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Saksoft Ltd.

BSE: 590051 Sector: IT
NSE: SAKSOFT ISIN Code: INE667G01015
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VOLUME 3068
52-Week high 734.35
52-Week low 203.05
P/E 37.05
Mkt Cap.(Rs cr) 696
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Sell Price 0.00
Sell Qty 0.00
OPEN 662.00
CLOSE 661.55
VOLUME 3068
52-Week high 734.35
52-Week low 203.05
P/E 37.05
Mkt Cap.(Rs cr) 696
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Saksoft Ltd. (SAKSOFT) - Director Report

Company director report

Your Directors take immense pleasure in presenting the Twenty First (21st)Annual Report together with the Audited Accounts of the Company for the financial yearended 31st March 2020.

1. Financial Summary

The abridged comparative results of Audited Standalone and Consolidated financialstatements for the financial year ended 31st March 2020 and 31stMarch 2019 are as follows:

Standalone Results (Rs. in million)

Consolidated Results (Rs. in million)

Year ended 31st March 2020 Year ended 31st March 2019 Year ended 31st March 2020 Year ended 31st March 2019
Total Revenue 1158.87 945.42 3587.81 3580.45
Other Income 126.36 54.15 38.94 21.81
Total Income 1285.23 999.57 3626.75 3602.26
Operating expenses 847.15 738.96 2977.56 2988.82
Operating Profits 438.08 260.61 649.19 613.44
Depreciation 37.39 7.87 72.71 42.69
Interest and Finance Charges 43.73 43.59 51.41 48.04
Net Profit before Tax 356.96 209.15 525.07 522.71
Current Tax 66.24 47.31 150.33 146.88
Deferred Tax (3.83) (1.21) (11.77) (6.28)
Net Profit after Tax 294.55 163.05 386.51 382.11

2. Results of operation

Standalone Accounts

• Total income for the year 2019-20 was Rs. 1285.23 million as against Rs. 999.57million during the year 2018- 19 registering a growth of 28.58%

• Profit after tax was Rs. 294.55 million during the year 2019- 20 as compared toRs. 163.05 million during 201819 resulting an increase of 80.65%

• Basic Earnings Per Share was Rs. 28.12 for the financial year 2019-20 ascompared to Earnings Per Share of Rs. 15.57 for the financial year 2018-19.

• Operating and other expenses during the year were at Rs. 847.15 million ascompared to Rs. 738.96 million in the previous year.

Consolidated Accounts

• Consolidated total income for the year 2019-20 was Rs. 3626.75 million asagainst Rs. 3602.26 million during the year 2018-19 registering a marginal growth of0.68%

• Profit after taxes was Rs. 386.51 million during the year 2019-20 as compared toRs. 382.11 million during 201819 an increase of 1.15%

Basic Earnings Per Share was Rs. 38.67 for the financial year 2019-20 as compared toearnings per share of Rs. 36.66 for the financial year 2018-19.

3. Business operations

Saksoft has clocked two decades in the industry. It is a proud moment filled withenriching contributions endearing customer experiences and tireless efforts of theworkforce. The Company started out as a provider of specialist services in the BFSI sectorand has since then transformed itself into a larger group and a mainstay organization forCustomers worldwide. The Company has gone on to build its repertoire to handle multipletechnologies and provide digital solutions to Customers across different industryverticals. It has helped numerous organisations to blend technologies into its operationsand take the digital leap to growth. Digital technologies open up connectivityconnectivity brings unprecedented reach which is a stimulant for growth if tapped in aproductive way. Today we are in the midst of a long-haul digital revolution and there hasnever been a time before when technologies have mattered most in the scheme of things. Theenvironment is rapidly turning digital and the human race is likely to be pitted againstvirtualization in the near future. Technology is the new way of life and it is notpossible to ignore its far reaching effects anymore. We are going to be talking about itfor a long time to come as we are sitting at opposite ends of the digital divide. Theimpact of technologies are wide ranging from governance business automations toindividual connect. It connects all moving and non-moving parts in the world. Itsimplifies complex mechanisms and makes them work at the tap of your finger and at thesame time adds complexity in terms of security layers when required. Innovation is thebiggest driver of technology and digitization. At the core of any innovation lies theobjective of utmost utility and relevance to mankind. Technology companies are at theforefront of innovations today and digital disruptions are the big fillers that bridge thenew age consumer needs. Be it in the form of a product or service technology enableddeliverance brings in ease of use and unmatched quality. We at Saksoft understand how toput these technologies and various business intelligence tools to appropriate use todevelop applications build in customizations manage vast amounts of data churnproductive insights from the converted sets of information optimally manageinfrastructure connect devices and things achieve automation in routines validatefunctionality of applications devices and implement advanced business solutions. SaksoftGroup has a strong integrated delivery model which enables it to offer a blend of enhancedsolutions that resonates better with the Customers. The combined workforce of the companyand its associate members join together seamlessly in creating comprehensive value chains.The management at Saksoft always believes in nurturing and grooming talent encouraginginitiatives fostering independent and smart thinking providing opportunities to skillup creating the right atmosphere and infrastructure innovating and excelling in deliveryof quality services. Saksoft with its young committed and ticking minds ably guided byexperienced technology leadership is well positioned to deliver innovative solutions toCustomers and keep the company in the growth path. Saksoft group shall continue with itsexpansion plans and be on the constant look out for strategic fits to consolidate itsmarket reach.

Integrated Analytics & Solutions

Acuma which is the UK arm and the first acquired subsidiary of Saksoft Group is awell-known brand in the Business Intelligence space. The UK subsidiary provides strategicsolution development business consulting and technology services to successfully alignenterprise's Information Management objectives. Acuma maintains its leadership andstronghold in the Public Sector domain. It works closely with multiple councils localbodies and key government departments on various digital initiatives and helps in devisingsolutions to enhance their services. The UK arm of the group has a dedicated bid team andapproach to target public sector work and has consistently succeeded in garnering new winsand Customers. The integrated delivery model of the group and offshore base provides theedge to propose cost effective propositions to its Customers. Acuma has a broad suite ofBI services that covers Strategic Consulting Software estate upgrades Products &Application Support and User Group Training. We help companies with Strategic insights andanalytical inputs to better direct their services to a target set of Customers.

Logistics-IoT and Workflow Automation

The Group's Application Services hub DreamOrbit is a leading service provider in theTransportation and Logistics industry. It continues to add to its Customer base throughnew wins and has made new inroads into the UK region this year. The Bengaluru basedsubsidiary has also ventured into new verticals -Fintech & Retail-Ecommerce. Theseindustries are going through immense technology revolution and we're helping our customersin end to end automation of business workflows.

Transportation & Logistics and Retail E-Commerce industries are geared up for highgrowth given the present scenario where people would prefer to stay at home and buyonline.

Small but strong and flexible agile teams and remote working is going to be the norm ofthe future traditional hierarchical work structures will be methodically demolished andwith the travel restrictions in place the world will only become flatter. We're ready forthis new world!

Test Automation

Saksoft Group provides a complete range of Validation Solutions through its Noida basedTesting practice leader Threesixty Logica. The Company possesses Test Factoryimplementation experience with its rich knowledge base of handling large end to endassignments. Its Test Maturity process incorporates learnings from a wide a variety ofindustry models to put in place the best & latest practices to strengthen the deliverysolutions. We have expanded our capability with the adoption of advanced tools thatenables design and visual execution of Robotic test automation processes. Our ownhomegrown Quality Assurance Kit offering provides easy to use robotic test solutions andsupplements the process automation objectives of the Customers. Our Security &Penetration testing loT testing capabilities are the best in class in the market thatdraws new Customers to our fold. We are constantly innovating and evolving our frameworkto develop advanced models to meet the demands of the Customers

AI Analytics and Cloud Services

Saksoft Group is channeling its immediate focus around AI enabled Analytics driven andCloud-centric services. We are working on combining AI Machine Learning and analytics tointroduce new blended service lines with upgraded interactive analytical and securityfeatures that Customers would find useful to evaluate enhance and optimize theirservices. This would enable businesses to gather specific insights on key user touchpoints and improve their services to best serve its end customers. We hope to see interestfor these services in Retail and Healthcare sector which promises good potential. We havealways believed in and advocated new technologies that offer an ideal fit. We haveencouraged our Customers to upgrade to new technologies like Snowflake MatillionDataLake ELK Stack Image Analytics Node JS and Cloud Analytics to achieve processautomation and accuracy in outcomes. We are also directing our constant research effortsto develop our AaaS framework to make it robust and address the growing demands and needsaround potent use of information.

4. Transfer to Reserves:

The Company has not made any transfer of amounts to general reserve during the yearsince the same is not mandatory.

5. Dividend

The Company had declared two interim dividends @ Rs. 2/- per share during November 2019and Rs. 2.50/- per share during March 2020 for the financial year 2019-20.

The Board of Directors have not recommended any further Dividend on equity shares forFinancial year 2019-20. The 2nd Interim dividend on equity shares declared andpaid shall be considered as Final Dividend for the Financial Year 2019-20. The totalDividend paid on Equity shares for the current year is Rs. 4.50/- per share as against Rs.4.00/- per Share for the Previous Year.

6. Share Capital

The paid up Equity Capital of the Company as on 31st March 2020 stood at Rs.104750000/-.

7. Subsidiary Companies

Subsidiaries of the company are engaged in the business of providing IT Servicesallied business solutions and strategic consulting services encompassing DigitalTransformation for its customers. The details of Subsidiary Companies are given in FormNo. MGT - 9 as annexure to this report. There has been no material change in the nature ofthe business of the subsidiaries.

There are no associate Companies within the meaning Section 2(6) of the Companies Act2013.

The Company's wholly owned US subsidiary Saksoft Inc and its step-down subsidiariesearned revenue of $16.34 million (equivalent to Rs. 1156.45 million) during financial year2019-20 compared to $18.53 million (equivalent to Rs. 1292.65 million) during financialyear 2018-19 registering a decrease of 12% in dollar terms over the previous financialyear. The profits after tax of Saksoft Inc decreased by 33% on consolidated basis anddeclined to $ 0.45 million (equivalent to Rs. 31.62 million) during financial year 2019-20compared to $ 0.67 million (equivalent to Rs. 46.74 million) during financial year2018-19.

The Company's wholly owned Singapore subsidiary Saksoft Pte Ltd. earned revenue of S$3.03 million (equivalent to Rs. 156.34 million) during financial year 2019-20 compared toS$ 2.3 million (equivalent to Rs. 118.08 million) during financial year 2018-19registering an increase of 32% in Singapore dollar terms over the previous financial year.The profits before tax of Saksoft Pte Ltd increased by 120% on consolidated basis andincreased to S$ 0.01 million (equivalent to Rs. 0.46 million) during financial year2019-20 compared to a loss of ($ 0.05 million) (equivalent to Rs. (2.31) million) duringfinancial year 2018-19.

The Company's wholly owned UK subsidiary Saksoft Solutions Ltd together with itsstep-down subsidiaries earned revenue of GBP 10.17 million (equivalent to Rs. 914.75million) during financial year 2019-20 compared to GBP 11.24 million (equivalent to Rs.1028.68 million) during financial year 2018-19 registering a decline of 10% in PoundSterling terms over the previous financial year. The profits of Saksoft Solutions Ltdafter tax and amortisations decreased by 40% on consolidated basis and decreased to GBP0.38 million (equivalent to Rs. 34.45 million) during financial year 2019-20 compared toGBP 0.63 million (equivalent to Rs. 57.66 million) during financial year 2018-19.

During the year Acuma Software Limited which was dormant for a while was dissolved. Anew company was incorporated in Ireland by the name Saksoft Ireland Limited to expand thegroup's presence in the EU corridor.

The Company's wholly owned Indian subsidiary Threesixty Logica Testing Services PrivateLimited together with its subsidiary earned revenue of Rs. 330.23 million during financialyear 2019-20 compared to Rs. 338.97 million during financial year 2018-19 registering adecrease of 3% in rupee terms over the previous financial year. The profits before tax ofThreesixty Logica Testing Services Private Limited dropped by 22% on consolidated basisand decreased to Rs. 88.38 million during financial year 2019-20 compared to Rs. 113.22million during financial year 2018-19.

During the year Three Sixty Logica Testing Services Inc US was dissolved and a newCompany was incorporated in Singapore by the name Three Sixty Logica Testing Services PteLtd.

During the year 2019-20 the Company had acquired the balance 20% equity stake inDreamorbit Softech Private Limited its subsidiary making It a wholly owned subsidiaryCompany.

The Company's wholly owned Indian subsidiary Dreamorbit Softech Private Limitedtogether with its subsidiary earned revenue of Rs. 540.37 million during financial year2019-20 compared to Rs. 564.31 million during financial year 2018-19 registering a declineof 4% in rupee terms over the previous financial year. The profits before tax ofDreamorbit Softech Private Limited declined by 10% on consolidated basis and decreased toRs. 114.59 million during financial year 2019-20 compared to Rs. 127.59 million duringfinancial year 2018-19.

Pursuant to provisions of Section 129(3) of the Companies Act 2013 a Statementcontaining key results and indicators of the financial statements of subsidiaries isattached to the consolidated financial statements under Form AOC-1. Pursuant to theprovisions of Section 136 of the Companies Act 2013 the financial statement of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of Subsidiaries are available for public view on the websiteof the Company https://www.saksoft.com/investor/. Also these documents will be availablefor inspection during business hours at the registered office of the Company.

8. Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 the Directors' hereby confirmthat:

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

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

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisionsof applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2019-20.

9. Directors & Key Managerial Personnel

During the year following changes were effected in the composition of the Board ofDirectors.

Mr. Amitava Mukherjee Independent Director resigned from the Company with effect from30th January 2020 due to certain personal and other business commitments andhas confirmed that there are no material reasons for his resignation from the Board.

Based on the recommendation of Nomination and

Remuneration Committee and Board of Directors Mr. Ganesh Chella was appointed as anAdditional and Independent Director with effect from 3rd February 2020 tillthe conclusion of the ensuing annual general meeting and has been recommended by the Boardof Directors for shareholders' approval at the ensuing Annual General Meeting forappointment for a period of five years with effect from 3rd February 2020 till2nd February 2025.

Based on the recommendation of Nomination and

Remuneration Committee and Board of Directors Ms. Malini Thadani was appointed as anAdditional and Independent Director with effect from 27th May 2020 till theconclusion of the ensuing annual general meeting and has been recommended by the Board ofDirectors for shareholders' approval at the ensuing Annual General Meeting for appointmentfor a period of five years with effect from 27th May 2020 till 26thMay 2025.

Ms. Kanika Krishna retires by rotation and being eligible offers herself for re-appointment. A resolution seeking shareholders approval for her re- appointment forms partof the Notice.

Mr. Aditya Krishna was appointed as the Managing Director of the Company with effectfrom 1st April 2016 till 31st March 2021. His re- appointment asManaging Director was approved by the Board of Directors at its meeting held on 27thMay 2020 for a period of five years with effect from 1st April 2021 till 31stMarch 2026 subject to the shareholders' approval at the ensuing annual general meeting ofthe Company.

Disclosures with respect to the Board composition Directors and Board meetings heldduring the financial year are covered under the Corporate Governance report (forming partof this report)as per the Provisions of the Companies Act 2013.

Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations to the effect that each of them meet the criteria of independenceas laid down in Section 149(6) of the Act along with Rules framed thereunder andRegulation 16(1 )(b) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").There has been no change in the circumstances affecting their status as independentdirectors of the Company. During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees commission and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board/Committee of the Company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on 31st March 2020 are: Aditya Krishna Chairman and ManagingDirector Niraj Kumar Ganeriwala Chief Financial Officer and S.Muthukrishnan CompanySecretary

The disclosures required under Section 197(12) of the Companies Act 2013 are providedin "Annexure 2".

10. Number of meetings of the Board

Five meetings of the Board were held during the year under review. For details ofmeetings of the Board please refer to the Corporate Governance Report which is a part ofthis report.

11. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The Board evaluation framework has been designed in compliance withthe requirements under the Companies Act 2013 and the Listing Regulations and inaccordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017. TheBoard evaluation was conducted through questionnaire designed with qualitative parametersand feedback based on ratings. Evaluation of the Board was based on criteria such ascomposition and role of the Board Board communication and relationships functioning ofBoard Committees review of performance of Executive Directors succession planningstrategic planning etc. Evaluation of Committees was based on criteria such as adequateindependence of each Committee frequency of meetings and time allocated for discussionsat meetings functioning of Board Committees and effectiveness of itsadvice/recommendation to the Board etc. Evaluation of Directors was based on criteriasuch as participation and contribution in Board and Committee meetings properrepresentation of shareholder interest and protecting shareholder value industryexperience and expertise to provide feedback and guidance to top management on businessstrategy governance risk and understanding of the organization's strategy etc. In theboard meeting that followed the meeting of the independent directors and meeting ofNomination and Remuneration Committee the performance of the board its committees andindividual directors was also discussed. The Board noted the actions taken in improvingBoard effectiveness based on feedback given in the previous year. Further the Board alsonoted areas requiring more focus in the future which include spending more time onindustry trends long-term business threats and opportunities. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated

12. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report and is also available on the Company's website-https://www.saksoft.com.

13. Board diversity

The Company recognizes that building a Board of diverse and inclusive culture isintegral to its success. Ethnicity age and gender diversity are areas of strategic focusto the composition of our Board. The Board considers that its diversity including genderdiversity is a vital asset to the business. The Board has adopted the Board Diversitypolicy which sets out the approach to diversity of the Board of Directors. Web link toview the Board Diversity Policy is given under point 17 of the Corporate Governancereport.

14. Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy for appointment and remunerationof the Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes Independence of a Directorand other related matters as required under Section 178(3) of the Act and SEBI (ListingObligations And Disclosure Requirements) Regulation 2015. The Key requirements of thepolicy can be found in Annexure-3 to this Report.

15. Vigil Mechanism/ Whistle Blower Policy:

Details of the Vigil Mechanism are covered under the Corporate Governance Report whichforms part of this Annual Report.

16. Internal financial control systems and their adequacy

The Company has formulated a Framework on Internal Financial Controls and laid downPolicies and procedures commensurate with the Size and nature of its operations pertainingto financial reporting. In accordance with Rule 8 (5) (viii) of Companies (Accounts)Rules 2014 the Company has adequate internal control systems to monitor businessprocesses financial reporting and compliance with applicable regulations and they areoperating effectively. The systems are periodically reviewed by the Audit Committee of theBoard for identification of deficiencies and necessary time bound actions are taken toimprove efficiency at all the levels. The Committee also reviews the observations formingpart of internal auditors' report key issues & areas of improvement significantprocesses and accounting policies.

17. Internal Auditors

M/s. Grant Thornton Chartered Accountants Chennai are the Independent InternalAuditors of the Company. The Audit Committee determines the scope of internal Audit inline with regulatory and business requirements.

18. Reporting of frauds by auditors

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.

19. Committees of the Board

The details pertaining to the composition of the various Committees of the Board ofDirectors are included in the Corporate Governance Report which forms part of thisreport.

20. Auditors

At the Eighteenth Annual General Meeting (AGM) held on August 07 2017 the Membersapproved appointment of Messrs. R. G. N. Price & Co. Chartered Accountants (FirmRegistration No. 002785S) as Statutory Auditors of the Company to hold office for a periodof five years from the conclusion of that Annual General Meeting till the Annual GeneralMeeting to be held during the calendar year 2022 subject to ratification of theirappointment by Members at every Annual General Meeting if so required under the Act. Therequirement to place the matter relating to appointment of auditors for ratification byMembers at every AGM has been done away by the Companies (Amendment) Act 2017 with effectfrom May 7 2018. Accordingly no resolution is being proposed for ratification ofappointment of statutory auditors at the ensuing AGM and a note in respect of same hasbeen included in the Notice for this AGM.

21. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Lakshmmi Subramanian & Associates Practising Company Secretaries toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedunder "Annexure- 4".

22. Auditor's report and secretarial audit report

The statutory auditor's report and the secretarial audit report do not contain anyqualifications reservations adverse remarks or disclaimers. Secretarial audit report isattached to this report.

23. Risk Management

Risk Management is an integral part of the business process. Pursuant to Section134(3)(n) of the Companies Act 2013 the Company has developed and implemented a RiskManagement Policy. The Policy envisages identification of risk and procedures forassessment and minimization of risk. The Statement of Risk indicating development andimplementation of risk management policy is annexed to and forms part of this Report underAnnexure 9. At present the Company after a considered review has not found any element orperceived threat that could pose a risk to the existence of the company.

24. Particulars of Loans Guarantees or Investments

During the year under review the Company has not given any Loans Guarantees orInvestments other than as stated in note nos. 5 & 12 of the financials. TheParticulars of the existing loans Guarantees or Investments are provided under Note No.12& 5 forming part of Standalone financial statements.

25. Transactions with Related Parties

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Hence the requirement of disclosure in AOC- 2 is not applicable to theCompany. The policy on related party transactions and material subsidiary as approved bythe Board of Directors are available on the company's website. Weblink of the same isgiven under point 17 of the Corporate Governance Report.

26. Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the social initiatives undertaken by the Company on CSR activities during the yearunder review are set out in Annexure 1 of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. For other detailsregarding the CSR Committee please refer to the Corporate Governance Report which is apart of this report. The CSR policy is available for view on the Company's website-https://www.saksoft.com/investor/.

27. Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the Annual Return for the Financial Year 2020 is given in Annexure 5 in theprescribed Form No. MGT-9 which is a part of this report. The same is available for viewon the Company's website- https://www. saksoft.com/investor/.

28. Particulars of Employees

During the financial year under review none of the top ten employees in terms ofremuneration drew remuneration of Rs. 10.20 million or more per annum or Rs. 0.85 millionor more per month hence there is nothing to report with respect to information requiredpursuant to Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 of the Companies Act2013 and is not applicable.

29. Disclosure requirements

As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the Management Discussion and Analysis are attached which formspart of this report. The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and is of the view that such systems are adequate and operatingeffectively.

30. Policy on Insider Trading

On December 31 2018 Securities and Exchange Board of India amended the Prohibition ofInsider Trading Regulations 2015 prescribing various new requirements with effect from 1stApril 2019. In line with the amendments your Company has adopted an amended Code ofConduct to regulate monitor and report trading by Designated Persons and their ImmediateRelatives under the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015. This Code of Conduct also includes code of practices andprocedures for fair disclosure of unpublished price sensitive information which has beenmade available on the Company's website.https://www.saksoft.com/investor/corporate-governance/

As per the amended Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 the Company had appointed Cameo Corporate Services Limitedits Registrar and Share Transfer Agent as the Agency for providing Digital Databasefacilities to maintain the details of designated persons in the digital mode.

31. Policy on sexual harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013

The Company has zero tolerance for Sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of Sexual Harassment at work place in linewith the requirements of the Sexual Harassment of women at Workplace (PreventionProhibition and Redressal) Act 2013 and rules framed thereunder. Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. The constitution of the ICC is displayed through Notice Boards at conspicuousplaces in all the office locations of the Company.

The following is the summary of the complaints received and disposed off during thefinancial year 2019-20:

a) No. of SH Complaints received : 1

b) No. of SH Complaints disposed off : 1

32. Employees Stock Option Scheme

The Company currently administers ESOP Scheme 2009. During the year under review thereare no changes in the above said scheme. The Company at the 20th Annual GeneralMeeting held on 12th August 2019 had obtained the shareholder's approval forincrease in the quantum of options that can be issued under ESOP Scheme 2009 by another500000 options from the present limit of 1000000 options to a revised limit of1500000 options.

The Company has obtained In-principle listing approval for the issue of the above grantfrom National Stock Exchange of India Limited (NSE) being the designated stock exchange.

Summary information of these stock option schemes grant and allotments under theseschemes are provided under Note No. 22(f) forming part of standalone financial statements.The details of the Options granted up to 31st March 2020 and other disclosuresas required under SEBI (Share Based Employee Benefits) Regulations 2014 is available forview on the Company's website at https://www.saksoft.com/investor/

33. Public Deposits

There are no details to report on deposits covered under Chapter V of the CompaniesAct 2013 ("the Act") during the year 2019-20 which are required to befurnished.

34. Conservation of Energy

The Company is a software company and hence the operations of the Company are notenergy intensive. The Company employs energy efficient computers and office equipment. Thecompany is conscious about environment protection and energy conservation and strives toevolve new technologies to see to that the infrastructure is more energy efficient. TheChennai delivery center is situated in the LEED pre certified gold rated green building.

35. Technology Absorption

Saksoft having been in existence for two decades has been a front runner in adoptinglatest trends in Technology. The infrastructure is regularly upgraded to ensurescalability and round the clock availability in all circumstances. Right from migratingcritical applications to the cloud and ensuring adequate business continuity the companyhas used technology to improve the work experience of the resources and ensure efficientdelivery to the customers. The Company's operations do not require significant import oftechnology.

36. Research and Development (R&D)

As mentioned above the Company is constantly involved in developing solutions for itscustomers using the emerging technologies which involve considerable research anddevelopment efforts on the part of the employees. The efforts and costs incurred in suchresearch are integral to the operations of the Company and are not segregated andidentified separately.

37. Foreign exchange earnings and outgo

Foreign exchange earnings and Outgo 2019-2020 (Rs. in million) 2018-2019 (Rs. in million)
Foreign Exchange earnings 451.99 538.91
Expenditure in Foreign Currency 32.18 18.02

38.Significant and material orders:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.

39. Material Changes after 31st March 2020

Whilst Saksoft and its Group Companies are geared up to work towards its growthobjectives in the coming year there is a new challenge that has emerged in the form of apandemic across the world at the close of the financial year 201920. The COVID-19 outbreakin India and across globe has caused general business disruption. While the disruption iscurrently continuing as on date and expected to be temporary there is considerableuncertainty around the duration of its prevalence containment and reversal. The extent ofthe impact of COVID-19 on operational and financial performance will depend on certaindevelopments including duration and spread of the outbreak the future impact on thecustomers employees and vendors all of which are uncertain and cannot be predicted.

The Company has evaluated the impact of this pandemic on Its business operations andbased on its review and current indicators of future economic conditions there is nosignificant impact on its year end financial results.

40. Acknowledgement

The Company takes this opportunity to thank its customers vendors investors businessassociates and bankers for their support extended during the year to the Company.

The Management also likes to thank the Government of India the Governments of variouscountries the concerned State Governments Government Departments and GovernmentalAgencies for their co-operation. The Management would also wish to place theirappreciation to the employees of the Company for the excellent contributions extended atall levels in achieving growth and results.

For and on behalf of the Board
Place: Chennai Aditya Krishna
Date: 27th May 2020

Chairman & Managing Director

.