SEC/SE/120/18-19 Chennai, August 02, 2018 Corporate Relationship Department Bombay Stock Exchange Limited PJ Towers, Dalal Stree
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SEC/SE/120/18-19 Chennai, August 02, 2018 Corporate Relationship Department Bombay Stock Exchange Limited PJ Towers, Dalal Street Mumbai – 400001 Sub: Submission of Annual Report for the Financial Year 2017-18 Ref: Company Symbol: SQSBFSI Dear Sir/Madam, Pursuant to Regulation 34 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Annual Report of the Company for the financial year 2017-18. You are requested to take the above on record and oblige. Thanking you, Yours faithfully, For SQS India BFSI Limited S. Sampath Kumar Company Secretary and Compliance Officer FCS No.3838 SQS India BFSI Limited sqs-bfsi.com 6A, Sixth Floor, Prince InfoFity II, SQS India BFSI Limited sqs-bfsi.com No. 283/3 & 283/4, Rajiv Gandhi Salai (OMR), Kandanchavadi, Chennai – 600 096, India, Annual Report FY 201 - 201 Phone: +91 44 4392 3200 sqs-bfsi.com SQS India BFSI Business Locations Other SQS Group Business Locations Printed by Chennai Micro Print (P) Ltd. - 77 Transforming the World Through Quality SQS India BFSI Limited Corporate information BOARD OF DIRECTORS Diederik Vos Chairman & Director Aarti Arvind Managing Director & Chief Executive Offi cer K. Ramaseshan Executive Director & Chief Financial Offi cer Prof. K Kumar Independent Director Lilian Jessie Paul Independent Director Prof. S Rajagopalan Independent Director Rajiv Kuchhal Independent Director René Gawron Non-Executive Director Ulrich Bäumer Independent Director COMPANY SECRETARY & S Sampath Kumar COMPLIANCE OFFICER AUDITORS Kalyaniwalla & Mistry LLP Chartered Accountants Esplanade House, 29, Hazarimal Somani Marg, Fort, Mumbai – 400 001. INTERNAL AUDITORS A. Murali & Associates, Chartered Accountants New No.2, T4, 3rd Floor, Majestic Square, Sherfudeen Street, Choolaimedu, Chennai-600 094 BANKERS The Lakshmi Vilas Bank Limited Cathedral Road, Chennai-600 086 ICICI Bank Limited Bazullah Road, T. Nagar, Chennai-600 017 The Hongkong and Shanghai Banking Corporation Limited Team SQS BFSI @ Odyssey 2018 Team Cathedral Road, Chennai-600 086 LEGAL ADVISORS S. Ramasubramaniam & Associates New No.13/1, Bishop Wallers Avenue West Mylapore, Chennai-600 004 REGISTRAR AND SHARE Cameo Corporate Services Limited TRANSFER AGENTS Subramanian Building No.1, Club House Road, Chennai-600 002 Tel. 044 2846 0390 / 044-40020700, email: [email protected], website: http://www.cameoindia.com REGISTERED OFFICE 6A, Sixth Floor, Prince Infocity II, No.283/3 & 283/4 Rajiv Gandhi Salai (OMR), Kandanchavadi, Chennai–600 096 Tel: 044 4392 3200, email: [email protected], website: www.sqs-bfsi.com SQS India BFSI Limited contents Chairman’s STANDALONE CONSOLIDATED 04 Overview FINANCIAL STATEMENTS FINANCIAL STATEMENTS Performance Independent Independent Highlights Auditor’s Auditor’s 06 62 Report 120 Report Directors’ Balance Balance 07 Report 68 Sheet 125 Sheet Annexure Statement Statement to Directors’ of Profi t and of Profi t and 18 Report 69 Loss 126 Loss Management Statement of Statement of Discussion Changes in Changes in 41 and Analysis 70 Equity 127 Equity Report on Statement of Statement of Corporate Cash Flow Cash Flow 44 Governance 72 129 Annual Report 2016-17 1 59 Certifi cations 74 Notes 131 Notes SQS India BFSI Limited BOARD OF DIRECTORS Board of Directors 1 2 3 4 5 6 7 8 9 Annual Report 2017-18 | 2 SQS India BFSI Limited BOARD OF DIRECTORS 1. Diederik Vos worked as Chief Financial Offi cer and Indian Institute of Management, Diederik (Dik) Vos is the Chairman Head-Business Excellence of Tata Bangalore and earned his doctorate and Additional Director (Non- Elxsi Limited, a listed Indian entity from IIT Kanpur. He has 38 years of Executive) of SQS India BFSI and a member of risk management experience working in Government, Limited. He has been CEO of SQS committee of the board of directors. not for profi t, private industry and in Software Quality Systems AG since academia. 4. Prof. K Kumar October 2012. He is responsible Prof. Kumar is Deputy Chairman 7. Rajiv Kuchhal for the company’s strategy and and Independent Director of Rajiv is an Independent Director the management of the Group SQS India BFSI Limited and is a of SQS India BFSI Limited. He Management Board.Dik Vos was Professor of entrepreneurship at worked for Infosys group for 16 appointed to the SQS Management the Indian Institute of Management years where he was instrumental Board in March 2011 and started Bangalore. He has over two in setting up of Product Engineering in SQS as COO, responsible for decades of experience as a and Telecom business units and global sales and operations. In this was the founding team member of role, he focused on driving forward corporate manager, consultant, Infosys BPO. Subsequently, he was company growth and improving entrepreneur and in academia. Chief Operating Offi cer of OnMobile the operational excellence of the Prof. Kumar holds a Bachelor’s Global where as part of senior global SQS Group. He previously degree in Electrical & Electronics management team helped company held senior management positions in Engineering (Madurai Kamaraj achieve global scale. He is now AT&T, Lucent Technologies, AVAYA University) and holds postgraduate working as angel-investor / mentor and International Network Services. and doctoral qualifi cations from the with multiple startups, primarily in Indian Institute of Management, 2. Aarti Arvind domain of social enterprises and Bangalore (IIM-B). Aarti is the Managing Director and technology. He is a General Partner CEO of SQS India BFSI Limited. 5. Lilian Jessie Paul at Exfi nity Ventures and a mentor at Aarti holds a Post Graduate Jessie is an Independent Director NSRCEL-Social at IIM, Bangalore. Diploma in Management from T.A. of SQS India BFSI Limited. She 8. René Gawron Pai Management Institute, Manipal is the Founder and CEO of Paul René is a Director of SQS India and a Bachelor’s degree in Science Writer, a B2B marketing advisory BFSI Limited. He is currently the from Madras University. She has fi rm. Previously, as Chief Marketing CFO of SQS Software Quality over 20 years of experience and Offi cer of Wipro’s IT business and Systems AG the world’s leading has played a key role across as Global Brand Manager at Infosys, specialist in software quality multiple areas including business Jessie has been recognized for services, in charge of fi nance, operations, commercial & legal, her contribution towards putting mergers and acquisitions, human human resources, infrastructure the Indian IT industry on the global resources and IT. and learning & development among map. Jessie holds MBA from Indian others. Institute of Management (IIM), 9. Ulrich Bäumer Calcutta and earned a Bachelor’s Ulrich is an Independent Director 3. Mr. K Ramaseshan degree in computer science and of SQS India BFSI Limited. He K Ramaseshan is the Executive engineering from National Institute is a qualifi ed lawyer (admitted to Director and CFO of SQS India of Technology (NIT), Trichy. practice in Germany and the US) BFSI Limited. He is an Associate and a partner in the technology Member of the Institute of Chartered 6. Prof. S Rajagopalan group of the international law Accountants of India and the Institute Prof.S Rajagopalan is an fi rm Osborne Clarke in Cologne. of Cost Accountants of India. He has Independent Director of SQS India He advises the clients of the fi rm more than 23 years of professional BFSI Limited. He is a Bachelor of mainly in the areas of information experience and has held key Technology (B.Tech) in Chemical technology, licensing (ERP, etc), positions in TVS Suzuki, WIPRO Engineering from Indian Institute outsourcing, digitalization and all Limited and IBM India Limited. Prior of Technology, Post Graduate other aspect of IT law. to joining SQS India BFSI Limited he Diploma in Management from Annual Report 2017-18 | 3 SQS India BFSI Limited CHAIRMAN’S OVERVIEW Chairman’s overview Dear shareholders, I would like to share with you the performance for the Financial Year 2017-18 of SQS India BFSI, new developments, the QA world around us and our market approach. Your company for the FY 2017-18 had a slow start in the beginning of the year but continued to build up the momentum and reported good growth across key verticals and regions. We reported an operating revenue of USD 42.84 Million as compared to USD 38.77 Million in FY 2016-17 refl ecting an increase of 10%. We achieved a Net Profi t Margin of 11.5%, an increase of 37.5% on year on year basis. We continue to share the profi t and have recommended an overall dividend of Rs 24 per share for the year, subject to your approval at the AGM. Mr. Diederik Vos Chairman With an intention to stay ahead in this digital era, As the world’s largest independent quality specialist your parent company Software Quality Systems and trusted advisor for ‘Digital Change’, our vision is (SQS) AG took a strategic decision and agreed a accelerating agility to deliver faster, better, lower cost merger with Assystem Services Deutschland GmbH, outcomes with greater certainty. Using global leading a subsidiary of Assystem Technologies (AT), backed capabilities, we ensure our clients pace of change by French PE fund Ardian. Ardian is an investor with becomes a competitive advantage. We accelerate agility more than two decades of successful track history and performance through our: and has investments of €62bn in many European • Focus and ability to combine business agility, and global companies. The enlarged Assystem management consulting and continuous quality Technologies group (AT) with combined revenues