Your Directors take immense pleasure in presenting the Twenty Fourth (24th) Annual
Report together with the Audited Accounts of the Company for the Financial Year ended
March 31, 2023.
1. BUSINESS OPERATIONS AND STATE OF AFFAIRS
a. Business Operations A Detailed overview
Financial Performance:
We are pleased to look back at yet another Year where we stayed true to our
commitments. The revenue for Year stands at Rs. 6656.04 Mn, reflecting an increase of
38.54% compared to the previous Year. The Net Profit for the Year stands at Rs. 819.78 Mn,
which shows a growth of 29.58% compared to last Year.
SAKSOFT JOURNEYING TO A JUBILANT QUARTER OF INDUSTRY PRESENCE:
Saksoft is marching into its "golden quarter" of a journey time in the
industry with a steady growth in market cap and a notch up in the ranking of the listed
entities group. This bodes well not only for the investors who have thrown in their hats
and remained with the Company during it's growing years, but the all-weather set of
Clients who have placed their unwavering trust and association with Saksoft's
capabilities, who have pushed and shaped the Company's stable delivery practices and
partnered on the journey with us. The clients have entrusted their digital landscape
transformation in the capable hands of Saksoft's expert team of thinkers and we ensure we
come up with a solution plan that works to bring in the desired change in methodologies.
This results in informed and improved decisions reflecting in better market
preparedness for our Clients. The post-pandemic times seem to have reset the ecosystem and
ushered in an era of challenges. Whilst on one hand we see technology ruling the minds and
action of everything big and small, we are also witnessing the altered use of it to pose
threats and impediments by dark actors in the netherworld. Technology never stands still
nor does the global economy and tech leaders and their teams are dealing with
uncertainties in both areas in 2023.
From trimming budgets to tackling ever changing and growing cyber-security threats, we
are facing challenging times. Tech companies today are driving and living disruption. You
are either the disruptor or the disrupted. Becoming a future ready organization is crucial
for thriving in the age of digital disruption. At Saksoft we truly believe in adapting to
changes and spotting opportunities in risks. This has led us to add service areas around
Cloud Native Solutions, Modern data Architectures, Meta Data driven designs, API ingestion
frameworks, IoT based solutions, Data Analytics, AI capabilities, Assurance Device labs,
OTT & Codeless Web test automations, Cyber Security mapping & advisory and
Integrated Networking Architecture to name a few. We have also expanded our delivery
capabilities in Fin-Tech, Health-Tech and Reg-Tech verticals to deepen our services scope
for clients and help us win new accounts.
2023 has been the year of tech lay-offs. With an uncertain economy and shrinking
budgets companies are grappling with the aftershock for months and this has brought to the
fore of making technology work more and address the gaps thrown by these global factors.
Remote working is here to stay, but the crux lies in blending it with advanced tools and
platforms to strengthen its robustness and enable productivity in the new realm. Achieving
ease of operations and seamless employee interactions should be the center of the idea as
this model continues to be a revenue generator.
Companies are following hybrid models of working and the success lies in dissecting and
nurture contributors to do more This would help build a culture of inclusiveness and walk
along with the resources to chart growth stories using diverse delivery models. Saksoft
has an employee friendly work culture that has led to it being certified as a Great
Place to Work". We don't believe in downsizing workforce, rather we would prefer to
find ways to cross- skill and provide challenging opportunities to our resources.
We are staring down at a global slowdown and a possible recession hitting in the near
future. It necessitates businesses to make wise financial investment decisions in the days
to come with utmost prudence and get creative to add to the bottom-line. This would
require Companies to look inwards and up their cross -sell quotient by staying
client-obsessed and employee-focused. Customer experience should be the key driving each
department's actions. It is also important to foster a strong culture while maintaining
rapid growth by constantly clarifying the company's objectives and improving the
communication between leadership and contributors.
With the perceived threats of economic downturn affecting businesses and individuals
alike often featuring in leadership forums and analyst interactions, we are seeing a shift
in the attitude and mindset of the market in general and the psychology of users. There is
a lenience towards exercising caution and prioritizing budget spends. This has led
businesses to balance innovations with a thrust on protecting the existing business
models. It has re-shaped the methods of communicating value propositions to the users. We
shall continue to keep Customers and their transformational needs as the focal points of
our value chain by moderating our sales pitch as required to suit their budgetary plans
without dropping the guard on technical quality.
This year also saw the new beast in the town -ChatGPT and other AI engines altering the
tech-scape and changing the entire IT and tech ecosystems. It will be a challenge and
opportunity for every IT organization to build and enhance their delivery points to
provide conversation-led, structured responses. We are hearing noises in the market and
cryptic opinions about AI as a threat to conventional operating models and humanity at
large. If we look back down the technology lane, change seems to be the driver and as long
as it is for the betterment of the larger society, such new advents have been lapped up by
the global community. We shall be looking deep within into our AI capabilities and see how
to strategically fit them in the solution build process.
The current challenging times have pushed companies to take a closer look at their
vendors with budgets getting impacted and cyber security allocations gaining momentum. It
has become imperative to assess vendors with overlapping capabilities and turn inwards to
see if there is a possibility to leverage in-house talent to bridge the requirements.
Finally the road to the eons is not looking all bleak, there are newer and multiple
ways of tapping technologies to upgrade the solutions and take the users into confidence
towards adopting better methods of existing and doing business as a constant benchmark. We
have to build an inclusive and diverse ecosystem that is futuristic, yet vigilant to
present demands, but the soul of each endeavor should imbibe the interests and well-being
of current and future generations. This would keep the industry alive and receptive to
technology sways and pick the best ones for moving ahead. Saksoft shall constantly strive
to grow its business and market presence with a mix of indigenous service innovations and
strategic buy-outs from the market to connect with a large set of users. Our vision for
growth is at the right pace and in the right direction which should help us break market
barriers in terms of business and revenue size and put us in the league of long term
trusted players
DATA-UNLOCKING GROWTH
This year has been great for the Data Analytics team especially in terms of increased
foot print around Cloud solutions, Modern data Architectures, IOT bases data solutions,
Data Engineering solutions, Business intelligence solutions, Data Science and AI
capabilities. Our integrated team for Data engineering and Analytics has delivered
technically evolved data projects across the world incorporating robust design, modern
techniques and agile delivery framework.
Data Sources are no longer static. We have developed a meta data driven - Single Data
Extract( SDE) framework to allow for rapid and dynamic ingestion of changing source feeds
with minimal development effort and quick turnaround time. This cuts down the sprint with
respect to development lifecycle and helps build aggressive project plans.
We have made progress on the AI/ML capabilities with our teams showcasing their
extensive expertise across multiple machine learning methods like traditional machine
learning, computer vision, natural language processing, product engineering and
reinforcement learning. The team's proficient work on ML ecosystem and use of advanced ML
algorithms combined with the right AI techniques have helped our customers across
industries to enhance customer experience, drive innovation, take data driven decisions
and formulate targeted marketing strategies.
CLOUD AND CYBER SECURITY PRACTICE-WARD OFF CYBER THREATS
We are seeing a lot of interest towards cloud enablement in the market. We have built
capabilities and offerings around Cloud Solutions like Meta Data driven design and
development, API ingestion framework. We help chart the on-prem to Cloud migration roadmap
and devise Azure hub/Spoke configuration for BI & Data programmes which translates to
an administratively light and economically sound model for our Clients. This has helped to
position ourselves as the right solution partner for Cloud adoption. We have strategic
partnerships with leading Cloud platform providers and are able to align the best option
to our Clients.
The increased sophistication of Cyber Attacks is matter of concern for various
industries in today's times. Attackers are using advanced mechanisms such as social
engineering and ransomware to gain access to sensitive data. Companies have realized the
need to implement advanced security technologies and invest in Cyber security
infrastructure upgrades. This also involves educating the employees about cyber security
periodically and designing a robust incident response plan. We have built a strong MDR
team and practice around Cyber Security who are adept in Cyber security methodologies and
strengthened the set up with workable solutions and tools like Cortex and Palo Alto. The
best part is that we are operating it on a shared services model which enables Clients to
enjoy the benefits of pay-per-use options without having to allocate funds for their own
infrastructure set up.
CREDIT MANAGEMENT EXPERTISE -TO OUR CREDIT
Saksoft is a seasoned player in the Credit Management space. We have worked with
leading Fintech and Credit Management companies and continue to service them with our
strategic solutions in the areas of Application development, Automation Testing
,Production Support, Cloud assessment and Cloud migration. These are aligned with SAFe
Agile practices and principles. We have helped our clients restructure and integrate their
systems though Cloud based initiatives covering identity & Access management, API
gateways and platform migration. This optimises license spends, enhances overall data
security and operate the environment on a lighter cost model. We also have capabilities to
provide services around Live chat integration, CaaS Splunk integration for Micro Finance,
platform based analytics for Debt Services and Dark web monitoring. We understand the
regulatory implications and sensitivity of the Fintech line of business and this reflects
in our overall solution build that stands testimony to the longevity of our Client
relationships.
TESTING -AN ASSURANCE FROM OUR SIDE
Saksoft has an established Testing practice that combines advanced frameworks,
reporting portals, Device labs, OTT Automation, Reusable regression packs and other
evolving methodologies that can be blended into the solution bundles to strengthen the
overall operating effectiveness and achieving a high level of customisation for our
Clients. Our old workhorse UNITE is a pervasive framework that can co-exist with our
Client's system architectures and solutions stack to watch over their productiveness and
changing technology landscapes and ensure the core objectives and planned outcomes
continue to be realised. Together with our other Testing frameworks STAQK and SAQAMA we
offer an end-to-end solution lifecycle to help our clients plan their digital roadmap and
continuous advancements to expand their business reach. Our Testing team assures quality
of the highest levels in the industry bringing in their varied domain expertise into play
and accelerate the development strategies to fructify by aligning the right set of
methodologies to enhance the impact of client initiatives for business growth.
2. FINANCIAL AND RELATED DISCLOSURES
a. Financial Summary
The abridged comparative results of Audited Standalone and Consolidated Financial
Statements for the Financial Year ended March 31, 2023 and March 31, 2022 are as follows:
|
Consolidated Results (Rs. in mn) |
Standalone Results (Rs. in mn) |
|
Year ended March 31 2023 |
Year ended March 31 2022 |
Growth |
Year ended March 31 2023 |
Year ended March 31 2022 |
Growth |
Total Revenue |
6656.04 |
4804.30 |
|
2093.93 |
1598.75 |
|
Other Income |
94.30 |
110.72 |
|
81.69 |
127.68 |
|
Total Income |
6750.34 |
4,915.02 |
37.34% |
2175.62 |
1726.43 |
26.02% |
Operating expenses |
5574.51 |
4,014.04 |
|
1773.81 |
1318.05 |
|
Operating Profits |
1175.82 |
900.98 |
30.51% |
401.81 |
408.38 |
(01.61)% |
Depreciation |
99.63 |
69.38 |
|
48.21 |
42.42 |
|
Interest and Finance Charges |
21.82 |
27.77 |
|
8.33 |
20.72 |
|
Net Profit before Tax |
1054.38 |
803.83 |
|
345.27 |
345.24 |
|
Tax |
234.61 |
171.21 |
|
66.79 |
73.01 |
|
Net Profit after Tax |
819.78 |
632.62 |
29.58% |
278.49 |
272.23 |
2.30% |
b. Results at a glance
(Amount in Rs. Million)
Particulars |
Consolidated |
Standalone |
|
FY 22-23 |
FY 21-22 |
FY 22-23 |
FY 21-22 |
Total Income |
6750.34 |
4,915.02 |
2175.62 |
1,726.43 |
Operating expenses |
5574.51 |
4,014.04 |
1773.81 |
1,318.05 |
Net Profit after Tax |
819.78 |
632.62 |
278.49 |
272.23 |
Basic EPS |
8.18 |
6.34 |
2.64 |
2.59 |
c . Transfer to Reserves:
The Company has not made any transfer of amounts to General Reserve during the year. d.
Dividend
During the year under review, the Company recommended/declared dividend as under:
Particulars |
FY 22-23 |
FY 21-22 |
|
Dividend per share (Face Value per share Re. 1/-)* |
Dividend per share (Face Value per share Rs. 10/-) |
Interim Dividend |
0.35 |
3 |
Final Dividend |
0.35 |
3 |
Total |
0.70 |
6 |
*During the second quarter of the Financial Year 2022-23, the equity shares of the
Company were split such that each equity share having face value of INR 10/-(Rupees Ten
only) fully paid-up, was subdivided into ten (10) equity shares having face value of INR
1/- (Rupee One only) each, fully paid-up with effect from the record date of September 26,
2022.
The Board of Directors had approved Interim Dividend on November 10,2022 for FY
2022-23.
e. Share Capital
The paid up Equity Capital of the Company as on March 31, 2023 stood at Rs.
105,690,000/-. f. Particulars of Loans, Guarantees or Investments
Loans, guarantees and investments covered under Section 186 of the Companies Act 2013
form part of the Notes to the Financial Statements provided in this Annual Report. g.
Public Deposits
There were no Deposits taken during the Financial year, hence the Company has not
provided any details relating to this. h. Particulars of contracts/arrangements made
with Related Parties
None of the transactions with the related parties fall under the scope of section
188(1) of the Act. Accordingly the disclosure of related party transactions as required
under section 134(3)(h) of the Act in form AOC-2 is not applicable to the company for FY
2022-23 and hence does not form part of this report.
3. PERFORMANCE OF SUBSIDIARY COMPANIES
Subsidiaries of the Company are engaged in the business of providing IT Services,
allied business solutions and strategic consulting services encompassing Digital
Transformation for its customers.
There has been no material change in the nature of the business of the Subsidiaries.
a. Financial Performance of Subsidiaries At a glance
Foreign/Indian |
Name of the Subsidiary |
Particulars |
FY 22-23 |
FY 21-22 |
Increase |
Subsidiary |
|
|
|
|
|
US Subsidiary |
Saksoft Inc & its |
Revenue |
30.09 Million USD |
22.61 Million USD |
33.08% |
|
subsidiaries |
Profit Before tax |
1.49 Million USD |
1.98 Million USD |
-24.74% |
Singapore |
Saksoft Pte Ltd & its |
Revenue |
11.02 Million SGD |
4.47 Million SGD |
146.53% |
Subsidiary |
subsidiaries |
Profit before tax |
0.91 Million SGD |
0.08 Million SGD |
1038% |
UK Subsidiary |
Saksoft Solutions Limited |
Revenue |
17.06 Million GBP |
14.33 Million GBP |
19.05% |
|
& its Subsidiaries |
Profit Before Tax |
1.49 Million GBP |
1.17 Million GBP |
27.35% |
Indian |
Three Sixty Logica Testing |
Revenue |
718.58 Million INR |
425.42 Million INR |
68.91% |
Subsidiaries |
Services Private Limited & its Subsidiary |
Profit Before Tax |
236.44 Million INR |
156.30 Million INR |
51.26% |
|
DreamOrbit Softech Private |
Revenue |
1058.96 Million INR |
718.42 Million INR |
47.40% |
|
Limited& its Subsidiary |
Profit Before Tax |
231.01 Million INR |
154.89 Million INR |
49.14% |
During the year under review, the Indian subsidiary 360 Logica Testing Services Private
Limited acquired Terafast Networks Private Limited .
Terafast is an IT consulting service provider with nearly two decades of experience in
Cloud engineering solutions. They provide a wide range of technology service offerings
such as Cloud, Containerization, DevOps, Virtualisation Services to various industry
verticals.
a. Statutory disclosures with respect to Subsidiary Companies
Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a Statement
containing Key results and indicators of the Financial Statements of Subsidiaries is
attached to the Consolidated Financial Statements under Form AOC-1.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial
Statement of the Company, Consolidated Financial Statements along with relevant documents
and separate Audited Accounts in respect of Subsidiaries, are available for public view on
the website of the Company https://www.saksoft.com/ investor/financials/ .
In addition, these documents will be available for inspection during business hours at
the registered office of the Company.
4. HUMAN RESOURCE MANAGEMENT
During the Financial Year under review, Human Resources function continued its global
transformation initiatives, in a volatile and complex business environment, to cater to
the evolving organizational requirements.
HR continued its catalyst role and enabled the process of change over to focus on
resource planning for mid and long term.
HR continued their support to proatect the employees and employers interest by
providing the Work from Home option to its employees. During the year the Company was
certified as a Great Place to Work, validating its commitment towards employee growth and
well-being.
The Company has partnered with Ekincare to provide holistic physical and mental health
assistance to employees at subsidized rates.
a. Particulars of Employees
During the financial year under review, the details of
Employees who drew remuneration of Rs. 10.2 Million or more per annum or Rs. 0.85
Million or more per month with respect to information required pursuant to Section 197(12)
of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 of the Companies Act, 2013 is provided in Annexure-2
b. Employees Stock Option Scheme
The Company currently administers ESOP Scheme 2009. During the year under review, there
are no changes in the above said scheme.
Summary information of these stock option schemes, grant and allotments under these
schemes are provided under Note No. 22(e) forming part of standalone financial statements.
The details of the Options granted up to March 31, 2023 and other disclosures as required
under
SEBI (Share Based Employee Benefits) Regulations, 2014 is available for view on the
Company's website at https:// www.saksoft.com/investor/company-announcements/ other/
c. Policy on sexual harassment of women at workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company always endeavors to create and provide an environment that is free from
discrimination and harassment including Sexual Harassment. The Company has zero tolerance
for Sexual harassment at workplace and has adopted a policy on prevention, prohibition and
redressal of Sexual Harassment at work place in line with the requirements of the Sexual
Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
rules framed thereunder.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this Policy. The constitution of the ICC is displayed through Notice
Boards at conspicuous places in all the office locations of the Company.
Disclosure in terms of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the year under review Number of complaints received during the year: Nil Number
of complaints disposed off during the year: NA Number of cases pending for more than 90
days: Nil Number of Workshop or awareness Program: 2
Nature of Action taken by the employer or District Officer:
Nil
5. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the Directors' hereby confirm as
follows:
(a) In the preparation of the Annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures; (b) 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
of the
Company for the year under review;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities; (d) The Directors have prepared the Annual Accounts on a going concern
basis;
(e) The Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and (f) The Directors have devised proper systems to ensure compliance with
the provisions of applicable laws and that such systems were adequate and operating
effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Company's internal financial controls were adequate
and effective during FY 2022-23.
6. CORPORATE GOVERNANCE
a. Directors & Key Managerial Personnel
Disclosures with respect to the composition of the Board, Directors and Board meetings
held during the Financial Year are covered under the Corporate Governance report forming
part of this Report as per the provisions of the Companies Act, 2013.
Ms. Kanika Krishna retires by rotation and being eligible offers herself for re-
appointment. A resolution seeking shareholders approval for her re- appointment forms part
of the Notice to the Annual General Meeting.
Pursuant to the provisions of Section 149 of the Act, Independent Directors have
submitted declarations to the effect that each of them meet the criteria of Independence
as laid down in Section 149(6) of the Act along with Rules framed thereunder and
Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
There has been no change in the circumstances affecting their status as Independent
Directors of the Company.
During the year under review, Non- Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for attending Meetings of the Board/Committee
of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2023 are: Mr. Aditya Krishna, Chairman and Managing Director,
Mr. Niraj Kumar Ganeriwala, COO & CFO and Ms. Meera Venkatramanan, Company Secretary.
The disclosures required under Section 197(12) of the Companies Act 2013, are provided
in Annexure 2 to this Report.
b. Number of meetings of the Board
Four Meetings of the Board were held during the year under review.
Details of Meetings of the Board is provided in the Corporate Governance Report, which
is a part of this Report.
c. Board Evaluation
The Companies Act, 2013 and SEBI Listing Regulations contains broad provisions on Board
Evaluation i.e. evaluation of the performance of (i) the Board as a whole, (ii)Individual
Directors (including Independent Directors and Chairperson) and (iii) various Committees
of the Board. Pursuant to the said provisions, the Board of Directors has carried out an
annual evaluation of its own performance, Board, Committees, and individual Directors.
The Board evaluation framework has been designed in compliance with the requirements
under the Companies Act, 2013 and the Listing Regulations, and in accordance with the
Guidance Note on Board Evaluation issued by SEBI in January 2017.
The Board evaluation was conducted through questionnaire designed with qualitative
parameters and feedback based on ratings.
Evaluation of the Board was based on criteria such as composition and role of
the Board, Board communication and relationships, functioning of Board Committees, review
of performance of Executive Directors, succession planning, strategic planning, etc.
Evaluation of Committees was based on criteria such as adequate independence of
each Committee, frequency of meetings and time allocated for discussions at meetings,
functioning of Board Committees and effectiveness of its advice/ recommendation to the
Board, etc.
Evaluation of Directors was based on criteria such as participation and
contribution in Board and Committee meetings, proper representation of shareholder
interest and protecting shareholder value, industry experience and expertise to provide
feedback and guidance to top management on business strategy, governance, risk and
understanding of the organization's strategy, etc.
In the Board Meeting that followed the Meeting of the Independent Directors and Meeting
of Nomination and Remuneration Committee, the performance of the Board, its Committees,
and individual Directors was also discussed.
The Board noted the actions taken in improving Board effectiveness based on feedback
given in the previous year. Further, the Board also noted areas requiring more focus in
the future, which include spending more time on industry trends, long-term business
threats and opportunities.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.
d. Policy on Directors' appointment, remuneration, and other disclosures under Section
178(3) of the Companies Act, 2013
The Company's policy on Directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the Corporate
Governance Report, which is a part of this report and is also available on the
Company's website- https://www.saksoft.com/investor/corporate-governance/
e. Board diversity
The Company recognizes that building a Board of diverse and inclusive culture is
integral to its success. Ethnicity, age and gender diversity are areas of strategic focus
to the composition of our Board.
The Board considers that its diversity, including gender diversity, is a vital asset to
the business. The Board has adopted the Board Diversity policy, which sets out the
approach to diversity of the Board of Directors.
Web link to view the Board Diversity Policy is given under point 10 of the Corporate
Governance report
. f. Committees of the Board
The details pertaining to the composition of the various Committees of the Board of
Directors are included in the
Corporate Governance Report, which forms part of this report.
g. Corporate Governance and Management Discussion and Analysis
The Corporate Governance Report with the Auditors' Certificate thereon, and the
Management Discussion and Analysis are attached in Annexure 5, 6 and Annexure 7 which
forms part of this Report. The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and is of the view that such systems are adequate and
operating effectively
. h. Risk Management
Risk Management is an integral part of the business process. Pursuant to Section
134(3)(n) of the Companies
Annual Report 2022-23 : 51 Act, 2013, and any other applicable provisions the Company
has developed and implemented a Risk Management Policy. The Policy envisages
identification of risk and procedures for assessment and minimization of risk. The
Statement of Risk indicating development and implementation of risk management policy is
annexed to and forms part of this Report under Annexure 8. At present the Company after a
considered review has not found any element or perceived threat that could pose a risk to
the existence of the company. i. Nomination and Remuneration Policy
The Company has a Nomination and Remuneration Policy for appointment and remuneration
of the Directors, Key Managerial Personnel and Senior Executives of the Company including
criteria for determining qualifications, positive attributes, Independence of a Director
and other related matters as required under Section 178(3) of the Act and SEBI Listing
Regulations.
The key requirements of the policy can be found in Annexure 3 to this Report.
j. Vigil Mechanism/ Whistle Blower Policy:
Details of the Vigil Mechanism are covered under the Corporate Governance Report, which
forms part of this Annual Report
. k. Internal financial control systems and their adequacy
The Company has formulated a Framework on Internal Financial Controls and laid down
Policies and procedures commensurate with the Size and nature of its operations pertaining
to financial reporting. In accordance with Rule 8 (5) (viii) of Companies (Accounts)
Rules, 2014, the Company has adequate internal control systems to monitor business
processes, financial reporting and compliance with applicable regulations and they are
operating effectively. The systems are periodically reviewed by the Audit Committee of the
Board, for identification of deficiencies and necessary time actions are taken to improve
efficiency at all the levels
The Committee also reviews the observations forming part of internal auditors' report,
key issues and areas of improvement, significant processes and accounting policies.
l. Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of the
Companies (Management and 52 Saksoft Limited
Administration) Rules, 2014, the Annual Return (MGT-7) of the Company as on March 31,
2023, will be available on the website of the Company at https://www.saksoft.com/
investor/company-announcements/annual-general-meetings/ Accordingly this is not annexed
herein.
m. Significant and material orders:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future.
n. Material Changes after 31st March, 2023
There have been no material changes and commitments between 31st March 2023 and the
date of this report having an adverse bearing on the financial position of the Company.
o. Details of utilization of funds raised through preferential allotment or
qualified institutions placement as specified under Regulation 32 (7A).
The Company has not raised funds through preferential allotment or qualified
institutions placement during the financial year 2022-2023.
p. Secretarial Standards
The Company has complied with the applicable Secretarial Standards issued by Institute
of Company Secretaries of India ("ICSI").
q. Insolvency Proceedings pending, if any under the Insolvency and Bankruptcy Code
2016
During the year no application has been made and there are no proceeding pending as per
Insolvency and Bankruptcy Code 2016.
7. AUDIT REPORT AND AUDITORS
Statutory Auditors
At the Twenty Third Annual General Meeting (AGM) held on August 09, 2022 the Members
approved appointment of Messrs. R. G. N. Price & Co., Chartered Accountants . (Firm
Registration No. 0042785S) as Statutory Auditors of the Company to hold office for a
period of five years which ends at the conclusion of AGM for the FY 2026-27.
Internal Auditors
M/s Finstein Advizory LLP are the Independent Internal Auditors of the Company. The
Audit Committee determines the scope of internal Audit in line with regulatory and
business requirements.
Secretarial Auditors
PursuanttotheprovisionsofSection204oftheCompanies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Lakshmmi Subramanian & Associates, Practising Company Secretaries to
undertake the Secretarial Audit for the FY 2023-24 of the Company.
Auditor's report and secretarial audit report
The Statutory Auditor's Report and the Secretarial Audit Report do not contain
anymaterial qualifications, reservations, adverse remarks or disclaimers.
Secretarial Audit Report of Saksoft Limited and its Indian Material subsidiaries is
attached to this report as Annexure 4A and 4B respectively to this Report.
Reporting of frauds by auditors
During the year under review, neither the statutory auditors nor the Secretarial
Auditor has reported to the audit committee under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the
Company by its officers or employees, the details which would need to be mentioned in
the Board's report.
8. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company
and the Social initiatives undertaken by the Company on CSR activities during the year
under review are set out in Annexure 1 of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the Corporate Governance
Report, which is a part of this report. The CSR policy is available for view on the
Company's website- https://www.saksoft.com/investor/corporate-governance/
9. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
Since the Company is one among the top 1000 Listed entities as per Market
Capitalization, it is required to provide Business Responsibility and Sustainability
Report as part of the Annual Report as required under Regulation 34(2)(f) of SEBI Listing
Regulations which forms part of the Annual report in Annexure 9.
10.CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
a. Conservation of Energy
We continue to strengthen our energy conservation efforts. We are always in lookout for
energy efficient measures for operation, and value conservation of energy through usage of
latest technologies for quality of services. The Chennai delivery center is situated in
the LED pre certified gold rated green building. In addition, the Company has made a
conscious shift to LED lights across all its locations against the traditional lights to
reduce the electricity consumption. These LED lights also generate lesser heat resulting
in faster cooling at lower electricity consumption. There are sensors installed in some of
the office locations to save electricity
. b. Technology Absorption
Saksoft having been in existence for more than two decades has been a front runner in
adopting latest trends in Technology. The infrastructure is regularly upgraded to ensure
scalability and round the clock availability in all circumstances. Right from migrating
critical applications to the cloud and ensuring adequate business continuity, the company
has used technology to improve the work experience of the resources and ensure efficient
delivery to the customers. The Company's operations do not require significant import of
technology.
c. Research and Development (R&D)
As mentioned above, the Company is constantly involved in developing solutions for its
customers using the emerging technologies which involve considerable research and
development efforts on the part of the employees. The efforts and costs incurred in such
research are integral to the operations of the Company and are not segregated and
identified separately.
d. Foreign Exchange Earnings and Outgo
(Rs. in Million)
Particulars |
FY 22-23 |
FY 21-22 |
Foreign exchange earnings |
|
|
and Outgo |
|
|
Foreign Exchange earnings |
1301.54 |
817.79 |
Expenditure in Foreign |
17.39 |
28.3 |
Currency |
|
|
11.ACKNOWLEDGMENT
The Company takes this opportunity to thank its customers, vendors, investors, business
associates and bankers for their support extended during the year to the Company.
The Management also likes to thank the Government of India, the Governments of various
countries, the concerned State Governments, Government Departments and Governmental
Agencies for their co- operation. The
Management would also wish to place their appreciation to the employees of the Company
and their families for the excellent contributions extended at all levels in achieving
growth and results.
For and on behalf of the Board
Place: Chennai |
Aditya Krishna |
Date: May 25, 2023 |
Chairman & Managing Director |
|