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Updated:16 Jul, 2019, 16:00 PM IST

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Updated:16 Jul, 2019, 16:01 PM IST

DIRECTORS REPORT

TO

THE MEMBERS,

We are presenting herewith, the report on our business and operations for the year ended March 31, 2016.

2. Business and Operations Review:

Total Operating Revenues increased, in Rupee terms by 23% to Rs.2,641.62 Mn during the Financial Year 2015–16 from Rs.2,141.55 Mn in the previous year. In US dollar terms revenues increased by 15%.

During the year, repeat business from existing clients accounted for 82% of revenues, down from 91% of the previous year. New client acquisition contributed 18% of revenues. New business is expected to grow, as synergies within the SQS Group feed through the sales pipeline.

Profit after tax was at Rs.319 Mn, (representing 12% of revenues) as against Rs.185 Mn (9% of the revenues) for the previous year. Currency fluctuations resulted in a gain for the year of Rs.43 Mn compared to a loss of Rs.37 Mn in the previous year.

Geographically, 50.98% of revenues came from Europe (previous year 46.24%), 33.30% from India, Middle East, Asia and Australia Regions (previous year 31.58%), 15.72% from America (previous year 22.18%). The proportion of onsite to offshore revenues stood at 61.76% / 38.24% compared to 55.34% / 44.66% in the previous year. This is reflected in the increase of 38% onsite revenue from Rs.1,185.21 Mn to Rs.1,631.41 Mn during the year under review.

Employee expenses increased due to higher onsite deployments with onsite revenue increasing to 62% of the total Revenue (previous year 55%).

employee strength, as at March 31, 2016, for the standalone entity was 939 (consolidated 1,076) compared to 767 (consolidated 907) in the previous year. Women employees standalone count stood at 288 (31% of the total) compared to 221 (29%) in the previous year. For the consolidated group, women employees stood at 309 (29%) compared to 250 (28%) in the previous year. The attrition rate increased to 21% for the year ended March 31, 2016 compare to 17% in the previous year.

3. Capital Expenditure:

D uring the year, Rs.45.26 Mn of capital expenditure was added to a gross block comprising of Rs.20.73 Mn on technology infrastructure, Rs.3.89 Mn on physical infrastructure, Rs.0.09 Mn on Vehicles and Rs.20.55 Mn addition on intangible assets which includes in–house developed software of Rs.15.81 Mn.

4. Expansion Plan:

To expand, the Company has taken a lease on 23,000 Sq. ft. of additional space within the building campus of Prince Info City, Chennai and is currently working on the creation of a 250 seat facility. This additional capacity, at a cost of Rs.90 Mn, will be a state–of–the–art facility and will be operational from July, 2016. The additional capacity will help the Company to meet growing opportunities for offshore business. This will be the fourth offshore delivery center in India for BFSI.

5. Enhancing automation in Test Process:

T h e Company developed a tool called FaXimme, a financial transaction simulator that aids issuers, acquirer and network providers to carry out financial transaction testing without requiring a direct physical connection with live production environment. It enhances automation in test process. FaXimme has been developed to work in a hosted/cloud environment. The scoping and evaluation was performed and the development of the tool was commenced during 2014. During the last two years, the Company has been testing/piloting the tool. The development was completed during the fourth quarter ended in March, 2016 and is ready for deployment.

Tevelopment Spend & Amortization: The Company has so far spent an amount of Rs.15.81 Mn, in terms of development efforts and related consulting over the last two years. Now, as the development work is complete, the development spend is being capitalized in the books of Accounts on March 31, 2016. The tool cost will be amortized, as per the Accounting standards and the policy of the Company, over the useful life of the tool, during the next three years.

Revenues: The Company has successfully demonstrated the framework to five of our Clients and also received very positive feedback about the marketability of the product. Clients' suggestions for additional features are considered to meet the changing business needs. The Company as such is confident of making progress in marketing the tool to its existing and prospective clients.

6. Liquidity:

T he Company, has repaid its Loan commitments in advance and became a debt free Company at the year end. The Company continues to maintain sufficient cash balance to meet its strategic objectives. The liquid assets at the end of the year stood at Rs.893.00 Mn (as against Rs.1,034.72 Mn previous year). The Year–end Account Receivables improved to 76 days sales (Rs.347.60 Mn) as against 94 days sales (Rs.549.81 Mn) in the previous year.

7. Share Capital:

Ts at the end of the financial year, the Company's Equity Share Capital stands at Rs.106.39 Mn, consisting of 10,638,749 fully paid up Equity Shares of Rs.10 each. The exercise of employee share options granted under Thinksoft ESOP Scheme, 2011 resulted in the allocation of 93,450 equity shares during the Financial Year 2015–16 to employees. As a result, the paid–up share capital of the Company increased from Rs.105.45 Mn to Rs.106.39 Mn. The disclosure in compliance of Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 is attached to this report as Annexure I.

8. Net Worth:

T h e net worth of the Company increased to Rs.870.53 Mn as at March 31, 2016 from Rs.848.56 Mn at the end of the previous year. This works out to a per share net worth of Rs.81.83.

T u ring the financial year, the Company has transferred Rs.31.9 Mn, (previous year Rs.18.48 Mn) to General Reserve, which represents 10% of the net profits of the Company. As a result, the total amount of General Reserve as on March 31, 2016 was Rs.131.39 Mn (Rs.99.49 Mn as at the end of the previous year).

10. Dividend:

Based on the Company's performance and the Net Cash Position of the Company, the Board of Directors is pleased to recommend a final Dividend of Rs.20/– per share (200% on face value of Rs.10/– each) for the financial year 2015–16. The Board had also declared an interim dividend of Rs.4/– per equity share (40% on face value of Rs.10/– each) on November 05, 2015.

The Final Dividend, if approved by the Shareholders in the General Meeting, would result in a total dividend of Rs.24/– per equity share (240% on face value of Rs.10/– each) for the financial year ended March 31, 2016. (Previous year 240% on face value of Rs.10/– each, i.e. Rs.24/– per equity share).

11. Subsidiaries

The Company operates internationally through five wholly owned subsidiaries:

a) SQS BFSI Pte. Ltd (formerly Thinksoft Global Services Pte. Ltd.,), Singapore

b) SQS BFSI Inc. (formerly Thinksoft Global Services Inc.,), USA

c) SQS BFSI UK Ltd (formerly Thinksoft Global Services UK Ltd.,), UK

d) SQS BFSI FZE (formerly Thinksoft Global Services FZE.,), UAE

e) Thinksoft Global Services (Europe) GmbH, Germany (being wound up)

The Company has initiated action towards voluntary winding up of the German Subsidiary. With a view to harmonize the operations in UK region, the Company's branch office in UK is closed with effect from July 31, 2015 and our wholly owned subsidiary SQS BFSI UK Limited continues to operate as usual to meet the business requirements. The Company also has branches / place of business in Belgium, Malaysia, Australia and Hong Kong.

Financial Statement of Subsidiaries:

A separate section on the salient features of the financial statements of subsidiaries, as prescribed under Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 can be found in Annexure II.

The Audited Annual Accounts and related information of subsidiaries, wherever applicable, will be made available to shareholders upon request and will also be available for inspection during normal business hours at the registered office of the Company. The Audited Accounts shall also be available at the website of the Company.

12. Annual Return:

T h e extracts of the current Annual Return for the present financial year as prescribed under Section 92(3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 is attached to this report as Annexure III.

13. Number of meetings of the Board:

T ive Board Meetings were held during the year. The dates on which the said meetings were held are as follows: April 23, 2015, May 18, 2015, July 23, 2015, November 05, 2015 and January 28, 2016. The details of the same are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. Corporate Governance and Management Discussion Analysis Report:

T s eparate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's auditors confirming compliance with Corporate Governance norms as stipulated in the erstwhile Clause 49 of the Listing Agreement entered into with National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are included in the Annual Report. The Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

A separate Management Discussion and Analysis Report is also attached and forms part of this report.

15. Declaration given by Independent Directors:

All the Independent Directors of the Company have given their declaration under Section 149(7) of the Companies Act, 2013 confirming that they are in compliance with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 for being an Independent Director of the Company.

16. Policy on Directors' Appointment and Remuneration:

T he Policy of the Company on Directors' appointment and Remuneration, including criteria for determining Qualifications, Positive attributes, independence of a Director and other matters, as required under Section 178 (3) of the Companies Act, 2013 is available. There has been no change in the policy since the last financial year. The details of the Remuneration Policy is covered in the Corporate Governance Report.

17. Particulars of loans, guarantees or investments:

The Company has not given any loan to any person or other body corporate, given any guarantee or provided security in connection with a loan to any other body corporate or person or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate. As specified under Section 186 of the Companies Act, 2013, the Company has the following investments in its Wholly Owned Subsidiaries

18. Particulars of contracts or arrangements with related parties:

During the year 2015–16 the contracts and arrangements entered by the Company with related parties were on an "arm's length" basis and in the ordinary course of business. The contracts and transactions with the promoters M/s.SQS Software Quality Systems AG, along with its subsidiaries has exceeded the threshold limit of 10% on the previous year consolidated turnover of the Company. Hence, the transactions with M/s.SQS Software Quality Systems AG and its subsidiaries have become "Material Transactions" as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A transaction limit upto Rs.975 Mn per annum for providing services has been approved by the Shareholders in the Annual General Meeting of the Company held on July 23, 2015. The aforesaid transactions falls within the limits approved by the Members. There are no materially significant related party transactions made by the Company with Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board of Directors for their approval.

In respect of transaction with the wholly Owned Subsidiaries prior omnibus approval of the Audit Committee is obtained on an annual basis, which are foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are tracked and verified. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on materiality of Related Party Transactions as approved by the Board is available on the Company's website. None of the Directors has any pecuniary relationships or transactions vis–a–vis the Company.

The details of contracts or arrangements with related parties entered during the year are given in a separate annexure to the report in Annexure IV.

19. Material changes and commitments, if any, affecting the financial position of the Company:

There are no material changes or commitments 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.

20. Transfer to Investor Education and Protection Fund:

As required under the provisions of Section 205A and 205C and other applicable provisions of Companies Act, 1956 (the corresponding provisions in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), the Company is required to transfer the dividends that remain unpaid/ unclaimed for a period of seven years, to an Investor Education and Protection Fund ("IEPF"), an account administered by the Central Government. On transfer of the amounts to IEPF, no claim shall lie in respect of those amounts against the Company. During the financial year 2015–16, no unpaid or unclaimed dividend was transferred to the IEPF.

All Members who have so far not encashed their dividend warrant(s) or those yet to claim their dividend amounts, may write to the Company/Company's Registrar and Share Transfer Agent, Karvy Computershare Private Limited.

21. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

(A) Conservation of energy:

(i) The steps taken that impact on conservation of energy:

The Company continues its drive on 'going green' and has initiated steps to conserve resources, reduce its carbon footprint and create sustainable alternatives wherever feasible. The Company's current operations do not require high–energy consumption and the Company continues its drive to adopt various measures to optimize energy usage.

The conservation steps include:

• Conversion of all desktops to small form/ultra small form factor based to reduce power consumption

• Managing business expansions without additional data centers.

• Light Sensors to automatically switch off unwanted lights

• Shutting down air conditioners on a budgeted hour's basis.

• Proposal to move towards LED lighting from current CFL.

• Utilizing more Video conferencing (VC) to reduce travel costs and improve energy savings.

• Continuing the disposal of e–waste generated in–house through vendors who adopt "Safe disposal practices", recycling and re–manufacture of printers, toners and cartridges.

All these initiatives are taken forward at a sustained pace

(ii) The steps taken by the Company for utilizing alternate sources of energy – The Company's registered office is located in a tech park where in close to 50% of the energy consumed are being sourced from grid using Wind Turbines.

(iii) The capital investment on energy conservation equipment – Nil

(B) Research & Development and Technology absorption:

(i) T he Company continues to focus on improving the technology for test automation and services framework to improve its offering to the customers.

(ii) The Company developed a tool called FaXimme, which enhances the automation in Test Process. This tool is basically a financial transaction simulator that aids issuers, acquirer and network providers to rapidly test payment transactions in a simulated environment. This in fact helps testing the software systems for messaging compliance without a physical connection in a live production environment. This has been developed to work in hosted/cloud environment, allows multiple users and instances to be deployed. The Company is actively demonstrating the features with the prospective clients, including leading banks and card operators.

(iii) The Company has absorbed appropriate technology advancements in providing the best services to its customers, with a focus of providing the same without any major financial implications to the organization. The Company has invested in infrastructure which is compliant and has been certified under established standards including SSAE 16, ISAE 3402 and PCI–DSS.

(iv) The procurement system continuously ensures cost effective purchases of the hardware more through local vendors thereby reducing dependency on imports. Where required, the Company also imports servers, switches etc. reserving foreign currency from out of its EEFC accounts.

(v) There are no imported technologies during the last three financial years.

(C) Foreign exchange earnings and outgo:

Foreign Exchange earned during the year in terms of actual inflows was Rs.2,450 Mn. Foreign Exchange outgoings during the year in terms of actual outflows was Rs.1,081 Mn.

22. Risk Management:

Risk Management at SQS BFSI is a comprehensively evolved process over the years and includes the identification, assessment, monitoring and mitigation of various risks that the Company may face in its business. The Company's Enterprise Risk Management approach identifies major risk categories: Operations, Industry, Resources and Regulatory environment. The Company's objective is to achieve a balance between acceptable levels of risk and reward in effectively managing its Operational, Financial, Business and Market risks.

This includes:

• Quarterly Internal Audits by an independent firm;

• Regular Process Compliance audits for ISO 9001 and ISO 27001 standards; Periodic audits of compliance to other regulatory frameworks;

• Annual Capital and Revenue Budget Planning followed by monthly reviews; Annual Sales Planning with Monthly / Periodic Monitoring;

• Annual Perspective and Strategic Planning exercise with yearly update; A conservative approach in planning funding requirements.

The Company has developed over the last few years a comprehensive internal financial control processes and procedures that could effectively mitigate the overall organizational risks. These processes and controls form part of review, verification and improvement by our internal audit and process teams, as detailed in the following section.

23. Adequacy of Internal Financial Controls:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain independence of the Internal Audit function, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The frame work for the Internal Finance Controls was made by:

• Tefining Controls, Governance and Standards, which includes Policies & Procedures, Organizational Structures and Performance Objectives.

• Tstablishing Control designs, which includes Roles & Responsibilities, Risk Identification, Capacity to deliver business objectives.

• Evolving Controls including Control Systems and Improvements.

• Compliance and Control Monitoring through internal resource or through Audit or a combination of both.

The Internal Audit Team along with the Process Team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit, corrective actions in the respective areas are undertaken and controls strengthened. Significant audit observations and responses / corrective actions thereon are presented to the Audit Committee of the Board.

T u ring the year, review of Internal Financial Control (IFC) has been made mandatory for the statutory auditors, the review of which has been carried out and report annexed, as part of Auditor's Report.

24. Corporate Social Responsibility:

The essence of Company's policy on Corporate Social Responsibility (CSR) is to contribute towards education, supporting differently abled, supporting clean and green environment and sensitizing employees on their responsibility towards society and encouraging them to take active part in various Company initiatives.

The Company has been supporting Vidya Sagar, (earlier known as The Spastics Society of India) an NGO in Chennai providing support to needy children / people with disability, focusing on early intervention, special education, physiotherapy, vocational training, communication therapy, etc. The Company makes periodical contributions by way of an endowment fund to ensure generation of certain fixed income to take care of their day–to–day operational expenses over a period of time. Employees are encouraged to contribute to Vidya Sagar and in support of this initiative, the Company also contributes an amount equal to employee's contribution to Vidya Sagar.

The Company has also contributed to an NGO, World Vision India, towards improvement of sanitation facilities in a Government School in Erukampattu Village, in Vellore District.

The details about the policy developed and implemented by the Company on corporate social responsibility and initiatives taken during the year are given as Annexure V as required under Companies (Corporate Social Responsibility Policy) Rules, 2014.

25. Composition of Audit Committee:

The Audit Committee of the Company has been constituted in line with the provisions of Section 177 of Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015.

The members of the Audit Committee are as follows:

1) Prof. K. Kumar, Chairman

2) Prof. S. Rajagopalan, Member

3) Mr. Rajiv Kuchhal, Member

4) Mr. Rene Gawron, Member

26. Recommendation of Audit Committee:

During the year all the recommendations of the Audit Committee were accepted by the Board.

27. Vigil mechanism:

The Company has formulated and adopted a vigil mechanism for employees to report genuine concerns to the Chairman of the Audit Committee. The Policy provides opportunities for employees to access in good faith, the Audit Committee, if they observe unethical and improper practices. The Whistle Blower Policy of the Company is available in the website of the Company. The link for the same is <http://www.sqs–bfsi.com/investors/corporate–>governance–policies.php

28. Directors' Responsibility Statement as required under Section 134 (5) of the Companies Act, 2013:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a. I n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. Tccounting policies had been selected and applied consistently; made judgments and estimates that were 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 and loss of the Company for that period;

c. T roper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act to safeguard the assets of the Company, to prevent and detect fraud and other irregularities;

d. Annual accounts were prepared on a going concern basis;

e. Tdequate internal financial controls were followed by the Company and that such internal financial controls are adequate and these were operating effectively;

f. T roper systems to ensure compliance with the provisions of all applicable laws were devised and such systems were adequate and operating effectively.

29. Board Evaluation:

Tursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has completed a formal evaluation of their performance and that of its Committees and individual Directors.

T h e Independent Directors evaluated the performance of the Non–Executive Directors, Chairman and the Board at a meeting of Independent Directors held on March 04, 2016. The Board of Directors in their meeting held on April 28, 2016 evaluated the Independent Directors individually. No Director participated in his/her own evaluation.

Directors were evaluated on various criteria including attendance, participation in Board Meetings and the willingness and commitment to devote the extensive time necessary to fulfill his/her duties.

The Independent Directors were also evaluated based on the professional conduct, roles and duties as specified in Schedule IV to the Companies Act, 2013. The evaluation of the Board as a whole was based on composition and statutory compliance, understanding of business risks, adherence to process and procedures; overseeing management's procedures for enforcing the organization's code of conduct, ensuring that various policies, including the whistle blower policy of the Company, were in force and actions were taken as appropriate

T he Nomination and Remuneration Committee and the Board of Directors, while deciding upon the payments to be made to the non–executive directors have considered the following criteria for making payments to non–executive directors:

• Performance of the Company

• Maintenance of independence & adherence to Corporate Governance

• Contributions during the meeting and guidance to the Board on important policy matters of the Company

• Active participation in strategic decision making and informal interaction with the management

31. Familiarization Programs:

T he Company has a familiarization program for Independent Directors pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The aim of the familiarization program is to provide insights into the Company to the Independent Directors, to enable them to understand the Company's business in depth and contribute significantly to the Company. The overview of the familiarization process and details of the familiarization programs imparted to the Independent Directors have been updated in the Company's website at <http://www.sqs–bfsi.com/investors/corporate–governance–policies.php>.

32. Policy for determining Material Subsidiaries:

P ursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a policy for determining material subsidiaries has been formulated by the Company. The same is dealt with elsewhere in the Annual Report.

In accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required information is annexed and forms part of this Report in Annexure VI A and Annexure VI B.

34. Directors & Key Managerial Personnel:

During the year, Dr. Martin Muller resigned as Managing Director and CEO with effect from March 31, 2016. We thank him for his significant contribution to the successful integration of Thinksoft into SQS and wish him well in the future. Ms. Aarti Arvind has been appointed as Managing Director and CEO and Mr. N. Vaidyanathan has been appointed as Executive Director with effect from April 01, 2016. The appointments were approved by the shareholders through Postal Ballot on March 16, 2016.

Mr. Gireendra Kasmalkar resigned as a non–executive director at the financial year end. We thank him for his support and contribution as non–executive director and wish him well in his new ventures. Further, Mr. Reji Thomas Cherian has been appointed as an Additional Director with effect from April 28, 2016. A Shareholder has proposed the appointment of Mr. Reji Thomas Cherian as Non–Executive Director and the same has been proposed in the notice to the Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. David Bellin (DIN–06790066) retires by rotation, and being eligible, offers himself for re–appointment.

In the Annual General Meeting held on July 23, 2015, Ms. Lilian Jessie Paul was appointed as an Independent Director of the Company with effect from October 30, 2014.

Ms. S. Akila has resigned as Company Secretary with effect from April 28, 2016 and Mr. S. Sampath Kumar has been appointed as Company Secretary and Compliance Officer with effect from the same date.

35. Public Deposits:

The Company has not accepted any public deposits and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

36. Status of Application money refund:

As on date of the balance sheet, an amount of Rs.72,000/– is lying unpaid in the IPO Refund Account. Any members who have not availed themselves of refund should write to "The Registrar and Share Transfer Agent" of the Company. The amount lying in the IPO Refund Account shall be transferred to the Investor Education and Protection Fund of the Central Government on October 14, 2016.

M/s.PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai is the Auditors of the Company. They were appointed in the 16th Annual General Meeting of the Company till the conclusion of third consecutive Annual General Meeting of the Company and subject to ratification by the shareholders at every Annual General Meeting. An ordinary resolution for ratification is being placed before the Members of the Company in the ensuing 18th Annual General Meeting for their approval.

The report issued by the Auditors to the members for the year ended March 31, 2016 does not contain any qualification, reservation or adverse remark or disclaimer.

38. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M. Alagar & Associates, Practicing Company Secretary as the Secretarial Auditor of the Company in the Board Meeting held on July 23, 2015 for the financial year 2015–16. The Secretarial Audit Report issued by M/s. M. Alagar & Associates is annexed and forms part of this Report in Annexure VII.

There is no Secretarial Audit qualification for the year under review.

39. Material orders passed by the Regulators, Courts or Tribunals:

There are no significant and material orders passed by the Regulators or Courts or Tribunals that may have an impact for the Company as a going concern and / or Company's operations.

40. Human Potential:

The Company continues to invest in its employees to enhance its core competence and competitive market position. Training is designed to build domain knowledge, technical skill, language proficiency and abilities to respond pro–actively to the emerging developments in a dynamic market.

In 2015–16, the Company crossed the 1000 employee mark with the closing head count of 1076. More than 15% of the total work force was added in the second half of the year. The focus was on training the new recruits on the methodology, internal processes and best practices. As compared to the industry average of 40 hours of training per employee per year, the Company achieved 50 hours in spite of the high growth in head count.

Out of the 233 training programs conducted during the year on 171 topics, training was aligned on equipping employees on Agile testing, Dev–Ops and Mobile testing. The overall employee strength (consolidated) increased during this period to 1076 (previous year 907).

PCI DSS (Payment Card Industry Data Security Standard):

Data protection is critical for the Company in maintaining its services to clients. The SQS India BFSI Limited offshore TCoE (Testing Centre of Excellence) in Chennai is fully compliant with ISAE 3402 (the International Standard on Assurance Engagements) and SSAE 16 (Statement on Standards for Attestation Engagements). Both provides for third party assurance to clients outsourcing data management and business processes.

PCI DSS, (Worldwide Data security standard defined by the Payment Card Industry Security Standards Council) provides Complete Secured Physical/Logical Work Environments, Multilayer Encryption for data at Receipt, Processing and Storage, Comprehensive Privacy Framework, Detailed Risk and Governance Framework, Wireless Intrusion and Prevention System, Enhanced HR Security Controls, Intensive Vulnerability Management Program by Authorized Scan Vendors (ASV), Business Continuity Program meeting ISO 22301 standards.

All offshore TCoE of SQS India BFSI Limited continue to adhere to internal certification for Quality Management System ISO 9001 and ISO 27001 Information Security Management System.

42. Disclosure as required under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a Policy on The Sexual Harassment Prevention, in line with the requirements of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Internal Complaints Committee ("ICC") has been set up to redress any complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received/cases filed and disposed–off during the financial year 2015–16:

a) No. of complaints received/cases filed: Nil

b) No. of complaints disposed off: Nil

43. Listing Fees:

The Company confirms that it has paid the annual listing fees for the year 2015–16 to both National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

44. Acknowledgments:

We thank our Customers, Bankers and Vendors for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth and successful integration into a larger SQS group was made possible by their hard work, loyalty, cooperation and support.

We thank the Governments of various countries where we have operations. We also thank the Central and State Governments, Security and Exchange Board of India, National Stock Exchange of India Limited, Bombay Stock Exchange Limited, the Reserve Bank of India, the Madras Export Processing Zone (MEPZ), and other Government Agencies for their support and look forward to their continued support in the future.

The Directors also thank the investors for their continued faith in the Company.

For and on behalf of Board of Directors of

SQS India BFSI Limited

(formerly Thinksoft Global Services Limited)

David Bellin

Chairman & Director  

Place : Chennai

Date : April 28, 2016  

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