Sasken Technol. Director Discussions


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 Companys 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 Companys 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 Companys 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 womens 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys website www.sasken.com/investors.

21. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arms 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 Companys 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 Companys QMS has been assessed at Maturity Level 3 of the CMMI - Dev - V2.0 framework.

Saskens 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. Saskens 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