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equity
Sasken Technologies Ltd.
Industry : IT - Software
 
House : Private
 
 
Last Price (Rs.) 1503.70
 
Prev.Close (Rs.) 1526.85
 
Net Change (Rs.) -23.15
High (Rs.) 1535.90
 
Low (Rs.) 1502.00
 
TTM PE (x) 22.31
52-Week-High (Rs.) 1826.00
 
52-Week-Low (Rs.) 815.90
 
Dividend Yield (%) 1.66
* BSE PRICES
Year End:  March 2016

BOARD'S REPORT

TO

THE MEMBERS,

Your Directors have pleasure in presenting the Report on the business and operations of the Company along with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2016.

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 the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

3. DIVIDEND:

During the year, your Company paid two interim dividends of (a) Rs.3 per equity share in October 2015; and (b) Rs.4 per equity share and also special dividend of Rs.25 per equity share in March 2016. The total dividend paid for the year ended March 31, 2016 thus amounted to Rs.32 per equity share of Rs.10 each.

4. BUY-BACK OF SHARES

In terms of decision of the Board of Directors (Board) dated April 23, 2015 and in accordance with the provisions of Companies Act, 2013 (the Act) and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 and with the approval of shareholders by Postal Ballot on June 25, 2015, the Company had offered to buy-back 41,57,000 fully paid up equity shares of Rs.10 each, at a price of Rs.260 per share for an aggregate amount of up to Rs.10,808.20 lakhs from the existing shareholders of the Company under Tender Offer mechanism. The offer size was 19.48% of the aggregate paid up capital and free reserves of the Company as at March 31, 2015. The offer was kept open from August 10, 2015 to August 24, 2015. Your Company has bought back 36,56,560 equity shares representing 87.96% of the issue size and extinguished all the shares bought under buy-back on September 4, 2015.

5. SCHEME OF AMALGAMATION

The Board at its meeting held on September 14, 2015 decided to amalgamate Sasken Network Engineering Limited (SNEL), the wholly owned subsidiary with your Company. The appointed date for the proposed scheme is April 1, 2015. An application was made to the Stock Exchanges on September 28, 2015 in accordance with Clause 24(f) of the Listing Agreement seeking their in-principle approval. The Stock Exchanges have provided their in-principle approval to the Scheme on December 8, 2015. SNEL has received the consent of its creditors and shareholders and has since made an application to the Hon'ble High Court of Karnataka for their approval of the Scheme.

6. BUSINESS OUTLOOK, ECONOMIC & REGULATORY SCENARIO AND OPPORTUNITIES

Sasken operates in a market that has witnessed several discontinuities due to rapid changes in underlying technologies. Additionally, the hypercompetitive nature of markets has resulted in consolidation as some traditional players have been marginalized and / or acquired, and newer ones have emerged. However, there are strong indicators that augur well for the growth in demand for Engineering R&D (ER&D) & Digital IT service providers. There is a significant growth potential, especially in areas such as Automotive & Consumer Electronics, Semiconductors, and Telecommunications. Data Analytics services are much in demand, especially in the retail and insurance industries.

We have identified key sectors that offer growth opportunities for us in ER&D services and have sharpened our focus on them. In similar vein, we believe that there is a significant upside for Digital IT services from several sectors. We have designed a five year opportunity prioritization model and roadmap after evaluating the market attractiveness and our capability to achieve the desired velocity and growth in the ER&D and Digital IT market spaces. Our two and a half decade long experience and expertise as a leader in providing product engineering services will enable us to offer a differentiated and unique value proposition.

Overall, we believe that your company is well positioned to achieve significant revenue growth based on the portfolio of service offerings we have in ER&D & Digital IT. Additionally, we continue to incubate the creation of solutions for emerging areas such as cyber security, healthcare analytics, and surveillance, platform and software services. Our objective is to build a predictable and sustainable revenue stream by investing in the creation of a targeted service portfolio that has a healthy potential to garner repeat business. Our emphasis will be on addressing opportunities that have potentially longer product life cycles and maintenance horizons. We are also investing in establishing partnerships to forge an eco-system that can both tap and sell with models to expand our market reach. We will continue to pro-actively offer customers the option of engaging with us using new business models especially ones that result in a win-win for both parties.

The outsourced ER&D services market continues to present a growth opportunity on account of two key reasons. First, increased spends in R&D and outsourcing and second, the key sectors where Sasken currently leads, Semiconductor & Automotive electronics are expected to drive a significant portion of this growth. Our growth strategy is to expand our presence in the Semiconductor sector which offers significant headroom for growth. We have a blueprint for expanding our footprint in this area through systematic account expansion and acquisition.

The scope and scale of offerings will expand beyond modem connectivity and include new areas. Our expanded portfolio of offerings will address the growing market for applications such as low power chips, automotive electronics, and wireless connectivity. We continue to invest in 4G technologies such as Long Term Evolution (LTE) and have commenced pilot projects to build our knowledge base and solution portfolio in 5G that will give us an early mover advantage. While industry consolidation may continue to happen over a five year horizon, we believe that having a strong portfolio of service offerings and clients in the vertical allows for a hedge against this and a more robust mechanism to ride the increase in R&D spending cycle we are currently in.

In the automotive electronics area, we have emerged as leaders in In-Vehicle Infotainment (IVI) and connectivity. We are making a concerted push by targeting newer areas including telematics and Advanced Driver Assistance Systems (ADAS). Our longstanding relationships with OEMs, Tier-1 suppliers, and leading Semiconductor platform providers makes us an attractive go-to partner for creating new products on both traditional and open source platforms. We have longstanding relationships with key players in the telecommunication and consumer electronic segment. In both these segments, we have a stable base of customers and comprehensive offering portfolio. We will continue to defend our position in these verticals and are confident of sustaining or posting a moderate growth in the coming years.

Other adjacent spaces in the devices market have proven to be attractive, especially rugged devices, satellite terminals and public safety. In these areas, there is a concerted effort to move from legacy platforms to those used by smart devices manufacturers. In the preceding two years, we have made considerable inroads and are engaged with the world leaders in this segment. We provide them an array of product engineering services spanning development, enhancements, derivative creation and testing. We believe that all these adjacent spaces will offer a tremendous upside for growth in the coming years.

Another area that holds potential is Industrial Workforce & Machine Mobility (IWMM). Enterprises are increasingly providing mobile technology solutions for enhancing the productivity & safety of their workforce. In warehouses, industrial plants, field environments there is an increasing trend to provide mobile computing devices to all people deployed in such locations.

Consumers continue to adopt and enjoy the benefits of digitization and convenience of platforms. This has bridged the gap between the physical and digital world. Today, platforms have changed the way we communicate and conduct business. In such a dynamic environment, it becomes imperative to seamlessly bring together product engineering and digital IT to stay relevant and profitable.

In the Digital IT space, we have identified four sectors that have the potential to provide high growth opportunities and are complementary to some of the markets we already address. Automotive, Industrial, Retail and Insurance sectors have among the highest adoption rates of both digital and mobile technologies. The adoption of technologies including Social Mobile Analytics and Cloud (SMAC), is now equally visible in both traditional and new age companies. Wireless technologies such as Radio Frequency Identification (RFID), Near Field Communication (NFC), wireless beacons have fundamentally changed the way enterprise engages with consumers. These innovative technologies can work on creating better customer engagement and loyalty during all the stages of a typical buying process. First, to understand a customer pre-purchase, secondly using this data to simplify the buying process and finally to engage with the customer post-purchase to build brand loyalty.

In the automotive arena, the use of On Board Devices (OBD) and connectivity have opened up possibilities for OEMs to enhance customer connect and offer vertical-specific solutions such as asset/fleet tracking. We are positioned uniquely to leverage opportunities in such interstices as they require capabilities in both ER&D and Digital IT. As data-driven decision making continues to be sought after, our ability to offer services that span data acquisition to cloud-based data infrastructure and advanced analytics will see a considerable uptick. Some of these applications include In-store analytics from video-feed and other sensors transported over wireless technologies to provide end-to-end analytical solutions.

For a more detailed discussion of our areas of business, please refer to the Technology and Markets section. SASKEN ANNUAL REPORT 2015-2016

Litigation

During March 2015, a Non-Indian Licensee initiated another arbitration proceeding against your Company for determining among other things, amounts payable to Sasken for use of the jointly developed IPR and Sasken's proprietary background IPR. Your Company had reached a settlement with the said Non-Indian Licensee in connection with the unauthorized use of Sasken's Protocol Stack IP by them. This settlement brought to an end, the ongoing arbitration and terminated all ongoing obligations of the parties under the relevant agreements. Towards this end, your Company has received a sum of USD 45 million in March 2016.

7. SHARE CAPITAL

During the year, your Company issued and allotted 31,500 equity shares to eligible employees on exercise of options granted under Employee Stock Option Plan - 2006 and bought back 36,56,560 equity shares under Tender Offer mechanism. Consequently, the issued, subscribed and paid-up capital of the Company decreased from 2,13,44,873 as on April 1, 2015 equity shares to 1,77,19,813 equity shares of Rs.10 each as at March 31, 2016.

7.1. Employees Stock Option Plan (ESOP) - 2006

The Company's ESOP continues with the philosophy of encouraging senior leaders in the Company to be partners in the growth of the organization.

As on March 31, 2016, there were no options pending exercise with employees. There are 16,81,200 unissued options as on March 31,

2016.

The details required under SEBI (Share Based Employee Benefits) Regulations, 2014, as on March 31, 2016, is annexed herewith as "Annexure A".

8. 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.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

10. 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 B".

11. RISK MANAGEMENT POLICY, INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Pursuant to the requirement of Section 134 of the Act and Clause 49 of the erstwhile Listing Agreement, your Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are also discussed at the meetings of the Audit Committee and the Board of the Company.

During the year, your Company appointed a globally known firm to evaluate the internal financial controls in the system. The said firm apprised the Audit Committee about the adequacy and effectiveness of the internal controls.

The key business risks identified by the Company and its mitigation plans are detailed in the Management Discussion and Analysis Report.

12. CORPORATE SOCIAL RESPONSIBILITY

Your Company has constituted 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, is annexed herewith as "Annexure C".

We take pride in being an organization that has believed and put in place a number of initiatives towards CSR. As guided by our CSR Committee, we continue to assist Self Employed Women's Association (SEWA) to implement a mobile automated transaction platform called mBachat, for microfinance activities under their district associations.

SEWA is an organization in Ahmadabad that supports self-employed women workers to obtain work security, income security, food security and social security. For self-employed rural women engaged in the unorganized sector, various District Associations in the State of Gujarat, owned and managed by SEWA members, provide suitable financial services for socio-economic empowerment and self-development.

In addition, employees made a significant contribution to the Prime Minister's National Relief Fund in aid of the victims of the earthquake that affected people in Nepal and certain parts of India as well as to the Chief Minister's Relief Fund for victims of the Chennai floods. In both cases, the Company matched/exceeded the contribution made by the employees.

Your Company had allocated Rs.238.80 lakhs towards CSR for the year 2015-16 and spent Rs.120 lakhs, thus utilized 50.25% of the amount.

During the year, a number of events were held periodically to encourage donation in cash and kind to reputed agencies who were in our campus as part of our Joy of Giving month. Other campaigns were conducted to encourage Blood Donation Camps, Bone Marrow

Awareness and Donation Drives, Road Safety Awareness, etc. Your Company also contributed to a Research Project as well as to the local welfare association. As these expenditures were not part of the items detailed in the CSR Policy, your Company has not recognized the same in its reporting.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

14. DIRECTORS

All 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 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Mr. Kiran S. Karnik, an Independent Director, resigned from the Board on August 24, 2015 and your Company places on record its appreciation for the valuable services and guidance rendered by him as an Independent Director of the Company during his tenure.

Mr. Sunirmal Talukdar was co-opted as an Additional Director on February 16, 2016 and holds office up to the date of the forthcoming Annual General Meeting. A proposal for his appointment as a Director is being placed before the shareholders for approval.

In accordance with the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Ms. Neeta S. Revankar and Mr. Pranabh D. Mody retire by rotation and are eligible for re-appointment.

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 the Committees.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a) Attendance of Board and other Committee Meetings of the Board.

b) Quality of contribution to Board deliberations.

c) Strategic perspectives or inputs regarding future growth of the Company and its performance.

d) Providing perspectives and feedback going beyond information provided by the management.

e) Commitment to shareholder and other stakeholder interests.

14.2. Board independence

Our definition of 'Independence' of Directors is derived from Regulation 16 of the Listing Regulations and Section 149(6) of the Act. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Directors are Independent:

a) Dr. Ashok Jhunjhunwala

b) Mr. Bansi S. Mehta

c) Mr. Bharat V. Patel

d) Prof. J. Ramachandran

e) Mr. Sanjay M. Shah

f) Mr. Sunirmal Talukdar

14.3. Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act. The Remuneration Policy and the composition of the said 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 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 Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company's website (www.sasken.com/investors). The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

15. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Act that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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, 2016 and of the profit of the Company for the year ended March 31, 2016;

c) 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;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls to be followed by the Company were in place and that such internal financial controls were adequate and were operating effectively with no material defects; and

f) systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. SUBSIDIARY COMPANIES & JOINT VENTURES

The Company has one wholly owned subsidiary in India and four wholly owned subsidiaries overseas and one Joint Venture viz. ConnectM Technology Solutions Pvt. Ltd.

There has been no change in the nature of business of the subsidiaries or the joint venture, during the year under review. In accordance with Section 129(3) of the Act, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies and joint venture, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies and joint venture is also included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company (www.sasken.com/investors). Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies and joint venture have also been placed on the website of the Company (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.

The Audit Committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company.

The Company does not have any material unlisted Indian subsidiary companies. The Company has a policy for determining 'material subsidiaries' which is disclosed on its website.

Sasken Network Engineering Limited has filed an application with the Hon'ble High Court of Karnataka for amalgamating with the Company.

17. AUDITORS

17.1. Statutory Auditors and Statutory Audit Report

The Company's Auditors, M/s. S.R. Batliboi & Associates, LLP, were appointed at the last Annual General Meeting to hold office until the conclusion of the forthcoming Annual General Meeting in the casual vacancy caused by the resignation of M/s. S.R. Batliboi & Co. LLP. They have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder for appointment as Statutory Auditors of the Company. As required under Regulation 33 of the Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. As required under Section 139 of the Act, a resolution is being placed before the shareholders at the forthcoming Annual General Meeting for their re-appointment.

There are no qualifications, reservations or adverse remarks or disclaimers 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. K. Rajshekar, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Practicing Company Secretary has submitted his report which is annexed herewith as "Annexure D".

In the said Report he has made certain observations. Whilst your Company being compliant, has made certain inadvertent, insignificant delays. We will strive to comply with the regulatory requirements within the stipulated time and such delays will not be repeated going forward.

18. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintaining high standards of Governance. The Report on Corporate Governance as stipulated under Schedule V of the Listing Regulations, Shareholders Information together with a Corporate Governance Compliance Certificate from Ms. Aarthi G. Krishna, Practicing Company Secretary confirming compliance, forms an integral part of this Report which is annexed herewith as "Annexure E".

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 given separately forming part of this Annual Report.

20. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. None of the Directors has any pecuniary relationships or transactions with the Company.

The 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 website of the Company (www.sasken.com/investors).

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC- 2, of the rules prescribed under Chapter IX relating to Accounts of Companies under the Act, is annexed herewith as "Annexure F".

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 under review.

22. AWARDS

Zinnov, a reputed and independent advisory and consulting firm, has rated Sasken as an established and niche player in their Global Service Providers Ratings - 2015 for Engineering R&D Services. In segment wise rankings, Sasken has been rated in the Leadership Zone for Semiconductors and Telecommunications, Execution Zone in Automotive and Consumer Electronics, and Breakout Zone in Enterprise and Consumer Software and industrial automation. This validates the uniqueness and breadth of our services portfolio in both Product Engineering and Digital IT.

Your Company's Annual Report 2014-15 received the Gold award from the League of American Communication Professionals. The Report made it to the Top 100 reports among more than 1,500 reports worldwide for its superb narrative and outstanding creative presentation of its theme 'Bringing Joy to Lives'.

Sasken's mobile app for sports professionals, focused on the wearables market, made it to the Final 16 from over 1,000 applicants for the 'Most Innovative Pitch' at the prestigious 3rd Edition of Google Launchpad. Subsequently, the SlamdunQ cricket application won the award for the 'Most Innovative Mobile Application' at the Google For Mobile Conference held in September 2015.

In December 2015, Sasken received the Saint-Gobain and The Economic Times Smart Green award for its Solar DC power solution. The Solar DC technology, which is a first-of-its-kind in Bengaluru and adopted in our Corporate Office, generates power in DC form. The power is fed to a Green Office and Apartment (GOA) controller unit with an output of 48 volts DC and in turn powers all LED tube lights of 18 watts capacity. The GOA unit provides DC electricity connecting only DC-run appliances such as tube lights, bulbs and brushless DC fans. Unlike Solar AC technology, the losses are minimized in DC technology thus, savings can be up to 45 percent in a payback period of 3 years.

24. QUALITY CERTIFICATIONS

ISO 14001:2004

Sasken is certified for ISO 14001:2004 [Environment Management System Standard]. Sasken is committed to contribute towards environment management, being a responsible corporate member of the communities in which it operates. This reaffirms our Company as a responsible corporate citizen.

ISO/IEC 27001:2013

Sasken 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 in protecting their information assets and Intellectual Properties (IPs), as well as sensitizing all employees about importance of confidentiality, integrity and availability of information assets of our stakeholders.

ISO 9001:2008

Sasken is certified for ISO 9001:2008 Quality Management System (QMS) requirements. It helps us to deliver quality deliverables to our customers with schedule and cost predictability through established organization systems and processes.

CMMI-Dev-V1.3-ML3

On delivery excellence, Sasken leverages industry best practices and standards to establish and continuously improve delivery systems and processes. Sasken has established a delivery platform called Sasken Delivery Platform (SDP). SDP is an integrated project management platform for project managers, team members and other stakeholders. Sasken's QMS has been formally assessed at Maturity Level 3 of the CMMI-Dev-V1.3. Our processes are also compliant to requirements of technology vertical specific standards like TL9000 R5.5/5.0.

25. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India form part of this Annual Report.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure G".

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 H1".

A statement containing name of employees employed throughout the financial year and in receipt of remuneration of Rs.60 lakhs or more, or if employed for part of the year and in receipt of Rs.5 lakhs or more per month, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ''Annexure H2".

28. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Bengaluru Rajiv C. Mody

Chairman & Managing Director

Date : April 22, 2016