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Notes to Accounts of Sasken Technologies Ltd.

Mar 31, 2022

6(A) TACO Sasken Automotive Electronics Limited ("TSAE") (formerly known as TACO Sasken Automotive Electronics Private Limited)

The Company has a 50% interest in a joint venture company, TACO Sasken Automotive Electronics Limited (formerly known as TACO Sasken Automotive Electronics Private Limited) ("TSAE") in Pune. The shareholders of TSAE have resolved that the company be wound up voluntarily. Requisite documents have been filed with the Registrar of Companies. Considering the closure of operations of TSAE, the Company does not expect any dividend on liquidation and hence a provision for diminution in the value of investments in TSAE amounting to '' 767.84 lakhs (March 31, 2021: '' 767.84 lakhs) has been recorded to the extent of 100% of the carrying value of the investment. During the current year, the Company has sold it''s stake to Sasken Employees Welfare Trust (Controlled Trust) for an amount of '' 1.99 lakhs. The proceeds realised in excess of the carrying value of the investment has been considered as reversal of impairment provision created earlier which is presented in ''''other expenses'''' (Refer note 24).

Rights, preferences and restrictions attached to equity shares:

The Company has only one class of equity shares having a par value of '' 10 per share. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The holders of equity shares are entitled to receive dividend as declared from time to time. The final dividend if any proposed by the Board of Directors is subject to shareholders'' approval at the ensuing Annual General Meeting. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

(e) There are no bonus shares issued during the period of five years immediately preceding the Balance Sheet date.

(f) The Company had issued in the past 32,244 stock options, out of which 18,539 options have lapsed due to resignation, even before the vesting of it and 13,705 options were lapsed due to vesting conditions were not met as on March 31, 2022. (March 31, 2021: 32,244). During the period of five years immediately preceding the reporting date on exercise of stock options granted under the Sasken Employees'' Share Based Incentive Plan 2016 (Plan), wherein part consideration was received in the form of employee services.

(g) The Board in their meeting held on October 21, 2021 declared an interim dividend of '' 12 per share for the year 2021-22 (March 31, 2021: '' 25 per share).

(h) The Board in its meeting held on April 21, 2022 has proposed '' 13 per share as the final dividend for the year 2021-22. The payment is subject to shareholders'' approval in the ensuing Annual General Meeting. The total dividend for the year would be '' 25 per share (including interim dividend of '' 12 per share).

(i) Employee Stock Compensation

The Sasken Employees'' Share Based Incentive Plan 2016 (Plan) was duly approved and instituted in December, 2016. The Plan authorizes the Board of Directors of the Company to offer share based incentive to eligible employees of the Company and its subsidiaries. The maximum number of shares approved under the Plan were 8,85,900 equity shares. The Plan is administered by the Sasken Employees Welfare Trust and / or Board including its Committees thereof.

The Company recognizes compensation expense relating to share-based payments in net profit using fair-value in accordance with Ind AS 102 Share-Based Payment. The estimated fair value of awards is charged to income on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was in-substance, multiple awards with a corresponding increase to share options outstanding account.

During the year ended March 31, 2022, all stock options were lapsed due to non-meeting of vesting conditions and the entire cost of '' (44.65) lakhs related to the options has been reversed during the year.

The Company has used the Black-Scholes Option Pricing Model to determine the fair value of the stock options based on which the compensation cost for the current year has been computed.

The 2016 Plan is in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

(j) Restricted Stock Units (RSUs):

Nomination and Remuneration Committee of the Board has on January 13, 2022 accorded its approval for grant of upto 1,20,000 RSUs at an exercise price of '' 10 per RSU i.e. at par value of equity shares of the Company in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable regulations and Sasken Employees'' Share Based Incentive Plan 2016.

The above grants have been made to identified employees of the Company on January 13, 2022 and these shall vest as per the vesting schedule of 2 years as approved by the Nomination and Remuneration Committee and can be exercised over the exercise period of 3 years as approved by them.

During the year ended March 31, 2022, 85,270 RSUs were granted and 1,680 RSUs were lapsed due to non-meeting of vesting conditions and the related compensation cost of '' 123.18 lakhs charged to the income statement for the year.

The Company has used the Black-Scholes Option Pricing Model to determine the fair value of the RSUs based on which the compensation cost for the current year has been computed.

*The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers ''the Entrepreneurs Memorandum Number'' as allocated after filing of the Memorandum in accordance with the ''Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises has been made in the financial statements based on information received and available with the Company.

** This includes amount payable to Sasken Communication Technologies (Shanghai) Co. Ltd., a wholly owned subsidiary, which was liquidated in the current year after obtaining necessary approvals from the Chinese authorities, however the said amounts are yet to be settled in books due to pending clearances from Indian regulatory authorities. (Refer note 29).

Deferred taxes on unrealized foreign exchange gain / loss relating to cash flow hedges and actuarial gains / losses on defined benefit plans are recognized in other comprehensive income and presented within equity. Other than these, the change in deferred tax assets and liabilities is recorded in the Statement of Profit and Loss.

I n assessing the realizability of deferred tax assets, the Company considers the extent to which it is probable that the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carryforwards become deductible. The Company considers the expected reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on this, Company believes that it is probable that the Company will realize the benefits of these deductible differences. The amount of deferred tax asset considered realizable, however, could be reduced in the near term if the estimates of future taxable income during the carry-forward period are reduced.

The Company has provided for Income Taxes at the rates proposed in the Taxation Law (Amendment) Act, 2019, for the year ended March 31, 2022 based on the current estimates, subject to the final decision which the Company has to take before filing the Return of Income.

26. Earnings per share (EPS)

Basic EPS is calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year. Diluted EPS is calculated by dividing the profit attributable to equity holders of the Company and weighted average number of equity shares outstanding, after adjustment for the effects of all dilutive potential equity shares.

Nature of CSR activities: Women empowerment, protection of art and culture, COVID support.

Details of Related Party Transaction:

Transfer to Sasken Foundation (CSR Trust - Controlled Trust): Nil during the year ('' 95.50 lakhs in FY 2020-21).

28. Segments and disaggregated revenue information

(a) Segmental information:

The Chairman and Managing Director of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, "Operating Segments." The Company operates in one segment only i.e. "Software Services". The CODM evaluates performance of the Company based on revenue and operating income from "Software Segment". Accordingly, segment information has not been separately disclosed. The Company earns revenues from customers located across different geographies, the revenues based on domicile of the customer are disclosed in Note (c) below. Assets and liabilities used in the Company''s business are not identified to any of the geographies, as these are used interchangeably between geographies. The management believes that it is currently not practicable to provide disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.

2 of our customer group individually accounted for more than 10% of the revenues for the year ended March 31, 2022 (March 31, 2021 : 1).

Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws, etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is '' 3,861.98 lakhs ('' 5,963.79 lakhs FY 2021) out of which 100% is expected to be recognized as revenue in the next year. No consideration from contracts with customers is excluded from the amount mentioned above.

30. Employee benefitsDefined contribution plan:

Pension Fund and Superannuation

The Company makes contributions to the Government administered pension fund, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident fund, which is a defined contribution plan. Further, the Company also contributes to a superannuation scheme, maintained by an insurance company. To the extent of such contributions, the Company has no obligation other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contributions for the year ended March 31, 2022 '' 151.57 lakhs (for year ended March 31, 2021''170.05 lakhs).

Defined benefit plan:(a) Provident Fund

The Company also makes contributions to the approved Provident Fund Trust (SAS Employees Provident Fund Trust) managed by the Company, in respect of qualifying employees towards Provident fund, which is a defined benefit plan. The contributions made to the Trust managed by the Company is accounted for as a defined benefit plan as the Company is liable for any shortfall in the Trust''s assets based on the Government specified rate of return.

The amount recognized as an expense towards contribution to this plan for the year ended March 31, 2022 aggregated to '' 615.22 lakhs (March 31, 2021''600.15 lakhs), the Company has recognized '' Nil and '' 241.32 lakhs towards the short fall of provident fund in other comprehensive income for the year ended March 31, 2022 and March 31, 2021 respectively.

(b) Gratuity

The Company operates a post employment benefit plan that provides for gratuity benefit to the employees of the Company. The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half month''s salary for each year of completed service at the time of retirement/exit. Further, in case of the branch in Germany, pension contributions are also made as per the local laws and regulations. The Company provides for these pension benefits, a defined benefit plan, covering all eligible employees.

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations. The expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. The estimates of future salary escalations considered takes into account the inflation, seniority, promotion and other relevant factors. Attrition rate considered is the management''s estimate, based on previous years'' employee turnover of the Company.

As at March 31, 2022 and March 31, 2021, plan assets were primarily invested in insurer managed funds.

The discount rate is based on the prevailing market yields of government securities for the estimated term of the obligations. The expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

31. Financial instruments - fair values and risk management Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because the cost represents estimate of fair value.

The carrying amount of cash and bank balances, investment carried at amortised cost, trade receivables, security deposits, receivable from subsidiaries, accrued interest, other advances, trade payables, employee related payables, unpaid dividends are considered to be the same as their fair values, since they are short-term in nature. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including own and counterparty credit risk. The carrying amount of Non-convertible debentures, Tata Capital preference shares and tax free bonds represents the fair value of the investments.

The carrying amount of cash and bank balances, trade receivables, investment carried at amortised cost, security deposits, receivable from subsidiaries, accrued interest, other advances, trade payables, employee related payables, unpaid dividends are considered to be the same as their fair values, since they are short-term in nature. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including own and counterparty credit risk. The carrying amount of Non-convertible debentures and tax free bonds represents the fair value of the investments.

Derivative instruments (assets and liabilities): The Company enters into derivative financial instruments with banks with investment grade credit ratings. Derivatives valued using valuation techniques with market observable inputs are foreign exchange forward contracts and foreign exchange option contracts. The most frequently applied valuation techniques include forward pricing and Black Scholes models (for option valuation), using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, and forward rate curves of the underlying. As at March 31, 2022, the changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognized at fair value.

i. Risk management framework

The Company''s principal financial liabilities comprise trade payables, other payables and unpaid dividend. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include trade receivables, cash and cash equivalents and unbilled receivables that derive directly from its operations.

The Company''s activities expose it to a variety of financial risks, market risk, credit risk and liquidity risk. The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk for the Company pertains to investing activities. The Company''s exposure to credit risk is influenced mainly by the individual characteristic of customers and counterparties to derivative instruments such as banks.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investments in debt securities.

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to '' 7,076.55 lakhs and '' 5,916.11 lakhs as of March 31, 2022 and March 31, 2021, respectively and unbilled receivables amounting to '' 1,466.21 lakhs and '' 1,331.90 lakhs as of March 31, 2022 and March 31, 2021, respectively. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the company grants credit terms in the normal course of business. As per Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled receivables.

Trade receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. The Company establishes an allowance for impairment that best represents its estimate of expected losses in respect of trade receivables. The Company has established a credit policy under which each new customer is analyzed individually for credit worthiness before the standard payment and delivery terms and conditions are offered. The balance outstanding of trade receivable is less than 90 days.

Cash and bank balances

The Company held cash and bank balances of '' 1,220.21 lakhs at March 31, 2022 (March 31, 2021: '' 3,694.60 lakhs). Derivatives

The derivatives are entered with banks being counterparty.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulties in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding bank borrowings. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

iv. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to the market value of its investments. Thus, the exposure to market risk is primarily related to investing activities. The objective of market risk management is to diversify our portfolio according to nature of investments to mitigate risks.

Sensitivity Analysis

A reasonably possible strengthening / (weakening) of the INR, US Dollar, Euro and all other currencies as at March 31, 2022 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in a particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

Hedge accounting

The Company enters into foreign exchange forward contracts and option contracts to hedge its revenue including its future receivables. As per the current policy of the Company, it takes foreign exchange forward contracts for currencies primarily denominated in the US Dollar and Euro. The Company currently does not have a foreign currency hedge in respect of its investments in subsidiaries outside India.

The related hedge transactions for balance is cash flow hedging reserves as of March 31, 2022 are expected to occur and be re-classified to the Statement of Profit and Loss over a period of 1 year.

As of March 31, 2022 and March 31, 2021, there were no significant gains or losses on derivative transactions or portions thereof that have become ineffective as hedges, or associated with an underlying exposure that did not occur.

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to equity shareholders.

The Company monitors capital using a ratio of ''adjusted net debt'' to ''adjusted equity''. For this purpose, adjusted net debt is defined as total liabilities less cash and cash equivalents. Adjusted equity comprises all components of equity, other than amounts accumulated in the hedging reserve.

*The Company is contesting the demands and based on expert advice, the management believes that its position will likely be upheld in the various appellate authorities/courts. The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company''s Management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company''s results of operations or financial condition.

The Company has been sanctioned a non-fund-based credit facility of '' 35 crores by Union Bank of India and '' 5 crores (without any charge created in their favour) by Citibank NA. As at the reporting date, Company is in process of renewal of the facility with Union Bank of India. Of the credit facilities, the Company has utilized '' 5.85 Lakhs with Union Bank of India on reporting date for the purpose of issuance of Bank Guarantees. The Company is required to submit periodic statement of stock and book debt whenever there is availment of LC limits and since no LC limits have been availed there have been no submission of periodic statement of stock and book debt.

34. Dues to micro, small and medium enterprises

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the ''Micro, Small and Medium Enterprises Development Act, 2006 (''the MSMED Act''). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2022 has been made in the standalone financial statements based on information received and available with the Company. Further in the view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance sheet date.

(a) does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(b) does not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 (Act) or Section 560 of Companies Act, 1956.

(c) has complied with the number of layers prescribed under clause (87) of Section 2 of the Act read with the Companies (Restriction on number of layers) Rules, 2017.

(d) does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(e) has not traded or invested in crypto currency or virtual currency during the financial year.


Mar 31, 2019

1. Company overview

Sasken Technologies Limited (“Sasken” or “the Company”) is a specialist in Product Engineering and Digital Transformation providing concept- to- market, chip- to- cognition R&D services to global leaders in Semiconductor, Automotive, Industrials, Smart Devices & Wearables, Enterprise Grade Devices, SatCom, and Transportation industries. For over 30 years and with multiple patents, Sasken has transformed the businesses of over a 100 Fortune 500 companies, powering over a billion devices through its services and IP,

Established in 1989, Sasken employs around 2000 people, operating from state- of- the- art centers in Bengaluru, Pune, Chennai and Hyderabad (India), Detroit (USA), Kaustinen and Tampere (Finland), and Beijing, Shanghai (China). Sasken also has its presence across Germany, Japan, UK, and USA. Sasken has been listed in the National Stock Exchange of India Ltd., and BSE Ltd., since its initial public offering in 2005.

On December 23, 2016, the shareholders had approved changing the name of the Company to “Sasken Technologies Limited” and the change was made effective February 14, 2017, on receipt of necessary approvals.

2. Basis of preparation

A. Basis of preparation

These standalone financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, (the ‘Act’) read with the Companies (Indian Accounting Standards) Rules as amended from time to time and other relevant provisions of the Act

Accounting policies have been applied consistently to all periods presented in these financial statements, except for the adoption of new accounting standards and amendments to the existing accounting standards, effective as of April 1, 2018, as disclosed in note 3.

The financial statements correspond to the classification provisions contained in Ind AS 1,”Presentation of Financial Statements”. For clarity, various items are aggregated in the Statements of Profit and Loss and Balance Sheet. These items are disaggregated separately in the notes to the standalone financial statements, where applicable.

B. Functional and presentation currency

These financial statements are presented in Indian Rupees (INR), which is also the Company’s functional currency. All amounts included in these financial statements are reported in INR (in lakhs), except share and per share data, unless otherwise stated.

C. Basis of measurement

These financial statements have been prepared on the historical cost convention and on an accrual basis of accounting, except for the following material items which have been measured at fair value as required by relevant Ind AS:

D. Use of estimates and judgments

In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively

Assumptions and estimation uncertainties

Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have a significant effect on the amounts recognized in the financial statements are included in the following notes:

(a) Revenue recognition:

The Company uses the percentage of completion i.e. input (cost expended) method to measure progress towards completion in respect of fixed price contracts. Percentage of completion method accounting relies on estimates of total expected contract revenue and costs. This method is followed when reasonably dependable estimates of the revenues and costs applicable to various elements of the contract can be made. Key factors that are reviewed in estimating the future costs to complete include estimates of future labor costs and productivity efficiencies. Because the financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts, recognized revenue and profit are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which the loss becomes probable.

(b) Impairment testing (non- financial assets):

Investments in subsidiaries and intangible assets are tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the asset or cash generating units to which these pertain is less than its carrying value. The recoverable amount of cash generating units is higher of value- in- use and fair value less costs to sell. The calculation of value in use of a cash generating unit involves use of significant estimates and assumptions which includes growth rates and net margins used to calculate projected future cash flows, risk- adjusted discount rate, future economic and market conditions.

(c) Income taxes:

Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods.

(d) Deferred taxes:

Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry forwards become deductible. The Company considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry- forward period are reduced.

(e) Defined benefit plans and compensated absences

The cost of the defined benefit plans, compensated absences and the present value of the defined benefit obligation are based on remeasurement valuation using the projected unit credit method. A remeasurement valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long- term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

(f) Expected credit losses on financial assets

The impairment provisions of financial assets are based on assumptions about risk of default and expected timing of collection. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, customer’s creditworthiness, existing market conditions as well as forward looking estimates at the end of each reporting period.

(g) Other estimates:

Fair valuation of derivative hedging instruments designated as cash flow hedges involves significant estimates relating to the occurrence of the highly probable cash flow forecast transaction.

E. Measurement of fair values:

Some of the Company’s accounting policies and disclosures require measurement of fair values, for both financial and non- financial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); or

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

3a. Recent Indian Accounting Standards (Ind AS)

Ind AS 12 Income taxes (amendments relating to income tax consequences of dividend and uncertainty over income tax treatments)

The amendment relating to income tax consequences of dividend clarify that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events. The Group does not expect any impact from this pronouncement. It is relevant to note that the amendment does not amend situations where the entity pays a tax on dividend which is effectively a portion of dividends paid to taxation authorities on behalf of shareholders. Such amount paid or payable to taxation authorities continues to be charged to equity as part of dividend, in accordance with Ind AS 12.

The amendment to Appendix C of Ind AS 12 specifies that the amendment is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. It outlines the following: (1) the entity has to use judgement, to determine whether each tax treatment should be considered separately or whether some can be considered together. The decision should be based on the approach which provides better predictions of the resolution of the uncertainty (2) the entity is to assume that the taxation authority will have full knowledge of all relevant information while examining any amount (3) entity has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. The Group does not expect any significant impact of the amendment on its financial statements.

Ind AS 19 - Plan Amendment, Curtailment or Settlement

The amendments clarify that if a plan amendment, curtailment or settlement occurs, it is mandatory that the current service cost and the net interest for the period after the re- measurement are determined using the assumptions used for the remeasurement. In addition, amendments have been included to clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The Company does not expect this amendment to have any significant impact on its financial statements.

Ind AS 116 - Accounting for leases

Ind AS 116 will replace the existing leases standard, Ind AS 17 Leases. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on- balance sheet lessee accounting model for lessees. A lessee recognizes right- of- use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. The standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17.

The Company will adopt Ind AS 116, effective annual reporting period beginning April 1, 2019. The Company will apply the standard to its leases using the modified retrospective approach with the lease liability being recognized at the date of initial application. The lease liability is measured at the present value of the remaining lease payments discounted using lease incremental borrowing rate at the date of initial application. Under the option given in para C8(b)(ii), the right- of- use asset is recognized at the date of initial application . The ROU asset is measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the Balance Sheet immediately before the date of initial application. In accordance with the standard, the Company will elect not to apply the requirements of Ind AS 116 to short- term leases and leases for which the underlying asset is of low value.

On transition, the Company will be using the practical expedient provided in the Standard and therefore, will not reassess whether a contract, is or contains a lease, at the date of initial application.

With effect from April 1, 2019, the Company will recognize new assets and liabilities for its operating leases of premises and other assets. The nature of expenses related to those leases will change from lease rent in previous periods to a) Depreciation for the right- to- use asset, and b) Interest Expense on Lease Liability.

On preliminary assessment, for leases other than short- term leases and leases of low value assets, the Company does not expect the adoption of this standard to have a significant impact on its financial statements.

4(A) TACO Sasken Automotive Electronics Limited (“TSAE”) (formerly known as TACO Sasken Automotive Electronics Private Limited)

The Company has a 50% interest in a joint venture company, TACO Sasken Automotive Electronics Limited (formerly known as TACO Sasken Automotive Electronics Private Limited) (“TSAE”) in Pune. The shareholders of TSAE have resolved that the company be wound up voluntarily. Requisite documents have been filed with the Registrar of Companies.

Considering the closure of operations of TSAE, the Company does not expect any dividend on liquidation and hence a provision for diminution in the value of investments in TSAE amounting to Rs. 767.84 lakhs (March 31, 2018: Rs. 767.84 lakhs) has been recorded to the extent of 100% of the carrying value of the investment.

b. Rights, preferences and restrictions attached to equity shares:

The Company has only one class of equity shares having a par value of Rs. 10 per share. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The dividend if any proposed by the Board of Directors is subject to shareholders’ approval at the ensuing Annual General Meeting. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid- up capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

e. There are no shares reserved for issue under employee stock options.

f. There are no bonus shares issued during the period of five years immediately preceding the balance sheet date

g. The Company has issued 98,800 equity shares (As at March 31, 2018: 552,400) during the period of five years immediately preceding the reporting date on exercise of stock options granted under the Employee Stock Option Plan (ESOP), wherein part consideration was received in form of employee services.

h. During the period, the Company appropriated Rs. 9.50 towards dividend, which included final dividend of 2017- 18 amounted to Rs. 4.50 and interim dividend for the FY 2018- 19 Rs. 5.00 per equity share (March 31, 2018: Rs. 10.00 per equity share).

i. On April 23, 2019, the Board of Directors of the Company have recommended a final dividend of Rs. 7.50 per equity share for the year ended March 31, 2019. The same has not been accounted for in these financial statements, as it is not an adjusting event.

j. The Board, at its meeting on April 23, 2019 approved a proposal for the buyback of upto 19,98,678 fully paid- up equity shares of face value of Rs. 10 each from the eligible equity shareholders of the Company at a price of upto Rs. 850 per equity share for a total consideration not exceeding Rs. 16,988.76 lakhs.

Employee Stock Compensation

The Sasken Employees’ Share Based Incentive Plan 2016 (Plan) was duly approved and instituted in December, 2016. The Plan authorizes the Board of Directors of the Company to offer share based incentive to eligible employees of the Company and its subsidiaries. The maximum number of shares to be issued under the Plan will be 8,85,900 equity shares. The Plan is administered by the Sasken Employees Welfare Trust.

The Company recognizes compensation expense relating to share- based payments in net profit using fair- value in accordance with Ind AS 102, Share- Based Payment. The estimated fair value of awards is charged to income on a straight- line basis over the requisite service period for each separately vesting portion of the award as if the award was in- substance, multiple awards with a corresponding increase to share options outstanding account.

During the year ended March 31, 2019, 65,526 stock options have been granted under the Plan. These stock options will vest after a period of 4 years from the grant date and are subject to the achievement of certain performance conditions. The charge to the income statement on account of stock compensation cost for the year to date period ended March 31, 2019, is Rs. 55.53 lakhs (March 31, 2018: Nil).

The Company has used the Black- Scholes Option Pricing Model to determine the fair value of the stock options based on which the compensation cost for the current period has been computed.

The 2016 Plan is in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Details of Equity Options granted are as follows:

Deferred taxes on unrealized foreign exchange gain / loss relating to cash flow hedges and actuarial gains / losses on defined benefit plans are recognized in other comprehensive income and presented within equity. Other than these, the change in deferred tax assets and liabilities is recorded in the Statement of Profit and Loss.

In assessing the realizability of deferred tax assets, the Company considers the extent to which it is probable that the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry forwards become deductible. The Company considers the expected reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on this, the Company believes that it is probable that the Company will realize the benefits of these deductible differences. The amount of deferred tax asset considered realizable, however, could be reduced in the near term if the estimates of future taxable income during the carry- forward period are reduced.

5. Earnings per share (EPS)

Basic EPS is calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year. Diluted EPS is calculated by dividing the profit attributable to equity holders of the Company and the weighted average number of equity shares outstanding, after adjustment for the effects of all dilutive potential equity shares.

6. Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities identified by the Company and monitored by CSR Committee.

a) Gross amount required to be spent by the Company during the year is Rs. 32721 lakhs (March 31, 2018: Rs. 451.11 lakhs)

b) Amount spent during the period on:

7. Segments and disaggregated revenue information

(a) Segmental information:

The Chairman and Managing Director of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, “Operating Segments.” The Company operates in one segment only i.e. “Software Services”. The CODM evaluates performance of the Company based on revenue and operating income from “Software Segment”. Accordingly, segment information has not been separately disclosed. The Company earns revenues from customers located across different geographies, the revenues based on domicile of the customer are disclosed in Note (c) below. Assets and liabilities used in the Company’s business are not identified to any of the geographies, as these are used interchangeably between geographies. The management believes that it is currently not practicable to provide disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.

(b) Revenue by contract type:

(c) Revenue by geography :

2 of our customer group individually accounted for more than 10% of the revenues during the period March 31, 2019 (March 31, 2018: Customer group).

Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws, etc). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is Rs. 9,175 lakhs out of which 100% is expected to be recognized as revenue in the next year. No consideration from contracts with customers is excluded from the amount mentioned above.

8. Employee benefits

Defined contribution plan:

Pension Fund and Superannuation:

The Company makes contributions to the Government administered pension fund, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund, which is a defined contribution plan. Further, the Company also contributes to a superannuation scheme, maintained by an insurance company. To the extent of such contributions, the Company has no obligation other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contributions for the period ended March 31, 2019 aggregated to Rs. 229.19 lakhs (March 31, 2018 Rs. 266.39 lakhs).

Defined benefit plan:

a) Provident Fund

The Company also makes contributions to the approved Provident Fund Trust (SAS Employees Provident Fund Trust) managed by the Company, in respect of qualifying employees towards Provident Fund, which is a defined benefit plan. The contributions made to the Trust managed by the Company is accounted for as a defined benefit plan as the Company is liable for any shortfall in the Trust’s assets based on the Government specified rate of return. The amount recognized as an expense towards contribution to this plan for the period ended March 31, 2019 aggregated to Rs. 616.67 lakhs (March 31, 2018 Rs. 574.84 lakhs).

The plan assets have been primarily invested in securities issued by the Government of India and high quality corporate bonds.

The Company operates a post employment benefit plan that provides for gratuity benefit to the employees of the Company. The gratuity plan entitles an employee, who has rendered atleast five years of continuous service, to receive one- half month’s salary for each year of completed service at the time of retirement / exit. Further, in case of the branch in Germany branch, pension contributions are also made as per the local laws and regulations. The Company provides for these pension benefits, a defined benefit plan, covering all eligible employees.

Reconciliation of the net defined benefit liability:

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit liability / (asset) and its components:

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations. The expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. The estimates of future salary escalations considered takes into account the inflation, seniority, promotion and other relevant factors. Attrition rate considered is the management’s estimate, based on previous years’ employee turnover of the Company.

As at March 31, 2019 and March 31, 2018, plan assets were primarily invested in insurer managed funds.

c) Pension

Sensitivity analysis:

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

The expected future contribution and estimated future benefit payments from the fund are as follows:

Reconciliation of the net defined benefit liability (Pension):

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit liability and its components:

The discount rate is based on the prevailing market yields of government securities for the estimated term of the obligations. The expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

9. Operating leases

The Company has operating leases for office premises that are (a) renewable on a periodic basis and are cancellable by giving a notice period ranging from 1 month to 6 months and (b) renewable on a periodic basis and are non- cancellable for specified periods under arrangements. Rent escalation clauses vary from contract to contract, ranging from 0% to 15%. There are no restrictions imposed by the lease arrangements. There are no sub- leases.

10. Financial instruments - fair values and risk management Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because the cost represents estimate of fair value.

Derivative instruments (assets and liabilities): The Company enters into derivative financial instruments with banks with investment grade credit ratings. Derivatives valued using valuation techniques with market observable inputs are foreign exchange forward contracts and foreign exchange option contracts. The most frequently applied valuation techniques include forward pricing and Black Scholes models (for option valuation), using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, and forward rate curves of the underlying. As at March 31, 2019, the changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognized at fair value.

There have been no transfers among Level 1, Level 2 and Level 3 investments during the period.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk; and

- Market risk.

i. Risk management framework

The Company’s principal financial liabilities comprise trade payables and unpaid dividend. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade receivables, cash and cash equivalents and unbilled revenues that derive directly from its operations.

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk for the Company pertains to investing activities. The Company’s exposure to credit risk is influenced mainly by the individual characteristic of customers and counterparties to derivative instruments such as banks.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt securities.

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs. 7,330.31 lakhs and Rs. 7,139.43 lakhs as of March 31, 2019 and March 31, 2018, respectively and unbilled revenues amounting to Rs. 1,450.09 lakhs and Rs. 2,006.72 lakhs as of March 31, 2019 and March 31, 2018,respectively. Credit risk has always been managed by the company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of business. As per Ind AS 109, the company uses expected credit loss model to assess the impairment loss or gain. The company uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled revenues.

The following table gives details in respect of percentage of revenues generated from top customer and top ten customers:

The carrying amount of the following financial assets represents the maximum credit exposure:

Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. The Company establishes an allowance for impairment that best represents its estimate of expected losses in respect of trade receivables. The Company has established a credit policy under which each new customer is analysed individually for credit worthiness before the standard payment and delivery terms and conditions are offered.

Cash and bank balances

The Company held cash and bank balances of Rs. 423.81 lakhs at March 31, 2019 (March 31, 2018: Rs. 1,443.90 lakhs).

Derivatives

The derivatives are entered into with bank and financial institution counterparties, which are rated AA - to AAA, based on CRISIL ratings.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulties in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding bank borrowings. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

iv. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to interest rate risk and the market value of its investments. Thus, the exposure to market risk is primarily related to investing activities. The objective of market risk management is to diversify our portfolio according to nature of investments to mitigate risks,

Currency risk

The Company is exposed to currency risk on account of export of services in foreign currency. The functional currency of the Company is Indian Rupee. The summary quantitative data about the Company’s exposure to currency risk from non- derivative financial instrument is as follows:

Sensitivity Analysis

A reasonably possible strengthening / (weakening) of the INR, US Dollar, Euro and all other currencies as at March 31, 2019 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in a particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

Hedge accounting

The Company enters into foreign exchange forward contracts and option contracts to hedge its revenue including its future receivables. As per the current policy of the Company, it takes foreign exchange forward contracts for currencies primarily denominated in the US Dollar and Euro. The Company currently does not have a foreign currency hedge in respect of its investments in subsidiaries outside India.

The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding:

The related hedge transactions for balance in cash flow hedging reserves as of March 31, 2019 are expected to occur and be re- classfied to the Statement of Profit and Loss over a period of 1 year.

As of March 31, 2019 and March 31, 2018, there were no significant gains or losses on derivative transactions or portions thereof that have become ineffective as hedges, or associated with an underlying exposure that did not occur.

11. Capital management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to equity shareholders.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted net debt is defined as total liabilities less cash and cash equivalents. Adjusted equity comprises all components of equity, other than amounts accumulated in the hedging reserve.

*The Company is contesting the demands and based on expert advice, the management believes that its position will likely be upheld in the various appellate authorities / courts. The management believes that the ultimate outcome of these proceedings will not be adverse and hence such demands have been disclosed as contingent liabilities.

12. Dues to micro, small and medium enterprises

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the ‘Micro, Small and Medium Enterprises Development Act, 2006 (‘the Act’). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2019 has been made in the standalone financial statements based on information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance sheet date.

13. Disclosure on specified bank notes

The disclosure regarding details of specified bank notes held and transacted during November 8, 2016 to December 30, 2016 has not been made since the requirement does not pertain to financial year ended March 31, 2019.


Mar 31, 2018

1. Company overview

Sasken Technologies Limited (“Sasken” or “the Company”) is a specialist in product engineering and digital transformation providing concept-to-market and chip-to-cognition research and development services to global leaders in Semiconductor, Automotive, Industrials, Smart Devices and Wearables, Enterprise Grade Devices, Satellite communications, and Retail industries. With over 29 years in Product Engineering and Digital Transformation and several patents, Sasken has transformed the businesses of over a 100 Fortune 500 companies, powering over a billion devices through its services and IP.

On December 23, 2016, the shareholders had approved changing the name of the Company to “Sasken Technologies Limited” and the change was made effective February 14, 2017, on receipt of necessary approvals.

Pursuant to the decision of the Board of Directors, provisions of Companies Act, 2013, SEBI (Buy-back of Securities) Regulations, 1998 and pursuant to approval of the shareholders through postal ballot during the quarter ended December 31, 2016, the Company had offered to buy-back 28,69,098 fully paid-up equity shares of Rs.10 each at a price of Rs.410 per share on January 24, 2017. During the quarter ended March 31, 2017, the Company bought back 6,09,699 equity shares at Rs.410 per equity share.

Established in 1989, Sasken employs 2000 people operating from state-of-the-art centers in Bengaluru, Pune, Chennai and Hyderabad (India), Kaustinen and Tampere (Finland), Shanghai, Beijing (China). Sasken also has its presence across Germany, Japan, UK and USA. Sasken has been listed in the National Stock Exchange of India Ltd. and BSE Ltd. since its initial public offering in 2005.

2. Basis of preparation

A. Statement of compliance

These financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed u/s 133 of the Companies Act, 2013 (‘the Act’) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, Companies (Indian Accounting Standards) Amendment Rules, 2016, Companies (Indian Accounting Standards) Amendment Rules, 2017 and other relevant provisions of the Act.

Up to the year ended March 31, 2017, the Company had prepared its financial statements in accordance with the requirements of the Indian GAAP (“Previous GAAP”), which included Standards notified under the Companies (Accounting Standards) Rules, 2006. The date of transition to Ind AS is April 1, 2016.

Accounting policies have been applied consistently to all periods presented in these standalone financial statements.

The financial statements correspond to the classification provisions contained in Ind AS 1,“Presentation of Financial Statements”. For clarity, various items are aggregated in the Statements of Profit and Loss and Balance Sheet. These items are disaggregated separately in the notes to the financial statements, where applicable.

As this is the first year of the Company’s financial statements being prepared in accordance with Ind AS, Ind AS 101, “First-time Adoption of Indian Accounting Standards” has been applied. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided in Note 4.

B. Functional and presentation currency

These financial statements are presented in Indian Rupees (INR), which is also the Company’s functional currency. All amounts included in these financial statements are reported in INR (in lakhs), except share and per share data, unless otherwise stated.

C. Basis of measurement

These financial statements have been prepared on the historical cost convention and on an accrual basis of accounting, except for the following material items which have been measured at fair value as required by relevant Ind AS:

D. Use of estimates and judgments

In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.

Assumptions and estimation uncertainties

Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have a significant effect on the amounts recognized in the financial statements are included in the following notes:

(a) Revenue recognition:

The Company uses the percentage of completion i.e. input (cost expended) method to measure progress towards completion in respect of fixed price contracts. Percentage of completion method accounting relies on estimates of total expected contract revenue and costs. This method is followed when reasonably dependable estimates of the revenues and costs applicable to various elements of the contract can be made. Key factors that are reviewed in estimating the future costs to complete include estimates of future labor costs and productivity efficiencies. Because the financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts, recognized revenue and profit are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which the loss becomes probable.

(b) Impairment testing (non-financial assets):

Investments in subsidiaries and intangible assets are tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the asset or cash generating units to which these pertain is less than its carrying value. The recoverable amount of cash generating units is higher of value-in-use and fair value less costs to sell. The calculation of value in use of a cash generating unit involves use of significant estimates and assumptions which includes growth rates and net margins used to calculate projected future cash flows, risk-adjusted discount rate, future economic and market conditions.

(c) Income taxes:

Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods.

(d) Deferred taxes:

Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry forwards become deductible. The Company considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced.

(e) Defined benefit plans and compensated absences

The cost of the defined benefit plans, compensated absences and the present value of the defined benefit obligation are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

(f) Expected credit losses on financial assets

The impairment provisions of financial assets are based on assumptions about risk of default and expected timing of collection. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, customer’s creditworthiness, existing market conditions as well as forward looking estimates at the end of each reporting period.

(g) Other estimates:

Fair valuation of derivative hedging instruments designated as cash flow hedges involves significant estimates relating to the occurrence of the highly probable cash flow forecast transaction.

E. Measurement of fair values:

Some of the Company’s accounting policies and disclosures require measurement of fair values, for both financial and non-financial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); or

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

3a. Accounting standards issued but not yet effective

The Company has not applied the following new and revised IFRSs that have been issued but are not yet effective:

Ind AS 115 - Revenue from contracts with customers

Ind AS 115, establishes a comprehensive framework for determining whether, how much and when revenue should be recognised. It replaces existing revenue recognition guidance, including Ind AS 18 Revenue, Ind AS 11 Construction Contracts and Guidance Note on Accounting for Real Estate Transactions. Ind AS 115 is effective for annual periods beginning on or after April 1, 2018 and will be applied accordingly.

The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligation in contract Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer.

Based on a preliminary evaluation carried out, Ind AS 115 is not expected to have a material impact on the Company’s financial statements. The Company is in the process of carrying out a detailed analysis.

The Company plans to apply Ind AS 115 using the cumulative effect method, with the effect of initially applying this standard recognised at the date of initial application (i.e. April 1, 2018) in retained earnings. As a result, the Company will not present relevant individual line items appearing under comparative period presentation.

Appendix B to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates

Appendix B, Foreign Currency Transactions and Advance Consideration has been inserted in Ind AS 21. It requires the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. The effective date for adoption of Appendix B is annual reporting periods beginning on or after April 1, 2018. The impact of adopting Appendix B is not expected to have a material impact on the Company’s financial statements.

4. Transition to Ind AS

As stated in Note 2, this is the first year of Company’s financial statements prepared in accordance with Ind AS. For periods upto and including the year ended March 31, 2017, the Company had prepared financial statements in accordance with Companies (Accounting Standards) Rules, 2006, notified under Section 133 of the Act and other relevant provisions of the Act (‘Previous GAAP’).

The accounting policies set out in Note 3 have been applied in preparing these financial statements for the period ended March 31, 2018 including the comparative information for the year ended March 31, 2017 and the opening Ind AS Balance Sheet on the date of transition i.e. April 1, 2016.

In preparing its Ind AS balance sheet as at April 1, 2016 and in presenting the comparative information for the year ended March 31, 2017, the Company has adjusted amounts reported previously in financial statements prepared in accordance with Previous GAAP. This note explains the principal adjustments made by the Company in restating its financial statements prepared in accordance with Previous GAAP, and how the transition from Previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows.

Optional exemptions and mandatory exceptions

In preparing these financial statements, the Company has applied the below mentioned optional exemptions and mandatory exceptions;

A. Optional exemptions availed

1. Business combinations

Ind AS 101, provides the option to apply Ind AS 103, Business Combinations (“Ind AS 103”) prospectively from the transition date or from a specific date prior to the transition date.

The Company has elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to transition date have not been restated. The Company has availed the same exemption for investments in joint ventures.

2. Investments in subsidiaries and associates

If a first-time adopter measures an investment in subsidiary or an associate at cost in accordance with Ind AS 27, it shall measure that investment at one of the following amounts in its separate opening Ind AS Balance Sheet at:

(a) cost determined in accordance with Ind AS 27; or

(b) deemed cost. The deemed cost of such an investment shall be its: (i) fair value at the entity’s date of transition to Ind AS in its separate financial statements; or (ii) Previous GAAP carrying amount at that date.

A first-time adopter may choose either (i) or (ii) above to measure its investment in each subsidiary, joint venture or associate that it elects to measure using a deemed cost.

The Company has elected to carry its investment in subsidiaries and associates at deemed cost which is its Previous GAAP carrying amount at the date of transition to Ind AS.

3. Property plant and equipment and intangibles assets

As per Ind AS 101 an entity may elect to:

i) measure an item of property, plant and equipment at the date of transition at its fair value and use that fair value as its deemed cost at that date;

ii) use a Previous GAAP revaluation of an item of property, plant and equipment at or before the date of transition as deemed cost at the date of the revaluation, provided the revaluation was, at the date of the revaluation, broadly comparable to fair value or cost or depreciated cost under Ind AS adjusted to reflect, for example, changes in a general or specific price index;

The elections under (i) and (ii) above are also available for intangible assets that meets the recognition criteria in Ind AS 38, Intangible Assets, (including reliable measurement of original cost); and criteria in Ind AS 38 for revaluation (including the existence of an active market).

iii) use carrying values of property, plant and equipment, intangible assets and investment properties as on the date of transition to Ind AS (which are measured in accordance with Previous GAAP and after making adjustments relating to decommissioning liabilities prescribed under Ind AS 101) if there has been no change in its functional currency on the date of transition.

The Company has elected to continue with the carrying values under Previous GAAP for all the items of property, plant and equipment. The same election has been made in respect of intangible assets also. Appropriate adjustments related to decommissioning liabilities have been made.

4. Joint ventures - transition from proportionate consolidation to the equity method

As per Ind AS 101, when changing from proportionate consolidation method to equity method, an entity may measure its investment in a joint venture at date of transition as the aggregate of the carrying amounts of the assets and liabilities that the entity had previously proportionately consolidated, including any goodwill arising from acquisition. The resulted amount is regarded as the deemed cost of the investment in the joint venture at initial recognition. The Company has opted to avail this exemption.

B. Mandatory exceptions

1. Estimates

Estimates made under Ind AS are required to be same as those under Previous GAAP unless there is objective evidence that those estimates were erroneous or there are differences in accounting policies.

In accordance with Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under Previous GAAP, those estimates have been made to reflect conditions that existed at the date of transition (for preparing opening Ind AS balance sheet) or at the end of the comparative period (for presenting comparative information as per Ind AS).

The Company’s estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of these standalone financial statements that were not required under the Previous GAAP are as follows:

- Fair value of financial instruments carried at FVTPL;

- Impairment of financial assets based on the expected credit loss model;

- Determination of the discounted value for financial instruments carried at amortized cost; and

- Discounted value of liability for decommissioning costs.

Notes to the reconciliations -

A. Decommissioning liability: Under the Previous GAAP, decommissioning liability was not capitalized as part of the cost of the asset, under Ind AS the same is capitalized as part of the cost and a corresponding liability has been recorded. The asset is being depreciated over the useful life. The decrease in net income is due to the depreciation of the decommissioning cost capitalized in leasehold improvements.

B. Fair valuation of investments: Under the Previous GAAP, investments in mutual funds were measured at lower of cost or fair value. Under Ind AS, such investments are required to be measured at fair value and the mark-to-market gains / losses are recognized in profit or loss (FVTPL). Effect of Ind AS adoption on the Statement of Profit and Loss represents the mark-to-market gains (net) on such investments.

C. Effective interest rate method: Under Ind AS, interest income is calculated using the effective interest method, which would lead to amortizing the premium paid at the time of purchase of the tax free bonds over the period of the underlying instrument. The decrease in income is due to the amortization of premium recorded as investment under Previous GAAP. Preference dividend is also accrued using the effective interest rate method every quarter.

D. Tax impact (net): Tax adjustments include deferred tax impact on account of differences between Previous GAAP and Ind AS.

E. Employee benefits: Under the Previous GAAP, actuarial gains and losses on defined benefit obligations were recognized in the Statement of Profit and Loss. Under Ind AS, these are recognized in other comprehensive income.

F. Change in fair value of forward contracts designated as cash flow hedges: Under Ind AS, changes in the fair value of derivative hedging instruments designated and effective as a cash flow hedge are recognized through other comprehensive income. These were recorded in hedging reserve under Previous GAAP.

5(A) TACO Sasken Automotive Electronics Limited (‘TSAE’) (formerly known as TACO Sasken Automotive Electronics Private Limited)

The Company has a 50% interest in a joint venture company, TACO Sasken Automotive Electronics Limited (formerly known as TACO Sasken Automotive Electronics Private Limited) (‘TSAE’) in Pune. The shareholders of TSAE have resolved that the company be wound up voluntarily. Requisite documents have been filed with the Registrar of Companies.

Considering the closure of operations of TSAE, the Company does not expect any dividend on liquidation and hence a provision for diminution in the value of investments in TSAE amounting to Rs.767.84 lakhs (March 31, 2017 and April 1, 2016: Rs.767.84 lakhs) has been recorded to the extent of 100% of the carrying value of the investment.

5(B) ConnectM Technology Solutions Pvt. Ltd. (‘ConnectM’)

Upto November 25, 2016, the Company had a 46.29% interest in a joint venture company, ConnectM Technology Solutions Pvt. Ltd. (‘ConnectM’), incorporated in India, which focuses on end-to-end development & sustenance to the Transportation, Industrial, Utilities and Enterprise markets enabled by Machine-to-Machine (M2M) communications. As at April 1, 2016, the Company had invested Rs.1,796.24 lakhs in ConnectM. ConnectM has incurred losses since the date of incorporation. The Company had evaluated its investment in the Joint Venture for the purpose of determination of potential diminution in value, and based on such evaluation and determination, the Company had recognized a provision for diminution in the value of investment in ConnectM as at April 1, 2016 amounting to 11,796.24 lakhs. The Company had divested its stake in the Joint Venture for a consideration of 110 lakhs on November 25, 2016.

5(C) Amalgamation Background

Sasken Network Engineering Limited (‘SNEL’), was a wholly owned subsidiary of Sasken Technologies Limited (‘STL’) and was engaged in the business of developing embedded communication software for companies across the communication value chain.

The business activities of SNEL and STL complimented each other. Therefore, in order to achieve economies of scale, efficiencies and to simplify contracting and vendor management, the Board of Directors of each of these companies approved the Scheme of Amalgamation (‘the Scheme’) for the transfer of the business and undertaking of SNEL to STL.

The Scheme was approved by the National Company Law Tribunal, Bengaluru Bench (‘NCLT’) vide its order dated August 31, 2017, the appointed date of the Scheme being April 1, 2015.

Accounting

The amalgamation qualifies as a ‘common control transaction’ as per Appendix ‘C’ of Ind AS 103, Business Combinations. Consequently, the amalgamation has been accounted for using the pooling of interest method and the financial information in respect of prior periods has been restated as if the amalgamation had occurred from the beginning of the preceding period, i.e. April 1, 2016. This accounting treatment is also in compliance with the Scheme approved by the NCLT.

The following table represents the particulars of assets and liabilities (after elimination of inter-company balances), transferred by SNEL to STL as a consequence of the amalgamation:

The extracts of balance sheets of STL (to the extent there were amalgamation adjustments) as reported as at April 1, 2016 and March 31, 2017, the impact of the amalgamation and the resultant post amalgamation balance sheet extracts as at those dates have been presented below:

c. Rights, preferences and restrictions attached to equity shares:

The Company has only one class of equity shares having a par value of Rs.10 per share. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The dividend if any proposed by the Board of Directors is subject to shareholders’ approval at the ensuing Annual General Meeting. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

e. There are no shares reserved for issue under employee stock options.

f. There are no bonus shares issued during the period of five years immediately preceding the balance sheet date.

g. The Company has issued 5,52,400 shares (As at March 31, 2017 and April 1, 2016: 5,52,400) during the period of five years immediately preceding the reporting date on exercise of stock options granted under the Employee Stock Option Plan (ESOP), wherein part consideration was received in form of employee services.

h. During the current year, the dividends paid amounted to 110 per equity share. (March 31, 2016: Rs.2.50 per equity share).

Deferred taxes on unrealized foreign exchange gain / loss relating to cash flow hedges and actuarial gains / losses on defined benefit plans are recognized in other comprehensive income and presented within equity. Other than these, the change in deferred tax assets and liabilities is recorded in the Statement of Profit and Loss.

In assessing the realizability of deferred tax assets, the Company considers the extent to which it is probable that the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry forwards become deductible. The Company considers the expected reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on this, the Company believes that it is probable that the Company will realize the benefits of these deductible differences. The amount of deferred tax asset considered realizable, however, could be reduced in the near term if the estimates of future taxable income during the carry-forward period are reduced.

The Company has not recognized a deferred tax asset on the brought forward long term capital loss of 1147.20 lakhs as it is not probable that future taxable profits will be available against which the Company can use the benefits therefrom. Such tax losses expire by March 31, 2025.

During the quarter ended March 31, 2018, the Board of Directors of the Company have recommended a final dividend of Rs.4.50 per equity share for the year ended March 31, 2018. Considering that the payment is subject to approval of shareholders in the ensuing Annual General Meeting of the Company, a liability towards the same has not been recognized in the financial statements of the Company. Once the above dividend is approved in the ensuing Annual General Meeting of the Company, the Company will be required to pay an amount of Rs.158.26 lakhs towards dividend distribution tax as per the provisions of Section 115-O of the Income Tax Act, 1961 (‘the Act’).

6. Earnings per share (EPS)

Basic EPS is calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year. Diluted EPS is calculated by dividing the profit attributable to equity holders of the Company and the weighted average number of equity shares outstanding, after adjustment for the effects of all dilutive potential equity shares.

7. Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility (CSR) activities identified by the Company and monitored by CSR Committee.

a) Gross amount required to be spent by the Company during the year is Rs.451.11 lakhs (March 31, 2017: Rs.429.39 lakhs) b) Amount spent during the year on:

8. Segmental information

The Chairman and Managing Director of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, “Operating Segments.” The Company operates in one segment only i.e. “Software Services”. The CODM evaluates performance of the Company based on revenue and operating income from “Software Segment”. Accordingly, segment information has not been separately disclosed.

None of our clients individually accounted for more than 10% of the revenues during the year ended March 31, 2018 and 2017.

Management believes that it is currently not practicable to provide disclosure of geographical location wise assets, since the meaningful segregation of the available information is onerous.

9. Employee benefits

Defined contribution plan:

The Company makes contributions to the Government administered pension fund, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund, which is a defined contribution plan. Further, the Company also contributes to a superannuation scheme, maintained by an insurance company. To the extent of such contributions, the Company has no obligation other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contributions for the year ended March 31, 2018 aggregated to Rs.266.39 lakhs (March 31, 2017 Rs.276.02 lakhs.)

The Company makes remainder contributions to the approved provident fund trust managed by the Company, in respect of qualifying employees towards provident fund, which is a defined benefit plan. The contributions made to the trust managed by the Company is accounted for as a defined benefit plan as the Company is liable for any shortfall in the Trust’s assets based on the Government specified rate of return. The amount recognized as an expense towards contribution to provident fund the year ended March 31, 2018 aggregated to Rs.574.84 lakhs (March 31, 2017 Rs.547.55 lakhs).

Defined benefit plan:

The Company operates a post employment benefit plan that provides for gratuity benefit to the employees of the Company. The gratuity plan entitles an employee, who has rendered atleast five years of continuous service, to receive one-half month’s salary for each year of completed service at the time of retirement / exit. Further, in case of Germany branch, pension contributions are also made as per the local laws and regulations. The Company provides for these pension benefits, a defined benefit plan, covering all eligible employees.

Reconciliation of the net defined benefit liability:

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit liability / (asset) and its components:

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations. The expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. The estimates of future salary escalations considered takes into account the inflation, seniority, promotion and other relevant factors. Attrition rate considered is the management’s estimate, based on previous years’ employee turnover of the Company.

As at March 31, 2018, March 31, 2017 and April 1, 2016, plan assets were primarily invested in insurer managed funds.

Sensitivity analysis:

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

Reconciliation of the net defined benefit liability (Pension):

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit liability and its components:

Reconciliation of present value of defined benefit obligation:

The discount rate is based on the prevailing market yields of government securities for the estimated term of the obligations. The expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

As at March 31, 2018, March 31, 2017 and April 1, 2016, plan assets were primarily invested in insurer managed funds.

10. Operating leases

The Company has operating leases for office premises that are (a) renewable on a periodic basis and are cancellable by giving a notice period ranging from 1 month to 6 months and (b) renewable on a periodic basis and are non-cancellable for specified periods under arrangements. Rent escalation clauses vary from contract to contract, ranging from 0% to 15%. There are no restrictions imposed by the lease arrangements. There are no sub leases.

11. Financial instruments - fair values and risk management Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

Derivative instruments (assets and liabilities): The Company enters into derivative financial instruments with banks with investment grade credit ratings. Derivatives valued using valuation techniques with market observable inputs are foreign exchange forward contracts and foreign exchange option contracts. The most frequently applied valuation techniques include forward pricing and Black Scholes models (for option valuation), using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, and forward rate curves of the underlying. As at March 31, 2018, the changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognized at fair value.

There have been no transfers among Level 1, Level 2 and Level 3 investments during the period.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk; and

- Market risk

i. Risk management framework

The Company’s principal financial liabilities comprise trade payables and unpaid dividend. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade receivables, cash and cash equivalents and unbilled revenues that derive directly from its operations.

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk for the Company pertains to investing activities. The Company’s exposure to credit risk is influenced mainly by the individual characteristic of customers and counterparties to derivative instruments such as banks.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt securities.

The carrying amount of the following financial assets represents the maximum credit exposure:

Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. The Company establishes an allowance for impairment that best represents its estimate of expected losses in respect of trade receivables. The Company has established a credit policy under which each new customer is analysed individually for credit worthiness before the standard payment and delivery terms and conditions are offered.

Cash and cash equivalents

The Company held cash and bank balances of f1,443.90 lakhs at March 31, 2018 (March 31, 2017: f1,232.81 lakhs and April 1, 2016: 11,360.26 lakhs). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- to AAA, based on CRISIL ratings.

Derivatives

The derivatives are entered into with bank and financial institution counterparties, which are rated AA- to AAA, based on CRISIL ratings.

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulties in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding bank borrowings. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

iv. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to interest rate risk and the market value of its investments. Thus, the exposure to market risk is primarily related to investing activities. The objective of market risk management is to avoid excessive exposure in investing activities.

Currency risk

The Company is exposed to currency risk on account of export of products and services in foreign currency. The functional currency of the Company is Indian Rupee. The summary quantitative data about the Company’s exposure to currency risk from non-derivative financial instrument is as follows:

Sensitivity Analysis

A reasonably possible strengthening / (weakening) of the INR, US Dollar, Euro and all other currencies as at March 31, 2018 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in a particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

Hedge accounting

The Company enters into foreign exchange forward contracts and option contracts to hedge its revenue including its future receivables. As per the current policy of the Company, it takes foreign exchange forward contracts for currencies primarily denominated in the US Dollar and Euro. The Company currently does not have a foreign currency hedge in respect of its investments in subsidiaries outside India.

The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding:

The related hedge transactions for balance in cash flow hedging reserves as of March 31, 2018 are expected to occur and be re-classfied to the Statement of Profit and Loss over a period of 1 year.

As of March 31, 2018 and March 31, 2017, there were no significant gains or losses on derivative transactions or portions thereof that have become ineffective as hedges, or associated with an underlying exposure that did not occur.

12. Capital management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to equity shareholders.

The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted net debt is defined as total liabilities less cash and cash equivalents. Adjusted equity comprises all components of equity, other than amounts accumulated in the hedging reserve.

The Company’s policy is to keep the ratio below 2. The Company’s adjusted net debt to equity ratio at March 31, 2017 was as follows:

* The Company is contesting the demands and based on expert advice, the management believes that its position will likely be upheld in the various appellate authorities / courts. The management believes that the ultimate outcome of these proceedings will not be adverse and hence such demands have been disclosed as contingent liabilities.

13. Dues to micro, medium and small enterprises

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the ‘Micro, Small and Medium Enterprises Development Act, 2006 (‘the Act’). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2018 has been made in the standalone financial statements based on information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance sheet date.

14. Exceptional item

During the financial year ended March 31, 2016, the Company had an arbitration proceeding with one of its customers and both parties had preferred certain claims. During the month of March 2016, the parties entered into a settlement agreement whereby both parties mutually agreed to settle the arbitration proceedings. In relation to this, a provision towards employee payments amounting to Rs.2,100.00 lakhs and managerial remuneration amounting to Rs.784.38 lakhs had been recorded as an exceptional item during such financial year.

Of the cumulative provision of Rs.2,884.38 lakhs created as above, the Company had paid an amount of Rs.859.38 lakhs during the year ended March 31, 2017. As payments were already made to those associated with the arbitration proceedings and there were no further payments expected to be made, the balance exceptional provision of Rs.2,025.00 lakhs was reversed and disclosed as an exceptional item in the financial statements of the previous year.

15. Disclosure on specified bank notes

The disclosures regarding details of specified bank notes held and transacted during November 8, 2016 to December 30, 2016 has not been made since the requirement does not pertain to financial year ended March 31, 2018. Corresponding amounts as appearing in the audited Standalone financial statements for the year ended March 31, 2017 have been disclosed.


Mar 31, 2017

1. Capital and other commitments

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) amounted to Rs,69.42 lakhs (As at March 31, 2016 Rs,94.91 lakhs).

(b) The Company enters into foreign exchange forward contracts and option contracts to hedge its revenue including its future receivables. As per the current policy of the Company, the Company takes foreign exchange forward contracts for currencies primarily denominated in the US Dollar and Euro. The Company currently does not have a foreign currency hedge in respect of its investment in subsidiaries outside India.

Notes:

a) Assumptions relating to future salary increases, attrition, etc. have been considered based on relevant economic factors such as inflation, market growth, etc.

b) The Company expects to contribute Rs,600 lakhs (March 31, 2016: Rs,400 lakhs) to gratuity, Rs,9 lakhs (March 31, 2016: Rs,9 lakhs) to pension and Rs,900 lakhs (March 31, 2016: Rs,750 lakhs) to provident fund in the subsequent year.

c) The overall return on assets is determined based on prevailing market price.

2. Provision for tax expenses

The provision for taxation includes tax liabilities in India on the Company''s global income as reduced by exempt incomes and any tax liabilities arising overseas on income sourced from those countries. Sasken''s operations are conducted through Software Technology Parks (STPs) and Special Economic Zones (SEZs). Income from SEZs is fully tax exempt for the first 5 years, 50% exempt for the next 5 years and 50% exempt for another 5 years subject to fulfilling certain conditions.

3. Employee Stock Option Plans (Equity Settled)

Sasken ESOP 2006

On February 25, 2006, the shareholders of the Company approved Stock Option Plan (ESOP-2006) in accordance with the Guidelines issued by the Securities and Exchange Board of India (SEBI) for Employees Stock Option Plans. The Plan covers all employees of the Company including foreign branches, employees of the subsidiaries and Directors other than the promoter directors / employees. The Plan provides for the issue of 35,75,000 shares of ''10 each duly adjusted for any bonus, splits, etc. Compensation Committee of the Board administers the scheme. The terms of each issuance would be determined by the Compensation Committee. The Options vest subject to continuation of employment.

The Company issues options convertible into equity shares of ''10 each. The options issued till March 31, 2008 carry a vesting period of one to four years, options issued thereafter carry a vesting period one to three years except options issued on April 21, 2008 which carries a vesting period of one year. All the options granted have an exercise period of two years from the date of vesting except options issued on April 21, 2008 which have an exercise period of three months from the date of vesting.

4. Operating leases

The Company has operating leases for office premises that are (a) renewable on a periodic basis and are cancellable by giving a notice period ranging from 1 month to 6 months and (b) renewable on a periodic basis and are non - cancellable for specified periods under arrangements. Rent escalation clauses vary from contract to contract, ranging from 0% to 15%. There are no restrictions imposed by the lease arrangements. There are no sub leases.

5. Dues to micro and small enterprises

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the Micro, Small and Medium Enterprises Development Act, 2006 (the Act). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2017 has been made in the financial statements based on information received and available with the Company. Further in the view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance sheet date.

6. Exceptional Items Previous year

The Company had an arbitration proceeding with one of its customers and both parties had preferred certain claims. In March 2016, the two parties entered into a settlement agreement whereby both parties mutually agreed to stop the arbitration proceedings and the Company received a consideration of USD 45 million (equivalent to Rs,29,812.50 lakhs) for assignment of its rights in the independently owned IPR and foreground information, which has been recognized as an exceptional item. Further, in relation to the above, a provision towards employee payments amounting to Rs,2,100.00 lakhs and managerial remuneration amounting to Rs,784.38 lakhs had also been recorded as an exceptional item.

The Company had evaluated certain long term investments for the purpose of determination of potential diminution in value of investments and based on such evaluation and determination, a provision for diminution in the value of investment as at March 31, 2016 amounting to Rs,3,594.85 lakhs had been recorded as an exceptional item.

Current year

The Company evaluated the utilization of the provision of Rs,2,884.38 lakhs made in the financial statements in March 2016. As payments were already been made to those associated with the Spread rum legal suit and that there are no further payments, the balance exceptional provision of Rs,2,025.00 lakhs was reversed and has been disclosed as exceptional item in the financial statements.

7. Comparatives

Previous year figures have been re-grouped / re-arranged, wherever necessary to conform to the current year’s presentation.


Mar 31, 2016

1. Investments in Subsidiaries and Joint Ventures

(a) Connect M Technology Solutions Pvt. Ltd. (“Connect M”)

Sasken has a 46.29% (March 31, 2015, 46.29%) interest in a joint venture company called Connect M Technology Solutions Pvt. Ltd. (“Connect M”), incorporated in India, which focuses on end - to - end cycle development & sustenance to the Transportation, Industrial, Utilities and Enterprise markets enabled by Machine - to - Machine (M2M) communications. As at March 31, 2016, the Company has invested Rs.1,796.24 lakhs (March 31, 2015 Rs.1,796.24 lakhs) in Connec M. Connect M has incurred losses since the date of incorporation. The Company has evaluated its investment in the Joint Venture for the purpose of determination of potential diminution in value, and based on such evaluation and determination, the Company has recognized a provision for diminution in the value of investment in Connect M as at March 31, 2016 amounting to Rs.1,796.24 lakhs ( March 31, 2015 Rs.1,796.24 lakhs).

(b) TACO Sasken Automotive Electronics Limited (“TSAE”) (Formerly known as TACO Sasken Automotive Electronics Private Limited)

Sasken has a 50% interest in a joint venture company called TACO Sasken Automotive Electronics Limited (formerly known as TACO Sasken Automotive Electronics Private Limited) (“TSAE”) in Pune. The shareholders of TSAE have resolved that the company be wound up voluntarily. Requisite documents have been filed with the Registrar of Companies.

Considering the closure of operations of TSAE, the Company has made full provision for diminution in the value of investments in TSAE amounting to Rs.767.84 lakhs (March 31, 2015 Rs.767.84 lakhs).

(c) The Company has evaluated its investment in Sasken Finland Oy for the purpose of determination of potential diminution in value of investment and based on such evaluation and determination, the Company has recognized a provision for diminution in the value of investment for the year ended March 31, 2016 amounting to Rs.Nil (March 31, 2015 Rs.3,360.14 lakhs).

(d) The Board of Directors at their meeting held on September 14, 2015 considered the amalgamation of Sasken Network Engineering Ltd., (SNEL) a wholly - owned subsidiary of the Company with Sasken Communication Technologies Ltd. The proposed merger shall be effected through a Scheme of Amalgamation under the provisions of Section 391 to 394 and other applicable provisions of the Companies Act, 1956 or any other amendment or modifications made thereto. The Scheme has been approved by the Board subject to requisite approvals from the relevant regulatory authorities and sanction of the Hon''ble High Court of Karnataka. The Appointed Date of the Scheme will be April 1, 2015 and no issue of fresh capital or any other security is contemplated as SNEL is a wholly - owned subsidiary of the Company. The Hon''ble High Court of Karnataka, based on the application filed on March 30, 2016 passed orders on April 1, 2016 dispensing with the meetings of the equity shareholders and unsecured creditors for approving the Scheme of Amalgamation. SNEL is now permitted to file a petition within two weeks of receipt of certified copy of the order for which necessary application has been made.

2. Capital and other commitments

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) amounted to Rs.94.91 lakhs (As at March 31, 2015 Rs.28.21 lakhs).

(b) The Company enters into foreign exchange forward contracts and option contracts to hedge its net foreign currency receivables position including its future receivables. As per the current policy of the Company, the Company takes foreign exchange forward contracts for currencies primarily denominated in the US Dollar and Euro. The Company currently does not have a foreign currency hedge in respect of its investment in subsidiaries outside India.

The details of outstanding foreign exchange forward contracts entered by the Company and outstanding as on the Balance Sheet date are as under:

* The Company is contesting the demands and based on expert advice, the management believes that its position will likely be upheld in the various appellate authorities / courts. The management believes that the ultimate outcome of these proceeding will not be adverse and such demands have been disclosed as contingent liabilities.

There are certain claims made against the Company by an investee company, which are a subject matter of arbitration proceedings. In the view of the management, such claims are frivolous and are not tenable. No provision has been made for such claims pending completion of legal proceedings as the amount of claims are currently not ascertainable.

Notes:

a) Assumptions relating to future salary increases, attrition, etc. have been considered based on relevant economic factors such as inflation, market growth, etc.

b) The Company expects to contribute Rs.400 lakhs (March 31, 2015 Rs.150 lakhs) to gratuity, Rs.9 lakhs (March 31, 2015 Rs.9 lakhs) to pension and Rs.750 lakhs (March 31, 2015 Rs.750 lakhs) to provident fund in the subsequent year.

c) The overall return on assets is determined based on prevailing market price.

3. Provision for tax expenses

The provision for taxation includes tax liabilities in India on the Company''s global income as reduced by exempt incomes and any tax liabilities arising overseas on income sourced from those countries. Sasken''s operations are conducted through Software Technology Parks (‘STPs'') and Special Economic Zones (‘SEZs''). Income from SEZs is fully tax exempt for the first 5 years, 50% exempt for the next 5 years and 50% exempt for another 5 years subject to fulfilling certain conditions.

4. Employee Stock Option Plans (Equity Settled)

Sasken ESOP 2006

On February 25, 2006, the shareholders of the Company approved Stock Option Plan (ESOP - 2006) in accordance with the Guidelines issued by the Securities and Exchange Board of India (SEBI) for Employees Stock Option Plans. The Plan covers all employees of the Company including foreign branches, employees of the subsidiaries and Directors other than the promoter directors / employees. The Plan provides for the issue of 35,75,000 shares of Rs.10 each duly adjusted for any bonus, splits, etc. Compensation Committee of the Board administers the scheme. The terms of each issuance would be determined by the Compensation Committee. The Options vest subject to continuation of employment.

The Company issues options convertible into equity shares of Rs.10 each. The options issued till March 31, 2008 carry a vesting period of one to four years, options issued thereafter carry a vesting period one to three years except options issued on April 21, 2008 which carries a vesting period of one year. All the options granted have an exercise period of two years from the date of vesting except options issued on April 21, 2008 which have an exercise period of three months from the date of vesting.

5. Operating leases

The Company has operating leases for office premises that are (a) renewable on a periodic basis and are cancellable by giving a notice period ranging from 1 month to 6 months and (b) renewable on a periodic basis and are non-cancellable for specified periods under arrangements. Rent escalation clauses vary from contract to contract, ranging from 0% to 15%. There are no restrictions imposed by the lease arrangements. There are no sub leases.

6. Dues to micro and small enterprises

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the ‘Micro, Small and Medium Enterprises Development Act, 2006 (‘the Act''). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2016 has been made in the financial statements based on information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance sheet date.

7. Exceptional Items Previous year

The Company had received a favourable arbitration award of Rs.26,752.99 lakhs for royalty and interest income in respect of Software product license granted to a non - Indian licensee, who had purportedly claimed non - usage of the licensed IPR after initial acceptance, which was successfully contested by the Company, and the same was recognized as exceptional revenue. In relation to the above, a provision towards employee payments amounting to Rs.1,500.00 lakhs was recorded as an exceptional item

The Company had evaluated its investment in Sasken Finland Oy and Sasken Communication Technologies Mexico S. A. de C. V. for the purpose of determination of potential diminution in value of investment and based on such evaluation and determination, the Company had recognized further provision for diminution in the value of investment for the year ended March 31, 2015 amounting to Rs.3,360.14 lakhs and Rs.176.75 lakhs respectively and disclosed the same as an exceptional item.

Current year

The Company had another arbitration proceeding with one of its customer and both parties had preferred certain claims. In March 2016, the two parties entered into a settlement agreement whereby both parties mutually agreed to stop the arbitration proceedings and the Company received a consideration of USD 45 million (equivalent to Rs.29,812.50 lakhs) for assignment of its rights in the independently owned IPR and foreground information, which has been recognized as an exceptional item. Further, in relation to the above, a provision towards employee payments amounting to Rs.2,100.00 lakhs and managerial remuneration amounting to Rs.784.38 lakhs has also been recorded as an exceptional item.

During the current year, the Company has evaluated certain long term investments for the purpose of determination of potential diminution in value of investments and based on such evaluation and determination, a provision for diminution in the value of investment as at March 31, 2016 amounting to Rs.3,594.85 lakhs has been recorded as an exceptional item.

8. Comparatives

Previous year figures have been re - grouped / re - arranged, wherever necessary to conform to the current year''s presentation.


Mar 31, 2015

1. Description of Business

Sasken Communication Technologies Limited ("Sasken" or "the Company") is a leader in providing Engineering R&D and Productized IT services to global Tier - 1 customers in the Communications & Devices, Retail, Insurance and Independent Software space. Sasken's deep domain knowledge and comprehensive suite of services have helped global leaders in verticals such as Semiconductors, Consumer Electronics, Smart Devices, Automotive Electronics, Enterprises and Network Equipment maintain market leadership. In the Retail, Insurance and Independent Software Vendor verticals, Sasken enables customers to rapidly re - architect their suite of IT Application and Infrastructure.

Established in 1989, Sasken has its headquarter in Bengaluru and employs over 2,000 people, operating from state - of - the - art centers in Bengaluru, Pune, Chennai & Hyderabad (India), Kaustinen and Tampere (Finland), Beijing (China), Tokyo (Japan), Greater London (UK), California, Massachusetts, New Jersey and Texas (USA), Bochum (Germany) and Seoul (South Korea). The equity shares of Sasken have been listed on the National Stock Exchange of India Ltd., and BSE Ltd., since its initial public offering in 2005.

2. Basis for Preparation

The abridged financial statements have been prepared in accordance with the requirements of sub - Section (1) of Section 136 of the Companies Act, 2013 and Rule 10 of Companies (Accounts) Rules, 2014. These abridged financial statements have been prepared on the basis of the complete set of financial statements for the year ended March 31,2015. The notes number in the brackets "[ ]" are as they appear in the complete set of financial statements.

The complete set of financial statements have been prepared to comply in all material respects with the Accounting Standards notified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014). The financial statements have been prepared under the historical cost convention on an accrual basis, except in case of certain financial instruments which are measured at fair values and in case of assets for which impairment is made and revaluation is carried out. The accounting policies have been consistently applied by the Company and are consistent with those used during the previous year, other than those disclosed.

Note: - Complete Balance Sheet, Statement of Profit and Loss, other statements and notes thereto prepared as per the requirements of Schedule III to the Companies Act, 2013 are available at the Company's website www.sasken.com.

3. Investments in Subsidiaries and Joint Ventures

(a) Sasken has a 46.29% (March 31, 2014, 46.29%) interest in a joint venture company called ConnectM Technology Solutions Pvt. Ltd. ("ConnectM"), incorporated in India, which focuses on end - to - end cycle development & sustenance to the Transportation, Industrial, Utilities and Enterprise markets enabled by Machine - to - Machine (M2M) communications. As at March 31, 2015, the Company has invested Rs. 1,796.24 lakhs ( March 31,2014 Rs. 1,796.24 lakhs) in ConnectM. ConnectM has incurred losses since the date of incorporation. The Company has evaluated its investment in the Joint Venture for the purpose of determination of potential diminution in value, and based on such evaluation and determination, the Company has recognised a provision for diminution in the value of investment in ConnectM as at March 31,2015 amounting to Rs. 1,796.24 lakhs (March 31,2014 Rs. 1,796.24 lakhs). [Note 25 (a) of main financial statements].

(b) Sasken has a 50% interest in a joint venture company called TACO Sasken Automotive Electronics Limited (formerly known as TACO Sasken Automotive Electronics Private Limited) ("TSAE") in Pune. The shareholders of TSAE have resolved that the company be wound up voluntarily. Requisite documents have been filed with the Registrar of Companies. Considering the closure of operations of TSAE, the Company has made full provision for diminution in the value of investments in TSAE amounting to Rs. 767.84 lakhs as on March 31,2015 (March 31,2014 Rs. 767.84 lakhs). [Note 25 (b) of main financial statements].

(c) The Company has evaluated its investment in Sasken Finland Oy and Sasken Communication Technologies Mexico S. A. de C. V for the purpose of determination of potential diminution in value of investment and based on such evaluation and determination, the Company has recognized a further provision for diminution in the value of investment for the year ended March 31, 2015 amounting to Rs. 3,360.14 lakhs (March 31,2014 Nil) and Rs. 176.75 lakhs (March 31,2014 Nil) respectively. [Note 25 (c) of main financial statements].

(d) The Company has subscribed to 2,94,56,521 shares of Common Stock, USD 0.01 par value of Sasken Inc. at a price of USD 0.23 per share and paid the aggregate amount of USD 67,74,999.83 by the conversion of the existing debt owed by Sasken Inc. [Note 25(d) of main financial statements].

4. Capital and other commitments [Note 26 of main financial statements]

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) amounted to Rs. 28.21 lakhs (As at March 31,2014 Rs. 15.83 lakhs).

(b) The Company enters into foreign exchange forward contracts and option contracts to hedge its net foreign currency receivables position including its future receivables. As per the current policy of the Company, the Company takes foreign exchange forward contracts for currencies primarily denominated in the US Dollar and Euro. The Company currently does not have a foreign currency hedge in respect of its investment in subsidiaries outside India.

5. Contingent Liabilities [Note 27 of main financial statements]

Amount in Rs. lakhs As at As at Particulars March 31, March 31, 2015 2014

Bank Guarantees 8.96 10.56

Income taxes* (matters pertaining to 3,534.60 6,381.29 disputes on tax holiday benefits, transfer

pricing and disallowance of certain expenses claimed by the Company)

Indirect taxes* (includes matters 5,048.23 5,048.23 pertaining to disputes on VAT / sales tax and service tax)

* The Company is contesting the demands and based on expert advice, the management believes that its position will likely be upheld in the various appellate authorities /courts. The management believes that the ultimate outcome of this proceeding will not be adverse and such demands have been disclosed as contingent liabilities.

There are certain claims made against the Company by an investee company, which are a subject matter of arbitration proceedings. In the view of the management, such claims are frivolous and are not tenable. No provision has been made for such claims pending completion of legal proceedings as the amount of claims are currently not ascertainable.

6. The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the 'Micro, Small and Medium Enterprises Development Act, 2006 ('the Act'). Accordingly, the disclosure in respect of the amounts payable to such enterprises has been made in the financial statements based on information received and available with the Company. [Note 6 of main financial statements].

7. Based on the Special Resolution passed by the Company on November 8, 2013, the Company allotted on preferential basis 12,00,000 convertible warrants, on November 18, 2013, to Ms. Ira Bhaduri in her capacity as Trustee of Lahiri Family Trust, of which Mr.Anjan Lahiri, former Whole Time Director and CEO of the Company, is the Managing Trustee. The allottee was entitled to one equity share of Rs. 10 each of the Company for each such warrant at a price of Rs. 120.25 each and 25% of the price amounting to Rs. 360.75 lakhs was received as application money. The allottee exercised 10,40,000 options and paid Rs. 937.95 lakhs towards the balance 75% of the application money and as the proposed allotment /conversion was not to be proceeded with, this amount of Rs. 937.95 lakhs has been refunded and the stock exchanges have been informed about the non - conversion /allotment.

The Company had sought informal guidance from Securities and Exchange Board of India ("SEBI") on whether the 25% should be forfeited or can be refunded and if so, the procedural formalities in connection with that. SEBI vide its letter dated February 23, 2015 expressed its inability to issue any guidance in the matter. The Company was advised that since SEBI has not expressed any opinion despite having placed all the relevant facts and materials, the Company could proceed to effect the refund in its entirety. Accordingly the Board at its meeting held on April 13, 2015 approved refund of the application amount and the interest accrued and the whole amount was paid on April 14, 2015. [Note 33 of main financial statements].

8. During the earlier years, the Company had recognized royalty income of USD 1.67 million (Rs. 880.52 lakhs) in respect of Software Product License granted to a non - Indian licensee, who had purportedly claimed non - usage of the licensed IPR after initial acceptance, which was being contested by the Company. On June 27, 2014, an award was passed in the Company's favour, as per which the non - India licensee was directed to pay USD 31.70 million within 30 days, towards royalties and interest on unpaid royalties and the non - India licensee was also directed to continue to provide royalty reports and pay the contracted royalties on an ongoing basis.

During the year, the Company received a sum of USD 45.31 million towards royalties upto December 2014 and interest on royalties. Of the above, USD 1.67 million was adjusted towards outstanding trade receivables and the balance amount of USD 43.64 million (equivalent to Rs. 26,752.99 lakhs) was recognized as exceptional revenue. Further, in relation to the above, a provision towards employee payments amounting to Rs. 1,500.00 lakhs was recorded as an exceptional item. During the year ended March 31,2015, another arbitration proceeding has been initiated between the Party and the Company and both the parties have preferred certain claims, the amount of which is unascertainable, at present. [Note 41 of main financial statements].

9. During the year, the Company has reassessed the useful life of computers. Accordingly, the written down value of computers as at April 01,2014, is depreciated on a prospective basis over the remaining estimated useful life. This change in accounting estimate has resulted in increase in depreciation expense for the year ended March 31,2015 by Rs. 68.29 lakhs. Further, in case of computers whose useful life on such reassessment had expired as of April 01, 2014, net book value of assets of Rs. 35.89 lakhs (net of deferred tax of Rs. 18.48 lakhs) is adjusted against the surplus in the Statement of Profit and Loss as of April 01, 2014. [Note 40 of main financial statements].

10. Market value of Quoted Investments

As at March 31,2015 the aggregate market values of quoted investments is Rs. 8,916.88 lakhs (March 31,2014 Rs. 4,966.26 lakhs).

11. Comparatives [Note 43 of main financial statements]

Previous year figures have been re - grouped / re - arranged, wherever necessary to conform to the current year's presentation.


Mar 31, 2013

1. Other Notes

(a) Buy - back of Equity Shares

As per the approval of the shareholders of the Company on April 23, 2012 through postal ballot, by a special resolution, in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (as amended), the Company offered to buy - back its equity shares of face value of 710/- each, upto a maximum amount of Rs.8,648 lakhs at a maximum price of 7180/- per share from open market. After completion of regulatory formalities the Company commenced the buy - back on May 21, 2012. The Company has, during the year ended March 31, 2013, bought back 51,41,975 equity shares at an average price of 7125.07 per share, utilizing a sum of 76,431.00 lakhs (excluding brokerage etc). On account of buy - back of shares, the Company has created Capital Redemption Reserve of Rs.514.19 lakhs towards the face value of 51,41,975 shares of 710/- each by way of appropriation against General Reserve. The amount paid towards buy - back of shares, in excess of the face value, has been appropriated out of Securities Premium account. In terms of the provisions of Section 77A of the Companies Act, 1956 and SEBI (Buy Back of Securities) Regulations 1998 (as amended), the Company has extinguished 50,52,325 shares as on March 31, 2013, and the remaining 89,650 shares on April 06, 2013. Subsequent to the year - end, another 1,35,903 shares were bought back, at an average price of 7143.96 utilizing a sum of 7195.65 lakhs (excluding brokerage and other applicable taxes), before closure of the buy - back scheme by efflux of time. The Company has extinguished 92,928 shares as of April 18, 2013 and submitted the application for extinguishment for the remaining 42,975 shares.

During prior years, in terms of decision of the Board of Directors dated October 21, 2010 and in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (as amended), the Company offered to buy - back its equity shares of face value of 710/- each, upto a maximum amount of 73,454 lakhs at a maximum price of 7260/- per share from open market. The buy - back was commenced by the Company on December 2, 2010 and was closed on May 26, 2011. The Company had bought back 21,62,000 equity shares at an average price of 7159.26 per share (excluding brokerage and other taxes), utilizing a sum of 73,443.25 lakhs [Note 3 of main financial statements].

(b) The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the Micro, Small and Medium Enterprises Development Act, 2006 (‘the Act''). Accordingly, amounts payable to such enterprises as at March 31, 2013 is Rs.Nil lakhs (As at March 31, 2012 Rs.Nil lakhs) based on information received and available with the Company [Note 7 of main financial statements].

2. Included in the revenue for the year ended March 31, 2013 is an item of royalty income of Rs.880.52 lakhs in respect of Software Product License granted to a non - Indian Licensee, who has purportedly claimed non - usage of the licensed IPR after initial acceptance, which is being contested by the Company. Based on legal advice, the management is reasonably confident of collecting the dues from the customer for which necessary steps are being taken and hence no further adjustments are considered necessary at this stage [Note 41 of main financial statements].

3. Comparatives

[Note 43 of main financial statements]

Previous year figures have been re - grouped / re - arranged, wherever necessary to conform to the current year''s presentation.


Mar 31, 2012

1 Provision for Diminution in Value of Investments Rs282.48 lakhs (As at March 31, 2011 X282.48 lakhs).

2 Provision for Diminution in Value of Investments Rs13,058.38 lakhs (As at March 31, 2011 Rs13,058.38 lakhs).

3 Provision for Diminution in Value of Investments Rs767.84 lakhs (As at March 31, 2011 Rs767.84 lakhs).

4 Provision for Diminution in Value of Investments Rs1,550.00 lakhs (As at March 31, 2011 RsNil).

5 There is no specific repayment schedule for loan granted to subsidiaries.

6. Market Value of Quoted Investments

As at March 31,2012 the aggregate market value of quoted investments is Rs14,452.73 lakhs (As at March 31,2011: Rs13,821.69 lakhs).

7. Provision for taxation

The provision for taxation includes tax liabilities in India on the Company's global income as reduced by exempt incomes and any tax liabilities arising overseas on income sourced from those countries. Sasken's operations are conducted through Software Technology Parks ('STPs) and Special Economic Zones ('SEZs'). Income from STPs were tax exempt for the earlier of 10 years commencing from the fiscal year in which the unit commences software development or March 31,2011. Income from SEZs is fully tax exempt for the first 5 years, 50% exempt for the next 5 years and 50% exempt for another 5 years subject to fulfilling certain conditions [Note 36 in the Notes to accounts of main financial statements].

8. Comparatives

[Note 43 in the Notes to accounts of main financial statements]

Previous year figures have been re-grouped / re-arranged, wherever necessary to conform to the current year's presentation.


Mar 31, 2011

(a) Contingent Liabilities

Contingent liabilities towards income taxes and indirect taxes not provided for amount to Rs2,234.05 lakhs (March 31, 2010 f 1,552.70 lakhs) and Rs2,216.86 lakhs (As at March 31, 2010 Rs1,188.93 lakhs) respectively.

There are certain claims made against the Company by an investee Company, which are a subject matter of arbitration proceedings. In the view of the management of the Company such claims are frivolous and are not tenable. No provision has been made for such claims pending completion of legal proceedings as the amount of claims are currently not ascertainable [Note 4(c) in the Notes to accounts of main financial statements].

Amount in Rs lakhs

As at As at March 31, 2011 March 31, 2010

Bank Guarantees 274.03 287.35

Corporate Guarantee on behalf of subsidiaries 10,777.68 10,333.98

(c) The Company has operating leases for office premises that are (a) renewable on a periodic basis and are cancellable by giving a notice period ranging from 1 month to 6 months and (b) renewable on a periodic basis and are non-cancellable for specified periods under arrangements. Rent escalation clauses vary from contract to contract, ranging from 0% to 15%. There are no restrictions imposed on operating leases. There are no subleases [Note 12 in the Notes to accounts of main financial statements].

2. Other Notes

(a) The Company had approached the High Court of Karnataka, Bangalore to create a Business Restructuring Reserve to be carved out from Securities Premium account in terms of a Scheme under Section 391 / 394 of the Companies Act, 1956 whereby the Business Restructuring Expenses will be adjusted against the said Reserve. Pursuant to the Scheme and as approved by the High Court of Karnataka, Bangalore vide its order dated March 31, 2010, a sum of Rs14,578.08 lakhs, has been transferred from the Securities Premium Account and credited to Business Restructuring Reserve Account. Further, during the year ended March 31, 2010, impairment loss on capitalized software amounting to Rs1,519.70 lakhs, being considered as a Restructuring Expense incurred after the Appointed Date, was adjusted against the Restructuring Reserve Account.

During the year, the Company has evaluated its investment in subsidiaries and joint ventures for the purpose of determination of potential diminution in value. Based on such evaluation and considering the underlying factors including downturn in the business of Sasken Finland and the decrease in related activities / businesses, the Company has identified and recognized a provision for diminution in the value of investment in Sasken Communication Technologies Oy amounting to Rs13,058.38 lakhs. The diminution in value of such investments being considered as a Restructuring Expense incurred after the Appointed Date, i.e. April 1, 2008, has been adjusted against the Business Restructuring Reserve Account in accordance with the Scheme. Had the Scheme not prescribed the aforesaid treatment, the balances would be as under :

(b) Buy-Back of Equity Shares

In terms of decision of the Board of Directors dated October 21, 2010 and in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, the Company offered to buy-back its equity shares of face value of Rs 10/- each, upto a maximum amount of Rs3,454 lakhs at a maximum price of Rs 260/- per share from open market. After completion of regulatory formalities the Company commenced the buy-back on December 2, 2010. The Company has bought back 14,32,633 equity shares at an average price of Rs158.22 per share, utilizing a sum of Rs2,266.70 lakhs for the year ended March 31, 2011. The amount paid towards buy-back of shares, in excess of the face value, has been appropriated out of Securities Premium account. On account of buy-back of shares, the Company has created Capital Redemption Reserve of Rs143.26 lakhs towards the face value of 14,32,633 shares of Rs10/- each by way of appropriation against General Reserve.

In terms of the provisions of Section 77A of the Companies Act, 1956 and SEBI (Buy Back of Securities) Regulations, 1998, the Company has extinguished the 14,32,633 shares as on March 31, 2011.

During the buy-back period, employees have exercised 35,650 options which are pending allotment on account of buy-back of shares in line with the requirements of provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 [Note 4(i) in the Notes to accounts of main financial statements].

(c) The Company enters into foreign exchange forward contracts and option contracts to hedge its net foreign currency receivables position including its future receivables.

Effective April 1, 2010, the Company has adopted the principles of AS 30 Financial Instruments: Recognition and Measurement for forward exchange contracts that are not covered by AS 11 The effects of changes in foreign exchange rates and that relate to a firm commitment or a highly probable forecast transaction. In the previous year, the Company had accounted for such contracts in accordance with the guidance in the Announcement of Institute of Chartered Accountants of India (the ICAI) dated March 29, 2008. Had the Company accounted for these contracts in accordance with the aforesaid ICAI Announcement, Mark to Market net gain of Rs79.90 lakhs would not have been recognized in the Profit and Loss Account, consequently the profits for the year would have been lower to that extent and hedging reserve would have decreased by Rs143.98 lakhs [Note 4(d) in the Notes to accounts of main financial statements].

(d) On March 29, 2010, the Company allotted 3,00,000 convertible warrants to Mr. Rajiv C. Mody, Chairman and Managing Director and one of the Promoters of the Company, on a preferential basis on such terms and conditions as contained in the Special Resolution passed by the Company through Postal Ballot on March 15, 2010. The warrant expires at the end of 18 months from the date of issue. The allottee shall be entitled for one equity share of Rs10 each of the Company for each such warrant at a price of Rs176 each. As per the terms of allotment, 25% of the application money has been paid, which has been recorded as share application and on payment of the remaining 75% of consideration, proportionate number of shares will be allotted [Note 4(k) in the Notes to accounts of main financial statements].

(e) Based on the information available with the Company, there are no suppliers who are registered as micro, small or medium enterprises under The Micro, Small and Medium Enterprises Development Act, 2006 as at March 31, 2011 [Note 4(l) in the Notes to accounts of main financial statements].

(f) Final dividend for previous year represents dividend on shares issued post Balance Sheet date (i.e. March 31, 2010) and before the record date for Annual General Meeting [Note 4(n) in the Notes to accounts of main financial statements].

3. Market Value of Quoted Investments

As at March 31, 2011 the aggregate market values of quoted investments is Rs13,821.69 lakhs (previous year Rs14,883.11 lakhs).

4. Provision for taxation

[Note 6 in the Notes to accounts of main financial statements]

The Company is registered under the Software Technology Park Scheme and Special Economic Zone Scheme and is claiming tax benefits under Section 10A and Section 10AA of the Income Tax Act, 1961.

Tax benefits under Section 10A have not been extended beyond March 31, 2011 and accordingly deferred tax assets, where applicable, have now been recognized.

Income Tax charge includes overseas income taxes of Rs217.80 lakhs (previous year Rs349.01 lakhs).

The components of deferred tax asset are as follows:

5. The Company is engaged in the development of computer software. The production and sale of such software cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of revenue and the information as required under paragraphs 3, 4C and 4D of part II of Schedule VI to the Companies Act, 1956.

6. Comparatives

[Note 14 in the Notes to accounts of main financial statements]

Previous Year figures have been re-grouped / re-arranged, wherever necessary to conform to the current years presentation.


Mar 31, 2010

1. Other Notes

(a) The Company had approached the High Court of Karnataka, Bangalore to create a Business Restructuring Reserve to be carved out from Securities Premium account in terms of a Scheme under Section 391 / 394 of the Companies Act, 1956 whereby the Business Restructuring Expenses will be adjusted against the said Reserve. Pursuant to the Scheme and as approved by the High Court of Karnataka, Bangalore vide its order dated March 31, 2010, a sum of Rs. 14,578.08 lakhs, has been transferred from the Securities Premium Account and credited to Business Restructuring Reserve Account. Further, impairment loss on capitalized software amounting to Rs. 1,519.70 lakhs, which was charged to Profit and Loss Account in the previous year, being considered as a Restructuring Expense incurred after the Appointed Date, i.e., April 1, 2008, has been adjusted against Restructuring Reserve Account, with corresponding credit in the Profit and Loss Account Balance [Note 4 (a) in the Notes to accounts of main financial statements].

Had the Scheme not prescribed the aforesaid treatment, the balances would be as under:

(b) Buy-Back of Equity Shares

In terms of decision of the Board of Directors dated April 18, 2008 and in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, the Company offered to buy-back its equity shares of face value of Rs.10 each, upto a maximum amount of Rs.4,000 lakhs at a maximum price of Rs.260 per share from open market. The Company commenced the buy-back on September 15, 2008. During the previous year, the Company has bought back 1,449,742 equity shares at an average price of Rs. 106.80 per share, utilizing a sum of Rs.1,548.37 lakhs. The amount paid towards buy-back of shares, in excess of the face value, has been appropriated out of General Reserve.

In terms of the provisions of Section 77A of the Companies Act, 1956 and SEBI (Buy Back of Securities) Regulations, 1998, the Company has extinguished the above mentioned 1,449,742 shares as on March 31, 2009 and has created Capital Redemption Reserve of Rs.144.97 lakhs towards the face value of 1,449,742 shares of Rs. 10 each by way of appropriation against General Reserve, in previous year [Note 4 (j) in the Notes to accounts of main financial statements].

(c) Pursuant to The Institute of Chartered Accountants of Indias (ICAI) Announcement dated March 29, 2008 on "Accounting for Derivatives", the Company has, based on the principles of prudence enunciated in Accounting Standard-1 on "Disclosure of Accounting Policies", recognized mark to market losses on derivative contracts outstanding,(including forward contracts for highly probable collections), to the extent the losses are not offset by the fair value gain on the underlying hedge items. For the purpose of arriving at the net losses, on foreign currency derivative contracts, the Company has considered foreign currency derivative contracts as one portfolio. During the year ended March 31, 2010 there was a mark to market gain of Rs.799.23 lakhs, which has not been recognized in line with the ICAI announcement. In the previous year there was a mark to market loss of Rs.1,239.30 lakhs which was recognized in the Profit and Loss Account [Note 4 (I) in the Notes to accounts of main financial statements].

(d) On March 29, 2010, the Company allotted 300,000 convertible warrants to Mr. Rajiv C. Mody, Chaiman and Managing Director and one of the Promoters of the Company, on a preferential basis on such terms and conditions as contained in the Special Resolution passed by the Company through Postal Ballot on March 15,2010. The warrant expires at the end of 18 months from the date of issue. The allottee shall be entitled for one equity share of Rs.10 each of the Company for each such warrant at a price of Rs. 176 each. As per the terms of allotment, 25% of the application money has been paid, which has been recorded as share application and on payment of the remaining 75% of consideration, proportionate number of shares will be allotted [Note 4 (m) in the Notes to accounts of main financial statements].

(e) Based on the information available with the Company, there are no suppliers who are registered as micro, small or medium enterprises under The Micro, Small and Medium Enterprises Development Act, 2006 as at March 31, 2010 [Note 4 (n) in the Notes to accounts of main financial statements].

(f) The Board of Directors has recommended a final dividend of Rs.4 per share which is subject to the approval of the members at the forthcoming Annual General Meeting. While making provision for the proposed dividend, regard has been had to Regulatory Practices requiring payment of full dividend on all shares that exist on the Record Date; and, with a view to ensuring the foregoing de-facto position to fall in line with the Companys Articles of Association, Article 162 of the Articles of Association is proposed to be amended, so that the pro-ration rule will have to yield to any regulatory requirement precluding pro-ration [Note 4(p) in the Notes to accounts of main financial statements].

2. Related Party Disclosures

[Note 8 (a), 8(b), 8(c) and 8(d) in the Notes to accounts of main financial statements]

3. Market Value of Quoted Investments

As at March 31, 2010 and 2009, the aggregate market values of quoted investments are Rs. 14,883.11 lakhs and Rs.1,514.63 lakhs respectively.

4. Provision for Taxation

The Company is registered under the Software Technology Park Scheme and Special Economic Zone Scheme and is claiming tax benefits under Section 10A and Section 10AA of the Income Tax Act, 1961. Pending clarity on extension of the tax holiday period beyond March 31, 2011, the Company is not able to reliably estimate the future income against which deferred tax assets will be realized. Accordingly, as a matter of prudence, deferred tax asset has not been recognized.

Income Tax charge includes overseas income taxes and withholding taxes of Rs.349.01 lakhs (previous year Rs.1,206.97 lakhs).

Income Tax charge for the year includes Rs.Nil (Rs.88.84 lakhs for the year March 31, 2009) pertaining to earlier years. [Note 6 in the Notes to accounts of main financial statements].

5. The Company is engaged in the development of computer software. The production and sale of such software cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of revenue and the information as required under paragraphs 3, 4C and 4D of part II of Schedule VI to the Companies Act, 1956.

6. Comparatives

[Note 13 in the Notes to accounts of main financial statements]

Previous year figures have been re-grouped / re-arranged, wherever necessary to conform to the current year presentation.


Mar 31, 2003

1. Quantitative Details

b) The Company is engaged in the business of development of computer software. The production and sale of such software cannot be

expressed in any generic unit and hence, the quantitative details of such sale and the information required under paragraphs 3, and 4C of Part II of Schedule VI of the Companies Act, 1956, are not furnished.

2. Other notes

a) Research & Development expenses include Rs.206,572 (Previous year Rs.4,969,238) towards depreciation on assets used for Research & Development.

c) Estimated amount of contracts remaining to be executed on capital account (net of advances) amounted to Rs.2,867,829 (As at March 31, 2002 – Rs.51,051,920)

d) Contingent Liabilities not provided for, in respect of Letter of Credit and Bank Guarantees outstanding amount to Rs.13,017,550 (As at March 31, 2002 – Rs.7,168,875). Other contingent liabilities not provided for amount to Rs.7,645,865 (As at March 31, 2002 – Rs.3,156,844). There are certain claims made against the Company which, in the view of the management of the Company are not tenable and amounts are currently not ascertainable.

e) Realised and unrealised net exchange gain / (loss) on transactions relating to revenues, amounting to Rs.(1,273,203) (Previous year – Rs.14,666,677) are included under Revenues. Realised and unrealised net exchange gains / losses arising from other transactions are classified as Other Income / Administrative and General expenses, as appropriate.

f) Amounts due from Officers of the Company:

The Company provides interest free loan to its employees for various purposes. These loans are recoverable over a period ranging from 1 to 24 months. Officers of the Company avail loans under the same terms as applicable to other employees.

Maximum amount outstanding at any time during the year Rs.31,657 (As at March 31, 2002 Rs.135,448).

g) A Provision of Rs.57,831,480 was made during the year ended March 31, 2002 based on the Managements review of revenues recognized in an earlier year. Of this a sum of Rs.47,533,050 has been reversed in March 31, 2003 as the same is considered as no longer required, as a result of changes in conditions prevailing as of the previous year. During the year ended March 31, 2003, additional provision of Rs.17,176,580/- has been made as a matter of prudence towards potential impairment of certain receivables.

h) During the year ended March 31, 2003, the Company entered into an agreement to license its protocol stack to one of its customer for a sum of Rs.27,900,000. Simultaneously, the Company entered into an agreement to purchase software at a value of Rs.27,900,000. The Company considers this transaction to be an exchange of software products to enable testing of products at both the Companys and customers locations. For financial reporting purpose, the Company has netted off the two transactions in its books of account. The Company has also applied to the Reserve Bank of India to approve the set off of the cash flows in this transaction.

i) During the year ended March 31, 2002, the Company vacated some of the leased premises. Management determined that the leasehold improvements installed at these premises will not be used and hence, has accelerated depreciation during the year March 31, 2002 in respect of these assets. Such accelerated depreciation included in Depreciation for the year ended March 31, 2002 is Rs.18,529,533.

j) Miscellaneous expenses for the year ended March 31, 2002 include Rs.13,500,000 towards provision for anticipated losses for commitments given by the Company towards a joint venture. The Company has paid this amount in the current year.

k) Bank balances as at March 31, 2003 include cheques on hand amounting to Rs.10,222,890 (As at March 31, 2002 Rs.Nil).

l) Bank balance includes remittances in transit amounting to Rs.14,539,912 (As at March 31, 2002 Rs.Nil) and Packing Credit is net of remittances in transit amounting to Rs.45,858,059.

m) As at March 31, 2003 unutilized monies arising out of the rights issue amounting to Rs.154,276,473 is lying in the current account of the Companys bank.

n) As at March 31, 2003, foreign exchange difference arising on account of foreign exchange forward contracts entered into by the company to be recognized in the subsequent financial period amounts to Rs.2,842,949.

3. Managerial Remuneration

b) The remuneration paid to one of the Whole-time Directors of the Company, for the year ended March 31, 2003 exceeds the limits prescribed under Schedule XIII to the Companies Act, 1956 by Rs.2,952,400. The Company is in the process of obtaining the approval of the Central Government as required under Schedule XIII read with Section 269 and 309 of the Companies Act, 1956. Hence, the excess managerial remuneration of Rs.2,952,400 for the year ended March 31, 2003 is subject to the approval of the Central Government.

c) Computation of net profits Under Section 198 read with Section 349 and Section 350 of the Companies Act, 1956 for the year ended March 31, 2003.

4. Provision for Taxation

A significant portion of the Companys income is non-taxable as the Company claims deduction under section 10A of the Income Tax Act, 1961. No deferred tax asset has been recognised, as it is not virtually certain that such deferred tax asset will be realised.

Overseas income taxes (comprising of withholding taxes and overseas branch income taxes) amount to Rs.26,849,830 (net of refund of Rs.15,028,916) and Rs.28,137,104 (net of reversals of Rs.11,379,875) for the years ended March 31, 2003 and 2002 respectively.

5. Employee Stock Option Plan

The Company has two employee stock option schemes, SAS Stock Option Plan, 1997 and Sasken ESOP-2000. The details of options granted, options vested and shares issued against the exercised options are explained herein.

b) Sasken ESOP 2000

During the year ended March 31, 2001 the Company had announced a Stock Option Plan in accordance with the SEBI Guidelines for Employees Stock Option Plans. This stock option plan called ESOP-2000, was approved by the shareholders at the Extra Ordinary General Meeting of the Company held on September 22, 2000. The plan covers all employees of the Company including foreign branches, employees of the subsidiaries and holding Company including its part time / full time Directors other than the promoter directors. The Plan provides for the issue of 60 lakh shares (including the shares issued / to be issued under the FCDs as per the SAS Stock Option Plan, 1997 and the shares to be issued consequent to the exercise of the options granted under the current Plan) of Rs.5 each duly adjusted for any bonus, splits, etc. A Compensation Committee comprising of three independent directors on the Board administers the scheme.

Under ESOP-2000, stock options were granted to all employees based on the period of service with the Company, performance and potential. However, the intended response to the scheme was poor as the market value of the shares, since the grant of the stock options, has had a negative impact due to the global recession and the conditions prevailing in the capital markets. In view of this, the Company, after considering other alternatives, decided to cancel the stock options remaining unexercised as at December 31, 2002. The Compensation Committee and the Shareholders approved the cancellation of the stock options remaining unexercised w.e.f December 31, 2002.

Note: * The number of employees who were granted options, include some employees who were granted options, more than once. As such, the effective number of employees who were granted options is 1146 (**Net number of employees whose options lapsed is correspondingly 500).

Consequent to the cancellation of the stock options issued under ESOP 2000, the Company has written back the compensation cost amounting to Rs.71,462,150, recognized by it in the prior years.

The accounting value and the unamortized value of the options as at March 31, 2002 was Rs.122,637,150 and Rs.51,032,444 respectively.

6. Related Party Disclosures

a) Silicon Automation Systems, Inc (SAS Inc.) is a Company incorporated in the State of California. Both the Companies have three common directors.

During the year ended March 31, 2002, the Company imported capital goods and consumables amounting to Rs.772,702.

Amounts receivable from SAS Inc. towards advances given is Rs.Nil (As at March 31, 2002 Rs.3,450,467)

b) Silicon Automation Systems Kabushiki Kaisha (SAS Japan) a 100% owned subsidiary Company incorporated in Japan was liquidated during the year ended March 31, 2002 and converted to a Branch Office and assets of Rs.1,700,367 were transferred to the Company.

c) Remuneration paid to Key Managerial Personnel:

7. Segment Reporting

Sasken has three divisions, each focusing on different market segments Networks, Semiconductors and Terminal Devices.

The Networks division offers products and services to network equipment manufacturers and test and measurement companies. This business division focuses on software services and solutions for convergent networks in wireless, datacom and enterprise networks.

The Terminal Devices division provides software solutions to terminal equipment manufacturers including a complete suite of next generation wireless protocol stacks multimedia codecs and applications, such as MMS client, Multimedia Player and 3G 324M Videophone.

The Semiconductors division provides solutions and services to semiconductor companies, built both around Sasken IP as well as customer specific P.

During the current year the Company discontinued the operations of Internet Access Solutions division. The Internet Access Solutions division focused on developing Internet based products, applications and system software. It also provided turnkey product design services to companies engaged in designing next generation telecom equipment.

8. Previous year Figures have been Re-grouped / Re-arranged, wherever necessary

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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