To the Members
Your Directors have pleasure in presenting the Report on the business and operations ofthe Company along with the Standalone and Consolidated Audited Financial Statements forthe financial year ended March 31 2019.
1. FINANCIAL PERFORMANCE
The Standalone and Consolidated Financial Statements (CFS) for the financial year endedMarch 31 2019 forming part of this Annual Report have been prepared in accordance withInd AS as summarized below:
| || || || ||Rs. in lakhs |
|Particulars ||Consolidated for the year ended March 31 ||Standalone for the year ended March 31 |
| ||2019 ||2018 ||2019 ||2018 |
|Revenue ||50431.12 ||50302.47 ||41467.02 ||42139.78 |
|Profit Before Interest and Depreciation ||7113.08 ||6945.36 ||6842.38 ||5429.49 |
|Provision for Depreciation ||660.52 ||622.25 ||579.22 ||562.72 |
|Other Income ||4602.34 ||3642.59 ||5265.85 ||4862.61 |
|Net Profit Before Tax ||11054.90 ||9965.70 ||11529.01 ||9549.38 |
|Provision for Tax ||2012.61 ||1723.39 ||2124.07 ||1249.17 |
|Net Profit After Tax ||9042.29 ||8242.31 ||9404.94 ||8300.21 |
|Other Comprehensive Income for the year ||835.26 ||(466.22) ||747.35 ||(797.50) |
|Total Comprehensive Income for the year ||9877.55 ||7776.09 ||10152.29 ||7502.71 |
|Balance of Profit brought forward ||57822.84 ||51444.34 ||57614.29 ||51131.16 |
|Balance available for appropriation ||66865.13 ||59686.61 ||67019.23 ||59431.37 |
|Dividend (Interim & Final) on equity shares ||(1625.46) ||(1711.01) ||(1625.46) ||(1711.01) |
|Dividend tax ||(151.62) ||(115.54) ||(151.62) ||(115.54) |
|Transfer to General Reserve ||(19.85) ||(46.69) ||- ||- |
|Transfer to Retained earnings ||53.07 ||9.47 ||53.07 ||9.47 |
|Surplus carried to Balance Sheet ||65121.26 ||57822.84 ||65295.22 ||57614.29 |
On a consolidated basis your Company's revenues from operation for the FY 2018 - 19have increased by 0.26% in rupee terms from `50302.47 lakhs in FY 2017 - 18 to `50431.12lakhs in FY 2018 - 19. The net profits increased from`8242.31 lakhs in FY 2017 - 18 to`9042.29 lakhs during the year an increase of 9.70%. This has translated to a BasicEarnings per Share of `52.92 in FY 2018 - 19 vs. `48.17 in FY 2017 - 18.
2. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments if any affecting the financialposition of your Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of the Report.
Your Directors are pleased to recommend a final dividend of `7.50 per equity share of`10 each for the year under review. During the year your Company declared an interimdividend of `5.00 per equity share in October 2018. This aggregates to a total dividend of`12.50 per equity share.
A note on transfer of shares and unclaimed dividends to Investor Education andProtection Fund has been stated in the General Shareholder Information forming part ofthis Annual Report.
4. BUYBACK OF SHARES
The Board at its meeting held on April 23 2019 approved a proposal for buyback of upto 1998678 fully paid up equity shares of face value of `10 each representing 11.68% ofthe total number of equity shares of the Company at a price of up to `850 per equityshare for a total consideration not exceeding `16988.76 lakhs on proportionate basisthrough the tender offer route subject to approval of the members of the Company bypostal ballot / e - voting and also such other approvals permissions and sanctions as maybe required under applicable Regulatory provisions.
5. BUSINESS OUTLOOK ECONOMIC & REGULATORY SCENARIO AND OPPORTUNITIES
Your Company has been operating at the forefront of high technology that ischaracterized by constant evolution. Our work in product engineering and digital servicescenters around silicon platforms operating systems connectivity computingcommunications security machine learning artificial intelligence mobility analyticsand the cloud. Some of these technologies have been around longer and are nearingmaturity while others continue to evolve. Through judicious investments in learning &development and engagement with pioneers in the industry we ensure that the Company staysahead of the technology curve. Given the pace of technological developments it isimperative that companies partner with independent global service providers.
Collaboration has helped accelerate innovation and reduce time to market resulting inthe launch of new products and solutions that are truly game - changing. This trend isexpected to continue for the foreseeable future due to the hyper - competitive nature ofthe industry. Our stated strategy continues to be two - fold - expand our competencies inproduct engineering services and widen our capabilities in digital services. Thecombination of our two strengths gives us highly differentiated abilities that are hard toreplicate. Our expertise in delivering complex engineering projects combined withknowledge of hardware software mechanical design RF industrial design and UX makes usan ideal partner across the product development life - cycle. After hitting a growthtrajectory in fiscal 18 our growth for the year in consideration is muted as we haveembarked on a transformation journey to focus on winning sustainable and scalablebusiness. We are confident in our ability to be a differentiated provider of productengineering services including the necessary digital solutions. We have further expandedour existing global development centres across India China and Finland with theestablishment of an Automotive Centre of Excellence in Detroit USA. In the current yearwe have invested in suitable development interventions to build our strengths intechnologies such as blockchain artificial intelligence machine learning 5G and data -analytics which continue to progress as we move from smart' to cognition'.
As indicated in the previous years global corporate Engineering Research &Development Services (ER&D) spend continues to see significant growth. The consensusestimates by leading consultancy firms put global corporate engineering and ER&D spendto be in the range of $1.2 trillion for the year 2018. Close to 80% of this spend isaccounted for by the top 1000 global as automotive consumer electronics semiconductorsand software continue corporations.More to be the forerunners in investments in ER&D.After the initial wave of digitization industries are now rapidly moving toward this.Digital engineering in conjunction with product engineering will continue to be the primemover of innovation across most industry segments. The Android ecosystem has expanded andis now embraced by a wider spectrum of industry verticals. Multiple Android - basedapplications effectively address the needs of consumer electronics industrialautomotive enterprise and avionics amongst other industries. Wireless communicationsboth personal and wide area make it possible to transport vast amounts of data cost -effectively with minimal latency. Also developments in silicon & software platformscomputing sensors and the cloud is truly making the era of chip to cognition' cometo fruition.
Company include developments in the adoption of open source platforms by Moreenterprises. As data continues to take center-stage securing data assets of the ecosystemthat rely on Android presents communication and connectivity areas we make judiciousinvestments to stay asignificant at the forefront of standards such as Bluetooth NFCRFID 4G - LTE 5G DSRC and CV2X. The natural evolution of legacy wireless systems acrossboth terrestrial and satellite communication systems to embrace the latest standardsprovides us with opportunities across the product and technology development lifecycle.Additionally certain segments such as automotive are making considerable investments toprogress towards safer and autonomous modes of driving. In this industry technologiessuch as short - range wireless signal processing sensor fusion and image processing willcontinue to be mission critical. Therefore we believe that the addressablemarketopportunitiesforyourCompanywillremainsignificantand we are committed to making aconcerted effort to thrive in this environment.
6. SHARE CAPITAL
The present authorized share capital of your Company stands at `550000000 comprisingof 55000000 equity shares of face value `10 each. The issued subscribed and paid upcapital of the Company stands at 17110114 equity shares of `10 each as at March 312019. Details of the amount to be carried to reserve are forming part of the financialstatements.
6.1. Employees Stock Option Scheme (ESOS)
Your Company continues the philosophy of encouraging senior leaders in the Company tobe partners in the growth of the organization.
In Financial Year 2016 - 17 your Company had formulated a new Scheme i.e. SaskenEmployees' Share Based Incentive Plan 2016 (Incentive Plan 2016) under the SEBI (ShareBased Employee Benefits) Regulations your Company to grant options up to a maximum of885900 of Stock Appreciation Rights / Restricted Stock Units / other Stock BasedInstruments as may be formulated by SEBI from time to time in any combination and inaccordance with the applicable provisions of law. The aforesaid scheme was implemented incompliance with SBEB Regulations as amended and the requirements specified underRegulation 14 of the SBEB Regulations are available on the Company's website atwww.sasken.com / investors.
Your Company has neither accepted nor renewed any deposit during the year. As such noamount of principal and / or interest is outstanding as on the Balance Sheet date.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 (the Act) are given in the notes to the FinancialStatements.
9. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is annexed herewith as Annexure A.
10. RISK MANAGEMENT POLICY INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identifiedby the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arealso discussed in the meetings of the Audit Committee and the Board of your Company. YourCompany's internal control systems are commensurate with the nature of its business andthe size and complexity of its operations. These are routinelytestedbyStatutoryaswellasinternalAuditors.Significantaudit observations and actions takenthereon are reported to the Audit Committee.
The key business risks identified by your Company and mitigation plans are detailed inthe Management Discussion and Analysis Report.
11. CORPORATE SOCIAL RESPONSIBILITY
Your Company has in place a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Act. The details of the CSR Policy and the AnnualReport on CSR activities as prescribed under the Act and Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as Annexure B.
The focus of your Company's CSR includes women - centric financial inclusion renewableenergy environmental safety folk art & culture and more recently underprivilegedchildren's education. In the paragraphs to follow we have highlighted the progress that wehave made under each of these initiatives.
WOMEN - CENTRIC FINANCIAL INCLUSION
Sasken's relationship with Self Employed Women Association (SEWA) marches into the 5thyear. SEWA is an Ahmedabad based organization focusing on empowering women from lowerstrata of society with an aim to make them self - reliant. Sasken began this engagement todevelop a digital transaction - enablement platform for their path - breaking micro -banking initiatives. Sasken's teams of engineers have been instrumental in building atechnology platform that is easy to use by semi - literate women to simplify the bankingprocess. The outcome of these untiring efforts has resulted in the m - Bachat'platform that is actively in use in 8 districts of Gujarat where SEWA operates. m -Bachat' serves to strengthen trust amongst all the users of this micro - banking system.The m - Bachat' platform's modular architecture makes it possible to cater to futureneeds. The solution leverages Sasken's strength in mobility Android devices and computingdomains. The mobile application developed incorporates a simplified and intuitive userinterface that can be adopted readily by women with low computer literacy. We are pleasedto bring to your attention that the m - Bachat' system has successfully on - boarded30918 members. Further the total collection from April 2018 - March 2019 recorded inthe system amounts to `150 lakhs.
EDUCATION FOR UNDERPRIVILEGED CHILDREN
We believe that early intervention with a view to providing better primary educationfor the underprivileged is of paramount importance. Our focus has been to partner withexperts and strengthen the delivery of holistic education at government schools. We aredirecting our efforts to enhance the infrastructure hygiene and education delivery. Inpartnership with Bal Utsav a Bengaluru based NGO engaged in the public education sectorwe have co-opted the government high school of Agara Bengaluru for a pilot program. Theinitial focus is to renovate and maintain washrooms distribute menstrual kit every monthset up an incinerator for disposing of sanitary waste issue school kits to all childrenand upgrade the basic infrastructure of classrooms. We believe this initiative will payrich dividends as close to 700 children will benefit from our intervention.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism / whistle blower policy for Directors andemployees to report their genuine concerns which is reviewed and updated from time totime. The said policy is available on the Company's website (www. sasken.com / investors).
13. SEXUAL HARASSMENT REDRESSAL COMMITTEE
Your Company has complied with the applicable provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 details of which is provided under theCorporate Governance Report forming part of the Board Report.
Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations).
Mr. Jyotindra B. Mody a Non Executive Director resigned from the Board of yourCompany effective February 15 2019. Further Mr. Bansi S. Mehta a Non-ExecutiveIndependent Director of the Company and Chairman of the Audit Committee of the Board hasvacated his office on April 23 2019 in accordance with Section 167(1)(b) of the Actbeing unable to attend any meetings of the Board of Directors held during the period oftwelve months. Your Company places on record its appreciation for the valuable servicesand guidance rendered by Mr. Jyotindra B. Mody and Mr. Bansi S. Mehta during their tenure.
In accordance with the provisions of the Act and in terms of the Articles ofAssociation of the Company Dr. G. Venkatesh is liable to retire by rotation at theforthcoming Annual General Meeting (AGM) and being eligible offer himself forre-appointment. Members of the Company approved appointment of Mr. Bharat V. Patel Prof.J. Ramachandran and Mr. Sanjay M. Shah at the AGM held on September 22 2014 for a term ofup to 5 years effective from the date of meeting. The term of aforesaid re-appointment isexpiring on September 21 2019 and Board has recommended to the shareholders for approvingtheir reappointment for another term of up to five years. The term of office of the Wholetime Directors is expiring on March 31 2020 and Board has recommended to the shareholdersfor approving their re-appointment for another term of up to five years.
The detailed note profileand explanatory statement for the aforesaid re-appointmentsis provided in the Notice of the 31st AGM.
14.1. Board Evaluation
Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance thedirectors individually and its Committees.
The Nomination & Remuneration Committee has laid down the evaluation framework forassessing the performance of Directors comprising of the following key areas:
Attendance in meetings of the Board and its Committees.
Quality of contribution to Board deliberations.
Strategic perspectives or inputs regarding future growth of Company and itsperformance.
Providing perspectives and feedback going beyond information provided by themanagement.
Commitment to shareholder and other stakeholder interests.
14.2. Board independence
Definition of Independent Director' is referred in Section 149(6) of the Act andRegulation 16(1)(b) of the Listing Regulations. Based on the confirmation / disclosuresreceived from the Directors and on evaluation of the relationships disclosed thefollowing Directors are Independent:
Mr. Bharat V. Patel
Prof. J. Ramachandran
Mr. Sanjay M. Shah
Mr. Sunirmal Talukdar
14.3. Nomination & Remuneration Policy
Your Company has a Nomination & Remuneration policy for selection and appointmentof Directors Senior Management and fixing their remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under Section 178(4) of the Act. The said policy and the composition ofthe Nomination & Remuneration Committee have been stated in the Corporate GovernanceReport.
14.4. Meetings of the Board and its Committees
The details of (a) the meetings of the Board and its Committees held during the year;and (b) composition and terms of reference of the Committees are detailed in the CorporateGovernance Report.
14.5. Code of conduct
The Board has approved a Code of Business Conduct (Code) which is applicable to theMembers of the Board and insiders. The Code of Business has been posted on the Company'swebsite (www.sasken.com / investors). The Code lays down the standard of conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Board Members and the Senior Managementpersonnel have confirmed compliance with the Code.
15. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained your Directors make the following statements in terms of Section134(3)(c) of the Act that:
in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
accounting policies have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for the year ended March 31 2019;
proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
the annual accounts have been prepared on a going concern basis;
proper internal financial controls to be followed by the Company were in placeand that such internal financial controls were adequate and were operating effectivelywith no material defects; and
Systems to ensure compliance with the provisions of all applicable laws were inplace adequate and operating effectively.
16. SUBSIDIARY COMPANIES & JOINT VENTURES
There has been no change in the nature of business of the subsidiaries during the yearunder review. In accordance with Section 129(3) of the Act your Company has prepared aCFS of your Company and all its subsidiary companies which is forming part of the AnnualReport. The CFS also reflects the contribution of subsidiary companies to the overallperformance of the Company. A statement containing salient features of the FinancialStatements of the subsidiary companies is also included in the Annual Report.
In accordance with third proviso of Section 136(1) of the Act the Annual Report of theCompany containing therein its standalone and CFS will be placed on the Company's website(www.sasken.com / investors). Further as per fourth proviso of the said section auditedannual accounts of each of the subsidiary Companies have been placed on the Company'swebsite (www.sasken.com / investors). Members interested in obtaining a copy of theaudited annual accounts of the subsidiary Companies may write to the Company Secretary atthe Company's registered office address.
The audit committee reviews the CFS of the Company and the investments made by itsunlisted subsidiary companies. The minutes of the boardmeetingsalongwith significantdevelopments of the unlisted subsidiary companies are reporton periodically placedbefore the Board.
Your Company does not have any material unlisted Indian subsidiary companies. Thepolicy for determining material subsidiaries' has been disclosed on Company'swebsite (www.sasken.com / investors).
17.1. Statutory Auditors and Statutory Auditors' Report
As per the provisions of Section 139 of the Act M/s. B S R & Associates LLPChartered Accountants (ICAI Firm Registration No.116231 W/W - 100024)were appointed asStatutory Auditors office until the conclusion of yourCompanytohold the 34th AGM.
As required under Regulation 33 of the Listing Regulations Statutory Auditors haveconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.
There are no qualifications reservations or adverse remarks made by StatutoryAuditors in their Report.
17.2. Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act and Rules Regulation 24A of theListing Regulations and other applicable provisions framed thereunder as amended yourCompany appointed Mr. G. Shanker Prasad Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Practicing Company Secretary has submitted hisReport on the Secretarial Audit conducted by him which is annexed herewith as Annexure C.
There are no qualifications reservations or adverse remarks in his Report.
18. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company is committed towards maintaining high standards of Governance. The Reporton Corporate Governance as stipulated under Schedule V of the Listing RegulationsShareholders Information together with a Corporate Governance Compliance Certificate fromMr. G. Shanker Prasad Practicing Company Secretary confirming compliance forms anintegral part of this Report which is annexed herewith as Annexure D.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the Listing Regulations is forming part of this Annual Report.
20. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. None of the Directorshas any pecuniary relationships or transactions with the Company. Your Company has inplace a Related Party Transactions Policy for the purpose of identification and monitoringof such transactions. This policy has been approved by the Board and is available on theCompany's website (www.sasken.com / investors). contracts Since there have been nomaterially significant / arrangements / transactions with related parties disclosureunder Form No. AOC - 2 is not applicable.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are certain on - going litigations / disputes in the normal course of business.However there are no significant and / or material orders passed by the Regulators /Courts having a material impact on the operations of the Company during the year underreview.
Your Company has always encouraged its employees to generate intellectual property interms of patents to derive benefits from innovations. Your Company has filed for twopatents in this year at Indian PTO. One is a patent on a System and Method for Internet ofThings Security using Blockchain and the other one is on a System and Method for channelestimation for OFDM based wireless communication systems for 4G and 5G.
A total of 56 patents have been granted to your Company till now.
23. QUALITY CERTIFICATIONS
Your Company is certified for ISO 14001:2015 (Environment Management System Standard).Your Company is committed to contribute towards environment management being aresponsible corporate member of the communities in which it operates. This reaffirms yourCompany as a responsible corporate citizen.
ISO / IEC 27001:2013
Your Company is certified for ISO / IEC 27001:2013 (Information Security ManagementSystem Standard). This is important for assuring our stakeholders (like CustomersPartners Vendors Investors and Employees) of our commitment in protecting theirinformation assets and Intellectual Properties (IPs) as well as sensitizing all employeesabout importance of confidentiality integrity and availability of information assets ofour stakeholders.
Your Company is certified for ISO 9001:2015 (Quality Management System (QMS) Standard).It helps us to establish a process framework in organization based on Plan - Do - Check -Act lifecycle and provides guidance on implementation of checks and measures to helppromise quality in all our deliverables to customers (new and existing) vendorsshareholders and interested parties including regulatory bodies across various geographiesin which we operate. It also helps meet statutory regulatory and compliance requirementsapplicable to Sasken anditsaffiliate companies.
CMMI - Dev - V1.3 - ML3
On delivery excellence your Company leverages industry best practices and standards toestablish and continuously improve delivery systems and processes. Your Company hasestablished a delivery platform called Sasken Delivery Platform (SDP). SDP is anintegrated project management platform for project managers team members and otherstakeholders. Your Company's QMS has been formally assessed at Maturity Level 3 of theCMMI - Dev - V1.3. Sasken's processes are also compliant to requirements of technologyvertical specific standards like TL9000 R5.5/5.0 and Automotive SPICE v2.5.
24. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance withrelevant Accounting Standards (AS) issued by the Institute of Chartered Accountants ofIndia forms part of this Annual Report.
25. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 isprovided as Annexure E and also available on the website of the Company(www.sasken.com/investors).
26. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedherewith as Annexure F1.
A statement containing the names of top ten employees in terms of remuneration drawnand the name of every employee employed throughout the Financial Year was in receipt ofremuneration of `102 lakhs or more or if employed for part of the year and in receipt of`8.50 lakhs or more per month pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure F2.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for the excellent support received from themduring the year. Your
Directors place on record their sincere appreciation to all employees of the Companyfor their unstinted commitment and continued contribution to the Company.
| ||For and on behalf of the Board of Directors |
|Bengaluru ||Rajiv C. Mody |
|April 23 2019 ||Chairman & Managing Director |