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Directors Report of Sasken Technologies Ltd.

Mar 31, 2017

Board''s Report

To the Members,

The Directors have pleasure in presenting the Report on the business and operations of the Company along with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2017.

1. FINANCIAL PERFORMANCE

A summary of the Company’s financial performance in FY 2017:

Amount in Rs, lakhs

Particulars

Consolidated for the year ended March 31

Standalone for the year ended March 31

2017

2016

2017

2016

Revenue

46,894.24

48,316.74

39,045.58

40,192.40

Profit Before Interest and Depreciation

6,862.89

6,337.27

5,823.25

6,202.38

Finance Charges

9.23

18.89

-

-

Gross Profit

6,853.66

6,318.38

5,823.25

6,202.38

Provision for Depreciation

649.49

660.08

590.74

586.04

Exceptional Items Income / (Expenses)

2,025.00

23,294.27

2,025.00

23,333.27

Net Profit Before Tax

8,229.17

28,952.57

7,257.51

28,949.61

Provision for Tax

860.57

8,323.32

657.07

8,055.22

Net Profit After Tax

7,368.60

20,629.25

6,600.44

20,894.39

Balance of Profit brought forward

41,725.19

29,603.94

42,777.44

30,266.42

Balance available for appropriation

49,093.79

50,233.19

49,377.88

51,160.81

Dividend (Interim & Special) on equity shares

443.00

5,506.00

443.00

5,506.00

Dividend tax

-

921.56

-

796.93

Transfer to General Reserve

-

2,080.44

-

2,080.44

Surplus carried to Balance Sheet

48,650.79

41,725.19

48,934.88

42,777.44

(Previous year’s figures have been regrouped wherever necessary to conform to the current year’s presentation)

On a consolidated basis, your Company’s revenues from operation for the financial year 2016-17 have decreased by 2.94% in rupee terms from Rs,48,316.74 lakhs in 2015-16 to Rs,46,894.24 lakhs in 2016-17. In the current year, Software Services and Software Products contributed 96.87% and 2.78% respectively to the revenues. The net profits decreased from Rs,20,629.25 lakhs in 2015-16 to Rs,7,368.60 lakhs during the year, a decrease of 64.28%. This has translated to a Basic Earnings Per Share of Rs,41.92 in 2016-17 vs. Rs,107.14 in 2015-16.

There was no change in the nature of business of the Company and its subsidiaries.

2. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

3. DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs,4.50 per equity share of Rs,10 each for the year under review. During the year, your Company paid an interim dividend of Rs,2.50 per equity share in October 2016. This aggregates to a total dividend of Rs, 7 per equity share.

A note on transfer of shares and unclaimed dividends to Investor Education and Protection Fund has been stated in the Shareholders Information, forming part of this Annual Report.

4. BUY-BACK OF SHARES

In terms of decision of the Board of Directors (Board) dated October 27, 2016 and in accordance with the provisions of Companies Act, 2013 (Act), SEBI (Buy-back of Securities) Regulations, 1998 and pursuant to approval of the shareholders through Postal Ballot dated December 23, 2016, the Company through its Letter of Offer dated January 24, 2017 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, for an aggregate amount of up to Rs,11,763.30 lakhs from the existing shareholders of the Company under Tender Offer mechanism. The offer size represented 24.49% and 25% of the aggregate paid up capital and free reserves (including securities premium account) as per the audited standalone and consolidated financial statements of the Company as on March 31, 2016 respectively. The offer was kept open from February 3, 2017 to February 16, 2017.

Your Company bought back 6,09,699 equity shares at Rs,410 per equity share and extinguished the same by March 7, 2017.

5. SCHEME OF AMALGAMATION

The Board at its meeting held on September 14, 2015 decided to amalgamate Sasken Network Engineering Limited (SNEL), the wholly owned subsidiary with your Company. The appointed date for the proposed scheme was April 1, 2015. After getting appropriate approvals, SNEL filed a petition in the Hon’ble High Court of Karnataka on April 30, 2016. After several hearings and filing of reports by the concerned authorities, the matter was posted for hearing on December 9, 2016. The Ministry of Corporate Affairs vide notification dated December 7, 2016 transferred all pending proceedings before the High Court to National Company Law Tribunal (NCLT) effective December 15, 2016.

In the interim, your Directors recommended another round of buy-back of shares in their meeting held on October 27, 2016. As per Regulation 19(2) of SEBI (Buy-back of Securities) Regulations, 1998, “no public announcement of Buy-back shall be made during the pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Act”. On November 23, 2016, your Company completed dispatching postal ballot notice to its shareholders seeking approval for buy-back of shares through Tender Offer Mechanism.

As there was a possibility for further adjournment of matter and left with no choice, SNEL filed a Memo through its Counsels in the Hon’ble High Court for withdrawing the petition with a liberty to revive the Scheme at the same stage at which it was withdrawn, within twelve (12) months from this date or three (3) months of closure of the buy-back proposed by the Company, whichever is earlier. The Hon’ble High Court at its hearing on December 9, 2016, permitted SNEL to withdraw the petition with a liberty to file it afresh at an appropriate stage, if so necessary and so advised.

Your Company completed buy-back of shares on March 7, 2017 and thereafter, SNEL filed an application in the Hon’ble High Court of Karnataka for recalling its Order dated December 9, 2016 and transferring the proceedings to NCLT, Bengaluru Bench. This matter is under consideration of the Hon’ble High Court.

6. BUSINESS OUTLOOK, ECONOMIC & REGULATORY SCENARIO AND OPPORTUNITIES

The markets in which your Company operates continues to be in a rapid state of evolution due to advancement in technologies that drive and shape Computing, Connectivity, Security, Social Media, Mobility, Analytics and the Cloud among others.

Competition remains intense and a wave of ‘Creative Destruction’, where legacy is challenged by new entrants, as envisioned by renowned economist Joseph Schumpeter, seems to be the only constant. Digital technologies have resulted in creating market discontinuities and have impacted sectors ranging from Automotive, Industrial Automation, Semiconductors, Communication & Consumer, Manufacturing, Financial Services and other sectors. A wave of consolidation will continue as newer entrants, especially unicorns (highly-valued start-ups) fuelled by an entrepreneurial spirit, backed by high investments in R&D and access to capital turn into predators. Value is clearly shifting to enterprises that have the ability to surf the digital tide and leverage business analytics, augmented / virtual reality, security and the Internet of Things (IoT).

The consensus view of a leading strategy consultants and conversations with our marquee customers confirm that there is significant headroom for growth in the key verticals we operate in viz. Automotive, Communications and Consumer (Retail), Semiconductors, Industrial Automation.

Our two-pronged thrust includes Product Engineering Services and Digital Transformation Services. Our service portfolios focuses on enabling our customers efficiently and effectively manage any part of or the entire portion of the product development life cycle. Our customers highly value our three-decade experience, engineering competence, penchant to solve complex problems and the ease with which they are able to engage us.

In the Digital Transformation space, we capitalize on our expertise in connectivity & computing and combine it with cognitive elements such as data-driven and contextual decision-making.

We have a blueprint which we internally call our 5 x 5 vision that provides us an actionable roadmap to align our capability with that of our customer and market needs. Our organization is structured along key verticals (Business Lines - BLs), and each one of them is led by a person with deep insights on the trends and implications for the industry vertical. The BLs are supported by a robust technology practice that creates compelling solutions in response to the needs of a vertical. Our global delivery organization has expertise in executing programs across multiple geographies combining the capabilities in both hardware and software.

Thus, we believe that as a Company we are well positioned to profit from these winds of change. Our ability to offer the entire stack of services from ‘Chip to Cognitive’ is highly differentiated.

NASSCOM, India''s reputed trade body, estimates that Global ER&D (we are interchangeably using Engineering Research & Development - ER&D with Product Engineering Services - PES) spend continues to grow albeit at modest levels. Hyper competition is driving the growth of distributed development thereby providing an impetus to increase global outsourcing. Outsourcing helps enterprises bridge capacity and capability gaps. NASSCOM estimates that the ‘global sourcing of ER&D experienced double-digit growth of 11% over 2015 to reach USD 80 billion’. India enjoys a head start of being a globally preferred destination for providing PES, which accounts for about a third of outsourced spends.

Fuelling this growth is an increase in the use of embedded systems, the evolution of underlying hardware & software platforms and the application ecosystem. Your Company is well poised to service the needs of global leaders across several verticals who are leading the charge to unlock the world of opportunity caused by digital disruption.

From inception, we have built ourselves as an organization that has silicon expertise at its very core. Semiconductor companies today deliver sophisticated platforms that enable rapid product development to enhance their competitive advantage. The increasing complexity in peripheral and enabling technologies has driven them to take a collaborative approach to platform development. Our range of silicon offerings includes IC Design, Hardware, Platform, Silicon Verification and Validation. These services enable our customers focus on their core while we provide services such as integration of our and / or third-party solutions, perform extensive testing of the final product to ensure a zero-defect launch.

In the current year we have worked on several engagements including next-generation automotive chipsets that comply with exacting automotive standards for reliability. In other engagements, we have supported semiconductor vendors deliver low power design targeting - wearable’s, IoT devices, or edge devices such as smart home gateways. We have supported various chipset vendors in porting operating systems (Linux, Android, Windows) on their new chipsets and have extended the Life Cycle of end-of-life chipsets.

In the Communication & Consumer space, we have proven our leadership in the Android ecosystem for the last several years. Your Company has enabled several Smartphone Original Equipment Manufacturers (OEMs) as well as Rugged Industrial Device OEMs launch new devices as well as upgrade their existing devices to “Marshmallow” and “Nougat” releases of Android. Our services enable Rugged Device OEMs support critical applications such as enterprise asset management, among others. This requires integration of multiple technologies that help automate and streamline logistic processes. In addition, our automation framework provides critical testing services to global leaders in the rugged devices space.

The connected auto, safety and autonomous driving themes continue to dominate the automotive industry. While rapid strides have been made in the area of connected in-vehicle services and telemetric, there is still a long distance to go before autonomous driving becomes a reality. Consumers continue to seek a better and safer driving experience and are fuelling a demand for systems that provide intuitive feedback, real-time information access and less distractive infotainment delivery. Today automakers look beyond simplistic audio-video systems and focus on providing a centralized infotainment system that enhances ‘the driving experience’. OEMs provide a personalized experience that enables drivers seamlessly connect with both personal & professional spaces and be safer than ever before.

We continue to deliver automotive solutions which enable faster time to market for Tier 1 OEMs, most of whom are our customers. Some of our offerings include Platform Development, In-Vehicle Infotainment systems, enhancement of multimedia and connectivity options to support content playback, telematics, Advanced Driver Assistance System, etc.

In the industrial automation space, we are strengthening our existing engagements. We have helped our customer enhance the communication efficiency of a robotic assembly system. We believe this is a growth market and will emerge as a key vertical for us in the near to medium term.

For a more detailed discussion of our areas of business, please refer to the Technology and Markets section.

7. SHARE CAPITAL

During the year, your Company bought back 6,09,699 equity shares under Tender Offer Mechanism. Consequently, the issued, subscribed and paid-up capital of the Company decreased from 1,77,19,813 equity shares of ''10 each as at April 1, 2016 to 1,71,10,114 equity shares of ''10 each as at March 31, 2017.

7.1. Sasken Employees’ Share Based Incentive Plan 2016

Your Company continues the philosophy of encouraging senior leaders in the Company to be partners in the growth of your organization.

During the year, your Company formulated a new Plan / Scheme viz. Sasken Employees’ Share Based Incentive Plan 2016 (Incentive Plan 2016) under the SEBI (Share Based Employee Benefits) Regulations, 2014, enabling your Company to grant up to a maximum of 8,85,900 options / Stock Appreciation Rights / Restricted Stock Units / other Stock Based Instruments, as may be formulated by SEBI from time to time, in any combination and in accordance with the applicable provisions of law.

Your Company will seek in-principle approval of the Stock Exchanges for the Incentive Plan 2016 at an appropriate time. Therefore, we have not made any disclosure at this stage under SEBI (Share Based Employee Benefits) Regulations, 2014 and the same will be made as and when the Incentive Plan 2016 is implemented.

8. DEPOSITS

Your Company has neither accepted nor renewed any deposit during the year. As such, no amount of principal and / or interest is outstanding as on the Balance Sheet date.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure A”.

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

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

Your Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and actions taken thereon are reported to the Audit Committee.

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

12. CORPORATE SOCIAL RESPONSIBILITY

Your Company has in place a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. The details of the CSR Policy and the Annual Report on CSR activities as prescribed under the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as “Annexure B”.

From the beginning, your Company has always believed in being a conscientious and caring organization that aims to serving the communities it is part of. Built on this belief system, your Company has leveraged its expertise in technology for the betterment of the underprivileged sections of society.

Your Company has supported Self Employed Women''s Association (SEWA), a renowned organization dedicated to serving underprivileged women and enabling them to earn a livelihood. Our young team of engineers have tirelessly worked to create ‘m-Bachat’ (Sasken digital Transaction Enablement Platform) in Anand and Kheda district of Gujarat, which enables the SEWA workforce to automate and digitize the micro banking transactions of SEWA Bank. This goes a long way in enhancing the trustworthiness and convenience of banking services provided to the underserved. This solution leverages your Company’s strength in the mobility and computing domains and has been developed to run on Android devices. The application supports an intuitive bilingual user interface that can readily be used by semi-literate women. This solution has positively impacted the livelihood of the poorest of the poor in both urban and remote locations.

Anand and Kheda districts have successfully gone live with the m-Bachat solution since April 2016. Six other districts namely Aravalli, Chhota Udepur, Kutch, Mehsana, Patan and Surendranagar have progressively gone live between July - October 2016.

Your Company is currently involved in building new features to enhance the m-Bachat system.

Since February 2017, your Company has also been involved in developing a pilot solution for SEWA''s membership management. The MMS pilot solution has gone live in a short span of time much to the delight of SEWA since March 6, 2017. It is currently in use to manage the membership renewal of 12,062 SEWA members across the districts of Anand, Mehsana and Sabarkantha in Gujarat.

In Belagavadi, a rural village about 80 kms from Bengaluru, life has changed for villagers after your Company had successfully electrified about 220 households. A village that was affected by frequent load-shedding, which on an average is about 6 hours a day, is now having a huge sigh of relief. Your Company, in association with IIT Madras, Bengaluru Electricity Supply Company Limited (BESCOM) and Rural Electrification Corporation (REC), has electrified households in Belagavadi, with the Solar DC Inverter less technology. All the installations were completed by February 15, 2017.

Your Company has on January 3, 2017 constituted a Trust under the name and style “Sasken Foundation” for exclusively undertaking CSR activities of your Company.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism / whistle blower policy for Directors and employees to report their genuine concerns, which is reviewed and updated from time to time. The said policy is available on the Company''s website (www.sasken.com / investors).

14. DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

Dr. Ashok Jhunjhunwala, an Independent Director, resigned from the Board of your Company on January 30, 2017 and Mr. Krishna J. Jhaveri ceased to be a Whole Time Director effective March 15, 2017. Your Company places on record its appreciation for the valuable services and guidance rendered by them during their tenure.

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. Jyotindra B. Mody and Dr. G. Venkatesh retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible offer themselves for re-appointment.

14.1. Board Evaluation

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually and the Board Committees.

The Nomination & Remuneration Committee has laid down the evaluation framework for assessing the performance of Directors comprising the following key areas:

a) Attendance in meetings of the Board and its Committees.

b) Quality of contribution to Board deliberations.

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

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

e) Commitment to shareholder and other stakeholder interests.

14.2. Board independence

Definition of ‘Independent Director’ is referred in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Directors are Independent:

a) Mr. Bansi S. Mehta

b) Mr. Bharat V. Patel

c) Prof. J. Ramachandran

d) Mr. Sanjay M. Shah

e) Mr. Sunirmal Talukdar

14.3. Nomination & Remuneration Policy

Your Company has a Nomination & Remuneration policy for selection and appointment of Directors, Senior Management and fixing their remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(4) of the Act. The said policy and composition of the Nomination and Remuneration Committee have been stated in the Corporate Governance Report.

14.4. Meetings of the Board and its Committees

The details of (a) the meetings of the Board and its Committees held during the year; and (b) composition and terms of reference of the Committees are detailed in the Corporate Governance Report.

14.5. Code of conduct

The Board has approved a Code of Business Conduct (Code) which is applicable to the Members of the Board and employees. The Code has been posted on the Company’s website (www.sasken.com / investors). The Code lays down the standard of conduct which is expected to be followed by the Directors and designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

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

15. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b) accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended March 31, 2017;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

16. SUBSIDIARY COMPANIES & JOINT VENTURES

Your Company has one wholly owned subsidiary in India and four wholly owned subsidiaries overseas. During the financial year ended March 31, 2017, your Company had disinvested its holding in the joint venture company viz. Connect Technology Solutions Private Limited.

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

In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and consolidated financial statements have been placed on the Company''s website (www.sasken.com / investors). Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have been placed on the Company''s website (www.sasken.com / investors). Members interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company’s registered office address.

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

Your Company does not have any material unlisted Indian subsidiary companies. The policy for determining ‘material subsidiaries’ has been disclosed on Company''s website (www.sasken.com / investors).

Sasken Network Engineering Limited has filed an application with the Hon’ble High Court of Karnataka for amalgamating itself with your Company (the holding company).

17. AUDITORS

17.1. Statutory Auditors and Statutory Auditors’ Report

Your Company''s Auditors, M/s. S. R. Batliboi & Associates, LLP, Chartered Accountants (ICAI Firm Registration No.101049 W / E-300004) were appointed at the last AGM to hold office until the conclusion of the forthcoming AGM. However, vide their letter dated April 19, 2017 they have expressed their inability to continue as Statutory Auditors of your Company up to the conclusion of the forthcoming AGM. The Board thus appointed M/s. B S R & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 116231 W / W - 100024) as Statutory Auditors of your Company in the casual vacancy caused by the said resignation effective April 19, 2017 till the conclusion of the forthcoming AGM and have sought approval of members to appoint them for the aforesaid period.

Pursuant to the provisions of Section 139 of the Act and Rules framed there under, as amended, it is mandatory to rotate the Statutory Auditors on completion of maximum term as provided therein. The Board on April 19, 2017, has recommended appointment of M/s. B S R & Associates LLP, Chartered Accountants as Statutory Auditors of the Company and to hold office for a period of up to 5 consecutive years from the conclusion of the 29th AGM till the conclusion of the 34th AGM, subject to ratification of their appointment by the shareholders at every AGM.

Your Company has obtained consent of M/s. B S R & Associates LLP and a certificate in accordance with Section 139, 141 and other applicable provisions of the Act to the effect that their appointment, if made, shall be in accordance with the conditions prescribed and that they are eligible to hold office as Statutory Auditors of the Company, subject to approval of the members in the forthcoming AGM.

Necessary resolution has been provided in the AGM notice seeking approval of members.

There are no qualifications, reservations or adverse remarks made by M/s. S. R. Batliboi & Associates, LLP, Statutory Auditors, in their Report.

17.2. Secretarial Auditor and Secretarial Auditor Report

Pursuant to the provisions of Section 204 of the Act and Rules framed there under, as amended, your Company appointed Mr. Ranganatha Rao Vittal, Practicing Company Secretary to undertake Secretarial Audit of the Company. The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed herewith as “Annexure C”.

There are no qualifications, reservations or adverse remarks in his Report.

18. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company is committed towards maintaining high standards of Governance. The Report on Corporate Governance as stipulated under Schedule V of the Listing Regulations, shareholders information together with a Corporate Governance Compliance Certificate from Mr. Ranganatha Rao Vittal, Practicing Company Secretary confirming compliance, forms an integral part of this Report which is annexed herewith as “Annexure D”.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the Listing Regulations, is given separately forming part of this Annual Report.

20. RELATED PARTY TRANSACTIONS

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

Your Company has in place a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. This policy has been approved by the Board and is available on the Company’s website (www.sasken.com / investors).

Since there have been no materially significant contracts / arrangements / transactions with related parties, disclosure under Form No. AOC-2 is not applicable.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are certain on-going litigations / disputes in the normal course of business. However, there are no significant and / or material orders passed by the Regulators / Courts having a material impact on the operations of the Company during the year under review.

22. PATENTS

Your Company has always encouraged its employees to generate intellectual property in terms of patents to derive benefit from innovation.

Your Company has filed for a patent on a method for human detection in this year at Indian patent office and will be filing it at US patent office shortly

During the year, your Company has obtained the following new patents:

1. Indian Patent No. 274332: Method and system for automatic gain control of a speech signal.

2. Patent No. US 20130259229 A1: User managed number privacy and call accessibility.

3. Indian Patent No. 277841: System and method for echo cancellation.

A total of 56 patents have been granted to your Company till now.

23. QUALITY CERTIFICATIONS ISO 14001:2004

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

ISO / IEC 27001:2013

Your Company is certified for ISO / IEC 27001:2013 [Information Security Management System Standard]. This is important for assuring our stakeholders (like Customers, Partners, Vendors, Investors and Employees) of our commitment in protecting their information assets and Intellectual Properties (IPs), as well as sensitizing all employees about importance of confidentiality, integrity and availability of information assets of our stakeholders.

ISO 9001:2008

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

CMMI - Dev - V1.3 - ML3

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

24. CONSOLIDATED FINANCIAL STATEMENTS

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

25. EXTRACT OF ANNUAL RETURN

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

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure F1”.

A statement containing names of employees employed throughout the financial year and in receipt of remuneration of Rs,102 lakhs or more, or if employed for part of the year and in receipt of Rs, 8.50 lakhs or more per month, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure F2”.

27. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Bengaluru Rajiv C. Mody

April 19, 2017 Chairman & Managing Director


Mar 31, 2016

To the Members,

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

1. FINANCIAL PERFORMANCE

A summary of the Company''s financial performance in 2016:

(Rs. in lakhs)

Particulars

Consolidated for the year ended March 31

Standalone for the year ended March 31

2016

2015

2016

2015

Revenue

48,316.74

42,800.99

40,192.40

34,676.38

Profit Before Interest and Depreciation

6,337.27

5,418.34

6,202.38

4,705.87

Finance Charges

18.89

13.87

-

-

Gross Profit

6,318.38

5,404.47

6,202.38

4,705.87

Provision for Depreciation

660.08

1,119.76

586.04

1,039.23

Exceptional Items Income/(Expenses)

23,294.27

17,333.30

23,333.27

21,716.10

Net Profit Before Tax

28,952.57

21,618.01

28,949.61

25,382.74

Provision for Tax

8,323.32

9,661.57

8,055.22

9,503.70

Net Profit After Tax

20,629.25

11,956.44

20,894.39

15,879.04

Balance of Profit brought forward

29,603.94

25,970.49

30,266.42

22,573.20

Balance available for appropriation

50,233.19

37,926.93

51,160.81

38,452.24

Retained Earnings Adjustment

-

36.46

-

35.89

Dividend (Interim & Special) on equity shares

5,506.00

5,757.94

5,506.00

5,757.94

Dividend tax

921.56

940.69

796.93

804.09

Transfer to General Reserve

2,080.44

1,587.90

2,080.44

1,587.90

Surplus carried to Balance Sheet

41,725.19

29,603.94

42,777.44

30,266.42

(Previous year''s figures have been regrouped wherever necessary to conform to the current year''s presentation)

On a consolidated basis, your Company''s revenues from operation for the financial year 2015-16 have increased by 12.89% in rupee terms from Rs.42,800.99 lakhs in 2014-15 to Rs.48,316.74 lakhs in 2015-16. In the current year, Software Services, including Network Engineering Services contributed 95.22% to the revenues, while the Software Products revenues contributed 4.15%. The net profits increased from Rs.11,956.44 lakhs in FY 15 to Rs.20,629.25 lakhs during the year, an increase of 72.53%. This has translated to a Basic Earnings Per Share of Rs.107.14 in 2015-16 vs. Rs.56.11 in 2014-15.

There was no change in the nature of business of the Company, its subsidiaries and JV''s.

2. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

3. DIVIDEND:

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

4. BUY-BACK OF SHARES

In terms of decision of the Board of Directors (Board) dated April 23, 2015 and in accordance with the provisions of Companies Act,

2013 (the Act) and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 and with the approval of shareholders by Postal Ballot on June 25, 2015, the Company had offered to buy-back 41,57,000 fully paid up equity shares of Rs.10 each, at a price of Rs.260 per share for an aggregate amount of up to Rs.10,808.20 lakhs from the existing shareholders of the Company under Tender Offer mechanism. The offer size was 19.48% of the aggregate paid up capital and free reserves of the Company as at March 31,

2015. The offer was kept open from August 10, 2015 to August 24, 2015. Your Company has bought back 36,56,560 equity shares representing 87.96% of the issue size and extinguished all the shares bought under buy-back on September 4, 2015.

5. SCHEME OF AMALGAMATION

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

6. BUSINESS OUTLOOK, ECONOMIC & REGULATORY SCENARIO AND OPPORTUNITIES

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

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

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

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

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

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

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

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

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

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

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

For a more detailed discussion of our areas of business, please refer to the Technology and Markets section.

Litigation

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

7. SHARE CAPITAL

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

7.1. Employees Stock Option Plan (ESOP) - 2006

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

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

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

8. DEPOSITS

Your Company has neither accepted nor renewed any deposit during the year. As such, no amount of principal and / or interest is outstanding as on the balance sheet date.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure B”.

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

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

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

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

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

12. CORPORATE SOCIAL RESPONSIBILITY

Your Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. The details of the CSR Policy and the annual report on CSR activities as prescribed under the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as “Annexure C”.

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

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

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

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

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

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

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

14. DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

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

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

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

14.1. Board Evaluation

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually and the Committees.

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

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

b) Quality of contribution to Board deliberations.

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

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

e) Commitment to shareholder and other stakeholder interests.

14.2. Board independence

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

a) Dr. Ashok Jhunjhunwala

b) Mr. Bansi S. Mehta

c) Mr. Bharat V Patel

d) Prof. J. Ramachandran

e) Mr. Sanjay M. Shah

f) Mr. Sunirmal Talukdar

14.3. Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act. The Remuneration Policy and the composition of the said Committee have been stated in the Corporate Governance Report.

14.4. Meetings of the Board and its Committees

The details of (a) the meetings of the Board and its Committees and (b) composition and terms of reference of the Committees are detailed in the Corporate Governance Report.

14.5. Code of conduct

The Board has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company''s website (www.sasken.com/investors). The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

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

15. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b) accounting policies have been selected and applied consistently and, judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended March 31, 2016;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

16. SUBSIDIARY COMPANIES & JOINT VENTURES

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

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

In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company (www.sasken.com/investors). Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies and joint venture have also been placed on the website of the Company (www.sasken.com/investors). Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

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

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

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

17. AUDITORS

17.1. Statutory Auditors and Statutory Audit Report

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

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors, in their report.

17.2. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. K. Rajshekar, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Practicing Company Secretary has submitted his report which is annexed herewith as “Annexure D”.

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

18. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

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

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the Listing Regulations is given separately forming part of this Annual Report.

20. RELATED PARTY TRANSACTIONS

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

The Company has in place a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. This policy has been approved by the Board and is available on the website of the Company (www.sasken.com/investors).

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

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are certain on-going litigations / disputes in the normal course of business. However, there are no significant and / or material orders passed by the Regulators / Courts having a material impact on the operations of the Company during the year under review.

22. AWARDS

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

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

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

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

23. PATENTS

US

India

Applied#

59

32

Granted

35

8

Abandoned

10

8

Pending

10

16

Sold

4

-

Granted since last report

-

-

# includes provisional patents

24. QUALITY CERTIFICATIONS

ISO 14001:2004

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

ISO/IEC 27001:2013

Sasken is certified for ISO/IEC 27001:2013 [Information Security Management System Standard]. This is important for assuring our stakeholders (like Customers, Partners, Vendors, Investors and Employees) of our commitment in protecting their information assets and Intellectual Properties (IPs), as well as sensitizing all employees about importance of confidentiality, integrity and availability of information assets of our stakeholders.

ISO 9001:2008

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

CMMI-Dev-V1.3-ML3

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

25. CONSOLIDATED FINANCIAL STATEMENTS

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

26. EXTRACT OF ANNUAL RETURN

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

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ‘‘Annexure H1”.

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

28. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Bengaluru Rajiv C. Mody

April 22, 2016 Chairman & Managing Director


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Report on the business and operations of the Company along with the Abridged Standalone and Unabridged Consolidated Audited Accounts for the financial year ended March 31,2015.

1. FINANCIAL PERFORMANCE

A summary of the Company's financial performance in 2015:

(Rs. in lakhs)

Consolidated for the year Particulars ended March 31

2015 2014

Revenue 42,800.99 45,802.93

Profit Before Interest and 5,418.34 8,491.72 Depreciation

Finance Charges 13.87 20.25

Gross Profit 5,404.47 8,471.47

Provision for Depreciation 1,119.76 1,254.22

Exceptional Items Income 17,333.30 - / (Expenses)

Net Profit Before Tax 21,618.01 7,217.25

Provision for Tax 9,661.57 2,070.08

Net Profit After Tax 11,956.44 5,147.17

Balance of Profit brought 25,970.49 28,977.32 forward Balance available for appropriation 37,926.93 34,124.49

Retained Earnings Adjustment 36.46 -

Proposed Dividend on Equity Shares 960.52 -

Interim dividend (including Special 4,797.42 6,807.81 dividend)

Dividend Tax 940.69 732.81

Transfer to General Reserve 1,587.90 613.38

Surplus carried to Balance Sheet 29,603.94 25,970.49

Particulars Standalone for the year ended March 31

2015 2014 Revenue 34,676.38 35,393.20 Profit Before Interest and Depreciation 4,705.87 9,583.67

Finance Charges - - Gross Profit 4,705.87 9,583.67 Provision for Depreciation 1,039.23 953.32 Exceptional Items Income / (Expenses) 21,716.10 (1,197.39)

Net Profit Before Tax 25,382.74 7,432.96 Provision for Tax 9,503.70 1,639.83 Net Profit After Tax 15,879.04 5,793.13 Balance of Profit brought forward 22,573.20 24,794.52 Balance available for appropriation 38,452.24 30,587.65 Retained Earnings Adjustment 35.89 - Proposed Dividend on Equity Shares 960.52 - Interim dividend (including Special dividend) 4,797.42 6,807.81

Dividend Tax 804.09 627.33 Transfer to General Reserve 1,587.90 579.31 Surplus carried to Balance Sheet 30,266.42 22,573.20

(Previous year's figures have been regrouped wherever necessary to conform to the current year's presentation)

On a consolidated basis, your Company's revenues from operation for the financial year 2014-15 have decreased by 6.55% in rupee terms, from Rs. 45,802.93 lakhs in 2013-14 to Rs. 42,800.99 lakhs in 2014-15. In the current year, Software Services, including Network Engineering Services contributed 96.71% to the revenues, while the Software Products revenues contributed 2.77%. The net profits increased from Rs. 5,147.17 lakhs in FY14 to Rs. 11,956.44 lakhs during the year, an increase of 232.29%. This has translated to a Basic Earnings Per Share of Rs. 56.11 in 2014-15 vs Rs. 24.36 in 2013-14.

There was no change in the nature of business of the Company, its subsidiaries and JV's.

2. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

3. DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 4.50 per equity share of face value of Rs. 10 each for the year under review. During the year, your Company paid an interim dividend of Rs. 2.50 per equity share and special dividend of Rs. 20 per equity share. The total dividend for the year ended March 31,2015 would be Rs. 27 per equity share.

4. BUY - BACK OF SHARES

In terms of decision of the Board of Directors (Board) dated April 23, 2015 and in accordance with the provisions of Companies Act, 2013 and the Securities and Exchange Board of India (Buy - back) Regulations, 1988 and with the approval of shareholders by Postal Ballot on June 25, 2015, the Company has offered to buy - back 41,57,000 fully paid up equity shares of Rs. 10 each, at a price of Rs. 260 per share for an aggregate amount of up to Rs. 10,808.20 lakhs from the existing shareholders of the Company under Tender Offer mechanism. The offer size represents 19.48% of the aggregate paid up capital and free reserves of the Company as at March 31,2015.

5. BUSINESS OUTLOOK, ECONOMIC & REGULATORY SCENARIO AND OPPORTUNITIES

The transformation of business operations across all industry - standard verticals has been buoyed by the platformization of businesses. This has meant traditional businesses coming under attack by new entrants. Enterprises that have embraced platforms have seen their valuation skyrocket irrespective of the vertical they operate in or the consumer segments they serve. This has been made possible by the evolution of information technology (IT) from being a passive infrastructure to becoming a strategic asset.

In order to better service the immense market opportunities that we see, we have revectored our go - to - market approach that judiciously combines a geo - focus in conjunction with customer engagement models. Our thrust areas include pursuing opportunities arising from Global In - House Centers (GICs) in India, proximity development centers of global OEMs, and delivering the work entrusted to us through a prudent choice of our global development centers.

At Sasken, we are continuing to build on our intended strategy of leveraging our deep expertise in product engineering and embedded systems to help transform the enterprise landscape. We have started making headway in this journey and have successfully engaged both entrenched companies and challengers in diverse areas such as retail, insurance, consumer and automotive electronics. Additionally with strong heritage in designing semiconductors, which form the substratum of products and networks, your Company is able to engage in the early phase of the product development lifecycle. Our ability to provide comprehensive services from stack2app (stack to application) combined with our semiconductor expertise, places us among forerunners who can help businesses profit from this wave of platformization.

The Internet of Things (IoT) has captured the imagination of industry leaders worldwide and has become the focal point of future development initiatives. Consensus industry estimates places the IoT to emerge from its current nascent state to become a multi - trillion dollar industry by 2020. Sasken has embarked upon several initiatives to develop distinct proof - of - concepts to demonstrate its ability to put together solutions that center around the IoT space.

For example, Sasken has designed an IoT - based energy management solution that aims to provide a simple and intelligent system. It combines sensing, communication, control, cloud and analytics to realize a reliable, efficient and cost effective solution to corporates and households. The board design, system integration, analytics, device communication protocol have been developed in - house by ConnectM (a Sasken and IDG Ventures company). In similar vein, we have built solutions that use a combination of wearable technology and IoT to address sports and retail industries. While the role of IoT in transforming our pursuits in the professional and personal space seems promising, the monetization opportunities will evolve over time.

In the cusp of embedded and IT, we have worked toward enabling independent software vendors (ISVs), who are using communication technologies, to transform the way logistic management can improve both efficient management of inventory and customer service. In our traditional embedded business, we have further strengthened our position of being a pioneer in providing product - engineering services by helping our customers launch a slew of products that are truly innovative. These include, among others, the services we have rendered to help smart devices leverage near - field communications (NFC) for micro payments; railway communication systems exploit the power of newer architectures for Base Transceiver Systems. In the coming years, we will endeavor to retain the momentum and enhance customer traction across both the embedded and IT markets.

For a more detailed discussion of our areas of business, please refer to the Technology and Markets section.

Litigation

Sasken received arbitration award in its favour on June 27, 2014. The award recognizes that the agreement between the parties is in full force and as a result, the Non - Indian Licensee was directed to pay Sasken royalties and interest on unpaid royalties as per the contract. Further, the Arbitrator had directed the said party to continue to provide royalty reports and pay the contracted royalties on an ongoing basis. During the financial year, Sasken collected around Rs. 276 crores against the contract pursuant to the award.

6. SHARE CAPITAL

The paid up equity share as on March 31,2015 was Rs. 21,34,48,730. During the year, your Company issued and allotted 67,300 equity shares to eligible employees on exercise of options granted under Employee Stock Option Plan - 2006. Consequently, the issued, subscribed and paid-up capital of the Company increased from 2,12,77,573 equity shares to 2,13,44,873 equity shares of Rs. 10 each.

6.1. Employees Stock Option Plan (ESOP) - 2006

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

As on March 31,2015, there were 54,000 options outstanding with the employees. There are 16,58,700 unissued options as on March 31,2015.

The details required under SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme), Guidelines 1999, as on March 31,2015, is annexed herewith as "Annexure A".

6.2. Warrants issued to Lahiri Family Trust

Based on the Special Resolution passed by the Company on November 8, 2013, your 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 has been 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 has 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 as in its opinion, the matter for which guidance sought was not in compliance of para 8 of the Scheme. 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 same was paid on April 14, 2015.

7. DEPOSITS

Your Company has neither accepted nor renewed any deposit during the year. As such, no amount of principal and / or interest is outstanding as on the Balance Sheet date.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (the "Act") are given in the notes to the Financial Statements.

9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B".

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

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

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

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

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

11. CORPORATE SOCIAL RESPONSIBILITY

Your Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. The details of the CSR Policy and the annual report on CSR activities as prescribed under the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as "Annexure C".

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

SEWA requested your Company for the development of an application and support system that would facilitate SEWA members in automating their savings and credit management activity. Based on the requirement of SEWA members to automate its existing manual processes in the savings and credit management activity, your Company using its software development expertise decided to support SEWA by independently developing the solution to make a difference to the rural women groups in Gujarat who are members of SEWA, thus fulfilling its Corporate Social Responsibility as well. Accordingly, your Company has started developing a solution known as KenSEWA that would include an Android smartphone application and associated server application ("Solution") and financing the Project.

In July 2014, the pilot phase of the Project was started for 21 groups in Anand District of Gujarat. All manual processes related to the Project would be ceased and the Solution alone would be used by end of July, 2016. The financial support both in cash or in kind shall be provided by your Company till December 2015 under its CSR activities.

Your Company had allocated Rs. 91.81 lakhs towards CSR for the year 2014-15 and spent Rs. 69.86 lakhs as above, thus utilized 76% of the amount. Your Company is in the process of identifying suitable projects and will carry out the CSR activities once this is firmed up. During the year, your Company had participated in other charitable events, contributed to a Research Project as well as to the local welfare association. As these expenditures were not part of the items detailed in the CSR Policy, your Company has not recognized the same in its reporting.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

13. DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

Mr. Anjan Lahiri, Whole Time Director & CEO, resigned from the Board of your Company on September 23, 2014 and Mr. Deepak Harlalka, Independent Director, resigned from the Board on January 12, 2015.

Dr. G. Venkatesh, ceased to be a Whole Time Director with effect from January 19, 2015 and continues on the Board as a Non - Executive Director.

In accordance with the provisions of the Act and in terms of the Memorandum and Articles of Association of the Company, Mr. J.B. Mody and Dr. G. Venkatesh retire by rotation and are eligible for re - appointment.

13.1 Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India under Clause 49 of the Listing Agreement.

A comprehensive questionnaire was sent to all the Directors seeking inputs from them on various aspects and the performance of the Board was evaluated by the Board accordingly.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non - independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and Non - Executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

13.2 Board independence

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Act. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Act : -

1. Dr. Ashok Jhunjhunwala

2. Mr. Bansi S. Mehta

3. Mr. Bharat V Patel

4. Mr. Kiran S. Karnik

5. Prof. J. Ramachandran

6. Mr. Sanjay M. Shah

Details of the familiarization programme of the Independent Directors is available on the website of the Company (www.sasken.com/investors/corPorate-governance).

13.3 Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act. The Remuneration Policy and the composition of the Nomination and Remuneration Committee have been stated in the Corporate Governance Report.

13.4 Meetings of the Board and its Committees

The details of the meeting of the Board and its Committees are detailed in the Corporate Governance Report.

13.5 Committees of the Board

During the year, in accordance with the Act, the Board re - constituted some of its Committees and also formed a Corporate Social Responsibility Committee and Risk Management Committee. The composition and terms of reference of all the Committees are detailed in the Corporate Governance Report.

13.6 Code of conduct

The Board has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company's website (www.sasken.com/investors/corporate-governance). The Code lays down the standard of conduct which is expected to be followed by the Directors and the employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

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

Details of the Committees along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report.

14. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) accounting policies have been selected and applied consistently and, judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended March 31,2015;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

15. SUBSIDIARY COMPANIES & JOINT VENTURES

The Company has one wholly owned subsidiary in India and four wholly owned subsidiaries overseas and one Joint Venture viz. ConnectM Technology Solutions Pvt. Ltd. During the year, Sasken Network Solutions Inc., the wholly owned subsidiary of Sasken Network Engineering Ltd. was liquidated on April 17, 2014.

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

In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company (www.sasken.com/investors). Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies and joint venture have also been placed on the website of the Company (www.sasken.com/investors). Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office.

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

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

16. AUDITORS

16.1. Statutory Auditors

The Company's Auditors, M/s. S.R. Batliboi & Co., LLP, were appointed for a period of three years at the last Annual General Meeting held on September 22, 2014. However, vide letter dated July 20, 2015 they have expressed their inability to continue as auditors of your Company, in view of the internal restructuring by them. The Board has appointed M/s. S.R. Batliboi & Associates, LLP as auditors of your Company. They have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder for appointment as Statutory Auditors of the Company. Both M/s. S.R. Batliboi & Co. LLP and M/s. S.R. Batliboi & Associates LLP are members of the same network of firms of S.R. Batliboi & Affiiliates. As required under Section 139 of the Act, a resolution is being placed before the shareholders at this Annual General Meeting for their appointment.

16.2. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. J. Sundharesan & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Practicing Company Secretaries have submitted their report of the Secretarial Audit conducted by them which is annexed herewith as "Annexure D".

17. COMMENTS ON AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. S.R. Batliboi & Co. LLP, Statutory Auditors, in their report and by M/s. J. Sundharesan & Associates, Practicing Company Secretaries, in their secretarial audit report.

18. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, shareholders information together with Corporate Governance Compliance Certificate, forms an integral part of this Report which is annexed herewith as "Annexure E".

19. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is given separately, forming part of this Annual Report.

20. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business.

The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. This policy has been approved by the Board and is available on the website of the Company (www.sasken.com/investors/corporate- governance).

None of the Directors has any pecuniary relationships or transactions with the Company.

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

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are certain on - going litigations / disputes in the normal course of business. However, there are no significant and / or material orders passed by the courts against your Company. No orders were passed by the Regulators against your Company during the year under review.

22. AWARDS

In terms of global rankings, Zinnov - a leading independent consultant - in its Global Service Provider Rating - 2014, has placed Sasken in the Established zone. Sasken stands amongst the leading providers in automotive and consumer electronics with headway in industrial automation, outsourced software product development in consumer software. According to the rankings, Sasken is a market leader in semiconductors and telecommunications verticals.

As forerunners in bringing innovative solutions to the market, Sasken's latest patent uses a combination of pattern and unique code, which provide a method to identify and authenticate shipment of goods. While this will go a long way in making transactions more transparent and easy to execute, it will also help Sasken and others in creating relevant solutions for retail, manufacturing and shipping industries.

Sasken has been awarded by Tektronix Communications for Service Excellence. This award recognizes Sasken's outstanding performance throughout the engagement with Tektronix and their view of Sasken as a trusted partner.

23. PATENTS

US India

Applied# 58 29

Granted 35 11

Abandoned 10 8

Pending 9 13

Sold 4 -

Granted since last report 1 1

# includes divisional patents

24. QUALITY CERTIFICATIONS ISO 14001:2004

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

ISO/IEC 27001:2005

Sasken is certified for ISO/IEC 27001:2005 [Information Security Management System Standard]. This is important for assuring our stakeholders (like Customers, Partners, Vendors, Investors and Employees) of our commitment in protecting their information assets and Intellectual Properties (IPs), as well as sensitizing all employees about importance of confidentiality, integrity and availability of information assets of our stakeholders.

TL 9000 R5.5/R5.0 (including ISO 9001:2008)

Sasken is certified for Quality Management System Standards - TL9000 R5.5/R5.0 which by definition includes the ISO 9001:2008 (QMS - Quality Management System) requirements and in addition telecom domain specific measurement and documentation requirements which helps to maintain consistent quality of deliverables within agreed timelines and budget to its valued customers.

CMMI - Dev - V1.3 - ML3

Sasken's quality management system is formally assessed at CMMI - Dev - V1.3 - ML3 in May - 2014. This provides the infrastructure and stability necessary to deal with an ever - changing world and to maximize the productivity of people and the use of technology to be competitive.

25. CONSOLIDATED FINANCIAL STATEMENTS

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

26. EXTRACT OF ANNUAL RETURN

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

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure H1".

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

28. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Place : Bengaluru Rajiv C. Mody Date : July 20, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Report on the business and operations of the Company along with the Abridged Standalone and Unabridged Consolidated Audited Accounts for the financial year ended March 31, 2014.

Result of Operations (Consolidated) - Extract

(Amount in Rs lakhs) Year ended Year ended Particulars March 31,2014 March 31,2013

Revenues 45,802.93 47,483.08

Expenses 41,718.40 45,232.57

Net Operating Profit 4,084.53 2,250.51

Interest Expenses 20.25 41.34

Non - operating Income,net 3,152.97 1,763.70

Profit before Income Taxes 7,217.25 3,972.87

Income Taxes Expense, net 2,070.08 776.94

Profit after Tax 5,147.17 3,195.93

Appropriation:

Proposed Equity Dividend 319.16 939.61

Interim Dividend 1,168.89 601.11

Special Dividend 5,310.00 -

Dividend Tax 731.15 257.21

(Previous year''s figures have been regrouped wherever necessary to conform to the current year''s presentation).

Your Company''s revenues from operation for the financial year 2013 - 14 have decreased by 3.54% in rupee terms, from Rs.47,483.08 lakhs in 2012 - 13 to Rs.45,802.93 lakhs in 2013 - 14. In the current year, Software Services, including Network Engineering Services contributed 95.33% to the revenues, while the Software Products revenues contributed 4.20%. The net profits increased from Rs.3,195.93 lakhs in FY13 to Rs.5,147.17 lakhs during the year, an increase of 61.05%. This has translated to a Basic Earnings Per Share of Rs.24.36 in 2013 - 14 vs. Rs.13.26 in 2012-13.

Dividend

In celebration of its 25th year since incorporation, your Company paid a Special Dividend of 250% (Rs.25 per equity share) in two tranches, viz. 25% (Rs.2.50 per equity share) in October 2013 and 225% (Rs.22.50 per equity share) in January 2014. Your Company had also paid two interim dividends of 25% (Rs.2.50 per equity share) in October 2013 and 30% (Rs.3 per equity share) in April 2014. The Board has now recommended a final dividend of 15% (Rs.1.50 per equity share), thus making the total dividend of 320% (Rs.32 per equity share) for the year.

Industry Structure and Developments

Sasken continues to operate in the embedded research and development space, addressing verticals such as semiconductor, mobile devices, network equipment, data communication equipment, satellite, automotive and consumer electronics.

Building on our undisputed leadership in understanding mobility related technologies and track record of successfully executing several product development projects, we have made a modest but significant entry in the IT Services segment. The changing landscape in the IT world provides us an excellent opportunity to bring in fresh perspectives in the form of a productized approach to several areas including application development, data services and infrastructure management. The entire gamut of enterprises spanning from retail, insurance, independent software vendors among others are in the midst of piloting or implementing their digital strategies.

With effect from April 2014, Sasken has reorganized its business unit structure to better align with the market. It will now focus on two key business segments, Communication & Devices and IT Services and four practices consisting of ER&D Practice, Testing Practice, Applications and Data Services Practice and the Infrastructure Practice.

The Communication & Devices Business Unit will not only continue to focus on its traditional business of embedded communications through the ER&D practice capability, but expand the addressable market by bringing the capabilities of the new practices to this customer segment. This business unit will work with Tier 1 Device OEMs, Network OEMs, Semiconductor vendors and other enterprises in the communications and devices ecosystem.

The IT Services Business Unit will leverage Sasken''s deep entrenchment in building products and devices and bring product development capability to the enterprise IT customers with cutting edge technology capabilities, particularly the tremendous depth in mobile technologies, combined with industry domain knowledge. This business unit will focus on the BFSI and Retail industry segments.

The ability to connect all the dots in complex product design, backed by our comprehensive range of hardware R&D services covering all lifecycle stages of the product development is unparalleled. These capabilities have been built and refined over two decades and enriched with partnerships to provide spec - to - product engineering services to customers. Sasken''s customers have been able to reduce time - to - market and accelerate product development cycles and derive greater value from their ER&D outsourced dollars. We will continue to relentlessly focus on growing our domain knowledge to retain our technology leadership and the ability to offer the most comprehensive suite of ER&D services. For a more detailed discussion of our areas of business, please refer to the Technology and Markets section.

Litigation

Sasken partnered with a Chinese chipset company, to jointly develop a TDSCDMA protocol stack under an Agreement signed in 2005 (''Agreement''). The TDSCDMA protocol stack is a vital software subsystem that manages the core communication aspects of mobile phones. This TDSCDMA stack was largely developed using the W - CDMA protocol stack, which is Sasken''s IPR, and was very critical for the timely and successful development of the TDSCDMA protocol stack. This has resulted in significant time - to - market advantage, huge revenue and profitability for the customer. Pursuant largely to this contribution by Sasken, the customer has become a market leader with a significant portion of its business coming from the TDSCDMA chipset space. The company was acquired by a China state owned enterprise at a valuation of $ 1.7bn.

The contractual arrangement between the parties required the customer to pay agreed royalties for every chipset sold. Accordingly, royalties were paid to Sasken from 2009 onwards; however the payments were abruptly stopped from the beginning of 2012. Whilst the customer contended that it no longer used TDSCDMA protocol stacks in the chipsets being sold, Sasken believed that the customer continued to rely on our software. Left with no option of recovering the royalty payments, Sasken was forced to tread the arbitration route to seek relief.

Sasken approached the American Arbitration Association''s (AAA) International Centre for Dispute Resolution and the matter was heard by a single arbitrator appointed by the Parties before the AAA. The hearings have now been concluded on February 26, 2014 and Sasken is expecting to receive a favorable award.

Employees Stock Option Plan (ESOP)

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

ESOP 2006 Scheme

As on March 31, 2014, there were 1,88,800 options outstanding with the employees including Directors. There are 15,91,200 unissued options as on March 31, 2014.

The details required under SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme), Guidelines 1999, as on March 31, 2014 are given in Annexure 1 forming part of this Report. The said Annexure 1 also includes new grants made under the Scheme during the year ended March 31, 2014.

Corporate Social Responsibility (CSR)

Sasken has been sensitive to the needs of the community and the importance of being a good corporate citizen. For a number of years, Sasken has embarked upon several initiatives that support local communities in various spheres. Additionally, Sasken employees have on their own volition, worked towards ameliorating the quality of life and living conditions in the communities we work in.

The areas that we have actively engaged in, during the last year include supporting Non - Government Organizations in initiatives targeted to the welfare of child care, differently abled and victims of natural calamities and disasters. Recognizing the need for providing timely help to those in need of blood, we have organized site - wide blood donation drives. We have also put in place, a mechanism to respond and fulfill in a timely manner, any urgent requirements for blood. Some of the initiatives where we have made a difference include:

- Uttarakhand relief fund in association with Goonj: We drove a collection drive at our premise for clothing, footwear, food grains and medical supplies. This was sent to the victims of the recent floods in Uttarakhand.

- Uttarakhand on - the - ground support: A team of volunteers was sponsored by the Company to visit lood hit areas and provide timely and much needed assistance for rehabilitation of the victims.

- We participated in an ''Under the stars'' in support of raising awareness and attracting funds towards several hundreds of homeless fellow citizens.

- In partnership with Sambhav Foundation and Karunalaya Social Welfare Society, we organized a week long initiative called ''Wish a Tree''. This initiative helped make dreams come true for orphan children by employees providing them with books, toys and clothes. Our employees also spent quality time interacting with these children.

- Sasken sponsored a cultural program for Snehadeep, an NGO for the visually challenged.

Our exuberant and youthful workforce participated in several public initiatives in support of various causes. They also raised substantial funds towards noble causes. Some of the initiatives include:

- At the TCS World 10K 2013, Sasken supported Vathsalya, an NGO which focuses on foster care for abandoned children.

- Employees participated in the Chennai Walkathon with National Federation of the Blind, to raise awareness of the needs of the visually challenged.

- At the Contour run, Sasken demonstrated its support to ASHA, a not-for-proit organization dedicated to supporting the education of underprivileged children.

- Our employees in Chennai participated in the Chennai Wipro Marathon and partnered with United way of Chennai, an organization that promotes volunteerism in community and social development projects.

Sasken continues to run the ''Prakruti Mela'' through the year. This event provides a platform for environment friendly product vendors to showcase sustainable, eco - friendly and ethically produced products.

As a responsible Corporate Citizen, Sasken is committed to contributing to the society, environment and community. We committed to continuing the same and making a difference in a humble way.

Awards

Sasken is always striving to be best in its category! We at Sasken cherish all our triumphs, be it internal or external, individual victories or those as an entire organization. One of the signiicant win in the year is that of Mr. Swami Krishnan, our Chief Marketing Oficer was named one of India''s 50 Most Talented CMO''s, instituted by The Chief Marketing Officer (CMO) Council'', India along with the World Brand Council.

Yet again, Sasken''s Annual Report 2012 - 13 was recognized by the League of American Communications Professionals (LACP). Your Annual Report bagged the Platinum Award and was rated at number two, globally.

Patents

US India Other Countries Acquired Applied# 58 29 9 -

Granted 34 11 1 1

Abandoned 8 7 4 -

Pending 12 11 4 -

Sold 4 - - -

Owned 27 11 1 1

Granted since last report 1 1 - -

- Includes divisional patents

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Directors adhere to the standards set out by the Securities and Exchange Board of India''s (SEBI) Corporate Governance practices and accordingly have implemented all the major stipulations prescribed. Your Company''s Corporate Governance Compliance Certificate dated April 25, 2014 in line with Clause 49 of the Stock Exchange Listing Agreement is given in Annexure 2 forming part of this Report.

Directors'' Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act 1956, your Directors subscribe to the ''Directors'' Responsibility Statement'' and confirm that:

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- The Directors have taken proper and suficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the annual accounts on a going concern basis.

Subsidiary Companies

During the year, (a) Sasken Communication Technologies Oy, was merged with its wholly owned subsidiary, viz. Sasken Finland Oy effective April 1, 2014 and (b) Sasken Japan KK was liquidated on November 18, 2013.

As required under Accounting Standard 21, Consolidated Financial Statements incorporate the results of the following subsidiary companies, viz. (a) Sasken Network Engineering Limited (b) Sasken Network Solutions Inc., USA (c) Sasken Communication Technologies Mexico S.A. de C.V. (d) Sasken Communication Technologies (Shanghai) Co. Ltd., (e) Sasken Finland Oy and (f) Sasken Inc., USA.

In terms of the general permission granted by the Central Government to all companies vide General Circular No. 3 / 2011 dated February 21, 2011, the audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection by any investor at the registered office of your Company and that of the subsidiary companies. Investors who want to have a copy of the above may write to the Company Secretary at the registered office.

Directors

Mr. Pranabh D. Mody and Mr. Krishna J. Jhaveri retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re - appointment.

Remuneration payable to Executive Directors is detailed in the notice convening the Annual General Meeting for members'' approval.

It is also proposed to appoint Mr. Bansi S. Mehta, Prof. J. Ramachandran, Mr. Bharat V. Patel, Dr. Ashok Jhunjhunwala, Mr. Sanjay M. Shah and Mr. Kiran S. Karnik as Independent Directors under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for 5 consecutive years for a term up to the 31st Annual General Meeting of the Company to be held in the calendar year 2019.

Conservation of Energy, Technology Absorption and Foreign Exchange Outgo

Annexure 3 forming part of this Report gives information in accordance with the provisions of Section 217(1)E of the Companies Act, 1956 and with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo.

Directors'' Report (Contd.)

ISO 14001:2004

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

ISO / IEC 27001:2005

Sasken is Information Security Management System - ISO / IEC 27001:2005 certified. This is important for assuring our stakeholders (like Customers, Partners, Vendors, Investors and Employees) of our commitment in protecting their information assets and Intellectual Properties (IPs), as well as sensitizing all employees about importance of confidentiality, integrity and availability of information assets of our stakeholders.

TL 9000 R5.0 / R4.5 (including ISO 9001:2008)

Sasken is certified for Quality Management System Standards - TL9000 R5.0 / R4.5 which by definition includes the ISO 9001:2008 (QMS - Quality Management System) requirements and in addition telecom domain specific measurement and documentation requirements which helps to maintain consistent quality of deliverables within agreed timelines and budget to its valued customers.

Particulars of Employees

We present abridged accounts under Section 219 of the Companies Act, 1956. Pursuant to the Rules and Forms read with Section 219 of the Companies Act, 1956, the particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 have not been provided. However, these particulars are available for inspection at the Registered Ofice of the Company and upon written request from a shareholder, we will arrange to mail these details. It may be noted that such particulars will not include details of employees of the Company posted and working outside India as per the relevant rules.

Deposits

Your Company has neither accepted nor renewed any deposits during the year. As such, no amount of principal and / or interest is outstanding as on the Balance Sheet date.

Auditors

M/s. S.R. Batliboi & Co. LLP, retire at the forthcoming Annual General Meeting and have confirmed their eligibility for re - appointment.

Acknowledgement

Your Directors place on record their appreciation of co - operation and support extended by customers, shareholders, vendors, bankers and all governmental and statutory agencies. Your Directors thank the employees for their valuable contribution during the year and look forward to their continued support.

For and on behalf of the Board of Directors

Place : Bangalore Rajiv C. Mody Date : April 25, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors have pleasure in presenting the Report on the business and operations of the Company along with the Abridged Standalone and Unabridged Consolidated Audited Accounts for the financial year ended March 31, 2013.

Result of Operations (Consolidated) - Extract

(Amount in Rs.lakhs) Year ended Year ended

Particulars March 31, 2013 March 31, 2012

Revenues 47,483.08 51,995.83

Expenses 45,233.20 46,581.67

Net Operating Profit 2,249.88 5,414.16

Interest Expenses 41.34 60.36

Non - operating Income, net 1,764.33 2,640.99

Profit before Income Taxes 3,972.87 7,994.79

Income Taxes Expense, net 776.94 1,593.99

Profit after Tax 3,195.93 6,400.80

Appropriation:

Proposed Equity Dividend 939.61 1,170.51

Interim Dividend 601.11 644.39

Dividend Tax 257.21 294.43

(Previous year''s figures have been regrouped wherever necessary to conform to the current year''s presentation)

The economic uncertainty of the preceding years coupled with tremendous changes in the communications industry continued to pose challenges to us in the fiscal year. Our resilience has been tested to the fullest extent as we had to rebuild revenues lost on account of ramp downs that we witnessed in some of our major customer engagements. While we won business that helped compensate for the decline in revenue, we are yet to post year on year growth. Consequent to this we have also seen a decline in margins and the management is taking all action in its control to address the need for profitable growth.

Your Company''s revenues from operation for the financial year 2012 - 13 have decreased by 8.68% in rupee terms, from Rs.51,995.83 lakhs in 2011 - 12 to Rs.47,483.08 lakhs in 2012 - 13. In the current year, Software Services, including Network Engineering Services contributed 93.74% to the revenues, while the Software Products revenues contributed 5.78%. The net profits decreased from Rs.6,400.80 lakhs in FY12 to Rs.3,195.93 lakhs during the year, a decline of 50.07%. This has translated to a Basic Earnings Per Share of Rs.13.26 in 2012 - 13 vs. Rs.24.82 in 2011 - 12.

Industry Structure and Developments

We operate in a wide range of industry verticals including, semiconductor, mobile handsets (Smartphones and devices), network equipment, data communication equipment, satellite, automotive and consumer electronics. In addition to these verticals, we are now capitalizing on the increasing adoption of SoLoMo (Social, Location, Mobile) by retail, healthcare, manufacturing, logistics and Machine - to - Machine communication markets.

R&D investments continue to be under pressure as we are still facing economic uncertainty that has resulted in low growth in key markets such as the US and Europe. Emerging markets are becoming increasingly attractive for most corporations to focus their efforts to try and bolster their revenue growth. A review of the industry carried out by Booz in conjunction with NASSCOM estimates that sectors like automotive and hi - technology verticals such as computer electronics and computing systems will drive moderate growth in engineering R&D spends. Countries like India and China are the preferred destinations for outsourcing engineering R&D services. This is driven partly by the attractiveness of domestic markets and the ability to serve African and Latin American markets.

The areas in which we operate are witnessing intense competition, high churn in technology, reconstitution of market segments and dramatic change in consumer preferences. These changes result in rapid product obsolescence, fuelling the need for OEMs to constantly innovate. OEMs struggle to keep pace with these changes in the light of tightening of R&D budgets and the demands to increase the return on every R&D dollar spent. OEMs therefore seek both capacity and capability support from the vendors they outsource services to. Capacity continues to be a problem as the supply of qualified engineers capable of working on cutting edge technologies remains limited. Augmenting capability is critical as no company can keep pace with the multitude of changes that is impacting its product development process.

Booz - NASSCOM estimate of global R&D outsourcing stands at $90 billion per annum, expected to be reached by 2020 with about 50% of this expected to be serviced out of India. Automotive, consumer electronics and telecommunications will constitute over one half of this R&D spend. Despite the strong entrenchment of global innovation centers, OEMs are expected to adopt a hybrid model and will continue to partner those who have demonstrated vertical specialization.

Zinnov, a reputed independent consultant, has in its Global Service Provider Rating - 2012 placed Sasken in the leadership zone in the Telecommunications vertical. On an overall basis, Sasken has been rated as being an established service provider of niche services and is also acknowledged to be well positioned in other verticals like Consumer Electronics and SemiconductoRs.

Opportunities

Growth in the telecommunications industry is driven by the adoption of mobile wireless as a predominant means of communication for both narrow band and broad band services. Industry researches estimate that the mobile subscriptions should touch 7 million globally. Despite several pressures, telecommunications carrier revenue is expected to top $2 trillion driven by the increased adoption of mobile broadband services.

After a few years of sluggish capital spend by the telecommunication service providers, we are likely to see a modest growth in investments which are expected to cross the $300 billion mark. The sale of mobile devices including feature phones and smartphones are a shade under 2 billion. The fierce competition in this area combined with the rapid evolution of hardware and mobile OSs is increasing the R&D intensity among handset vendoRs.

We see opportunities in providing in-car infotainment systems that offer enhanced connectivity and seamless integration of multiple smart devices carried by driver and passengeRs. Low power design that enhance battery life, support for multi core processors that segregate applications based on computing intensity need are fueling the growth in Semiconductor area. Feature phone manufacturers are driving down costs to never-before levels, which is driving the need for cost effective R&D.

The battle for supremacy in mobile operating systems for Smartphones will only intensify due to the new entrants, like Tizen from the Linux foundation and B2G from Firefox. We will be able to consolidate on our leadership position in the Android and Windows OS environment and extend the same to cover the open systems players as well.

Corporate ER&D spend is based on ER&D spend of top 2000 firms globally from verticals included in deep dives; accounts for approximately 55-60 percent of total corporate spend

Note: Additional verticals not included here are retail, pharmaceuticals, chemicals, biotechnology, software, agriculture, finance/ services, consumer/household goods, mining, forestry, etc.

''Includes industrial automation and construction/infrastructure, which account for 1 per cent each of corporate ER&D spend Source: Bloomberg data, Booz & Company Innovation 1000 database, Booz IC, Booz & Company Analysis

R&D spending by vertical

We are addressing the engineering R&D outsourcing needs for four out of the top eleven segments which contribute to almost 50% of the global R&D outsourcing budgets. The investments we have made in creating competencies in the areas of semiconductor design, wireless technologies including protocol stacks, multimedia subsystems, middleware and firmware will favourably position us as a partner of choice in these verticals. We will continue to enjoy good traction in automotive, consumer electronics, telecommunications, semiconductor segments and make inroads into new segments like retail and healthcare.

We continue to execute our strategy of broad basing our market coverage by successfully winning and delivering business from market adjacencies where mobile and wireless are becoming a critical component of the product / services portfolio. We have made investments that have enabled the creation of a robust and scalable internal training engine which helps us continuously deepen the technology quotient of our engineeRs.

In this, our 25th year since incorporation, we are confident that the marquee customers we partner with and the single minded focus we have maintained will be an asset in positioning as the preferred engineering R&D service provider across the entire product development lifecycle.

Dividend

Your Company paid an interim dividend of 25% (72.50 per equity share) in November 2012 and the Board recommends a final dividend of 45% (74.50 per equity share) thus making the total dividend of 70% (77.00 per equity share) for the year.

Buy - back of Shares

Pursuant to the decision of the Board of Directors dated February 16, 2012 and with the approval of shareholders by Postal Ballot on April 23, 2012, 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 710 each, up to a maximum amount of 78,648 lakhs at a maximum price of 7180 per share from open market through Stock Exchanges. The Company commenced the buy - back on May 21, 2012 and as of March 31, 2013, had bought back 51,41,975 equity shares at an average price of 7125.07 (excluding brokerage and other taxes), utilizing a sum of 76,431.00 lakhs.

During the period April 1, 2013 to April 22, 2013, your Company purchased 1,35,903 equity shares at an average price of 7143.96 (excluding brokerage and other taxes), utilizing a sum of 7195.65 lakhs. Due to efflux of time and at the end of one year from the date of shareholders'' approval for buy - back, the buy - back was closed on April 22, 2013.

Overall, your Company bought back 52,77,878 equity shares at an average price of 7125.56 per share (excluding brokerage and other taxes), utilizing a sum of 76,626.65 lakhs. 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, all the shares bought back have been extinguished.

Employees Stock Option Plan (ESOP)

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

ESOP 2006 Scheme

As on March 31, 2013, there were 8,30,800 options outstanding with the employees including DirectoRs. There are 13,49,600 unissued options as on March 31, 2013.

The details required under SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme), Guidelines 1999, as on March 31, 2013 are given in Annexure 1 forming part of this Report. The said Annexure 1 also includes new grants made under the Scheme during the year ended March 31, 2013.

ESOP 2000 Scheme

No new grants were made under this Scheme during the year ended March 31, 2013. 10,242 options that were outstanding with employees lapsed during FY 2013.

Corporate Social Responsibility (CSR)

As a responsible Corporate Citizen, Sasken is committed to contributing to the society, environment and community. The focus areas in which we strive to ‘Make a Difference to Everyone'' are service to community, environment, differently abled citizens, children, underprivileged and academia. Sasken translates this into action by providing financial and non - financial support, as well as extending and encouraging volunteer participation in CSR initiatives.

For over several years, your Company has supported Vathsalya Charitable Trust, an NGO, working for the welfare of orphan children. Sasken supports their monthly medical expenses. Besides, we also extend our support to other non - governmental voluntary organizations on a case - to - case basis.

In the last year, many Sasians have become involved in fitness and marathons and now this interest is manifesting itself into CSR efforts on their part. So far, a considerable number of employees have been involved in marathon events organized country - wide and helped raise money and other resources for NGOs and independent initiatives.

At Sasken, we attempt and often succeed in our concentrated efforts of "Making a Difference" in all of our activities and initiatives. Most recently, we organized a Walkathon with a group of Visually Challenged as part of "Joy of Giving", helping the NGO - Snehadeep Trust promote themselves and gain visibility for the cause. We also organized a daylong event at our premises for children from "Bubbles Centre for Autism", with an aim to create awareness on autism. At our facility in Hyderabad, we invited a group of under privileged children from Saraswatii Shishu Mandir for a half day program where we organized several engaging activities for them. In Pune, as part of our CSR activities, a group of employees visited Prerana Bhavan a home for HIV infected kids, mentally challenged people and destitute women and spent time interacting with them.

As a contribution towards the environment, we had also conducted a "Car Free Day" and witnessed a substantial response for the campaign. On a regular basis, we host Blood Donation Camps and awareness programs on AIDS and Cancer.

Prakruti Community'' is another unique program that your Company has been committed to. The community consists of a group of 20 people, constituted by key stakeholders from the IT, Facilities and Marketing (from a communications perspective) who focus on specific environment centric activities and how we can become more sustainable. Once a quarter, Prakruti holds initiatives and effective campaigns and provide continuous improvement through regular design reviews. The team is constantly involved in conceiving innovative ways in which the organization can move towards becoming socially more responsible. We also host the ‘Prakruti Mela'', during which we invite environment friendly product vendors to our corporate facility in Bangalore and organize a fair.

Awards

Your Company is always striving to be the best in its category! We at Sasken cherish all our triumphs, be it internal or external, individual victories or those as an entire organization. A significant win in the year was Sasken''s Annual Report 2012 won the Gold Award at the League of American Communications Professionals in the Global Communications Category.

Patents

Your Company owns several patterns in the sphere of its activities. Following is a snapshot:

US India Other Countries Acquired

Applied# 55 28 9

Granted 32 11 1 1

Abandoned 7 4 3 -

Pending 12 13 5

Sold 4

Owned 27 11 1 1

Granted since last report 11



- Includes divisional patents

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Directors adhere to the standards set out by the Securities and Exchange Board of India''s (SEBI) Corporate Governance practices and accordingly have implemented all the major stipulations prescribed. Your Company''s Corporate Governance Compliance Certificate dated April 27, 2013 in line with Clause 49 of the Stock Exchange Listing Agreement is given in Annexure 2 forming part of this Report.

Directors'' Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act 1956, your Directors subscribe to the Directors'' Responsibility Statement and confirm that:

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the annual accounts on a going concern basis.

Subsidiary Companies

As required under Accounting Standard 21, Consolidated Financial Statements incorporate the results of the following subsidiary companies, viz. (a) Sasken Network Engineering Limited (b) Sasken Network Solutions Inc., (c) Sasken Communication Technologies Mexico S.A. de C.V. (d) Sasken Communication Technologies (Shanghai) Co. Ltd., (e) Sasken Communication Technologies Oy (f) Sasken Finland Oy (g) Sasken Inc. and (h) Sasken Japan KK.

In terms of the general permission granted by the Central Government to all companies vide General Circular Nos. 2/2011 and 3/2011 dated February 8 and 21, 2011 respectively, the audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection by any investor at the registered office of your Company and that of the subsidiary companies. Investors who want to have a copy of the above may write to the Company Secretary at the registered office.

Directors

Dr. G. Venkatesh, Ms. Neeta S. Revankar and Mr. Kiran S. Karnik retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re - appointment. The Governance & Nomination Committee of the Board of your Company has recommended their re - appointment for consideration of the ShareholdeRs.

Remuneration payable to Executive Directors is detailed in the notice convening the Annual General Meeting for members'' approval.

Conservation of Energy, Technology Absorption and foreign Exchange Outgo

Annexure 3 forming part of this Report gives information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 and with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo.

Compliance with International Standards Organization

ISO 14001:2004

Sasken is compliant with the Environmental Management System Standard - ISO 14001:2004. Sasken is committed to contribute towards environment management, being a responsible corporate member of the communities in which it operates. This reaffirms your Company as a responsible corporate citizen.

ISO / IEC 27001:2005

Sasken adheres to the Information Security Management System - ISO / IEC 27001:2005. This is important for assuring our stakeholders (like Customers, Partners, Vendors, Investors and Employees) of our commitment in protecting their information assets and Intellectual Properties (IPs), as well as sensitizing all employees about importance of confidentiality, integrity and availability of information assets of our stakeholdeRs.

TL 9000 R5.0 / R4.5 (including ISO 9001:2008)

Sasken is compliant with the telecom industry specific Quality Management System Standard - TL 9000 R5.0 / R4.5 which by definition includes the ISO 9001:2008 (QMS - Quality Management System) requirements and in addition telecom domain specific measurement and documentation requirements which helps to maintain consistent quality of deliverables within agreed timelines and budget to its valued customeRs.

Particulars of Employees

We present abridged accounts under Section 219 of the Companies Act, 1956. Pursuant to the Rules and Forms read with Section 219 of the Companies Act, 1956, the particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 have not been provided. However, these particulars are available for inspection at the Registered Office of the Company and upon written request from a shareholder, we will arrange to mail these details. It may be noted that such particulars will not include details of employees of the Company posted and working outside India as per the relevant rules.

Deposits

Your Company has neither accepted nor renewed any deposits during the year. As such, no amount of principal and / or interest is outstanding as on the Balance Sheet date.

Auditors

M/s. S.R. Batliboi & Co. auditors of the Company have informed that their firm has been converted into a Limited Liability Partnership with effect from April 1, 2013 and they are now known as M/s. S. R. Batliboi & Co. LLP.

M/s. S.R. Batliboi & Co. LLP, retire at the forthcoming Annual General Meeting and have confirmed their eligibility for re - appointment.

Acknowledgement

Your Directors place on record their appreciation of co - operation and support extended by customers, shareholders, vendors, bankers and all governmental and statutory agencies. Your Directors thank the employees for their valuable contribution during the year and look forward to their continued support.

For and on behalf of the Board of Directors

Place : Bangalore Rajiv C. Mody

Date : April 27, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Report on the business and operations of the Company along with the Abridged Standalone and Unabridged Consolidated Audited Accounts for the financial year ended March 31, 2012.

Result of Operations (Consolidated) - Extract

Amount in Rs lakhs

Particulars Year ended Year ended March 31,2012 March 31,2011

Revenues 51,995.83 54,637.97

Expenses 46,581.67 48,249.36

Net Operating profit 5,414.16 6,388.61

Interest Expenses 60.36 113.35

Provision for diminution in the value of investment, net - (45.30)

Non-operating Income, net 2,640.99 1,800.22

Profit before Income Taxes 7,994.79 8,120.78

Income Tax Expense, net 1,593.99 792.59

Profit After Tax 6,400.80 7,328.19

Appropriation:

Proposed Equity Dividend 1,170.51 1,154.96

Interim Dividend 644.39 690.46

Dividend Tax 294.43 303.69

(Previous year's figures have been regrouped wherever necessary to conform to the current year's presentation)

Your Company's revenues from operations for the financial year 2011 -12 have decreased by 4.84% in rupee terms, from Rs54,637.97 lakhs in 2010-11 to Rs51,995.83 lakhs in 2011 -12. In the current year, Software Services, including Network Engineering Services contributed 91.4% to the revenues, while the Software Products revenues contributed 7.6%. The net profits decreased from Rs7,328.19 lakhs in FY11 to Rs6,400.80 lakhs during the year, a decline of 12.66%. This has translated to a Basic Earnings Per Share of Rs24.82 in 2011-12 vs. Rs26.89 in 2010-11.

Industry Structure and Developments

We operate in the R&D services industry that caters to a wide range of industry verticals including semiconductor, mobile handsets (Smart phones and devices), network equipment, data communication equipment, satellite, automotive and consumer electronics. In addition to the traditional verticals listed above, the proliferation of mobile wireless technologies makes it possible for us to address R&D service opportunities in segments such as retail, healthcare and Machine to Machine communication markets.

Hyper competition in today's markets places enormous pressure on global players to maximize returns on their R&D investments that are essential to keep them competitive. The maturity of the outsourcing industry, access to highly qualified engineering resources, attractive cost structures have led to greater decentralization of product life cycle management activities. NASSCOM, the industry body in collaboration with Booz & Co opines that R&D services is one of the fastest growing areas in IT outsourcing and is estimated to top US $90 Billion by 2020 globally. The report projects that India is likely to service about one half of this outsourced spend.

The rapid pace of change of technology has shortened development times and places immense challenges on device and equipment manufacturers to seek ways to hasten time to market by using a decentralized development approach. This has necessitated the building of a robust ecosystem of distributed self and partner owned development centers across the globe taking advantage of regional clusters. Manufacturers increasingly focus their energies on core technology development while depending on the partner ecosystem for peripheral technology enhancement and sustenance activities. As partner ecosystems are mostly located in emerging markets, they also double as localization centers for custom development of products that can target price sensitive and potentially large markets. In addition, the partner ecosystem provides access to highly qualified and skilled engineering talent which is in short supply in most developed markets.

We have with single minded focus worked to provide product design and engineering sen/ices to global leaders across the development value chain starting from semiconductors, to customer owned and managed equipment and network gear. This has enabled us to be one of the leaders whose domain competency and breadth of development experience is much sought after by manufacturers who are market leaders in their respective areas.

Opportunities

The telecommunication service provider revenue is upwards of US $1.5 Trillion and constitutes about 2.5% of world GDP. The annual sales of semiconductors, smart devices and network gear that go to build / attach telecom networks is about US $400 Billion with an estimated R&D expenditure of US $40 Billion. In addition to the telecommunications vertical, segments such as automotive, consumer electronics, retail, healthcare etc., increasingly rely on wireless connectivity and make considerable investments in company owned and outsourced development activities.

As shown in the chart extracted from the NASSCOM Booz & Co report, the projected market for R&D services that will be serviced out of India will be in the excess of US $40 Billion by 2020. Smart phones are projected to constitute 50% of all shipments by 2017 making it an attractive market for providing design and engineering services. The battle for supremacy in mobile operating systems for Smartphones will intensify

Directors' Report (contd.)

over the next few years thereby presenting us an opportunity to consolidate on our leadership position in Android and make further inroads building on the early success in the Windows mobile ecosystem. We have already executed our strategy of broad basing our market coverage by successfully winning and delivering business obtained from automotive and consumer electronics segments. We also continue to build on our white space strategy by embarking on opportunities to provide enterprise mobility solutions in particular to segments such as healthcare and retail who are early adopters of wireless technologies.

(Source: NASSCOM and Booz & Co data)

From the above data it is evident that the market opportunities for R&D services remain buoyant and attractive in the foreseeable future and we are well positioned to take advantage of the same and achieve continued growth in both our revenues and profitability.

For a more detailed discussion of our business environment, growth opportunities, outlook and plans for the business lines we operate, kindly refer to the MD&A section of this report.

Dividend

Your Company paid an interim dividend of 25% (Rs2.50 per equity share) in November 2011 and the Board recommends a final dividend of 45% (Rs4.50 per equity share) thus making the total dividend of 70% (Rs7.00 per equity share) for the year.

Buy-back of 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 Rs10 each, up to a maximum amount of Rs3,454 lakhs at a maximum price of Rs260 per share from open market through Stock Exchanges. The Company commenced the buy-back on December 02, 2010 and closed the same on May 26,2011 buying back 21,62,000 equity shares at an average price of Rs159.26 per share (excluding brokerage and other taxes), utilizing a sum of Rs3,443.25 lakhs. On account of buy-back of shares, the Company has created Capital Redemption Reserve towards the face value 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, all the shares bought back have been extinguished.

In terms of decision of the Board of Directors dated February 16, 2012 and in accordance with the approval of shareholders by Postal Ballot on April 23, 2012, the Company has offered to buy-back its equity shares of face value of Rs10 each, up to a maximum amount of Rs8,648 lakhs at a price not exceeding Rs180 per share from the open market through Stock Exchanges. The offer size represents 22% of the aggregate of the Company's paid-up equity capital and free reserves as on March 31, 2011. As stated in the Public Announcement dated April 25, 2012, the buy-back is proposed to commence on May 21, 2012, subject to the approval of Securities and Exchange Board of India and the Stock Exchanges.

Employees Stock Option Plan (ESOP)

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

ESOP 2006 Scheme

As on March 31, 2012, there were 12,87,700 options outstanding with the employees including Directors. There are 10,10,900 aniseed options as on March 31, 2012.

ESOP 2000 Scheme

No new grants were made under this Scheme during the year ended March 31,2012. There were 10,242 options outstanding with employees as on March 31, 2012.

The details required to be disclosed under SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme), Guidelines, 1999, as on March 31, 2012 are given in Annexure 1 forming part of this Report. The said Annexure 1 also includes new grants made under the Scheme during the year ended March 31, 2012.

Corporate Social Responsibility (CSR)

As a responsible Corporate Citizen, your Company is committed to contributing to the society, environment and community. The focus areas in which we strive to 'Make a Difference to Everyone' and our endeavors are to serve the community, environment, differently able citizens, children, underprivileged and academia. Sasken translates this into action by providing financial and non-financial support, as well as extending and encouraging volunteer participation in CSR initiatives.

For over several years, your Company has supported Vathsalya Charitable Trust, an NGO, working for the welfare of orphan children. Sasken bears all their medical expenses, on monthly basis subject to a pre-fixed limit. Besides, we also extend our support to other non-governmental voluntary organizations on a case-by-case basis.

Recently, the CSR team organized an initiative where Sasians were given the opportunity to contribute anything between Rs100 and Rs1,000 from their salary which would later be used for contributions to NGOs and so on. Over Rs3 lakh was collected at the end of the program. Contributions were made to FAME India as well as APSA (Association for Promoting Social Action).

On the non-financial front, your Company in partnership with a popular Bangalore based NGO called 'The Ugly Indians' have commenced a series of cleaning up activities in different parts of the city. As a pilot, over 30 Sasians came together to tidy up the area around Sasken's Corporate Headquarters situated in Domlur, Bangalore. The second round took place during the month of March and we are looking forward to more participation and making a bigger difference in the coming months.

During the last year, many Sasians have become involved in fitness and marathons and now this interest is manifesting itself into CSR efforts on their part. So far, a considerable number of employees have been involved in city and country-wide organized marathon events and helped raise money and other resources for NGOs and independent initiatives.

At Sasken, we attempt and often succeed in our concentrated efforts of Making a Difference in all of our activities and initiatives. Most recently, we launched an Employee - Satisfaction Survey Program called 'Speak Your Mind', open to the entire organization aimed at gauging satisfaction levels of employees as well as working on areas that require change and / or development. As part of this program, Sasken will contribute Rs100 for every survey completed, towards Project NanhiKali, a foundation endeavoring to work towards the education of the girl child.

On a regular basis, we host Blood Donation Camps and awareness programs on AIDS and Cancer.

'Prakruti Community' is another unique program that your Company has been committed to. The community is a group of 20 people, constituted by key stakeholders from the IT, Facilities and Marketing (from a communications perspective) who focus on specific environment centric activities and how we can become more sustainable. Once a quarter, Prakruti holds a review and designs activities, initiatives and other effective campaigns. The team is constantly involved in conceiving innovative ways in which the organization can move towards becoming socially more responsible. We also host the 'Prakruti Mela', during which we invite environment friendly product vendors to our corporate facility in Bangalore and organize a fair.

Awards Received

Your Company is always striving to be the best in its category! We at Sasken cherish all our triumphs, be it internal or external, individual victories or those as an entire organization. A few of the significant wins in the year that passed are listed below:

- ISA (Indian Semiconductor Association) Techno vat ion Awards, 2011: Sasken won the ISA Techno vat ion Award 2011 in the Embedded System House Indian Enterprise category. The award identifies Intellectual Property created in India and the companies behind them. It honors semiconductor driven research which recognizes and motivates role models in India.

"The standard of competition at the ISA Techno vat ion Awards was very high. Sasken's win truly reflects its competence and reiterates that innovation is in its DNA", said PVG Menon, President, ISA.

- Gold Award, LACP Spotlight Awards, 2011: Sasken's Annual Report 2011 won the Gold Award at the League of American Communications Professionals in the Global Communications Category.

- Sony Ericsson Communications (SEMC) Supplier Award: Sasken won the SEMC Supplier Award for the second time in the last four years. The award recognizes consistent quality of delivery of Sasken's engagement with SEMC and their view of Sasken as a trusted partner.

-An easy-to-work-with supplier that acts in a professional way while showing great flexibility and diversity in adapting to SEMC needs. Sasken has provided world class in-time-delivery, ramp-up speed and a good ability to build trust" was the prime motivation behind SEMC's decision to award Sasken during the supplier conference once again.

- Mr. Swami Krishnan, Head - Marketing was chosen to be part of the Top-50 Marketing Gurus in the MITR 50 List - By IBM Connect 2012. IBM and Paul Writer recognize CMOs who have adopted technology to enhance customer experience and engage with the market in order to drive business results.

- Ms. Ramya Venkateswaran was the First Runner-up in the Young Woman Achiever Award at the Women Leaders in India 2011 Conference, organized by iiGlobal.

Patents

The following table gives details of various patent applications made by your Company, till date:

US India Other Countries Acquired

Applied* 53 27 9 -

Granted 33 11 1 1

Abandoned 6 4 3 -

Pending 14 12 5 -

Sold 4 - - -

Owned 2 11 1 1

Granted since last report 3 - - -

# Includes divisional patents Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Directors adhere to the standards set out by the Securities and Exchange Board of India's (SEBI) Corporate Governance practices and accordingly have implemented all the major stipulations prescribed. Your Company's Corporate Governance Compliance Certificate dated April 26, 2012 in line with Clause 49 of the Stock Exchange Listing Agreement is given in Annexure 2 forming part of this Report.

Directors' Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, (the Act) your directors subscribe to the Directors' Responsibility Statement and confirm that:

- The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the annual accounts on a going concern basis.

Subsidiary Companies

As required under Accounting Standard 21, Consolidated Financial Statements incorporate the results of the following subsidiary companies and a joint venture company viz. (a) Sasken Network Engineering Limited (b) Sasken Network Solutions Inc. (c) Sasken Communication Technologies MexicoS.A. deC.V.(d) Sasken Communication Technologies (Shanghai) Co. Ltd.,(e)Sasken Communication Technologies Oy(f) Sasken Finland Oy (g) Sasken Inc. (h) Sasken Japan KK and (i) Connect M Technology Solutions Pvt. Ltd.

In terms of the general permission granted by the Central Government to all companies vide General Circular No. 3/2011 dated February 21, 2011, the audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection by any investor at the Registered Office of your Company and that of the subsidiary companies. Investors who want to have a copy of the above may write to the Company Secretary at the Registered Office.

Directors

Dr. Ashok Jhunjhunwala, Mr. Jyotindra B. Mody and Mr. Sanjay M. Shah retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Governance & Nomination Committee of the Board of your Company has recommended their re-appointment for consideration of the Shareholders.

Remuneration payable to Executive Directors is detailed in the notice convening the Annual General Meeting for shareholders' approval. Conservation of Energy, Technology Absorption and Foreign Exchange Outgo

Annexure 3 forming part of this Report gives information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors), Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo.

ISO 14001:2004

Sasken is compliant with the Environmental Management System Standard - ISO 14001:2004. Sasken is committed to contribute towards environment management, being a responsible corporate member of the communities in which it operates. This reaffirms your Company as a responsible corporate citizen.

ISO/IEC 27001:2005

Sasken adheres to the Information Security Management System - ISO / IEC 27001:2005. This is important for assuring our stakeholders (like Customers, Partners, Vendors, Investors and Employees) of our commitment in protecting their information assets and Intellectual Properties (IPs), as well as sensitizing all employees about importance of confidentiality, integrity and availability of information assets of our stakeholders.

TL 9000 R5.0 / R4.5 (including ISO 9001:2008)

Sasken is compliant with the telecom industry specific Quality Management System Standard - TL 9000 R5.0 / R4.5 which by definition includes the ISO 9001:2008 (QMS - Quality Management System) requirements and in addition telecom domain specific measurement and documentation requirements which helps to maintain consistent quality of deliverables within agreed timelines and budget to its valued customers.

Particulars of Employees

We present abridged accounts under Section 219 of the Companies Act, 1956. Pursuant to the Rules and Forms read with Section 219 of the Companies Act, 1956, the particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 have not been provided. However, these particulars are available for inspection at the Registered Office of the Company and upon written request from a shareholder, we will arrange to mail these details. It may be noted that such particulars will not include details of employees of the Company posted and working outside India as per the relevant rules.

Deposits

Your Company has neither accepted nor renewed any deposits during the year. As such, no amount of principal and / or interest is outstanding as on the Balance Sheet date.

Auditors

M/s. S.R. Batliboi & Co. (Firm Registration Number: 301003E), Auditors of the Company retire at the forthcoming Annual General Meeting and have confirmed their eligibility for re-appointment.

Acknowledgement

Your Directors place on record their appreciation of co-operation and support extended by customers, shareholders, vendors, bankers and all governmental and statutory agencies. Your Directors thank the employees for their valuable contribution during the year and look forward to their continued support.

For and on behalf of the Board of Directors

Place : Bangalore Rajiv C. Mody

Date : April 26, 2012 Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting the report on the business and operations of the Company along with the Abridged Standalone and Unabridged Consolidated Audited Accounts for the financial year ended March 31, 2011.

Result of Operations (Consolidated) - Extract

Amount in Rs lakhs

Particulars Year ended Year ended March 31, 2011 March 31, 2010

Revenues 54,637.97 57,419.31

Cost of Revenues 40,183.93 42,919.14

Gross Profit 14,454.04 14,500.17

Non-operating Income (net) 1,767.89 2,446.58

Profit before Income Taxes 8,120.78 9,292.23

Income Taxes Expense, net 792.59 1,740.50

Profit after Tax 7,328.19 7,551.73

Appropriation:

Proposed Equity Dividend 1,178.36 1,084.44

Interim Dividend 690.46 542.22

Dividend Tax 307.49 276.45 (Previous years figures have been regrouped wherever necessary to conform to the current years presentation)

Your Companys revenues for the financial year 2010-11 have decreased by 4.84% in rupee terms, from Rs57,419.31 lakhs in 2009-10 to Rs54,637.97 lakhs in 2010-11. When compared to the previous year, Software Services, including Network Engineering Services, has gone down by 11.67% contributing 89.7% to the revenues, while the Software Products revenues contributed 10.3%. The net profits decreased from Rs7,551.73 lakhs in FY 10 to Rs7,328.19 lakhs during the year, registering a decline of 2.96%. This has translated to an Earnings Per Share of Rs26.89 in 2010-11 vs. Rs27.85 in 2009-10.

Business environment

The global mega trends in the embedded space have a strong bearing on the addressable R&D opportunity of your Company. The current addressable opportunity for India in embedded systems across the 8 verticals as assessed by a study carried out by NASSCOM is huge and approximately US$ 50 billion. This is expected to grow at a Compounded Annualized Growth Rate (CAGR) of 12% till 2015 to reach about US$ 90 billion. Telecom and consumer electronics will account for more than half of this available opportunity by 2015. The verticals in which the opportunity is expected to grow the fastest are energy & power, aerospace & defense and healthcare. The growth of the addressable opportunity in telecom, consumer electronics and automotive is expected to be a bit lesser than the overall growth opportunity. These three verticals have borne the brunt of the global recession. During the recovery phase, the expected revenue growth going forward is on the low to moderate side. Telecom, consumer electronics and automotive are also relatively well penetrated by Indian service providers and MNC R&D centers. Hence, the expected growth in offshoring will be moderate.

Growth opportunities for Sasken

Our growth plans will be achieved by focusing on our existing key accounts who are marquee customers with whom we see headroom for growth. We have plans to become one of the top 3 vendors for each of these accounts thereby becoming entrenched as a strategic partner of choice.

With a slew of new offerings that leverage our deep domain competencies in all elements of communication value chain we are targeting both large companies and niche players. We are uniquely equipped to service these companies with offerings such as:

Full Phone Integration

IP led offerings in Multimedia

Offering for the Android market in handsets, tablets and other consumer electronic devices taking advantage of the rapid evolution of the Android Software Platform.

In addition we are working to define specific offerings for North American Wireless carriers like Network Radio Frequency optimization; Pre-launch Verification for new technologies and hand offs in mixed mode networks etc., where we have limited traction at present.

We have begun our process of expanding our portfolio of offerings to address new adjacencies like:

Satellite communication on the back of our success with INMARSAT

Automotive electronics using IP acquired by Sasken Inc. and our presence in several leading vendors to Automobile manufacturers for back seat entertainment

Consumer Electronics using IP acquired by Sasken Inc. for high end Audio and Video codecs

In all these areas we have commercial engagements and will work towards scaling them in next two to three years.

As noted in the Annual Report of FY 2010, your Company continued to make progress on VyapaarSEWATM which was selected as part of Department of Telecommunications - Universal Service Obligation Fund Sanchar Shakti Scheme - A pilot initiative in ICT Mobile Value

Added Services for Womens Self Help Groups in rural India. You will be happy to note that Sanchar Shakti Scheme along with Saskens VyapaarSEWATM pilot project was launched on the March 7, 2011 by President of India, H.E. Smt. Pratibha Devisingh Patil.

By successfully executing these plans, Sasken can Consolidate its position, leverage its deep domain competencies to Differentiate and be able to achieve both Scale and Profitable growth in the near term.

Outlook and plans for the business lines we operate:

Sasken business lines cover the entire value chain of the communication market and include adjacent markets where communication is increasingly becoming a critical component such as Automotive and Consumer Electronics, Healthcare, Enterprise etc.

In the device side of our business, we are buoyed by the proliferation of new devices like handsets, tablets, modems and set-top boxes and other device types. The growth of the Smartphone market led by Open Source software platforms e.g. Android from Google has provided Sasken with new vistas for growth. Sasken has taken a lead in providing support to Original Equipment Manufacturers (OEMs) and semiconductor vendors by timely investments in building Android related competencies and by its unique ability to understand the needs of the entire eco system involved in building Smartphones and other devices.

In the Automotive and Consumer Electronics adjacencies, Sasken is building on the IP acquired from Ingenient and the existing customer relations we have. Our services will span video connectivity, device drivers, system integration and validation.

In the semiconductor business we are emerging among the top suppliers for some of the largest semiconductor vendors, providing them R&D services. In this market we are leveraging our traditional strength and significant experience in the Semiconductor industry to help global leaders and challengers who seek to accelerate the design to tape out cycle.

In this business line we have white space opportunities as the wireless ecosystem infiltrates other industry segments e.g. Healthcare, Energy, Enterprise and Services. We have recently rejuvenated our “Test Lab” set up to support the customers of a Tier 1 North American semiconductor vendor.

In the equipment vendor side of our business we address requirement from Network, Satellite, and Enterprise customers. We are building new capabilities and offerings in the area of Data Communications, Long Term Evolution, Enterprise Applications and Testing.

We have started seeing traction in the enterprise space where we see demand for cloud enabled solutions and the opportunity to bring our handset and network software capabilities which will be key differentiators.

We have ongoing programs in Long Term Evolution and are seeking engagements in “deployment, interoperability testing and system conformance”. In the data communication space the explosive growth of data traffic especially over wireless networks presents us with opportunities in Deep Packet Inspection and technologies to support high quality voice over all IP Networks.

Europe has been a key geography for us and in one of the largest handset OEMs we are seeing new challenges as they have changed their operating system strategy. Despite the shift in their strategy we still see new opportunities in S40, Services and Full Phone integration. Work on their existing platform for smartphones is likely to continue until early next calendar year giving us good time for finding new opportunities. In addition we will address Windows Phone related white spaces in this customers ecosystem including HW driver development with Semiconductors and other HW IP suppliers and Apps for operators and enterprises.

On the Hardware side we will leverage our extensive understanding and knowledge of this OEMs ecosystem and capitalize on the delivery centers in European Union and China regions. This geographical spread enables a cost efficient service mix to service opportunities in RF / Antenna design. The combination of our hardware and software knowledge gives us a competitive edge.

Sasken key differentiators:

Some of the unique capabilities of Sasken include its abilities to take a leadership position in:

Android Software Platform Services

Full Phone (device) Design Services

Intellectual Property (IP) Led Services

Operator Specific Services

We will continue to build on our leadership position in the communications markets and take advantage of imminent convergence trends in these markets. Key wins in Android, fast emerging as an operating system of choice for Smartphones, coupled with our traditional strengths in working with Semiconductor Platforms, deep domain competencies in both Hardware and Software and Ownership of Multimedia IP provide us a good platform to be uniquely positioned in the market to emerge as a market leader with these highly bespoke offerings.

Dividend

Your Company paid an interim dividend of 25% (Rs2.50 per equity share) in November 2010 and the Board recommends a final dividend of 45% (Rs4.50 per equity share) thus making the total dividend of 70% (Rs7.00 per equity share) for the year.

Scheme of Arrangement

Your Company had approached the High Court of Karnataka, Bangalore to create a Business Restructuring Reserve (BRR) to be carved out of Securities Premium Account in terms of a Scheme under Section 391/394 of the Companies Act, 1956 whereby the Business Restructuring Expenses (as covered under the Scheme) 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, was transferred from the Securities Premium Account and credited to BRR Account during the year ended March 31, 2010.

Further, during the year ended March 31, 2010, impairment loss on capitalized software amounting to Rs1,519.70 lakhs, which was charged to Profit and Loss Account in the previous year as exceptional item, being considered as a Restructuring Expense incurred after the Appointed Date, i.e. April 1, 2008, was adjusted against the BRR Account.

During the year ended March 31, 2011, your 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, your Company has identified and recognized a provision for diminution in the value of investments / goodwill in Sasken Communication Technologies Oy amounting to Rs13,058.38 lakhs. The diminution in value of such investments / goodwill 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.

The impact on the financials had the Scheme not prescribed the aforesaid treatment, is more fully detailed in Item No.5 of the Notes to Abridged Financial Statements.

Consequent to the aforesaid adjustment, the entire amount in BRR has been utilized by the Company during the year ended March 31, 2011.

Buy-back of 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, your Company offered to buy-back its equity shares of face value of Rs10/- each, up to a maximum amount of Rs3,454 lakhs at a maximum price of Rs260/- per share from open market. The Company commenced the buy-back on December 02, 2010. As at March 31, 2011 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 (excluding brokerage and other applicable taxes). 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 at March 31, 2011 the Company has extinguished 14,32,633 shares. 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.

Employees Stock Option Plan (ESOP)

The Companys ESOP continues with the philosophy of sharing wealth with its employees and encourages the employees to be partners in the growth of the organization.

ESOP 2000 Scheme

No new grants were made under this scheme during the year under review. There were 22,614 options outstanding with employees as on March 31, 2011.

ESOP 2006 Scheme

New grants made under this scheme during the year are detailed in Annexure 1. The options outstanding with employees including Directors, as on March 31, 2011 were 20,24,175 options. There are 9,250 unissued options as on March 31, 2011.

The details required under SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme), Guidelines 1999, as on March 31, 2011 are given in Annexure 1 forming part of this Report.

The options that were issued / granted under the said ESOP Plan have a vesting period of one year from the date of grant and generally will vest over a 3 year period in a phased manner. There have been instances where the employees have either resigned even before vesting of options or chose not to exercise their options or surrendered their options. Consequently, such options have gone unutilized. It is proposed to add back such options to the pool of unutilized options so that the same can be utilized for re-issue in future. The Board of Directors has on June 10, 2011 approved the above proposal and the same forms part of the agenda for the forthcoming Annual General Meeting.

ESOP 2011 Scheme

There is a need to create additional lot of stock options. It is therefore proposed to create a new Scheme ESOP 2011 with 35,00,000 stock options. The Board of Directors has on June 10, 2011 approved the above proposal and the same forms part of the agenda for the forthcoming Annual General Meeting.

Corporate Social Responsibility (CSR)

As a responsible Corporate Citizen, your Company is committed to contributing to the society, environment and community. The focus areas in which we strive to Make a Difference to Everyone or MaDE and of our endeavor are to serve the community, environment, differently abled citizens, children, underprivileged and academia. Sasken translates this into action by providing financial and non-financial support, as well as extending and encouraging volunteer participation in CSR initiatives.

For over several years your Company has supported Vathsalya Charitable Trust, an NGO, working for the welfare of orphan children. Sasken bears all their medical expenses, on monthly basis subject to a pre-fixed limit. Besides, we also extend our support to other non-governmental voluntary organizations on a case-by-case basis.

On a regular basis, we host Blood Donation Camps and awareness programs on AIDS and Cancer.

hPrakruti Community is another unique program that your Company has been committed to. The community is a group of 20 people, constituted by key stakeholders from the IT, Facilities and Marketing (from a communications perspective) who focus on specific environment centric activities and how we can become more sustainable. Once a quarter, Prakruti holds a review and designs activities, initiatives and other effective campaigns. The team is constantly involved in conceiving innovative ways in which the organization can move towards becoming socially more responsible. We also host the Prakruti Mela, during which we invite environment friendly product vendors to our corporate facility in Bangalore and organize a fair.

Besides, the team organizes a month long Save The Environment campaign, where each week of the month is dedicated to one of the following organization wide initiatives: Save water; Save paper; Save food; Save power. On employee safety front, Sasken had organized a weeklong drive to acquaint Sasians with basic life saving skills. First Aid, fire fighting & rescue, and road safety were some of the important subjects covered during this campaign.

Awards Received

As an organization, your Company is always striving to be the best in its category! We at Sasken cherish all our triumphs, be it internal or external, individual victories or those as an entire organization. A few of the significant wins in the year that passed are listed below:

Gold Award, LACP Spotlight Awards, 2010: Saskens Annual Report 2010 won the Gold Award at the League of American Communications Professionals in the Global Communications Category.

Mr. Rajiv C. Mody: second position as the most valueable CEO in the small companies category, thanks to excellence in performance over the past three years (individually leading the organization to great performance) and also due to a relatively low compensation of f 1.47 crore.

Ms. Neeta S. Revankar: She has been chosen as one of the Top 100 CFOs in India, instituted by the CFO India Magazine. Patents

The following table gives details about the various patent applications made by your Company, till date

US India Other Countries Acquired

Applied# 51 24 9 1

Granted 30 11 1 1

Granted since last report 4 3 - -

Abandoned 6 4* 3 -

Sold 4 - - -

Pending 15 9 5 -

Includes divisional patents, which were left out till the last report.

3 of the 7 patent applications which were in abandoned state last year have been revived.

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Directors adhere to the standards set out by the Securities and Exchange Board of Indias (SEBI) Corporate Governance practices and accordingly have implemented all the major stipulations prescribed. Your Companys Corporate Governance Compliance Certificate dated April 27, 2011 in line with Clause 49 of the Stock Exchange Listing Agreement is given in Annexure 2 forming part of this Report.

Directors Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the Directors Responsibility Statement and confirm that:

In the preparation of the annual accounts, the applicable Accounting Standards and in relation to the Scheme of Arrangement, the Order of the High Court of Karnataka have been followed (Refer Note No. 5 of the Abridged Financial Statements / Note No. 4(a) of Notes forming part of the Consolidated Accounts for details).

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors have prepared the annual accounts on a going concern basis.

Subsidiary Companies

As required under Accounting Standard 21, Consolidated Financial Statements incorporate the results of the following subsidiary companies, viz. (a) Sasken Network Engineering Limited (b) Sasken Network Solutions Inc. USA (c) Sasken Communication Technologies Mexico S.A. de C.V. (d) Sasken Communication Technologies (Shanghai) Co. Ltd. (e) Sasken Communication Technologies Oy (f) Sasken Finland Oy (g) Sasken Inc. USA and (h) Sasken Japan KK.

In terms of the specific approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, and in terms of the general permission granted by the Central Government to all companies vide General Circular No. 3/2011 dated February 21, 2011, the Audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection by any investor at the registered office of your Company and that of the subsidiary companies. Investors who want to have a copy of the above may write to the Company Secretary at the registered office.

Directors

Mr. Bansi S. Mehta, Prof. J. Ramachandran and Mr. Bharat V. Patel retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Since two of the three members of Governance & Nomination Committee were interested in this matter, the Board of Directors has recommended their re-appointment for consideration of the Shareholders.

Remuneration payable to Executive Directors is detailed in the notice convening the Annual General Meeting for members approval.

Conservation of Energy, Technology Absorption and Foreign Exchange Outgo

Annexure 3 forming part of this Report gives information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors), Rules 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo.

ISO 14001:2004

Sasken is compliant with the Environmental Management System Standard - ISO 14001:2004. Sasken is committed to be a responsible member of the communities in which it works. This reaffirms your Company as a responsible corporate citizen.

ISO / IEC 27001:2005

Sasken adheres to the Information Security Management System - ISO / IEC 27001:2005. This is important for assuring our customers of our commitment in protecting their IP as well as sensitizing all employees about confidentiality, integrity and availability of information.

TL 9000 R5.0 (including ISO 9001:2008)

Sasken is compliant with the telecom industry specific Quality Management System Standard - TL 9000 R5.0 which by definition includes the ISO 9001:2008 requirements and in addition telecom domain specific measurement and documentation requirements.

ISO / IEC 17025:2005

Sasken Test Lab is compliant with the Test Lab specific Quality Management System Standard - ISO / IEC 17025:2005. This is important for assuring quality and reliability of test lab reports as required by our customers to meet Global Communication Forum requirements.

Particulars of Employees

We present abridged accounts under Section 219 of the Companies Act, 1956. Pursuant to the Rules and Forms read with Section 219 of the Companies Act, 1956, the particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 have not been provided. However, these particulars are available for inspection at the Registered Office of the Company and upon written request from a shareholder, we will arrange to mail these details. It may be noted that such particulars will not include details of employees of the Company posted and working outside India as per the relevant rules.

Deposits

Your Company has neither accepted nor renewed any deposits during the year. As such, no amount of principal and / or interest is outstanding as on the Balance Sheet date.

Auditors

M/s. S.R. Batliboi & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and have confirmed their eligibility for re-appointment.

Acknowledgement

Your Directors place on record their appreciation of co-operation and support extended by customers, shareholders, vendors, bankers and all governmental and statutory agencies. Your Directors thank the employees for their valuable contribution during the year and look forward to their continued support.

For and on behalf of the Board of Directors

Place : Bangalore Rajiv C. Mody

Date : June 10, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors recommend the appointment and shareholders approval is sought for the same.

Directors Report

Your Directors have pleasure in presenting the report on the business and operations of the Company along with the Audited Accounts for the financial year ended March 31, 2010.

Result of Operations (Consolidated) - Extract

Amount in Rs. lakhs Particulars Year ended Year ended March 31, 2010 March 31, 2009 Revenues 57,419.31 69,781.33 Cost of Revenues 42,919.14 47,228.54 Gross Profit 14,500.17 22,552.79 Non-operating Income (net) 2,446.58 (3,539.51) Exceptional Item - 1,519.70 Profit before Income taxes 9,292.23 7,082.68 Income Taxes Expense, net (including FBT) 1,740.50 2,852.27 Profit after Tax 7,551.73 4,230.41 Appropriation: Proposed Equity Dividend 1,084.44 1,084.44 Interim Dividend 542.22 - Dividend Tax 276.45 184.30

(Previous years figures have been regrouped wherever necessary to conform to the current years presentation)

Your Companys performance in the financial year may be summed by what George S. Clason, the well known US writer said,"Opportunity is a haughty goddess who wastes no time with those who are unprepared".

During the turbulent period in this financial year, your Company has proactively taken several measures to ensure that there is sufficient growth in bottom line despite challenges in maintaining top line growth. In parallel the management team has ensured that, going forward your Company emerges stronger and is poised for growth. This will be by a two pronged strategy of leveraging on its deep competencies to grow existing business and tap into market adjacencies, consumer electronics, defense, aerospace and satellite communications.

A few notable achievements that we are proud of in the current year include the path breaking development of the "IsatPhone Pro", a handheld satellite phone for Inmarsat pic, UK, the leader in global mobile satellite communications services. Inmarsat completed its first call from Hawaii and this unique phone is set for a planned global launch in June 2010.

One of the most important elements of the IsatPhone Pro development has been the contribution of your Company in the R&D of this phone. Our global multi-site teams have successfully delivered on all key milestones in the last 13 months of this engagement. We were entrusted with the responsibility for end-to-end development of this satellite phone, which has been made possible through the coordinated efforts of multiple global centers of excellence spanning India, Finland and Germany. Saskens global footprint, multifaceted capability and access to the best talent across the world place it in a unique position to deliver at optimal and cost- effective solutions to its customers.

During the year under review your Company joined the "Open Handset Alliance", a group of 65 technology and mobile companies who have come together to accelerate innovation in mobile devices and offer consumers a richer, affordable, and superior mobile experience. As a member of the Open Handset Alliance, your Company will work with other member companies to enable our customers to launch differentiated customer owned equipment like phones and other communication devices/appliances. The ability to enhance the user experiences through its unique combination of consultancy and services in both hardware and software is a key and critical determinant of "market acceptance" for such products. Sasken is able to integrate its software products to platforms such as Android and service a burgeoning market for devices that intersperse mobile communication and web technologies.

Your Company is privileged to be part of the Open Handset Alliance as it brings its extensive experience and leadership in helping build differentiated applications and solutions to the Android platform. Android provides the ideal platform for rich media consumption and a differentiated user experience, which is already shaping the nature of these devices. Our work with leading members of this

community and the membership to the Open Handset Alliance strengthens our position to service customers in their quest to provide an enhanced quality of service.

During the year your Company acquired certain product portfolio, assets as well as certain customers of Ingenient Technologies Inc. USA. This has enabled your Company to offer turn key solutions to consumer electronics, security & surveillance, enterprise, infrastructure and automotive electronics markets. This has also helped in having a foothold in Korea as well as expanding its business operations in Japan.

Opportunities are opening up in the semiconductors and handset space while networks business remains a challenge. Your Company is working on re-vectoring network capabilities towards the satellite infrastructure space. While we strike the right balance in keeping the business profitable and in protecting the interests of your Company, we have seen challenging times and our conviction is that things will improve from here onwards.We have expanded our engagements within the areas of modem development and testing, leveraging our deep expertise and experience in communication protocol stacks.

Field-testing of wireless modems and handsets, both at the radio level and applications is an area of focus and expected growth. We are engaged with Tier 1 customers across multiple geographies, helping them test their products for launch in various countries and operators. Mobile Internet, broadly delivering web services on the mobile are other areas where we are focusing, though still in early stages.

Your Companys revenues have decreased by 17.7% in rupee terms, from Rs.69,781.33 lakhs in 2008-09 to Rs.57,419.31 lakhs in 2009-10. Software Services, including Network Engineering Services, dropped by 14.7%, contributing 95% to the revenues, while the Software Products revenues contributed 4%. The net profits grew from Rs.4,230.41 lakhs in FY09 to Rs.7,551.73 lakhs during the year, registering a growth of 78.5%. This has also translated to an Earnings Per Share of Rs.27.85 in 2009-10 vs. Rs.15.17 in 2008-09.

Dividend

Your Company paid an interim dividend of 20% in November 2009 and the Board recommends a final dividend of 40% (Rs.4 per equity share) thus making the total dividend of 60% for the year.

Scheme of Arrangement

Your Company had approached the Honble High Court of Karnataka for its sanction to create a Business Restructuring Reserve from out of the Securities Premium Account in terms of a Scheme under Section 391 / 394 of the Companies Act, 1956. The Scheme provides for the Business Restructuring Expenses to be directly adjusted against the said Business Restructuring Reserve. Pursuant to the Scheme and as approved by the Honble High Court of Karnataka, 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. The Company has adjusted Rs.1,519.70 lakhs, being impairment loss on capitalized software, 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 credited to Profit and Loss Appropriation Account and adjusted against Restructuring Reserve Account.

Had the Scheme not prescribed the aforesaid treatment, the balance in Profit and Loss Account would have been lower by Rs.1,519.70 lakhs and Business Restructuring Reserve higher by Rs.1,519.70 lakhs, with no impact on overall reserves of the Company.

Employees Stock Option Plan (ESOP)

The Companys ESOP continues with the philosophy of sharing wealth with its employees and encourages the employees to be partners in the growth of the organization.

ESOP 2000 Scheme

No new grants were made under this scheme during the year under review. There were 28,696 options outstanding with employees as of March 31, 2010.

ESOP 2006 Scheme

New grants made under this scheme during the year are detailed in Annexure 1. The options outstanding with employees including Directors, as of March 31, 2010 are 2,125,000 options. There are 679,250 unissued options as on March 31, 2010.

The details required under SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme), Guidelines 1999, as on March 31, 2010 are given in Annexure 1 forming part of this Report.

Corporate Social Responsibility (CSR)

As a responsible Corporate Citizen, your Company is committed to contributing to the society, environment and community. The focus areas in which your Company strives to "Make a Difference Everyone" or "MaDE" and our endeavor is to serve the community, environment, differently abled citizens, children, underprivileged and academia. Sasken translates this into action by providing financial and non-financial support, as well as extending and encouraging volunteer participation in CSR initiatives.

Your Company has been supporting Vathsalya Charitable Trust over several years. Vathsalya is an NGO, working for the welfare of orphan children. Sasken bears all their medical bills, on monthly basis subject to a pre-fixed limit. Your Company also extends its support to other non-governmental voluntary organizations on a case-by-case basis.

Prakruti Mela is conducted every year at Sasken premises to promote sale of environmentally friendly products through partner vendors. Awareness programs on AIDS, Cancer and CSR are conducted at regular intervals. Support for setting up stalls is provided for non profit organizations for sale of their products to employees.

Patents

The following table gives details about the various patent applications made by your Company, till date.

US India Other Acquired Countries Applied 40 21 9 - Granted 26 8 1 1 Granted since last report 3 - - - Abandoned 5 7 2 Sold 4 - - - Pending 9 6 6 -

There has been a conscious effort on the part of the Company to obtain a return on investment on the patents. In this direction, the Company chose to sell four patents for a consideration of USD 450,000. However, the Company continues to retain the right to use these patents in its own products. Your Company will continue to actively explore various options for licensing the patents, through well established and credible Intellectual Property consultants.

Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the standards set out by the Securities and Exchange Board of Indias (SEBI) Corporate Governance practices and accordingly have implemented all the major stipulations prescribed. Your Companys Corporate Governance Compliance Certificate dated April 22, 2010 in line with Clause 49 of the Stock Exchange Listing Agreement is given in Annexure 2 forming part of this Report.

Directors Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

- In the preparation of the annual accounts, the applicable accounting standards and in relation to the Scheme of Arrangement, the Order of the High Court of Karnataka have been followed. (Refer Note No.5 of the Abridged Financial Statements / Note No.4(a) of Notes forming part of the Consolidated Accounts for details of the same).

- The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors have prepared the annual accounts on a going concern basis.

Subsidiary Companies

As required under Accounting Standard 21, Consolidated Financial Statements incorporate the results of the following subsidiary companies, viz. (a) Sasken Network Engineering Limited, (b) Sasken Network Solutions Inc., USA, (c) Sasken Communication Technologies Mexico S.A. de C.V., (d) Sasken Communication Technologies (Shanghai) Co. Ltd., (e) Sasken Communication Technologies Oy, (f) Sasken Finland Oy, (g) Sasken Inc. USA and (h) Sasken Japan KK.

In terms of the Central Government approval under Section 212(8) of the Companies Act, 1956, the audited Financial Statements along with the reports of the Board of Directors and the Auditors pertaining to the above subsidiaries have not been attached to this Report. The Financial Statements of the said subsidiaries will be kept for inspection by any investor at the registered office of your Company and that of the subsidiary companies. Investors who want to have a copy of the above may write to the Company Secretary at the registered office.

Directors

Mr. Sanjay M. Shah and Dr. G. Venkatesh retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Kiran S. Karnik was co-opted as an Additional Director on October 12, 2009 and as such he holds office upto the date of this Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Mr. Kiran S. Karnik as a candidate for the office of Director and accordingly a resolution is placed before the members at the forthcoming Annual General Meeting.

At its meeting held on April 22, 2010, the Board of Directors considered the valuable contributions made by Ms. Neeta S. Revankar, CFO and Global Head HR, IT & Administration, ever since she joined the Company in 1995 and decided to elevate her to the Board with immediate effect as a Whole Time Director. Towards this end, the Board co-opted her as an Additional Director to hold office until the forthcoming Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Ms. Neeta S. Revankar as a candidate for the office of a Whole Time Director and accordingly a special resolution is placed before the members at the forthcoming Annual General Meeting.

At the Annual General Meeting held on June 10, 2005, Mr. Rajiv C. Mody and Mr. Krishna J. Jhaveri were appointed as Chairman & Managing Director and Whole Time Director respectively for a period of five years and their term expired on March 31, 2010. The Board at its meeting held on April 22, 2010 re-appointed them for a further period of five years with effect from April 1, 2010.

The terms of appointment of Mr. Rajiv C. Mody and Mr. Krishna J. Jhaveri are detailed in the Notice convening the Annual General Meeting for members approval. The remuneration payable to Mr. Rajiv C. Mody as Chairman & Managing Director and the remuneration payable to Mr. Krishna J. Jhaveri, Dr. G. Venkatesh and Ms. Neeta S. Revankar as Whole Time Directors for the year 2010-11 are detailed in the Notice convening the Annual General Meeting for members approval.

Conservation of Energy, Technology Absorption and Foreign Exchange Outgo

Annexure 3 forming part of this Report gives information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors), Rules 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo.

ISO 14001

Sasken is compliant with the Environmental Management System Standard - ISO 14001, an International Standard. Sasken is committed to be a responsible member of the communities in which it works. This reaffirms your Company as a responsible corporate citizen.

ISO 27001

Sasken adheres to the Information Security Management System - ISO 27001, an International Standard. This is important for assuring our customers of our commitment in protecting their IP as well as sensitizing all employees about confidentiality and integrity of information.

TL 9000 (including ISO 9001:2008)

Sasken is compliant with the telecom industry specific Quality Management System Standard - TL 9000 R5.0, an International Standard which by definition includes the ISO 9001:2008 requirements.

ISO/IEC 17025

Sasken Test Lab is compliant with the Test Lab specific Quality Management System Standard - ISO/IEC 17025, an International Standard. This is important for assuring quality and reliability of test lab reports as required by our customers to meet Global Communication Forum requirements.

Particulars of Employees

We present abridged accounts under Section 219 of the Companies Act, 1956. Pursuant to the Rules and Forms read with Section 219 of the Companies Act, 1956, the particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 have not been provided. However, these particulars are available for inspection at the Registered Office of the Company and upon written request from a shareholder, we will arrange to mail these details. It may be noted such particulars will not include details of employees of the Company posted and working outside India as per the relevant rules.

Deposits

Your Company has neither accepted nor renewed any deposits during the year. As such, no amount of principal and/or interest is outstanding as on the balance sheet date.

Auditors

M/s. S.R. Batliboi & Co., auditors of the Company retire at the forthcoming Annual General Meeting and have confirmed their eligibility for re-appointment.

Acknowledgement

Your Directors place on record their appreciation of co-operation and support extended by customers, shareholders, vendors, bankers and all governmental and statutory agencies. Your Directors thank the employees for their valuable contribution during the year and look forward to their continued support.

For and on behalf of the Board of Directors Bangalore Rajiv C. Mody April 22, 2010. Chairman & Managing Director


Mar 31, 2003

The Directors have pleasure in presenting their report on the business and operations of the Company along with the Audited Accounts for the financial year ended March 31, 2003.

Financial Results (Rs. in million)

Year ended March 31, 2003 2002

Revenues 1092.55 1086.27

Gross Profits 371.43 465.17

Non Operating Income 1.35 14.91

Profits / (Loss) before Tax 40.24 (116.87)

Income Tax (27.51) (39.52)

Profits / (Loss) after Tax 12.73 (156.39)

Appropriation:

Proposed Equity Dividend – –

Transfer to General Reserve for the Year – –

Results of Operations

The telecom industrys protracted period of financial correction and structural change continued in fiscal 2003, limiting our opportunities for financial growth. The revenues for the year increased by 0.6 % to Rs.1092.55 million from Rs.1086.27 million registered last year. In dollar terms there was fall from US$ 22.89 million to US$ 22.58 million, a decrease of 1.3 %. Expenses however, were lower by 13.1 % over fiscal 2002. The net profits were 1.16 % of revenues.

The challenges in the coming year will be to continually improve our financial model, with low operating leverage, low financial leverage, high liquidity and sustainable revenue growth models. We will drive growth in each of our businesses in line with customer priorities, continually improve our gross margins and spending efficiencies and maintain a safe cash position. Improving the effectiveness of our investments in product development will be a priority area, and we will continue to ensure that they fit the companys purpose and strategy, and make a superior contribution to our need to be profitable and viable.

Further Issue of Equity

During the year the company offered 3.3 million shares of Rs.5 each at a price of Rs.30 per share including a premium of Rs.25 per share to the existing shareholders of the company. This issue closed on March 31, 2003. The issue was over subscribed. The company also offered 1.6 million shares of Rs.5 each and warrants for 3.3 million shares to an existing investor. The amount received from the applicants is reflected as Share Application money in the audited accounts and the effect on share capital will be reflected in the next financial year upon completion of allotment.

The proceeds of the equity issues will be used to repay the existing term loan and to augment the companys long-term working capital needs.

Borrowings

During the year under review, the Company commenced repayment of the term loan, taking the year-end balance of the term loan to Rs.134.39 million. The company also increased the utilization of packing credit limits during the year on account of increased working capital needs.

Dividend

The companys need to conserve cash, being significant, your directors have decided not to recommend any dividend for the year based on the results posted for the year.

Sasken Employee Stock Option Plan

During the year, the company allotted 80,000 equity shares of face value of Rs.5 each to the employees pursuant to the conversion of H series debentures into equity shares on October 1, 2002. Further, a total of 1203 equity shares were allotted to employees of the company pursuant to the exercise of vested options, under the Sasken Esop-2000 scheme.

With effect from December 31, 2002, the company had cancelled the unexercised stock options granted under the Sasken Esop-2000 scheme. This was on account of the fact that the options were significantly out of the money and employees were therefore not exercising them. The details required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as of December 31, 2002 are given as an annexure to this Report.

Patents

Sasken began to develop intellectual property in 1997. Since then, a number of applications have been filed. Till the end of the last financial year, the company had filed a total of 37 applications for patents, 10 provisional applications were filed in India, 22 non-provisional applications and 5 Patent Co-operation Treaty applications were filed in USA. The company intends to continue the emphasis on patenting of intellectual property resulting in potential business opportunities in future.

Award

Your company is appreciated in the industry for its progressive HR practices. We are happy to inform you that the National HRD Network conferred the Life Time HRD Excellence Award for excellent and innovative HR practices to Sasken. This was another validation of our superior people practices, the earlier one being the BT-Hewitt award conferred last year.

Conservation of Energy, Technology Absorption and Foreign Exchange Outgoing

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the Annexure forming part of this Report.

Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees are set out in the Annexure to this report.

Corporate Governance

The guidelines on corporate governance focus on director independence and expertise, together with board processes and responsibilities. However, governance requires more than just a checklist of criteria to be met and this has been the mindset at Sasken. Your company has been on this path of good governance for years now, even though it is yet closely held, and as such, under no legal compulsion to comply.

The detailed report on Corporate Governance at Sasken is provided separately in this Annual Report.

Dematerialization of Equity Shares

Effective March 1, 2002, the companys shares have been approved for dematerialization by the National Securities Depositories Limited (NSDL). As a result it is possible to convert physical share certificates of the company into electronic form by opening an account with a Depository Participant of NSDL. This is an investor friendly move and the investors are expected to benefit from this facility.

Directors Responsibility Statement

Directors Responsibility Statement as required under Section 217 (2AA) of the Companies Act, 1956, is given in the Annexure forming part of this report.

Auditors Qualifications

With reference to para no. 5 of the Auditors Report, the remuneration paid to one of the Whole-time Director is subject to the approval of the Central Government, which is awaited.

Directors

Mr. Pranabh D Mody and Dr. Ashok Jhunjhunwala retire by rotation at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

During the year, Mr. Ajay Relan, retired as Director on the Board of your company. Your directors have not yet inducted a director in place of Mr.Relan.

Contribution to Society

During the year the company continued to provide support for various social, educational and charitable causes. This reinforces our belief that we at Sasken are a part of the society and we can contribute our mite to the betterment of the society. Sasken also contributed in generating resources for various other social causes through book fairs, blood donation camps, help for disabled children etc.

Deposits

The company has neither accepted nor renewed any deposits during the period under review. As such, no amount of principal and interest is outstanding on the balance sheet date.

Auditors

M/s S R Batliboi & Co., auditors of the Company, retires at the forthcoming Annual General Meeting and has confirmed their eligibility and willingness to accept the office, if reappointed.

Acknowledgement

Your directors would like to place on record, their appreciation to customers, shareholders, vendors, Union Bank of India, Citibank N.A., Dena Bank, HDFC Bank, the STPI Bangalore, RBI and all Governmental and statutory agencies for their cooperation and invaluable support. Your directors would also like to thank the employees for doing their best during one more challenging year for the company.

For and on behalf of the Board of Directors

Rajiv C Mody Chairman and Managing Director

Place : Bangalore Date : April 11, 2003

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