Sasken Technologies Ltd
Chairman Speech
A LETTER TO OUR SHAREHOLDERS
As I write this letter to you - our Shareholders, I am reminded of what Charles Dickens
made famous - "It was the best of times, it was the worst of times, it was the age of
wisdom, it was the age of foolishness, it was the epoch of belief, it was the epoch of
incredulity, it was the season of light, it was the season of darkness, it was the spring
of hope, it was the winter of despair." This struggle with polar extremes seems to
summarize what we as an industry and indeed the globe is confronted with. Just as we seem
to have recovered from the worst of the COVID-19 pandemic, other events seem to have
overtaken the return to normalcy. These developments include geopolitical conflicts in
Europe and other parts of the world, disruption of global supply chains, an attempt to
reexamine global energy security needs, and a potential funding winter for hi-tech
start-ups.
Much as this may have created cynicism and a restive attitude, as chairperson of your
Company I believe there is room to be hopeful about the human spirit of resilience which
we internalize as the 'Can-Do' spirit. The industry seems to do away with anything called
normal and NASSCOM dubs this as the 'No-Normal' era. As a company that has navigated
through multiple headwinds and turbulence arising from structural changes in the industry
and the rapid evolution of technology, we seem to possess the means to ride one more
storm. What enables us as a company to do this is that we are small enough to adapt and
learn and large enough to invest and grow. Our human capital has demonstrated the
commitment to remain agile and work with inspiration which indeed is one of our core
differentiators.
Having been one of the first to enable the work-from- anywhere model, we continue to
fine-tune and offer flexibility to all Sasians to work from an optimum location. We see a
hybrid work model being a permanent part of an enterprise's fabric in the years to come.
In the current year, we have made a number of changes keeping in mind our core objectives
of being Tech-First, World-Class, and upholding Intellectual Integrity.
We have inducted our alumni who are delighted to join their alma mater in its quest to
be a differentiated and leading provider of product engineering and digital services.
Abhijit Kabra, our Chief Executive Officer, returns to your Company after a successful
track record in the product engineering and digital space. He has been able to induct key
talent in the areas of technology, sales & marketing leadership. We have also
strengthened our board of directors with the addition of two new independent directors-Mr.
Raja Ramana Macha & Mr. Sunil Sachan. They bring immense experience in areas such as
innovation, management of technology, and mergers & acquisitions in the high-tech
industry. These additions to your Company are a testimony to the trust and confidence
stakeholders place in your Company.
As in the previous year, we continue to focus on business growth and sales, building a
world-class team that delivers on business goals and flawless execution with a focus on
end results. Our organizational focus as in the previous fiscal years remains on being a
provider of a comprehensive bouquet of services addressing the product engineering and
digital needs of equipment manufacturers and service providers. The sectoral focus
includes automotive, industrials, communications & devices, telecommunication
networks, satellite, and semiconductors. I will highlight each of the sectors we serve.
On the automotive front, we focus on winning and executing business from both tier-1s
and OEMs. Some of the notable highlights in the automotive arena include the work we do
for leading electric vehicle manufacturers in their quest to address the growing market
for autonomous vehicles.
We have also worked with tier-1s to scope and build next-generation telematics systems.
In addition, we have enhanced connectivity, human-machine interface, and rapid charging
solutions for leading EV manufacturers who have incorporated software delivered by your
Company in vehicles that have taken the market by storm. With the increased proliferation
of the Android platform into the core of automobiles, we are encouraged to see an uptick
in demand for services across all functional areas we address. An addition this year has
been our single-minded focus to build an intelligent test automation suite to help tier-1s
and auto OEMs reduce the cycle time for testing, identifying and resolving bugs faster,
and reducing the overall cost and time for the development of next-gen features.
Communication networks and devices have played a central role in providing highly
reliable and high available bandwidth connections supporting sophisticated communication
needs across the globe. We work across a wide variety of areas including the development,
testing, enhancement, and maintenance of Internet protocol-based virtual private networks
solutions, and radio-defined networks in both terrestrial and non-terrestrial networks.
Our work in 4G LTE and 5G addresses the needs of both wireless carriers as well as
non-terrestrial network providers such as the next-generation satellite broadband
companies. We have successfully completed the delivery of critical milestones for our
ongoing satellite program including the delivery of innovative testing solutions to help
accelerate field deployment. We continue to provide mission-critical support to enterprise
devices built on the Android operating systems platform both in terms of operating system
upgrades and security management releases.
In the industrial business segment, our focus has been on helping customers build
secure enterprise devices and work at the cusp of the PHY-D (Physical to Digital)
interface. One area of significant contribution by your Company has been in delivering a
complex platform running several million lines of code that supports highly complex
process-intensive industries. Engagements such as this validate our ability to offer a
differentiated proposition that we have labeled Chip to Cognition. We make this assertion
as we enable the entire chain of events from data sensing to data-driven decisionmaking.
Another instance of the work we do in the industrial realm is to support manufacturers of
modular industrial welding solutions and elevator manufacturers to address the need for
incorporating embedded solutions in their product design.
The semiconductor industry has rightfully been declared a strategic asset given the
disruptions of the global supply chains. The looming uncertainty has had its impact on the
quantum & velocity of outsourcing from key players in the industry. Our scope of
offerings continues to be focused on development and testing services for semiconductor
platforms primarily addressing the smart device, communication networks, and automotive
segments.
Our digital services are a horizontal layer that complements our core product
engineering offering or on a standalone basis focuses on the digitization of products and
digitalization of production. Some notable work we have executed in this sector includes
the building of digital services for railway track laying machines that are
mission-critical in building and maintaining high-speed railroad networks. In addition, we
have executed highly innovative projects in the area of leveraging technologies such as
blockchain, AI, and ML in the area of highly integrated supply chain management. Finally,
we make steady progress in delivering cutting-edge solutions for multi-transport operators
by helping them digitize and hence integrate their operations. Thereby helping them to
bring both efficiencies in operations and be more responsive to their customer's needs.
Zinnov, a leading consultancy firm, in their annual rigorous evaluation of the top
ER&D service providers, has rated us in the leadership zone for small and medium
service providers. This is testimony to Sasken's expansive coverage of verticals and
customer spread including a high degree of specialization, process & practice
maturity, innovation, and ecosystem linkages. Sasken has also been rated in the leadership
zone in the automotive, semiconductor, and telecommunications verticals.
DIVIDEND DATA
During the year, your Company paid an interim dividend of Rs.12 per equity share in
October 2022; and (b) recommended a final dividend of Rs.13 per equity share. The total
dividend for the year ended March 31, 2023 would be Rs.25 per equity share of Rs.10 each.
My management team and I wish to thank you for the continued confidence that you have
placed in us over the last three decades and look forward to better times ahead.
Rajiv C. Mody
Chairman & Managing Director.
Sasken Technologies Ltd
Directors Reports
To the Shareholders,
Your Directors have pleasure in presenting this Report on the business and operations
of the Company along with the Standalone and Consolidated Audited financial statements for
the year ended March 31, 2023.
1. Financial Performance
The Standalone and Consolidated financial statements for the year ended March 31, 2023
forming part of this Report have been prepared in accordance with Ind AS, as summarized
below:
|
|
|
|
Rs. in lakhs |
Particulars |
Consolidated for the year ended March 31 |
Standalone for the year ended March 31 |
|
2023 |
2022 |
2023 |
2022 |
Revenue |
44,698.35 |
43,390.73 |
35,096.95 |
38,589.13 |
Profit Before Interest, Depreciation and Taxes |
10,079.26 |
12,907.52 |
5,530.88 |
11,671.66 |
Provision for Depreciation |
676.30 |
651.18 |
581.23 |
586.05 |
Earnings before Interest and Taxes |
9,402.96 |
12,256.34 |
4,949.65 |
11,085.61 |
Interest |
13.37 |
4.52 |
13.37 |
4.52 |
Other Income |
2,973.63 |
3,533.36 |
6,456.92 |
4,544.25 |
Net Profit Before Tax |
12,363.22 |
15,785.18 |
11,393.20 |
15,625.34 |
Provision for Tax |
2,416.01 |
2,960.57 |
1,578.39 |
2,795.24 |
Net Profit After Tax |
9,947.21 |
12,824.61 |
9,814.81 |
12,830.10 |
On a consolidated basis, your Company's revenues from operations for the FY 2022-23
have increased by 3.01% in rupee terms from Rs.43,390.73 lakhs in FY 2021-22 to
Rs.44,698.35 lakhs in FY 2022-23. The net profits decreased from Rs.12,824.61 lakhs in FY
2021-22 to Rs.9,947.21 lakhs during the year, a decrease of 22.44%. This has translated to
a Basic Earnings per Share of Rs.66.14 in FY 2022-23 vs. Rs.85.31 in FY 2021-22.
2. Material changes and commitments affecting the financial position of the
Company
There have been no material changes and commitments, if any, affecting the financial
position of your Company which have occurred between the end of financial year of the
Company to which the Financial Statements relate and date of this Report.
3. Dividend
Your Directors are pleased to recommend a final dividend of Rs.13 per equity share of
Rs.10 each for the year under review. During the year, your Company declared an interim
dividend of Rs.12 per equity share in October 2022. This aggregates to a total dividend of
Rs.25 per equity share.
A note on transfer of shares and unclaimed dividends to Investor Education and
Protection Fund has been stated in the General Shareholder Information, forming part of
this Report.
4. Business Outlook, Economic & Regulatory scenario and Opportunities
The rate of change in technology often outstrips the changes in the underlying fabric
such as social, political, economic, and regulatory systems. Having a tech DNA since
inception has created in us both the resolve and ability to embrace change. For us at
Sasken, the constant has been the single-minded pursuit of our values - World-Class,
Intellectual Integrity, and Tech-First. Additionally, being a Company that has taken in
its stride the need to balance multi-stakeholder needs, we have been empathetic and
responsive when it comes to the three pillars on which any enterprise should be built,
viz. sustainable business practices, environmentally conservative & conscious
operations, and commitment to governance.
These aforementioned strengths of your Company are what keep us buoyant in the midst of
relentless change. The multiple forces that play including the recovery from a two-year
global pandemic, geopolitical conflicts, disruption in global supply chains, and a
turbulent transition into alternative energies have put the global economy in an extremely
challenging situation. There are clear indications from leading global agencies such as
the World Bank & International Monetary Fund (IMF), and heads of national financial
institutions that indicate that the global economies face grim prospects ranging anywhere
from stagnation to recession. At the vortex of all this is the tech sector which has been
shaken up after a couple of years of unbridled growth. At present, it seems that the
adverse impact on the tech sector is confined to the start-up ecosystem and curtailment of
funding initiatives that are not tied to visible sources of revenue generation.
The possible positive upshot of this is a continuous push to accelerate the pace of
globally distributed development. Large transnational corporations are seeking to partner
with capable and cost-effective service providers. The overall expenditure on product
engineering and digital services is likely to remain flat when compared to the previous
fiscal but organizations are expected to seek and obtain greater leverage for every dollar
spent. Our management team continues to monitor the business landscape, engage with
customers and assess the developments in a dynamically evolving business landscape. At
present, it seems that bodies such as the National Association of Software and Service
Companies (NASSCOM) remain cautiously optimistic about the growth prospects and an uptick
in demand for India-based providers of product engineering (engineering R&D) and
digital services.
Your Directors and management team remain vigilant and prepared to mitigate uncertainty
while remaining prepared to take advantage of growth opportunities once there is an
amelioration in an overall business environment. We have well-structured mechanisms to
monitor the external environment and the possible risks. We take all measures to mitigate
these risks and manage investments prudently in support of our operational needs &
growth initiatives, thereby ensuring that we keep business as usual. Our size positions us
in a sweet spot of being nimble enough to adapt while being large enough to weather a
Volatile, Uncertain, Complex, and Ambiguous (VUCA) environment.
Please refer to the Management Discussion and Analysis Report and the Tech &
Markets section forming part of this Report for further details on this segment.
5. Share Capital
The present authorized share capital of your Company stands at Rs.55,00,00,000
comprising of 5,50,00,000 equity shares of face value of Rs.10 each.
There is no change in the issued, subscribed and paid-up capital of the Company in this
financial year and it stands at Rs.15,05,08,710 comprising of 1,50,50,871 equity shares of
Rs.10 each as at March 31, 2023.
Details of the amount to be carried to reserves are forming part of the financial
statements.
6. Employees Stock Option Scheme
83,590 Restricted Stock Units (RSUs) granted earlier were effective as at April 1, 2022
and during the year, Nomination and Remuneration Committee of the Board has accorded its
approval for further grant of up to 1,29,170 RSUs to the employees at an exercise price of
Rs.10 per RSU i.e., at par value of equity shares of the Company in accordance with the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SBEB Regulations) and other applicable regulations and Sasken
Employees' Share Based Incentive Plan 2016. 36,190 RSUs lapsed during the year and
1,76,570 RSUs were remaining as at March 31, 2023.
The requirements specified under Regulation 14 of the SBEB Regulations are available on
the Company's website www.sasken.com/investors.
7. Deposits
Your Company has neither accepted nor renewed any deposit during the year. As such, no
amount of principal and/or interest is outstanding as on the Balance Sheet date.
8. Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 (the Act) are given in the notes to the financial
statements.
9. Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, is annexed herewith as Annexure A.
10. Risk Management Policy, Internal Control Systems and their adequacy
The abnormal working environment which was foisted on your Company due to the pandemic
has helped to reassess our risk management practice. Revisiting mitigation plans provided
valuable insights which continue to guide our operational practices. Our risk mitigation
practices have stood the testing time periods in the last couple of years. In spite of the
hurdles faced, these developments have helped your Company continue to be committed to
excellence in service delivery, customer delight, employee engagement, and welfare.
Over the last few years, we have been able to adopt a work-from-anywhere model (WfA)
that takes advantage of our digital infrastructure and yields providing flexibility to our
employees, operational efficiencies while ensuring we meet all customer obligations. This
requires the development of additional internal control systems and mechanisms, which were
fast-tracked by the sudden changes. Business Continuity processes were re-examined to
ensure seamless customer delivery. Increased Cyber Security processes helped us maintain
the same level of vigil to thwart any attempts of intrusion which are common in these
times. These measures have helped us maintain customer & project data,
confidentiality, and integrity. The Emergency Response Team constituted during the
pandemic continues to operate and ensure that we keep it business as usual.
Your Company has a robust organizational structure for managing and reporting risks.
Your Company has constituted a Risk Management Committee and adopted Risk Management
Policy in compliance with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) and the Act, details of which is provided under
the Corporate Governance Report forming part of this Report.
Your Company continues the best practices in risk management by systematically
identifying entity, business, functional & environmental risks on an ongoing basis.
The constitution of a formal Internal Risk Management Team, with oversight provided by the
Risk Management Committee of the Board, has sharpened the focus on mitigation actions. All
these have helped in ensuring your Company is committed to its Environmental, Social, and
Governance principles & practices.
Your Company's internal control systems are commensurate with the nature of its
business, size and complexity of its operations in the changed working environment. These
are routinely tested by Statutory as well as Internal Auditors. Significant audit
observations and actions taken thereon are reported to the Audit Committee.
The key business risks identified by your Company and mitigation plans are detailed in
the Business Responsibility and Sustainability Report (BRSR) and Management Discussion and
Analysis Report.
The provisions of sub-section (1) of Section 148 of the Act are not applicable to the
Company as Central Government has not specified the maintenance of cost records for any of
the business activities of the Company.
11. Corporate Social Responsibility
Your Company has in place a Corporate Social Responsibility (CSR) Committee in
accordance with Section 135 of the Act. The details of the CSR Policy and the Annual
Report on CSR activities as prescribed under the Act and Companies (Corporate Social
Responsibility Policy) Rules, 2014, are annexed herewith as Annexure B.
The focus of our social responsibility centers around women's empowerment, education of
the underprivileged, environmental issues and providing medical care to the needy. The
last few years have gladdened us when we step back and look at the reach and impact of our
programs.
A detailed and comprehensive coverage of our sustainability and CSR initiatives is
provided at www.sasken.com/sustainability and detailed in this Report.
12. Vigil Mechanism/Whistle Blower Policy
Your Company has adopted a Whistle Blower Policy and has established Vigil Mechanism in
line with the requirements under the Act and Listing Regulations for the employees and
other stakeholders to report concerns about unethical behaviour, actual or suspected fraud
or violation of the Code.
The Whistle Blower Policy is available at www.sasken.com/investors.
During the year, your Company has not received any complaints under the said mechanism.
13. Sexual Harassment Redressal Committee
Your Company has complied with the applicable provisions relating to the constitution
of Sexual Harassment Redressal Committee termed as Internal Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
details of which is provided under the Corporate Governance Report forming part of this
Report.
14. Directors and Key Managerial Personnel
Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations.
In accordance with the provisions of the Act and in terms of the Articles of
Association of the Company, Dr. G. Venkatesh (DIN: 00092085) is liable to retire by
rotation at the forthcoming Annual General Meeting ('AGM') and being eligible offers
himself for re-appointment.
A detailed note, profile and explanatory statement for the aforesaid re-appointment is
provided in the notice of 35th AGM.
Mr. Raja Ramana Macha (DIN: 06904402) and Mr. Sunil Sachan (DIN: 09849981) were
co-opted by the Board as Additional Directors on January 24, 2023. The shareholders have
approved the appointment of said Directors as Independent Directors (Non-Executive)
through Postal Ballot on March 21, 2023 for a term of up to five years from January 24,
2023 to January 23, 2028.
Ms. Neeta S. Revankar (DIN: 00145580), Whole-time Director and Chief Financial Officer
of the Company had stepped down to devote time to pursue her personal interests effective
June 30, 2022.
During the year, the Board has appointed the following as Key Managerial Personnel:
Mr. Abhijit Kabra as Chief Executive Officer effective July 20, 2022;
Mr. Priyaranjan as Chief Financial Officer effective August 10, 2022; and
Mr. B. Ramkumar as Chief Risk Officer effective August 10, 2022.
14.1 Board Evaluation
Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, the
Board has carried out an annual performance evaluation of its own performance, the
Directors individually and its Committees. The evaluation of the Directors, Board and
Committees were carried out including, Board structure and composition, establishment and
delineation of responsibilities to Committees, effectiveness of Board processes,
information flow, functioning of the Board/Committees, Board culture and dynamics, quality
of relationship between the Board and Management, contribution to decisions of the Board,
guidance/support to Management outside Board/Committee meetings.
The Nomination & Remuneration Committee has laid down the evaluation framework for
assessing 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 its
performance.
Providing perspectives and feedback going beyond information provided by the
management.
Commitment to shareholders and other stakeholder interests.
14.2 Board independence
Definition of 'Independent Director' is referred in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations. Based on the confirmation/disclosures
received from the Directors and on evaluation of the relationships disclosed, the
following Directors are Independent:
Mr. Bharat V. Patel
Ms. Madhu Khatri
Mr. Raja Ramana Macha (effective January 24, 2023)
Mr. Sanjay M. Shah
Mr. Som Mittal (effective April 21, 2022)
Mr. Sunil Sachan (effective January 24, 2023)
Mr. Sunirmal Talukdar
14.3 Nomination & Remuneration Policy
The Policy and the composition of the Nomination & Remuneration Committee have been
stated in the Corporate Governance Report.
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 Corporate
Governance Report.
14.5 Code of Conduct
The Board has approved a Business Code of Conduct (Code) which is applicable to the
Members of the Board and all the employees. The Code has been posted on the Company's
website www.sasken.com/investors and intranet. The Code lays down the standard of conduct
which is expected to be followed by the insiders in their business dealings and in
particular on matters relating to integrity in the workplace, in business practices and in
dealing with stakeholders.
The Members of the Board and the Senior Management personnel of the Company have
confirmed compliance with the Code.
Further, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015
("PIT Regulations"), as amended from time to time, the Board had adopted the
Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of
trading by Insiders ("the Insider Code"). This Insider Code is applicable to all
Directors, Promoters, such identified Designated Persons and their Immediate Relatives and
other Connected Persons who are expected to have Unpublished Price Sensitive Information
relating to the Company. The Company Secretary of the Company is the Compliance Officer
under the Insider Code.
15. Directors' Responsibility Statement
To the best of our knowledge and belief and according to the information and
explanations obtained, your Directors make the following statements in terms of Section
134(3)(c) of the Act that:
in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
accounting policies have been selected and applied consistently and judgments
and estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2023 and of the profit of the
Company for the year ended March 31, 2023;
proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets 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 place
and such internal financial controls were adequate and were operating effectively with no
material defects; and
systems to ensure compliance with the provisions of all applicable laws and
Secretarial Standards were in place, adequate and operating effectively.
16. Subsidiary Companies & Joint Ventures
There has been no change in the nature of business of the subsidiaries, during the year
under review. In accordance with Section 129(3) of the Act, your Company has prepared a
Consolidated Financial Statements of the Company and all its subsidiary companies, which
is forming part of this Report. The Consolidated Financial Statements also reflects the
contribution of subsidiary companies to the overall performance of the Company. A
statement containing salient features of financial statements of the subsidiary companies
is also included in this Report.
In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the
Company, containing therein its Standalone and Consolidated Financial Statements have been
placed on the Company's website www.sasken.com/investors. Further, as per fourth proviso
of the said section, audited annual accounts of each of the subsidiary companies have been
placed on the Company's website www.sasken.com/investors. Shareholders interested in
obtaining a copy of the audited annual accounts of the subsidiary companies may write to
the Company Secretary at the Company's registered office address.
The Audit Committee reviews the Standalone and Consolidated Financial Statements of the
Company and the investments made by its unlisted subsidiary companies. The minutes of the
Audit Committee meetings along with a report on significant developments of the unlisted
subsidiary companies are periodically placed before the Board.
In accordance with Regulation 16(c) of Listing Regulations, Sasken Finland Oy, one of
the wholly owned subsidiaries of the Company has become a 'Material Subsidiary' effective
April 1, 2023.
Your Company does not have any subsidiary companies in India. The policy for
determining 'material subsidiaries' has been disclosed on Company's website
www.sasken.com/investors.
17. Auditors
17.1 Statutory Auditors and Statutory Auditors' Report
As per the provisions of Section 139 of the Act, M/s. MSKA & Associates, Chartered
Accountants (ICAI Firm Registration No. 105047W), were appointed as Statutory Auditors of
your Company, to hold office until the conclusion of the 38th AGM.
As required under Regulation 33 of the Listing Regulations, Statutory Auditors have
confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors, in their Report.
17.2 Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the Listing
Regulations and other applicable provisions framed thereunder, as amended, your Company
had appointed Ms. Aarthi Gopalakrishna, Company Secretary in Practice (CP No.5645) to
undertake the Secretarial Audit of the Company. The Practicing Company Secretary has
submitted her Report on the Secretarial Audit conducted by her which is annexed herewith
as Annexure C.
There are no qualifications, reservations, or adverse remarks in her Report.
18. Corporate Governance and General Shareholder Information
Your Company is committed towards maintaining high standards of Governance. The Report
on Corporate Governance as stipulated under Schedule V of the Listing Regulations, General
Shareholder Information together with a Corporate Governance Compliance Certificate from
Mr. K. Rajshekar, Company Secretary in Practice (CP No.2468) confirming compliance, forms
an integral 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 stipulated
under Schedule V of the Listing Regulations, is forming part of this Report.
20. Business Responsibility and Sustainability Report
Your Company has embedded in its core business philosophy, the vision of societal
welfare and environmental protection.
As per Regulation 34(2)(f) of the Listing Regulations, BRSR forms an integral part of
this Report which is annexed herewith as Annexure E and also available on the Company's
website www.sasken.com/investors.
21. Related Party Transactions
All related party transactions that were entered into during the financial year were on
an arm's length basis and in the ordinary course of business. During the year under
review, your Company had not entered into any material related party transactions, i.e.
transactions exceeding Rs.1,000 crores or 10% of the annual consolidated turnover as per
the last audited financial statements, whichever is lower.
None of the Directors has any pecuniary relationship or transactions with the Company.
Your Company has in place a Related Party Transactions Policy for the purpose of
identification and monitoring of such transactions. This policy has been approved by the
Board and is available on the Company's website www.sasken.com/investors.
Since there have been no materially significant contracts/arrangements/transactions
with related parties, disclosure under Form No. AOC-2 is not applicable.
22. 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 under review.
23. Patents
As in previous years, we continue to march down the path of being a Company that values
the creation and protection of intellectual property. In the current financial year, your
Company has filed/obtained three patents. Among the patents granted are 'Low-cost unique
identification generation using a combination of patterns and unique code images'. This
patent proposes cost-effective means of distinguishing between genuine and counterfeit
objects. Your Company has been granted a patent for "Method for Ensuring Security of
an Internet of Things (loT) Network". This patent addresses the need to secure a vast
number of devices that are a part of the IoT and have limited computing and storage
resources. Finally, we have a patent pending for "System and Method for Secure
Connection of Headless Bluetooth Device". This filing addresses the need for a secure
connection between two headless devices that have no display, input, and out-of-band
mechanisms for secure pairing.
As of date, a total of 71 patents have been granted to your Company from both Indian
and US Patent Offices.
24. Quality Certifications ISO 14001:2015
Your Company is certified for ISO 14001:2015 (Environment Management System Standard).
Your Company is committed to contribute towards environment management and being a
responsible corporate member of the communities in which it operates. This reaffirms your
Company as a responsible corporate citizen.
ISO/IEC 27001:2013
Your Company is certified for ISO/IEC 27001:2013 (Information Security Management
System Standard). This is important for assuring our stakeholders (like Customers,
Partners, Vendors, Investors, and Employees) of our commitment to protecting their
Information Security and Data Privacy including Intellectual Properties (IPs), as well as
sensitizing all employees about the importance of confidentiality, integrity, availability
of classified information and privacy of our stakeholders.
ISO/IEC 27701:2019
Your Company is certified for ISO/IEC 27701:2019 (Privacy Information Management System
Standard). This is important for assuring our stakeholders (like Customers, Partners,
Vendors, Investors, and Employees) of our commitment to protecting their Personally
Identifiable Information (PII) within the organization, as well as sensitizing all
employees about the importance of data privacy.
ISO 9001:2015
Your Company is certified for ISO 9001:2015 (Quality Management System (QMS) Standard).
It helps us to establish a process framework in the organization based on Plan - Do -
Check - Act lifecycle and provides guidance on the implementation of checks and measures
to help promise quality in all our deliverables to customers (new and existing), vendors,
shareholders, and interested parties including regulatory bodies across various
geographies in which we operate. It also helps meet statutory, regulatory, and compliance
requirements applicable to Sasken and its affiliate companies.
CMMI - Dev - V2.0 - ML3
On delivery excellence, your Company leverages industry best practices and standards to
establish and continuously improve delivery systems and processes. Your Company has
established a delivery platform called Sasken Delivery Platform (SDP). SDP is an
Engineering Delivery workbench (with support for various lifecycle stages) and an
Integrated Project Management platform. Your Company's QMS has been assessed at Maturity
Level 3 of the CMMI - Dev - V2.0 framework.
Sasken's processes are also compliant with the requirements of technology vertical
specific standards like TL9000 R5.5/5.0, Automotive SPICE v2.5, and Automotive Functional
Safety - ISO 26262. Sasken's QMS and practices are compliant with Global Data Privacy
Regulations* like EU-GDPR, UK-GDPR, US Privacy Act (including CCPA), and Personal Data
Protection Bill (PDPB).
* EU-GDPR - European Union - Global Data Protection Regulation; UK - GDPR - United
Kingdom - Global Data Protection Regulation; CCPA - California Consumer Privacy Act;
Section 43A of IT Act 2000 for Data Privacy for India region, and Japan APPI.
25. Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared in accordance with
relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of
India forming part of this Report.
26. Annual Return
The Annual Return of the Company is available on the website of the Company
www.sasken.com/investors.
27. Particulars of Employees
The information required pursuant to Section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith as Annexure F.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the aforesaid Rules, is provided in a separate annexure forming part of
this Report. Further, the Report and the accounts are being sent to the Shareholders
excluding the said annexure. In terms of Section 136 of the Act, the said annexure is open
for inspection and any Shareholder interested in obtaining a copy of the same may write to
the Company Secretary.
28. Acknowledgement
Your Directors thank various Regulatory Authorities, Organizations and Agencies for the
continued help and co-operation. The Directors also gratefully acknowledge support of all
stakeholders of the Company viz. customers, shareholders, dealers, vendors, banks, and
other business partners. The Directors appreciate and value the contribution made by every
employee of the Company.
|
For and on behalf of the Board of Directors |
Bengaluru |
Rajiv C. Mody |
May 2, 2023 |
Chairman & Managing Director |