 (effective 28th October 2014) � Not applicable as the Company has not granted any Options to its employees during the financial year under review;

e.      Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable as the Company has not issued any debt securities during the financial year under review;

f.        Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - Not Applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review;

g.       Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not Applicable as the Company has not delisted its equity shares from any stock exchange during the financial year under review; and

h.      Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not Applicable as the Company has not bought back of its securities during the financial year under review.

6)      Employees Provident Fund and Miscellaneous Provisions Act, 1952

7)      Employees State Insurance Act, 1948

8)      Employers Liability Act, 1938

9)      Environment Protection Act, 1986

10)   Equal Remuneration Act, 1976

11)   Maternity Benefits Act, 1961

12)   Minimum Wages Act, 1948

13)   Negotiable Instruments Act, 1881

14)   Payment of Bonus Act, 1965

15)   Payment of Gratuity Act, 1972

16)   Payment of Wages Act, 1936 and other applicable labour laws

17)   Information Technology Act, 2000 and the rules made thereunder

We have also examined compliance with the applicable clauses of the following:

(i)      Secretarial Standards issued by the Institute of Company Secretaries of India (Not applicable as yet to be notified.)

(ii)    The Listing Agreements entered into by the Company with Bangalore Stock ExchangeLimited and Madras Stock Exchange Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all Directors to schedule the Meetings of the Board and its Committees. Agenda and detailed notes thereon agenda were sent to all the directors at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications as may be required on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and there were no dissenting views.

We further report that there are adequate systems and processes in the Company commensurate with its size and operations to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that, during the period covered under the Audit, the Company has made the following specific actions having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, referred to above:

         i.            Due to De-recognisation of Madras Stock Exchange, the Company ceased to be a listed  company  with  Madras  Stock Exchange Limited  and the shares of the Company  have  been  placed on the Dissemination Board of National Stock Exchange of India Limited (NSE).NSE has allowed buying and selling of the company shares on Dissemination  Board  with effect  from 27th March, 2015

For B S Sand Associates

 Company Secretaries

S.Srikanth

                                                                                                       Partner   

Place: Hyderabad                                                                                             ACS No.: 22119

Date: 01.07.2015                                                                                       C P No.: 7999

Annexure 2

Form No. AOC-2

[ Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014 ]

Form for disclosure of particulars of contracts / arrangements entered in to by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1.             Details of contracts or arrangements or transactions not at arm's legth basis:

Sagarsoft (India) Limited has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length during financial year 2014-15.

2.             Details of material contracts or arrangements or transactions at arm's length basis:

There were no material contracts or arrangements or transactions on related parties during the financial year 2014-15.

On behalf of the Board of Directors

                                                                                                                                    Sd\-

Hyderabad                                                                                                  S.Sreekanth Reddy

10/08/2015                                                                                                      Chairman

The required particulars have been provided in the annexure, which forms part of this Report.

The required particulars have been provided in the annexure, which forms part of this Report.

The required particulars have been provided in the annexure, which forms part of this Report.

The required particulars have been provided in the annexure, which forms part of this Report.