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Directors Report of Take Solutions Ltd.
Mar 31, 2025
Your Directors'' are pleased to present the Twenty Fourth (24th) Annual Report along with audited financial statements -
both Standalone and Consolidated, for the financial year ended March 31, 2025.
1. Financial Performance Summary
The Company''s financial highlights for the year ended March 31,2025, are summarized below: (? in Million)
|
Particulars |
Consolidated |
Standalone |
||
|
March 31, 2025 |
March 31, 2024 |
March 31,2025 |
March 31, 2024 |
|
|
Total Income |
102.19 |
44.61 |
138.75 |
(62.48) |
|
Total Expenses |
94.81 |
277.28 |
37.46 |
163.94 |
|
EBITDA |
27.44 |
(202.80) |
109.18 |
(211.93) |
|
Depreciation & Amortization |
0.45 |
7.17 |
0.45 |
7.16 |
|
Finance Costs |
19.61 |
22.70 |
7.44 |
7.33 |
|
Profit/(Loss) before exceptional items |
7.38 |
(232.67) |
101.29 |
(226.42) |
|
Exceptional Items |
-- |
(391.00) |
-- |
(484.07) |
|
Profit/(Loss) before tax |
7.38 |
(623.67) |
101.29 |
(710.49) |
|
Profit/(Loss) for the year |
7.38 |
(663.76) |
101.29 |
(750.57) |
|
Total comprehensive income attributable |
374.07 |
(1,196.28) |
(696.49) |
(2,073.59) |
|
Earnings Per Share |
2.56 |
(8.18) |
(4.72) |
(14.01) |
|
Equity Shares (in numbers Mn) |
146.22 |
146.22 |
147.93 |
147.93 |
2. Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the
provisions of Sec 129(3) and Schedule III of the Companies Act, 2013 and Indian Accounting Standards ("Ind-AS"), and
other recognized accounting practices and policies. The Consolidated Financials are also available at the website of the
Company http://www.takesolutions.com/.
3. Financials of the Company and its Subsidiaries
The detailed Balance Sheet and Statement of Profit and Loss (both Consolidated and Standalone) are provided along
with this Annual Report and are also available on Company''s website at http://www.takesolutions.com/.
The financial statements of the subsidiary Companies are available for inspection by the shareholders at the Registered Office
of the Company. The Company will provide free of cost, the copy of the financial statements of its subsidiary companies to
the shareholders upon request of the shareholders. However, as required, the financial data of the subsidiaries have been
furnished as per Section 129(3) in Form AOC-1 as Annexure 3, which forms part of this Annual Report.
Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, separate
audited financial statements of each subsidiary of the Company in respect of a relevant financial year, are uploaded at
least 21 days prior to the date of the Annual General Meeting and are also available at the website of the Company at
https://www.takesolutions.com/investor-relation#finance.
4. Company''s Performance
During the year under review, your Company earned a Consolidated Revenue of ? 102.19 Mn as compared to ? 44.61
Mn in the financial year 2023-24. The Profit/ Loss for the year from continuing operations of ? 7.38 Mn as compared to
? (663.76) Mn in the financial year 2023-24.
The Company, during the year, had a Standalone Revenue of ? 138.75 Mn compared to ? (62.48) Mn in the financial
year 2023-24. The profit/loss from the continuing operations for the year is ? 101.29 Mn as compared to ? (750.57) Mn
in the financial year 2023-24.
An analysis of the Business and Financial Results is given in the Management Discussion and Analysis which forms part
of this Annual Report.
5. Foreign Exchange Earnings and Outgoings
During the financial year 2024-25, your Company''s foreign exchange earnings were ? 8.99 Mn and foreign exchange
outgoings were ? Nil as against ? 19.21 Mn of foreign exchange earnings and ? Nil Mn of foreign exchange outgoings
for the financial year 2023-24.
6. Transfer to General Reserve
No amount has been transferred from Profit and Loss to General Reserve for the financial year 2024-25.
7. Dividend
The company has not declared any dividend for the year due to inadequate profits during the year. Further as per
statutory requirements and norms, the Dividend Distribution Policy, in terms of Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulation"), is disclosed in the Corporate
Governance Report and is also available on Company''s website at https://www.takesolutions.com/images/corporate
governancel/Dividend-Distribution-Policy.pdf
8. Material changes and commitments affecting the financial position between the end of the financial year and
date of the report
There are no material changes or commitments affecting the financial position of the Company, which has occurred
between the end of the financial year of the Company to which the financial statements relate and the date of this
Report.
9. Change in Nature of Business, if any
There were no changes in the nature of business of the Company and its subsidiaries during the financial year ended
March 31, 2025.
10. Capital Structure:
There was no change in the Capital structure i.e. Authorized, Issued and Paid-up Equity Share Capital of the Company
during the year.
11. Employee Stock Options Scheme
In accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, the excess of the market price of the
underlying Equity Shares as of date of the grant over the exercise price of the option, including upfront payments, if
any, is to be recognized and amortized on a straight-line basis over the vesting period.
During the current financial year, the Company has not granted any options to its employees under TAKE Solutions
Limited Employee Stock Option Scheme 2007.
Other Stock option details and the applicable disclosures as stipulated under Regulation 14 of SEBI (Share
Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are
available on the website of the Company at www.takesolutions.com
12. Management Discussion and Analysis Report
The Management Discussion and Analysis Report (MD&A), for the year under review, as per provisions of Regulation
34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter-alia, capturing your Company''s
performance, industry trends and other material changes with respect to your Company''s and its subsidiaries, wherever
applicable, is presented separately, which forms part of this Annual Report.
13. Holding Company
As on March 31,2025, the equity holding of TAKE Solutions Pte Ltd, Singapore, the Holding Company is 52.90%.
14. Subsidiaries, Joint Ventures and Associate Companies
As at March 31, 2025, the Company had 2 subsidiaries, the details of which are given elsewhere in the Annual Report
under the relevant sections.
During the year under review, the Company''s entire stake in Ecron Acunova Limited was disinvested.
15. Particulars of loans, guarantees or investments
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars
relating to Loans, Advances, Guarantees, and Investments are provided as under:
a) As on March 31,2025, the Company has no outstanding corporate guarantee given on behalf of the entity where
control exists.
b) During the year under review the Company has not availed any loan.
c) During the financial year, the Company has not made any investment.
16. Related Party Transactions
All related party transactions that were entered into during the financial year were on arm''s length basis and in the
ordinary course of business. There were no materially significant related party transactions made by the Company
during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All related party transactions were presented to the Audit Committee and Board of the Company, specifying the nature,
value and terms and conditions of the transactions. The disclosure pertaining to the same has been provided in Form
AOC-2 as Annexure 6.
The Policy on related party transactions as approved by the Board is uploaded in the Company''s website at https://
www.takesolutions.com/images/corporate governance1/policv-on-related-partv-transactions.pdf
17. Internal Control And Its Adequacy:
Due to the discontinuation of the substantial business and inadequacy of staff, the Company ha not been able to
ensure adequate internal financial controls. Although, the Directors have laid down policies and procedures which
are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to
Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information, however, its
effective implementation is not possible in the current business scenario.
The Audit Committee deliberated with the members of the Management, considered the systems as laid down and
met the statutory auditors to ascertain their views on the internal financial control systems. The Statutory Auditors
have issued a qualified opinion in Annexure - B to the Independent Auditor''s Report (Standalone and Consolidated) on
review of Internal Financial Controls (ICFR) as provided hereunder:
Qualifications on Standalone Financial Statements:
The Company''s internal financial controls over assessment of impairment in carrying value of tax assets were not effective.
Further, in respect of matters pertaining to direct tax litigations pending before various forums relating to the various
assessment years, for which the Company''s internal financial controls over assessment on whether the outflow of resource
embodying economic benefits is probable or not as per the requirements of Ind AS 37- "Provisions, Contingent Liabilities and
Contingent Assets" is not effective. This could potentially result in the misstatement of its tax assets and tax provisions.
Response from the Company:
The Management has taken note of the Qualifications and it will reassess its internal control mechanism w.r.t. Auditors''
observations.
Qualifications on Consolidated Financial Statements:
The Holding Company''s internal financial controls over assessment of impairment in carrying value of tax assets were
not effective. Further, in respect of matters pertaining to direct tax litigations pending before various forums relating to
the various assessment years, for which the Holding Company''s internal financial controls over assessment on whether
the outflow of resource embodying economic benefits is probable or not as per the requirements of Ind AS 37- "Provisions,
Contingent Liabilities and Contingent Assets" is not effective. This could potentially result in the misstatement of its tax assets
and tax provisions.
Response from the Company:
The Management has taken note of the Qualifications, and it will reassess its internal control mechanism w.r.t. Auditors''
observations.
18. Internal Audit
The Company has neither appointed Internal Auditor nor conducted Internal Audit for the Financial Year 2024-2025.
The Company is in the process of appointing an Internal Auditor, keeping in view the adverse financial position and
unforeseen disruption in the business and operations of the Company.
19. Statutory Audit
M/s. Sundar Srini & Sridhar, Chartered Accountants (ICAI Registration No. 004201S) were appointed as Statutory
Auditors of the Company for a term of five years commencing from conclusion of 21st Annual General Meeting till the
conclusion of 26th Annual General Meeting.
The Statutory Auditors report on the financial statements (Standalone and Consolidated) contains a qualified opinion
as provided hereunder:
Qualifications on Standalone Financial Statements:
i. As stated in Note No 2.4(a) Standalone financial statements show tax assets to an extent of f 88.32 Million pertain
to various assessment years relating to the financial periods ending upto March 3i, 202i. In the absence of sufficient
appropriate evidence to corroborate management''s assessment of recoverability of these balances, we are unable to
comment on the carrying value of above receivables and the shortfall, if any, on the amount that would be ultimately
realizable from the tax authorities considering the fact that the Company''s contingent liabilities as at 3i March 2025
include contingent liabilities as stated in Note No. 4(a) aggregating to INR 108.03 Million pertaining to direct tax
litigations pending before various forums relating to the above periods, for which the assessment on whether the
outflow of resource embodying economic benefits is probable or not as per the requirements of Ind AS 37- "Provisions,
Contingent Liabilities and Contingent Assets" is in progress. In the absence of sufficient appropriate audit evidence, we
are unable to comment upon the appropriateness and classification of the aforesaid amounts as provision or contingent
liabilities as at 31 March 2025 in accordance with Ind AS 37, "Provisions, Contingent Liabilities and Contingent Assets"
and the consequential impact, if any, on the total liabilities and loss as at and for the year then ended.
2. Considering the business operations of the Company are severely impacted as stated in Note No. 13 to the standalone
financial Statements, we are unable to comment on the usage/recoverability of indirect tax credit/receivables of INR
53.63 Million and the consequential impact, if any, on the total assets and loss as at and for the year then ended.
3. We draw your attention to Note No. 13 to the standalone financial Statement, which indicates that the Company has
incurred huge loss after tax of INR 697.36 Million for the year ended March 31, 2025 (INR 2072.51 Million for the year
ended March 31,2024) on account of divestment of Ecron Acunova Limited and recognition of impairment loss on certain
financial assets resulting in substantial reduction in networth of the Company as on March 31,2025. Further, significant
deterioration in the value of the assets used to generate cash flows was seen over the last two years as evidenced by lower
volume of business. In addition, the Company has significant litigations under direct tax law and the outcome & impact of
which is unascertainable. Furthermore, the Company has significant unpaid statutory dues. The cumulative effect of these
factors and the possible impact of the matters stated in paragraphs (1) & (2) above indicate the existence of a material
uncertainty that may cast significant doubt on the Company''s ability to continue as a going concern and therefore the
Company may be unable to realize its assets and discharge its liabilities in the normal course ofbusiness. Despite the above
factors, the Standalone Financial Results have been prepared on a "going concern basis" and no adjustment has been
made to the carrying value of assets and liabilities, as the Company during the reporting period has successfully divested
its 100% stake held in subsidiary Ecron Acunova Limited, the proceeds of which were available to meet the pending
statutory and debt obligations of the subsidiary through this Financial Year. Further, the Company has pragmatically
initiated conversations for diversification of operations to other verticals subject to current non-compete obligations
applicable in the CRO industry. The company''s strategy is to solicit mutually rewarding business partnerships/Mergers
& Acquisitions in non-cash transactions and a positive closure of the deal is expected in the Financial Year 2026. While
the plans for diversification of operations to other verticals are under discussion, the consequential impact on the going
concern assumption is not ascertainable at this stage in the absence of detailed management''s assessment on the entity''s
going concern and hence we are unable to comment on whether the preparation of standalone financial results on a going
concern basis is appropriate and on the consequential impact, if any, on the standalone financial statements.
Response by the Management
1. Tax Assets to an extent of~ 88.32 Million recognised in the standalone financial statements pertain to various
assessment years relating to the financial periods ending upto March 31, 2021, are fully recoverable upon
completion of the assessment/ disposal of the appeals pending in various forums. The refunds are withheld/under
process on account of disputes pending before various forums and no impairment is considered necessary and
further the Management expects a favourable outcome on the pending tax litigations.
2. Management has actively engaged consultants to claim refunds where the same is allowed by Laws and balance
amount can be carried forward and set off against any future tax liability that may arise once the business get revived.
3. The Standalone Financial Results have been prepared on a "going concern basis" and no adjustment has been made
to the carrying value of assets and liabilities, as the Company, during the reporting period has successfully divested
its subsidiary Ecron Acunova Limited, the proceeds of which has addressed the immediate liquidity requirements
to meet the pending statutory and debt obligations through this Financial Year and the Company has paid some of
the statutory dues during the reporting period. Further, the Company has pragmatically initiated conversations for
diversification of operations to other verticals as subject to current non-compete obligations applicable in the CRO
industry. The company''s strategy is to solicit mutually rewarding business partnerships/Mergers & Acquisitions in
non-cash transactions and a positive closure of the deal is expected in the Financial Year 2026.
Qualifications on Consolidated Financial Statements:
1. Tax assets appearing in the consolidated financial statements to an extent of INR 118.70 Million pertain to various
assessment years relating to the financial periods ending upto March 31, 2021 as stated in Note No 13(a) to
consolidated financial statements. In the absence of sufficient appropriate evidence to corroborate the respective
entity''s management''s assessment of recoverability of these balances we are unable to comment on the carrying value
of above receivables and the shortfall, if any, on the amount that would be ultimately realizable from the tax authorities
considering the fact that the Group''s contingent liabilities as at 31 March 2025 include contingent liabilities aggregating
to INR 720.99 Million pertaining to direct tax litigations pending before various forums relating to the above periods as
stated in Note No. 4 consolidated financial statements, for which the assessment on whether the outflow of resource
embodying economic benefits is probable or not as per the requirements of Ind AS 37- "Provisions, Contingent Liabilities
and Contingent Assets" is in progress. In the absence of sufficient appropriate audit evidence, we are unable to comment
upon the appropriateness and classification of the aforesaid amounts as provision or contingent liabilities as at 31 March
2025 in accordance with Ind AS 37, "Provisions, Contingent Liabilities and Contingent Assets" and the consequential
impact, if any, on the total liabilities and profit of the Group as at and for the year then ended.
2. Considering the business operations of the Company and its subsidiary Navitas LLP are severely impacted as stated in
Note No 12 to the consolidated financial statements, we are unable to comment on the usage/recoverability of indirect
tax credit/receivables of INR 77.53 Million and the consequential impact, if any, on the total assets and profit of the
Group as at and for the year then ended.
3. As stated in Note No 12 to the Statement, the Group (other than the disposed group constituting the discontinued
operations) has not carried out any operations during the year. Further, significant deterioration in the value of the assets
used to generate cash flows was seen over the last two years as evidenced by lower volume of business. In addition, the
Group has significant litigations under direct tax law and the outcome & impact of which is unascertainable. Furthermore,
the Group has significant unpaid statutory dues. The cumulative effect of these factors and the possible impact of the
matters stated in paragraphs (1) & (2) above indicate the existence of a material uncertainty that may cast significant
doubt on the Group''s ability to continue as a going concern and therefore the Group may be unable to realize its assets
and discharge its liabilities in the normal course of business. Despite the above factors, the Consolidated Financial results
have been prepared on a "going concern basis" and no adjustment has been made to the carrying value of assets and
liabilities as the Holding Company, during the reporting period has successfully divested its subsidiary Ecron Acunova
Limited, the proceeds of which were available to meet the pending statutory and debt obligations through this Financial
Year. Further, the Holding Company has pragmatically initiated conversations for diversification of operations to other
verticals as subject to current non-compete obligations applicable in the CRO industry. The Holding Company''s strategy
is to solicit mutually rewarding business partnerships/Mergers & Acquisitions in non-cash transactions and a positive
closure of the deal is expected in the Financial Year 2026. While the plans for diversification of operations to other
verticals are in the discussion stage, the consequential impact on the going concern assumption is not ascertainable at
this stage in the absence of detailed management''s assessment on the entity''s going concern and hence we are unable
to comment on whether the preparation of consolidated financial results on a going concern basis is appropriate and
on the consequential impact, if any, on the consolidated financial statements.
4. As stated in Point 13(b), Other Income for the quarter and year includes write back of financial and non-financial
liabilities by Navitas LLP as Management feels these liabilities are no longer required to an extent of INR 16.44 Million and
INR 46.53 Million respectively. In the absence of sufficient audit evidence to corroborate management''s assessment of
writing back these liabilities, we are unable to comment on the amounts recognized under other income for the quarter
and year ended March 31,2025. Further, no assessment was carried out to determine whether tax credits availed earlier
on these items are to be adjusted or any further indirect tax liability to be recognised. In the absence of such assessment,
we are unable to comment on the carrying value of input credits lying in the books of the subsidiary.
Response by the Management
1. Tax Assets to the extent on 118.70 Million pertain to various assessment years relating to the financial periods
ending upto March 31, 2021, which according to the management are fully recoverable upon completion of the
assessment/ disposal of the appeals pending in various forums. The refunds are withheld/under process on account
of disputes pending before various forums and no impairment is considered necessary. Further, Management
expects a favourable outcome on the pending tax litigations.
2. Management has actively engaged consultants to claim refunds where the same is allowed by Laws and balance
amount can be carried forward and set off against any future tax liability that may arise once the business get revived.
3. The Consolidated Financial Results have been prepared on a "going concern basis" and no adjustment has been
made to the carrying value of assets and liabilities, as TAKE Solutions Limited (hereafter referred as "the Holding
Company"), during the reporting period ended has successfully divested its subsidiary Ecron Acunova Limited,
the proceeds of which has addressed the immediate liquidity requirements to meet pending statutory and debt
obligations through this Financial Year and the Group has paid some of the statutory dues. Further, the Holding
Company has pragmatically initiated conversations for diversification of operations to other verticals as subject
to current non-compete obligations applicable in the CRO industry. The Holding Company''s strategy is to solicit
mutually rewarding business partnerships/Mergers & Acquisitions in non-cash transactions and a positive closure
of the deal is expected in the Financial Year 2026.
4. Management is of the opinion that these liabilities are no longer required and thus the same has been accordingly
accounted for.
20. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. A. Ajay Kumar Bantia, Practicing
Company Secretary, to carry out the Secretarial Audit for the financial year ended March 31,2025.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31,2025 is enclosed as Annexure 2 to this
Report.
The Secretarial Auditor report contains a qualified opinion as provided hereunder:
1. There have been certain delay in filing/ submission of forms and returns with statutory authorities such as Ministry of
Corporate Affairs (MCA), Registrar of Companies (RoC), Stock Exchange(s) and Securities and Exchange Board of India
(SEBI) with or without additional filing fee in certain instances.
Response from the Company: Due to disruption of business and resignation of KMPs, there have been delays in
statutory filings. However, the Company is in the process of streamlining its internal controls to ensure timely
filings with statutory authorities
2. The Promoter''s holding was frozen and the securities of the listed entity were moved to Tcategory (''BZ''Series). The NSE
& BSE has imposed fines due to non-compliance of Regulation 33 and 6 of SEBI (LODR) Regulations, 2015.
Response from the Company: The Company has paid the prescribed fines fines levied by stock exchanges and the
Promoter''s holding were unfreezed subsequently by the Depositories.
|
BH S. NO. |
Act/ Regulations |
Compliance Requirement |
Observation |
Response from the Company |
|
1. |
Regulation 33 of |
The listed entity shall submit |
The Company has delayed in submission |
The Company has duly |
|
2. |
Regulation 6 of |
A listed entity shall appoint a |
The Company Secretary/ Compliance |
The Company has duly |
|
Section 203 of the (Appointment and Rules, 2014 |
Every listed company shall have |
|||
|
3. |
Regulation 17(1) |
The Board of Directors of listed Further, the Board of Directors |
Mr. Chella Gowrishankar, Non-Independent Further after the end of the Financial Year During the period under review, Ms. Hence the Company did not have an |
As per Regulation 17(1 E) of As per Section 203(4) of the |
|
Section 203 of the |
Every listed company shall have |
|||
|
vacated, the resulting vacancy |
. NO. | Act/Regulations | Compliance Requirement | Observation | Response from the Company
4. Section 138 of the Every listed company The Company has not appointed Internal The Company is in the process
Companies Act, shall appoint an internal Auditor for the Financial Year2024-2025. of appointing an Internal
2013 auditor, who shall either be Auditor keeping in view
a chartered accountant or a the financial position of the
cost accountant, or such other Company.
professional as may be decided
by the Board to conduct
internal audit of the functions
and activities of the company.
5. Regulation 46 The listed entity shall maintain The Company has a functional The Company is in the process
of SEBI (LODR) a functional website and website, however, the disclosures are of updating its website.
Regulations, 2015 disseminate all the information not maintained and updated under
as mentioned under Reg 46(2) appropriate sections/ headings.
of SEBI (LODR) Regulations,
2015
4. We draw reference to the matters stated on basis for Qualified Opinion and Material uncertainty relating to going
concern in the Standalone and Consolidated report of the Statutory Auditor dated 30th May 2025. Further the financial
position indicates the existence of a material uncertainty that may cast significant doubt on the Company''s ability to
continue as a going concern.
Response from the Company: The Standalone Financial Results have been prepared on a "going concern basis"
and no adjustment has been made to the carrying value of assets and liabilities, as the Company, during the
reporting period has successfully divested its subsidiary Ecron Acunova Limited, the proceeds of which has
addressed the immediate liquidity requirements to meet the pending statutory and debt obligations through
this Financial Year and the Company has paid some of the statutory dues during the reporting period. Further, the
Company has pragmatically initiated conversations for diversification of operations to other verticals as subject
to current non-compete obligations applicable in the CRO industry. The company''s strategy is to solicit mutually
rewarding business partnerships/Mergers & Acquisitions in non-cash transactions and a positive closure of the
deal is expected in the Financial Year 2026.
5. Further we note there have been delay in statutory remittance and there were also substantial unpaid statutory dues to
statutory authorities during the period in purview.
Response from the Company: Delay in payments were due to disruption in business and resignation of key
employees and KMPs. The Company has subsequently remitted substantial payments. The Company is also trying
to make arrangements for paying the balance payments.
Further in terms of SEBI requirements, the Secretarial Auditor is required to be appointed by the Members of
the Company. Accordingly, it is proposed to the members of the Company to consider and appoint Mr. Ashok
Ajay Kumar Bantia, Practicing Company Secretary having Membership No. F10357, Certificate of Practice Number:
13620, and Peer Review No.: 3214/2023 as the Secretarial Auditor of the Company for a period of five consecutive
Financial Years as per the resolution number 3 of the Notice calling this Annual General Meeting read along
with the statement made under Section 102 of the Companies Act, 2013 stating out the material information
concerning the resolution.
21. Reporting of Frauds by Auditors
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial
Auditor has reported any incident of fraud to the Audit Committee during the year under review.
22. Transfer of Unpaid and Unclaimed Amount to Investor Education and Protection Fund (IEPF)
In accordance with the provisions of Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("Rules"), the Company is required to transfer the following amount to IEPF established by the Government
of India: -
a) the dividend that remains unpaid or unclaimed for a period of seven (7) years.
b) the shares on which dividend has not been paid or claimed by the shareholders for seven (7) consecutive years or
more.
c) Accordingly, your Company in its various communications to the shareholders from time to time, request them
to claim their unpaid/unclaimed amount of dividend and shares due for transfer to the IEPF account established
by Central Government. Further, in compliance with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016
(IEPF Rules) including statutory modifications thereof, the Company publishes notice in newspapers and also
sends specific letters to all the shareholders, whose shares are due to be transferred to IEPF, to enable them to
claim their rightful dues.
d) During the year under review, the company was required to transfer unclaimed amounts pertaining to the
dividend declared for the Financial Years 2016-17 Final, 2017-18 First Interim and 2017-18 Second Interim. All the,
unclaimed dividends pertaining to the Financial Year 2016-17 Final, 2017-18 First Interim and 2017-18 Second
Interim amounting to ? 2,31,417.20, ? 1,50,717 and ? 1,28,746.20 respectively was duly transferred to IEPF account
as per the stipulated timelines.
e) The unclaimed amount pertaining to the dividend declared for the Financial Year 2017-18 - Final Dividend, 2018¬
19 - 1st Interim Dividend and 2018-19 - 2nd Interim Dividend shall be transferred to IEPF on September 16, 2025,
December 06, 2025, and March 19, 2025, respectively.
f) Details of unclaimed dividend as on March 31, 2025, has been provided under the Corporate Governance Report
that forms part of this Annual Report.
Members who have so far not encashed their dividend warrant(s) or those yet to claim their dividend amounts
may write to the Company Secretary/Company''s Registrar and Share Transfer Agent (M/s. Link Intime India Private
Limited).
23. Other Disclosures
a) Your Company has not accepted any deposits from the public within the meaning of the Companies'' (Acceptance
of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.
c) Your Company has complied with the applicable Secretarial Standards relating to ''Meetings of the Board of
Directors'' and ''General Meetings'' during the year.
d) Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of
the Companies Act, 2013 are not applicable to the business activities carried out by the Company.
e) There are no significant or material orders passed by the Regulators/Courts which would impact the going concern
status of the Company and its future operations.
f) Your Company has neither made any application nor any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year.
24. Corporate Governance
Your Company believes in adopting best practices of corporate governance. Your Company strives to maintain high
standards of Corporate Governance through interactions with all stakeholders. As per the Regulation 34(3) read
with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, a separate section on
Corporate Governance followed by your Company, along with a certificate from the auditors confirming the level of
compliance with the corporate governance norms under SEBI LODR Regulation 2015 is attached and forms part of the
Board''s Report as Annexure 1.
25. Risk Management
Your Company also has a robust Risk Management Framework in place covering critical areas of operations. This
framework is reviewed periodically keeping in mind the business dynamics and external environment and provides
the guidelines for managing the various risks across the business.
Further details on risk management can be found in the Risk Management Report, forming part of this Annual
Report.
26. Business Responsibility and Sustainability Report (BRSR)
Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 and the amendment dated May 5, 2021, with
effect from financial year 2022-2023, the top one thousand listed entities based on market capitalization shall
submit a Business Responsibility and Sustainability Report (BRSR) in the format as specified by the Board from
time to time.
Since the Company was not in top 1000 listed entities as on March 31,2025 and thereafter, the Company is not required
to submit BRSR under Regulation 34(2)(f) of the SEBI LODR Regulations.
27. Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and
their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for
fair disclosure of unpublished price sensitive information which has been made available on the Company''s
website at https://www.takesolutions.com/images/corporate%20governance/code-of-conduct-for-prohibition-
28. Vigil Mechanism/ Whistle Blower Policy
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and
employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns
about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is
part of this report and is also available on Company''s website at https://www.takesolutions.com/images/corporate%20
governance/whistle-blower-policy.pdf
29. Information Required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013
Your Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and has also instituted a policy and framework for employees to
report sexual harassment cases at workplace. The Company''s process ensures complete anonymity and confidentiality
of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the
organization.
There were no complaints pending for the redressal at the beginning of the year and no complaints received during
the financial year by the Company''s POSH Committee.
The Policy on Sexual Harassment of Women at Workplace is available on Company''s website at https://www.
takesolutions.com/images/corporate%20governance/policv-on-prevention-of-sexual-harassment-at-workplace.pdf.
30. Particulars of Employees
Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure 5A to this report.
Pursuant to Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment of
Managerial Personnel) Rules, 2014, no employee who draw a remuneration of more than ? 1.20 crores per annum or ?
8.5 lakh per month, was employed throughout the financial year or part of the Financial Year.
31. Corporate Social Responsibility
Your Company has always been committed to Corporate Social Responsibility (CSR) & sustainability initiatives. As per
the provisions of the Companies Act, 2013, a company meeting the specified criteria shall spend at least 2% of its
average net profits for three immediately preceding financial years towards CSR activities. Since 2013, your Company
has contributed towards multiple worthy causes, often going above and beyond this mandate.
During the year under review, since the Company has not crossed the thresholds as specified under section 135 of
the Companies Act, 2013, the Company is not required to spend any amount towards Corporate Social Responsibility
Activities.
Your Company continues to support causes across healthcare, education and environmental sustainability, and we
look forward to taking up many more critical projects in better times ahead. The detailed CSR report in terms of Section
135 of the Companies Act, 2013 is forming part of this report as Annexure -4.
Contents of CSR Policy is also available on Company''s website at https://www.takesolutions.com/images/about-take/
Corporate-Social-Responsibility.pdf.
32. Particulars Regarding Conservation of Energy, Research and Development, and Technology Absorption
a. Measures taken to reduce energy consumption: No new measures taken during the year.
b. Technology Absorption -
⢠Nothing significant to report for the year.
33. Extract of Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2025,
is available in the Company website and can be accessed at www.takesolutions.com.
34. Board of Directors
a) Board''s Composition and Independence
Your Company''s Board consists of industry leaders and visionaries who provide strategic direction and guidance
to the organization. As on March 31 2025, the Board comprised of four Non-Executive Independent Directors and
one Non-Executive Director. None of the Directors of your Company are disqualified as per Section 164(2) of the
Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the
Companies Act, 2013 and Listing Regulations.
Definition of ''Independence'' of Directors is derived from Regulation 16 of the Listing Regulations and Section
149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the
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they meet the prescribed criteria for independence. The Board, after undertaking assessment and on evaluation of
the relationships disclosed, considered the following Non-Executive Directors as Independent Directors:
a) Mr. Rangasami Seshadri
b) Mr. Ramesh Gopal
c) Dr. Chandrasekaran Nagarajan
d) Ms. Kiran Sharma
All Independent Directors have also affirmed compliance to the code of conduct for independent directors
as prescribed in Schedule IV to the Companies Act, 2013. For the purpose of Rule 8(5(iiia)) of the Companies
(Accounts) Rules, 2014, the Board affirms the integrity, expertise and experience (including the proficiency) of
the Independent Director appointed during the year ended March 31, 2025. List of key skills, expertise and core
competencies of the Board members is provided in Corporate Governance Report, which forms part of the Annual
Report.
b) Committees of the Board
Your Company''s Board has the following committees:
(i) Audit Committee.
(ii) Nomination and Remuneration Committee.
(iii) Stakeholders Relationship Committee.
(iv) Corporate Social Responsibility Committee; and
(v) Risk Management Committee.
Details of terms of reference of the Committees, Committee membership changes, and attendance of Directors at
meetings of the Committees etc. are provided in the Corporate Governance report that form part of this Annual
Report.
c) Meetings of the Board & Committees
The Board meetings are normally held on a quarterly basis and a calendar of Meetings is usually prepared and
circulated in advance to the Directors. The Board met six (6) times during the financial year 2024-25 on May 30,
2024, September 13, 2024, October 4, 2024, January 2, 2025, January 22, 2025 and February 12, 2025. The necessary
quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120
days. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance
Report that forms part of this Annual Report.
d) Directors and Key Managerial Personnel
During the financial year, based on the recommendations of the Nomination and Remuneration Committee
("NRC") and in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors
was duly constituted. The appointment and resignation of the Directors during the Financial Year are as follows:
i. Directors retiring by rotation.
Mr. Srinivasan H R retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking
shareholders'' approval for his re-appointment along with other required details forms part of the Notice.
ii. Resignation of Directors
a) Ms. Shobana, Whole Time Director, resigned from the Company with effect from October 5, 2024.
b) Mr. Chella Gowrishankar, Non-Independent & Non-Executive Director, resigned from the Company with
effect from March 7, 2025.
Changes in the constitution of the Board of Directors after the end of the Financial Year and until the date
of reporting:
a) Ms. Kiran Sharma resigned from the position of Independent Director of the Company with effect
from 02nd April 2025
b) Mr. Rangasami Seshadri resigned from the position of Independent Director of the Company with
effect from 27th April 2025
c) Mr. Ramesh Gopal resigned from the position of Independent Director of the Company with effect
from 01st May 2025
d) Mr. Chandrasekaran Nagarajan resigned from the position of Independent Director of the Company
with effect from 01st May 2025
As on reporting date, the following are the Board of Directors:
|
S. No |
Name of the Director |
DIN |
Designation |
|
1. |
Srinivasan Ramani Harikesanallur |
00130277 |
Director |
|
2. |
Cecily Dheepa |
07900799 |
Additional Director |
|
3. |
Vedamirtham Venkatesan |
00194600 |
Whole Time Director |
|
4. |
Pushpa Joshi |
06838093 |
Additional Director (Independent) |
|
5. |
Kanwar Nitin Singh |
10204543 |
Additional Director (Independent) |
|
6. |
Peeyush Sethia |
09850692 |
Additional Director (Independent) |
35. Changes in Key Managerial Personnel
Ms. Shobana, Whole Time Director, resigned from the Company with effect from October 5, 2024. There were no other
changes in the Key Managerial Personnel during the financial year.
36. Board Evaluation
In line with the Corporate Governance Guidelines of the Company and the provisions of the Companies Act, 2013,
and Regulations 17 & 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Annual Performance Evaluation was conducted for all the Board Members as well as working of
Board and its Committees. 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.
37. Policy on Director''s Nomination and Remuneration
The Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence
for appointment of the director (executive/non-executive/independent) and also the criteria for determining the
remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company. Details of
Nomination, Remuneration & Evaluation policy of the Company is available on the Company website at https://
www.takesolutions.com/images/corporate governance1/Nomination-Remuneration-and-Evaluation-Policy.pdf
and is provided as Annexure 5 to this Board''s Report.
38. Board Policies
The details of the policies approved and adopted by the Board are available on Company''s website at https://www.
takesolutions.com.
39. Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming
that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16(1)(b) of
Listing Regulations, as amended from Independent Directors confirming that they are not disqualified for continuing
as an Independent Director. In addition to the declaration by Independent Directors, pursuant to regulation 34(3)
and schedule V para-C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
a certificate from a company secretary in practice that none of the directors on the board of the company have been
debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of
Corporate Affairs or any such statutory authority is attached as Annexure-2B and forms part of this Board Report.
40. Familiarization Programme
The Board Members are provided various updates and presentations with respect to Company''s business and
operations, its future plans and outlook and other important developments, from time to time. Subject matter experts
from the organization also provide regular updates to the Board Members regarding various developments. These
details are covered under various minutes and records maintained by the Company. Details regarding Company''s
business, operations and other requisite information may be found at the Company''s website at www.takesolutions.
com.
41. Directors'' Responsibility Statement
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 Audit Committee, the Board is of the opinion that the Company''s internal financial controls were
adequate and effective during Financial Year 2024-25.
Pursuant to clause (c) of sub-section (3) and sub-section (5) of Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are
no material departures;
ii. they 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 that period;
iii. they have taken proper and sufficient care 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;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and such internal financial controls
are adequate and operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
42. Green Initiative
Electronic copy of the Annual Report for FY 2024-2025 and the Notice of the ensuing AGM is being sent to all
shareholders whose email addresses are available in demat account and registered with Company''s Registrar and Share
Transfer Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 5, 2020, shareholders
holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for
shareholders holding shares in physical form, should get their email registered with Link Intime India Private Limited,
Company''s Registrar and Share Transfer Agent.
Acknowledgement
Your Directors wish to thank the Customers Suppliers Bankers, Business Associates and Government Agencies and
Shareholders for their continued support and co-operation. The Directors appreciate the contribution made by the
employees for their dedication, hard work and support during these challenging times.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Chennai Srinivasan H.R. Vedamirtham Venkatesan
Date: May 30, 2025 Director Executive Director & CFO
DIN:00130277 DIN: 00194600
Mar 31, 2024
Your Directors'' are pleased to present the Twenty Third (23rd) Annual Report along with audited financial statements - both Standalone and Consolidated, for the financial year ended March 31,2024.
1. Financial Performance Summary
The Company''s financial highlights for the year ended March 31,2024, are summarized below: (T in Million)
|
Particulars |
Consolidated |
Standalone |
||
|
March 31, 2024 |
March 31, 2023 |
March 31,2024 |
March 31, 2023 |
|
|
Total Income |
671.81 |
1,975.17 |
(62.03) |
652.90 |
|
Total Expenses |
923.88 |
2,324.00 |
163.94 |
551.51 |
|
EBITDA |
(119.01) |
(105.89) |
(211.48) |
118.65 |
|
Depreciation & Amortization |
78.75 |
168.40 |
7.16 |
11.11 |
|
Finance Costs |
54.31 |
74.54 |
7.33 |
6.15 |
|
Profit before exceptional items |
(252.07) |
(348.83) |
(225.97) |
101.39 |
|
Exceptional Items |
(931.83) |
(103.90) |
(1,086.46) |
(54.42) |
|
Profit before tax |
(1,183.90) |
(452.73) |
(2,032.43) |
46.97 |
|
Profit for the year from continuing operations |
(1,196.20) |
(469.53) |
(2,072.51) |
42.85 |
|
Total comprehensive income attributable to: Shareholders of the Company |
(1,196.28) |
(972.18) |
(2,073.59) |
42.41 |
|
Earnings Per Share |
(8.18) |
(6.86) |
(14.01) |
0.29 |
|
Equity Shares (in numbers Mn) |
146.22 |
146.22 |
147.93 |
147.93 |
2. Material changes and commitments affecting the financial position between the end of the financial year and date of the report
One of the subsidiaries of the Company namely M/s. Navitas LLP has defaulted on repayment of principal and interest amount to ICICI Bank on April 30, 2024. In this regard, the Company had received a notice from Bank on May 17, 2024, regarding the invocation of Corporate Guarantee given to M/s. Navitas LLP amounting to Rs. 7.15 Crores. There are no other material changes or commitments affecting the financial position of the Company, which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.
3. Company''s Performance
During the year under review, your Company earned a Consolidated Revenue of T 671.81 Mn as compared to 1,975.17 Mn in the financial year 2022-23. The Profit/Loss for the year from continuing operations of T (1,196.20) Mn as compared to T (469.53) Mn in the financial year 2022-23. The Company, during the year, had a Standalone Revenue of T (62.03) Mn compared to T 652.90 Mn in the financial year 2022-23. The profit/loss from the continuing
operations for the year is T (2,072.51) Mn as compared to T 42.85 Mn in the financial year 2022-23.
An analysis of the Business and Financial Results are given in the Management Discussion and Analysis which forms part of this Annual Report.
4. Management Discussion and Analysis Report
The Management Discussion and Analysis Report (MD&A), for the year under review, as per provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter-alia, capturing your Company''s performance, industry trends and other material changes with respect to your Company''s and its subsidiaries, wherever applicable, is presented separately, which forms part of this Annual Report.
5. Dividend
The company has not declared any dividend for the year due to inadequate profits during the year.
As per statutory requirements and norms, the Dividend Distribution Policy, in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulation"), is disclosed in the Corporate Governance Report and is also available on Company''s website at https://www.takesolutions.com/
images/corporate_governance1/Dividend-Distribution-
6. Capital Structure:
There was no change in the Capital structure i.e. Authorised, Issued and Paid-up Equity Share Capital of the Company during the year.
7. Transfer to General Reserve
An amount of ? 15.90 Mn was transferred to General Reserve on account of ESOP exercised/ lapsed by employees. Apart from this, no other amount has been transferred from Profit and Loss to General Reserve for the financial year 2023-24.
8. Holding Company
As on March 31, 2024, the equity holding of TAKE Solutions Pte Ltd, Singapore, the Holding Company is 52.90%.
9. Subsidiaries, Joint Ventures and Associate Companies
As at March 31, 2024, the Company had 3 subsidiaries, the details of which are given elsewhere in the Annual Report under the relevant sections.
10. Change in Nature of Business, if any
There were no changes in the nature of business of the Company and its subsidiaries during the financial year ended March 31, 2024.
11. Particulars of loans, guarantees or investments
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees, and Investments are provided as under:
a) As on March 31,2024, the Company had an outstanding corporate guarantee given on behalf of the entity where control exists (disclosed to the extent of the borrowing outstanding as on Balance Sheet date) which includes Ecron Acunova Limited - Rs. 199.84 Mn.
b) During the year under review the Company has not availed any loan.
c) During the financial year, the Company has not made any investment other than investment made in the wholly owned subsidiary.
12. Related Party Transactions
All related party transactions that were entered into during the financial year were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All related party transactions were presented to the Audit Committee and Board of the Company, specifying the nature, value and terms and conditions of the transactions. The disclosure pertaining to the same has been provided in Form AOC-2 as Annexure 7.
The Policy on related party transactions as approved by the Board is uploaded in the Company''s website at https://www.takesolutions.com/images/corporate_ governance1/policy-on-related-party-transactions.pdf
13. Employee Stock Options Scheme
In accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, the excess of the market price of the underlying Equity Shares as of date of the grant over the exercise price of the option, including upfront payments, if any, is to be recognized and amortized on a straight-line basis over the vesting period.
During the current financial year, the Company has not granted any options to its employees under TAKE Solutions Limited Employee Stock Option Scheme 2007.
Disclosure in compliance with the Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 TAKE Solutions Ltd
Particulars of the ESOP Scheme 2007 as at March 31 2024
|
Particulars |
Series III |
Series IV |
Series V |
Series VI |
|
Grant Price - ? |
73.00 |
73.00 |
73.00 |
73.00 |
|
Fair Value per share - ? |
89.81 |
93.29 |
154.61 |
47.56 |
|
Grant Date |
August 07,2015 |
March 24, 2016, |
May 17, 2018 |
August 08, 2019 |
|
Vesting commences on |
August 06,2016 |
March 23, 2017, |
May 16, 2019 |
August 07, 2020, |
|
Vesting Schedule |
30% of grant on August 06, 2016, subsequent 30% of grant on August 06, 2017 and balance 40% of grant on August 06, 2018 |
30% of grant on March 23, 2017, subsequent 30% of grant on March 23, 2018 and balance 40% of grant on March 23, 2019 |
30% of grant on May 16, 2019, subsequent 30% of grant on May 16, 2020 and balance 40% of grant on May 16, 2021 |
30% of grant on August 07, 2020, subsequent 30% of grant on August 07, 2021 and balance 40% of grant on August 07, 2022. |
|
Exercise period |
5 Years |
5 Years |
5 Years |
5 Years |
|
Option Granted and outstanding at the beginning of the year |
100,000 |
20,000 |
25,000 |
25,000 |
|
Option granted during the year |
NIL |
NIL |
NIL |
NIL |
|
Option lapsed and /or withdrawn during the year |
100,000 |
20,000 |
25,000 |
25,000 |
|
Option exercised during the year against which shares were allotted |
NIL |
NIL |
NIL |
NIL |
|
Option granted and outstanding at the end of the year of which - Option vested - Option yet to vest |
NIL NIL |
NIL NIL |
NIL NIL |
NIL NIL |
Other Stock option details and the applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.takesolutions.com
14. Foreign Exchange Earnings and Outgoings During the financial year 2023-24, your Company''s foreign exchange earnings were T 19.21 Mn and foreign exchange outgoings were T Nil Mn as against T 52.21 Mn of foreign exchange earnings and T 1.72 Mn of foreign exchange outgoings for the financial year 2022-23.
15. Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the provisions of Sec 129(3) and Schedule III of the Companies Act, 2013 and Indian Accounting Standards ("Ind-AS"), and other recognized accounting practices and policies. The Consolidated Financials are also available at the website of the Company http://www.takesolutions.com/.
16. Financials of the Company and its Subsidiaries
The detailed Balance Sheet and Statement of Profit and Loss (both Consolidated and Standalone) are provided
along with this Annual Report and are also available on Company''s website at https://www.takesolutions.com/ investor-relation#finance.
The financial statements of the subsidiary Companies are available for inspection by the shareholders at the Registered Office of the Company. The Company will provide free of cost, the copy of the financial statements of its subsidiary companies to the shareholders upon request of the shareholders. However, as required, the financial data of the subsidiaries have been furnished as per Section 129(3) in Form AOC-1 as Annexure 4, which forms part of this Annual Report.
Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, separate audited financial statements of each subsidiary of the Company in respect of a relevant financial year, are uploaded at least 21 days prior to the date of the Annual General Meeting and are also available at the website of the Company at https://www.takesolutions.com/investor-relation#finance
17. Other Disclosures
a) Your Company has not accepted any deposits from the public within the meaning of the Companies'' (Acceptance of Deposits) Rules, 2014 and as such, no
amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.
c) Your Company has complied with the applicable Secretarial Standards relating to ''Meetings of the Board of Directors'' and ''General Meetings'' during the year.
d) Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.
e) There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
f) Your Company has neither made any application nor any proceeding pending under the Insolvency and Bankruptcy Code , 2016 during the year.
18. Corporate Governance
Your Company believes in adopting best practices of corporate governance. Your Company strives to maintain high standards of Corporate Governance through interactions with all stakeholders. As per the Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, a separate section on Corporate Governance followed by your Company, along with a certificate from the auditors confirming the level of compliance with the corporate governance norms under SEBI LODR Regulation 2015 is attached and forms part of the Board''s Report as Annexure 1.
19. Internal Control And Its Adequacy:
Adequate internal control systems commensurate with the nature of the Company''s business, size and complexity of its operations are in place and have been operating effectively. The Directors have laid down policies and procedures which are adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Apart from this, your Company has also engaged a full-fledged professional Internal Audit firm to test and check the Internal Controls of all systems and suggest corrective and remedial measures.
The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.
20. Internal Audit
Internal Audit of the company is handled by Mr. N. Ramakrishnan, an independent Chartered Accountant, for evaluating the adequacy of internal controls and concurrently reviews majority of the transactions in value terms. Independence of the firm and compliance is ensured by the direct reporting of the firm to the Audit Committee of the Board.
21. Statutory Audit
M/s. Sundar Srini & Sridhar, Chartered Accountants (ICAI Registration No. 004201S) were appointed as Statutory Auditors of the Company for a term of five years commencing from conclusion of 21st Annual General Meeting till the conclusion of 26th Annual General Meeting. The Statutory Auditors report on the financial statements (Standalone and Consolidated) contains a qualified opinion as provided hereunder:
Qualifications on Standalone Financial Statements:
1. As stated in Note No 2.4(a) Standalone financial statements show tax assets to an extent of T 88.32 Million pertain to various assessment years relating to the financial periods ending upto March 31, 2021. In the absence of sufficient appropriate evidence to corroborate management''s assessment of recoverability of these balances, we are unable to comment on the carrying value of above receivables and the shortfall, if any, on the amount that would be ultimately realizable from the tax authorities considering the fact that the Company''s contingent liabilities as at 31 March 2024 include contingent liabilities as stated in Note No. 4(a) aggregating to INR 113.30 Million pertaining to direct tax litigations pending before various forums relating to the above periods, for which the assessment on whether the outflow of resource embodying economic benefits is probable or not as per the requirements of Ind AS 37- "Provisions, Contingent Liabilities and Contingent Assets" is in progress. In the absence of sufficient appropriate audit evidence, we are unable to comment upon the appropriateness and classification of the aforesaid amounts as provision or contingent liabilities as at 31 March 2024 in accordance with Ind AS 37, "Provisions, Contingent Liabilities and Contingent Assets" and the consequential impact, if any, on the total liabilities and loss as at and for the year then ended.
2. Considering the business operations of the Company are severely impacted as stated in Note No. 13 to the standalone financial Statement, we are unable to comment on the usage/recoverability of indirect tax credit/receivables of INR 61.29 Million and the consequential impact, if any, on the total assets and loss as at and for the year then ended is not ascertainable.
3. We draw your attention to Note No. 13 to the standalone financial Statement, which indicates that the Company has incurred huge loss after tax of INR 2072.51 Million for the year ended March 31, 2024 on account of recognition of impairment loss on certain financial assets resulting in substantial reduction of net
worth of the Company as on March 31, 2024. Further, significant deterioration in the value of the assets used to generate cash flows was seen over the last two years as evidenced by lower volume of business. In addition, the Company has significant litigations under direct tax law and the outcome & impact of which is unascertainable. Furthermore, the Company has significant unpaid statutory dues. The cumulative effect of these factors and the possible impact of the matters stated in (1) & (2) above indicate the existence of a material uncertainty that may cast significant doubt on the Company''s ability to continue as a going concern and therefore the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. Despite the above factors, the Standalone Financial Statements have been prepared on a "going concern basis" and no adjustment has been made to the carrying value of assets and liabilities as the Company is exploring various funding options for expansion and also expects improvement in the overall level of operations in the Generics Development Capabilities vertical as evidenced by capital investment and other expansion plans undertaken during the reporting period in the said business. While the plans for the revival of business operations are in place, the consequential impact on the going concern assumption is not ascertainable at this stage and hence we are unable to comment on whether the preparation of standalone financial statements on a going concern basis is appropriate and on the consequential impact, if any, on the standalone financial statements.
Response by the Management
1 Tax Assets to an extent of ? 88.32 Million recognised in the standalone financial statements pertain to various assessment years relating to the financial periods ending upto March 31, 2021, are fully recoverable upon completion of the assessment / disposal of the appeals pending in various forums. The refunds are withheld/ under process on account of disputes pending before various forums and no impairment is considered necessary and further the Management expects a favourable outcome on the pending tax litigations.
2 Management has actively engaged consultants to claim refunds where the same is allowed by Laws and balance amount can be carried forward and set off against any future tax liability that may arise once the business get revived.
3 The Annual Standalone Financial Results have been prepared on a "going concern basis" and no adjustment has been made to the carrying value of assets and liabilities as the Company is exploring various funding options for expansion and also expects substantial improvement in the overall level of operations in the Generics Development Capabilities vertical as evidenced by capital investment and other expansion plans undertaken during the reporting period in the said business
Qualifications on Consolidated Financial Statements:
1 Tax assets appearing in the consolidated financial statements to an extent of INR 118.70 Million pertain to various assessment years relating to the financial
periods ending upto March 31, 2021 as stated in Note No 14(a) to consolidated financial statements. In the absence of sufficient appropriate evidence to corroborate the respective entity''s management''s assessment of recoverability of these balances we are unable to comment on the carrying value of above receivables and the shortfall, if any, on the amount that would be ultimately realizable from the tax authorities considering the fact that the Group''s contingent liabilities as at 31 March 2024 include contingent liabilities aggregating to INR 726.26 Million pertaining to direct tax litigations pending before various forums relating to the above periods as stated in Note No. 4 consolidated financial statements, for which the assessment on whether the outflow of resource embodying economic benefits is probable or not as per the requirements of Ind AS 37- "Provisions, Contingent Liabilities and Contingent Assets" is in progress. In the absence of sufficient appropriate audit evidence, we are unable to comment upon the appropriateness and classification of the aforesaid amounts as provision or contingent liabilities as at 31 March 2024 in accordance with Ind AS 37, "Provisions, Contingent Liabilities and Contingent Assets" and the consequential impact, if any, on the total liabilities and loss of the Group as at and for the year then ended.
2 As stated in Note No: 14(b) to the consolidated financial statements, the contract assets of INR 147.98 Million disclosed under current financial assets and deferred revenue of INR 174.56 Million disclosed under other current liabilities pertaining to businesses which were novated needs to be reconciled as on March 31, 2024. In the absence of such reconciliation statement, we are unable to comment on the impact on the consolidated financial statements and further as stated in Note No 14(b) disclosures in respect of movement in contract balances and deferred revenue and remaining performance obligation as at the end of the reporting period could not be made in accordance with Ind AS 115.
3 Considering the business operations of the Company and its subsidiary Navitas LLP are severely impacted as stated in Note No 13 to the consolidated financial statements, we are unable to comment on the usage/ recoverability of indirect tax credit/receivables of INR 95.78 Million and the consequential impact, if any, on the total assets and loss of the Group as at and for the year then ended is not ascertainable.
4 We draw your attention to Note No 13 to the consolidated financial statements, which indicates that the Group has incurred huge loss after tax of INR 1196.20 Million for the year ended March 31, 2024 on account of recognition of impairment loss on certain financial assets and goodwill on consolidation resulting in negative networth for the Group as on March 31,2024. In addition, the Group has negative working capital as at the end of current financial year and previous financial year. Further, significant deterioration in the value of the assets used to generate cash flows was seen over the last two years as evidenced by lower volume of business. In addition, the Group has significant
litigations under direct tax law and the outcome & impact of which is unascertainable. Furthermore, the Group has significant unpaid statutory dues. The cumulative effect of these factors and the possible impact of the matters stated in (a) to (c) above indicate the existence of a material uncertainty that may cast significant doubt on the Group''s ability to continue as a going concern and therefore the Group may be unable to realize its assets and discharge its liabilities in the normal course of business. Despite the above factors, the consolidated financial statements have been prepared on a "going concern basis" and no adjustment has been made to the carrying value of assets and liabilities as the Group is exploring various funding options for expansion and also expects improvement in the overall level of operations in the Generics Development Capabilities vertical as evidenced by capital investment and other expansion plans undertaken during the reporting period in the said business. While the plans for the revival of business operations are in place, the consequential impact on the going concern assumption is not ascertainable at this stage and hence we are unable to comment on whether the preparation of consolidated financial statements on a going concern basis is appropriate and on the consequential impact, if any, on the consolidated financial statements.
Response by the Management
1 Tax Assets to the extent of ? 118.70 Million pertain to various assessment years relating to the financial periods ending upto March 31, 2021, which according to the management are fully recoverable upon completion of the assessment / disposal of the appeals pending in various forums. The refunds are withheld/ under process on account of disputes pending before various forums and no impairment is considered necessary. Further, Management expects a favourable outcome on the pending tax litigations.
2 Contract Assets and Deferred Revenue include balances in respect of contracts novated during the year ended March 31, 2024, which are under reconciliation and confirmation. According to the management, the adjustments if any required upon completion of the reconciliation process will not be material.
3 Management has actively engaged consultants to claim refunds where the same is allowed by Laws and balance amount can be carried forward and set off against any future tax liability that may arise once the business get revived.
4. The Annual Consolidated Financial results have been prepared on a "going concern basis" and no adjustment has been made to the carrying value of assets and liabilities as the Group is exploring various funding options for expansion and also expects improvement in the overall level of operations in the Generics Development Capabilities vertical as evidenced by capital investment and other expansion plans undertaken during the reporting period in the said business.
22. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. AKB & Associates Company Secretaries LLP, Practicing Company Secretary, to carry out the Secretarial Audit for the financial year ended March 31, 2024. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31,2024 is enclosed as Annexure 2 to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.
23. Reporting of Frauds by Auditors
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit Committee during the year under review.
24. Transfer of Unpaid and Unclaimed Amount to Investor Education and Protection Fund (IEPF)
In accordance with the provisions of Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), the Company is required to transfer the following amount to IEPF established by the Government of India: -
a) the dividend that remains unpaid or unclaimed for a period of seven (7) years.
b) the shares on which dividend has not been paid or claimed by the shareholders for seven (7) consecutive years or more.
c) Accordingly, your Company in its various communications to the shareholders from time to time, request them to claim their unpaid/unclaimed amount of dividend and shares due for transfer to the IEPF account established by Central Government. Further, in compliance with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) including statutory modifications thereof, the Company publishes notice in newspapers and also sends specific letters to all the shareholders, whose shares are due to be transferred to IEPF, to enable them to claim their rightful dues.
d) During the year under review, the company was required to transfer unclaimed amounts pertaining to the dividend declared for the Financial Years 2015-16 Final, 2016-17 First Interim and 2016-17 Second Interim. All the, unclaimed dividends pertaining to the Financial Year 2015-16 Final, 2016-17 First Interim and 2016-17 Second Interim amounting to ? 3,21,870, ? 1,30,532 and ? 1,38,657 respectively was duly transferred to IEPF account as per the stipulated timelines.
e) The unclaimed amount pertaining to the dividend declared for the Financial Year 2016-17 - Final Dividend, 2017-18 - 1st Interim Dividend and 2017-18 - 2nd Interim Dividend shall be transferred to IEPF on September 17, 2024, December 15, 2024, and March 17, 2025, respectively.
f) Details of unclaimed dividend as on March 31, 2024, has been provided under the Corporate Governance Report that forms part of this Annual Report.
Members who have so far not encashed their dividend warrant(s) or those yet to claim their dividend amounts may write to the Company Secretary/Company''s Registrar and Share Transfer Agent (M/s. Link Intime India Private Limited).
25. Business Responsibility and Sustainability Report (BRSR)
Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 and the amendment dated May 5, 2021, with effect from financial year 2022-2023, the top one thousand listed entities based on market capitalization shall submit a Business Responsibility and Sustainability Report (BRSR) in the format as specified by the Board from time to time. Since the Company was not in top 1000 listed entities as on March 31, 2024 and thereafter, the Company is not required to submit BRSR under Regulation 34(2)(f) of the SEBI LODR Regulations.
26. Risk Management
Your Company also has a Risk Management Framework in place covering critical areas of operations. This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the various risks across the business.
Further details on risk management can be found in the Risk Management Report, forming part of this Annual Report.
27. Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company''s website at https://www.takesolutions.com/images/corporate%20 governance/code-of-conduct-for-prohibition-of-insider-trading.pdf.
28. Vigil Mechanism/Whistle Blower Policy
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is part of this report and is also available on Company''s website at https://www. takesolutions.com/images/corporate%20governance/ whistle-blower-policy.pdf
29. Information Required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
Your Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also instituted a policy and framework for employees to report sexual harassment cases at workplace. The Company''s process ensures complete anonymity
and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year by the Company''s POSH Committee. The Policy on Sexual Harassment of Women at Workplace is available on Company''s website at https://www.takesolutions.com/ images/corporate%20governance/policy-on-prevention-of-sexual-harassment-at-workplace.pdf.
30. Particulars of Employees
Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure 6A to this report. Pursuant to Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014, no employee who draw a remuneration of more than ? 1.20 crores per annum or ? 8.5 lakh per month, was employed throughout the financial year or part of the Financial Year.
31. Corporate Social Responsibility
Your Company has always been committed to Corporate Social Responsibility (CSR) & sustainability initiatives. As per the provisions of the Companies Act, 2013, a company meeting the specified criteria shall spend at least 2% of its average net profits for three immediately preceding financial years towards CSR activities. Since 2013, your Company has contributed towards multiple worthy causes, often going above and beyond this mandate.
During the year under review, since the Company has not crossed the thresholds as specified under section 135 of the Companies Act, 2013, the Company is not required to spend any amount towards Corporate Social Responsibility Activities.
Your Company continues to support causes across healthcare, education and environmental sustainability, and we look forward to taking up many more critical projects in better times ahead. The detailed CSR report in terms of Section 135 of the Companies Act, 2013 is forming part of this report as Annexure -5.
Contents of CSR Policy is also available on Company''s website at https://www.takesolutions.com/images/about-take/Corporate-Social-Responsibility.pdf.
32. Particulars Regarding Conservation of Energy, Research and Development, and Technology Absorption
a. Measures taken to reduce energy consumption:
⢠Continual improvement of 9 % efficiency by Optimal cooling of work areas and data centers, Preventive maintenance in the UPS and AC plant to ensure efficient working of the equipment, utilization of lights and stand- alone air conditioners only when required and disposal of HW obsolesces.
⢠Motion Sensors have been placed in meeting rooms & Cabin areas to control the lighting usage effectively, by turn off the lights when no one is using the room helps to not waste excess energy and improve the environment.
b. Technology Absorption -
⢠Adoption of XDR (Extended Detection and Recovery) to obtain Secure better outcomes, Optimize Security Operation, Harmonize and simplify response across Enterprises. It also provides applications, vulnerability and security configuration visibility at Endpoints.
⢠Adoption of Cloud Service better availability and manageability for Business application. It also provides Secure access for authenticated users.
⢠Adoption of DRaaS ( Disaster as a Service ) for On-prem Business application backup copy on cloud to provide continuous Business application availability in the event of Disaster
⢠Adoption of Muti-Factor Authentication for VPN Network to provide secure access to on-prem Business application, File server, etc.
⢠Adoption of Multi Factor Authentication to login our O365 Mail service, it provides additional security by requiring a second form of verification and delivers strong authentication through a range of easy-to-use validation methods from the users mobile devices.
⢠Adoption of Microsoft Teams for business as an internal official communication tool along with Integrated audio conference bridge which allows participants to dial into Microsoft Teams meetings via multiple devices for the O365 users.
⢠Adoption Data loss prevention (DLP) which will ensure that sensitive data is not lost, misused, or accessed by unauthorized users, will also help us to meet compliance and auditing requirements and identify areas of weakness and anomalies for forensics and incident response
⢠Adoption of ADSelfService which has integrated selfservice password management and single sign on solution. This solution helps domain users perform self-service password reset, self-service account unlocks, employee self-update of personal details in Microsoft Windows Active Directory. It also offers Windows two-factor authentication for all remote and local logins. Administrators find it easy to automate password resets, account unlocks while optimizing IT expenses associated with help desk calls.
⢠Adoption of Next Generation AV solution, Endpoint detection and response (EDR), also known as endpoint threat detection and response (ETDR), is an integrated endpoint security solution that combines real-time continuous monitoring and collection of endpoint data with rules-based automated response and analysis capabilities, which are designed to detect and remove any malware or any other form of malicious activity on a network.
⢠Adoption of enterprise-ready security monitoring solution named"Wazuh"for threat detection, integrity monitoring, incident response and compliance, which will be used to collect, aggregate, index and analyses security data, helping organizations detect intrusions, threats and behavioral anomalies.
⢠Adoption of "UpGuard Breachsight" which helps to
assess our organization''s security posture with easy-to-understand and also helps to improve our security and find leaked employee credentials exposed to the public Internet, typo squatted domains and software vulnerabilities
⢠Adoption of Privileged Access Management (PAM) refers to systems that securely manage the accounts of users who have elevated permissions to critical, corporate resources, those user accounts are high value targets for cyber criminals.. It helps to ensure that any unauthorized access to target systems is denied,
⢠Adoption of Microsoft Teams for business as an internal official communication tool along with Integrated audio conference bridge which allows participants to dial into Microsoft Teams meetings via multiple devices for the O365 users.
⢠Dedicated SOC (Security Operation Center) team has formed to focus on Security Threat Monitoring and Response. This team will closely work with Blue team to fix vulnerabilities found in the IT systems.
⢠Adoption of 3-2-1 Backup Strategy to keep 3 copy of critical data. Two copies will be in two different physically separated Storage in on-site and one copy will be available in Off-site.
⢠Adoption of SOAR (Security Orchestration, Automation and Response) for Critical Infrastructures services. Also integrated with SIEM (Security Incident & Event Management) for Deep analysis.
33. Extract of Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2024, is available in the Company website and can be accessed at www.takesolutions.com.
34. Board of Directors
a) Board''s Composition and Independence
Your Company''s Board consists of industry leaders and visionaries who provide strategic direction and guidance to the organization. As on March 31 2024, the Board comprised of one Executive Directors and four Non-Executive Independent Directors and two Non-Executive Directors. None of the Directors of your Company are disqualified as per Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and Listing Regulations.
Definition of ''Independence'' of Directors is derived from Regulation 16 of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence. The Board, after undertaking assessment and on evaluation of the relationships disclosed, considered the following Non-Executive Directors as Independent Directors:
a) Mr. R. Seshadri
b) Mr. G. Ramesh
c) Dr. N. Chandrasekaran
d) Ms. Kiran Sharma
All Independent Directors have also affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013. For the purpose of Rule 8(5(iiia)) of the Companies (Accounts) Rules, 2014, the Board affirms the integrity, expertise and experience (including the proficiency) of the Independent Director appointed during the year ended March 31, 2024. List of key skills, expertise and core competencies of the Board members is provided in Corporate Governance Report, which forms part of the Annual Report.
b) Committees of the Board
Your Company''s Board has the following mandatory committees:
i) Audit Committee.
ii) Nomination and Remuneration Committee.
iii) Stakeholders Relationship Committee.
iv) Corporate Social Responsibility Committee; and
v) Risk Management Committee.
Details of terms of reference of the Committees, Committee membership changes, and attendance of Directors at meetings of the Committees etc. are provided in the Corporate Governance report that form part of this Annual Report.
c) Meetings of the Board & Committees
The Board meetings are normally held on a quarterly basis and a calendar of Meetings is usually prepared and circulated in advance to the Directors. The Board met four (4) times during the financial year 2023-24 on May 29, 2023, August 14, 2023, November 8, 2023 and February 13, 2024. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report that forms part of this Annual Report.
d) Directors and Key Managerial Personnel
During the financial year, based on the recommendations of the Nomination and Remuneration Committee ("NRC") and in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the appointment and resignation of the Directors are as follow:
i. Directors retiring by rotation.
Mr. Srinivasan H R retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice.
35. Changes in Key Managerial Personnel
Mr. P. Srinivasan resigned from the position of Company Secretary of the Company with effect from the close of business hours of March 31, 2024.
36. Board Evaluation
In line with the Corporate Governance Guidelines of the Company and the provisions of the Companies Act, 2013, and Regulations 17 & 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Annual Performance Evaluation was conducted for all the Board Members as well as working of Board and its Committees. 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.
37. Policy on Director''s Nomination and Remuneration
The Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for appointment of the director (executive/ non-executive/independent) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company. Details of Nomination, Remuneration & Evaluation policy of the Company is available on the Company website at https://www.takesolutions. com/images/corporate_governance1/Nomination-Remuneration-and-Evaluation-Policy.pdf and is provided as Annexure 6 to this Board''s Report.
38. Board Policies
The details of the policies approved and adopted by the Board are available on Company''s website at https://www.takesolutions.com.
39. Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16(1 )(b) of Listing Regulations, as amended from Independent Directors confirming that they are not disqualified for continuing as an Independent Director In addition to the declaration by Independent Directors, pursuant to regulation 34(3) and schedule V para-C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is attached as Annexure-2B and forms part of this Board Report.
40. Familiarization Programme
The Board Members are provided various updates and presentations with respect to Company''s business and operations, its future plans and outlook and other important developments, from time to time. Subject matter experts from the organization also provide regular updates to the Board Members regarding various developments.
These details are covered under various minutes and records maintained by the Company. Details regarding Company''s business, operations and other requisite information may be found at the Company''s website at www.takesolutions.com.
41. Directors'' Responsibility Statement
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 Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2023-24.
Pursuant to clause (c) of sub-section (3) and sub-section (5) of Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. they 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 that period;
iii. they have taken proper and sufficient care 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;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
42. Green Initiative
Electronic copy of the Annual Report for FY 2023-2024 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Company''s Registrar and Share Transfer Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 5, 2020, shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with Link Intime India Private Limited, Company''s Registrar and Share Transfer Agent.
Acknowledgement
Your Directors wish to thank the Customers, Suppliers Bankers, Business Associates and Government Agencies and Shareholders for their continued support and cooperation. The Directors appreciate the contribution made by the employees for their dedication, hard work and support during these challenging times.
For and on behalf of the Board of Directors
Place: Chennai Sd/- Sd/-
Date: May 30, 2024 Srinivasan H R Shobana N S
Director Executive Director
DIN:00130277 DIN:01649318
Mar 31, 2018
Directors'' Report as at 31 March 2018
Dear Members,
The Directors have pleasure in presenting the SEVENTEENTH Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2018.
1. Financial Highlights
(Rs, in Mn, except per share data)
|
Particulars |
Consolidated |
Standalone |
||
|
March 31, 2018 |
March 31, 2017 |
March 31, 2018 |
March 31, 2017 |
|
|
Total Income |
1 5,936.54 |
13,574.21 |
352.44 |
412.06 |
|
Total Expenses |
12,807.69 |
10,823.29 |
188.69 |
229.1 1 |
|
EBITDA |
3,128.85 |
2,750.92 |
163.75 |
182.95 |
|
Depreciation & Amortisation |
1,041.49 |
874.49 |
7.98 |
7.96 |
|
Profit before finance cost and tax expenses |
2,087.36 |
1,876.43 |
155.77 |
174.99 |
|
Finance cost |
207.58 |
226.1 5 |
8.34 |
29.23 |
|
Tax expenses |
281.17 |
188.73 |
(5.08) |
1.54 |
|
Profit for the year |
1,598.61 |
1,461.55 |
152.51 |
144.22 |
|
Profit Attributable to : |
||||
|
Shareholders of the Company |
1,604.56 |
1,430.77 |
152.51 |
144.22 |
|
Non-controlling interest |
(5.95) |
30.78 |
- |
- |
|
Total other comprehensive income |
163.89 |
(340.26) |
2.15 |
(0.13) |
|
Total other comprehensive income attributable to: |
||||
|
Shareholders of the Company |
1,768.30 |
1,121.29 |
154.66 |
144.09 |
|
Non-controlling interest |
(5.80) |
30.78 |
- |
- |
|
Opening balance of retained earnings |
4,566.67 |
3,294.87 |
877.19 |
893.33 |
|
Amount available for appropriation |
6,171.23 |
4,725.64 |
1,029.70 |
1,037.55 |
|
Appropriations: |
||||
|
Dividend on equity shares |
131.12 |
130.94 |
133.24 |
133.24 |
|
Tax on dividends |
27.87 |
27.14 |
27.12 |
27.12 |
|
Capital reserve |
- |
0.89 |
- |
|
|
Merger/Acquisition/Investments |
(32.43) |
- |
- |
|
|
Closing balance of retained earnings |
6,044.67 |
4,566.67 |
869.34 |
877.19 |
|
Earnings Per Share |
12.19 |
11.22 |
1.14 |
1.11 |
|
Equity Shares (in numbers)* |
131.59 |
127.50 |
133.64 |
129.73 |
*As per the IND-AS 102 for Employee share-based payments shares allotted to Trust but not transferred to employees is required to be reduced from share capital and reserves. Out of 2,400,000 equity shares allotted to Trust, 349,741 shares have been exercised by employees up to March 31, 2018.
2. Financial Performance
During the year under review, your Company earned a Consolidated Revenue of Rs, 15,937 Mn with an EBITDA margin of 20% as compared to Rs, 13,574 Mn with EBITDA of 20% in the financial year
2016-17.
The Company during the year had a Standalone revenue of Rs, 352 Mn with an EBITA margin of 46% compared to Rs, 412 Mn with EBITA margin of 44% in the financial year 2016-17.
3. Dividend
The Company continues its practice of distributing consistent dividend. During the Financial Year the dividend is consisting of:
- 1st Interim Dividend of Rs, 0.30/- per Equity Share (30%) declared at the meeting of the Board of Directors of the Company held on November 08, 2017
- 2nd Interim Dividend of Rs, 0.30/- per Equity Share (30%) declared at the meeting of the Board of Directors of the Company held on February 08, 2018
The said Interim Dividends were paid on December 02, 2017 and March 02, 2018 respectively. Your Directors are now pleased to recommend a one-time additional Dividend of Rs, 0.60/- per Equity share (60%) in addition to the usual final dividend declared at Rs, 0.40/- per Equity share (40%), marking the 10th year since the Company went public, which shall be payable on approval of the shareholders at the ensuing Annual General Meeting. The total dividend including Interim Dividends for the Financial Year amounts to Rs, 1.60 /- per Equity share (160 %).
The total cash outflow on account of Equity Dividend (inclusive of interim dividends already paid), and Dividend Distribution Tax amounts to Rs, 158.99 Mn.
The Register of Members and Share Transfer books will remain closed from Saturday, August 04, 2018 to Friday, August 10, 2018 (both days inclusive) for the payment of dividend. The Annual General Meeting has been scheduled on August 10, 2018.
4. Share capital
During the year under review, the Company has allotted 14,697,200 equity shares of Rs, 1 each at an issue price of Rs, 170.10 per equity share (including a Share Premium of Rs, 169.10 per share) on Preferential basis to TAKE Solutions Pte Ltd. (Promoter of the Company) on March 22, 2018 after obtaining the necessary approvals, including In-Principle approvals from both National Stock Exchange and Bombay Stock Exchange.
Pursuant to the aforesaid issue and allotment of Equity Shares, the paid-up share capital of the Company stood at Rs, 147,934,000 (147,934,000 shares of Rs, 1 each) as at March 31, 2018 as compared to Rs, 133,236,800 (133,236,800 shares of Rs, 1 each) as at March 31,
2017.
5. Transfer to General Reserve
During the year under review an amount of Rs, 4.21 Mn was transferred to General Reserve. The transfer is on account of Employee Stock Option Scheme when exercised/ lapsed by employees during the year. Apart from this no other amount has been transferred from Profit and Loss to General Reserve.
6. Transfer to Investor Education and Protection Fund ("IEPF")
Pursuant to the applicable provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), the amount which remained unpaid or unclaimed for a period of Seven (7) years has to be transferred by the Company to Investor Education and Protection Fund ("IEPF") established by the Government of India. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly unclaimed amount of Rs, 74,371 which remained unclaimed from 2009-10 has been transferred to IEPF account within the specified timeline. Further, 1,30,998 corresponding shares were also transferred as per the requirement of the Rules. The unpaid dividend pertaining to the dividend declared for the Financial Year 2010-11 along with shares shall be transferred to IEPF on October 02, 2018. Details of unclaimed dividend as on March 31, 2018 has been provided under the Corporate Governance Report that forms part of this Annual Report.
Members who have so far not encashed their dividend warrant(s) or those yet to claim their dividend amounts may write to the Company Secretary/Company''s Registrar and Share Transfer Agent (M/s. Link Intime India Private Limited).
7. Holding Company
TAKE Solutions Pte Ltd, Singapore, the Holding Company continues to retain substantial equity in your Company and their Present Equity Holding is 57.83%.
8. Subsidiaries
The details of Subsdiaries have been covered under the Corporate Governance Report in Annexure1 to this report.
During the year the Company disinvested its entire stake held (through TAKE Global Holdings Pte. Ltd., a direct subsidiary of the Company) in Towell TAKE Solutions LLC Muscat (Joint Venture with Towell) on March 28, 2018 for a consideration of USD 2,000,000. Further the step down subsidiaries under Towell TAKE Investments LLC, Muscat (Towell TAKE Solutions LLC, Muscat , TAKE Solutions MEA Limited, Dubai and Mirnah Technologies Systems Limited, Saudi Arabia) also got dis-invested in the process.
9. Change in Nature of Business, if any
There was no change in the nature of business of the Company during the financial year ended March 31, 2018.
10. Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordance with the provisions of Section 129(3) and Schedule III of the Companies Act, 2013 and Indian Accounting Standards and other recognized accounting practices and policies. The Consolidated Financials are also available at the website of the Company http://www.takesolutions.com/
Financials of the Company
The detailed Balance Sheet and Statement of Profit and Loss (both Consolidated and Standalone) are provide along with this Annual Report and are also available at the website of the Company https://www.takesolutions.com
Financials of Subsidiaries
The financial statements of the subsidiary Companies are available for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary companies to the shareholders upon request. However, as required, the financial data of the subsidiaries have been furnished as per Section 129(3) in Form AOC-1, forming part of the Annual Report.
11. Directors
The Composition of the Board is governed by the applicable laws and regulations and Articles of Association of the Company.
The Board consists of persons of professional expertise and experience in technical, financial and operational segments who provide leadership and guidance to the management.
None of the Directors of your Company are disqualified as per Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and Listing Regulations.
a) Directors retiring by rotation
Pursuant to Section 152 of the Companies Act, 2013 read with the Article 60(iv) of the Articles of Association of the Company, Mr. D. V. Ravi (DIN 00171603), Non- Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment.
A brief profile of Mr. D. V. Ravi is provided below:
Mr. D. V. Ravi is the Co- Founder of the Company and he has been working in the areas of Corporate strategy and services, finance compliance and governance. Mr. Ravi holds a Graduate Degree in Commerce and a Post Graduation in Management. He has over two decades of experience in Strategic planning, Business Process Re-engineering and Organization Change Management.
Mr. D V Ravi does not directly hold any shares in the Company.
b) Change in Designation of Mr. Ram Yeleswarapu (DIN 02363491) as an Executive Director
The Board of Directors, in its meeting held on November 08, 2017, approved the appointment of Mr. Ram Yeleswarapu (DIN: 02363491) as an Executive Director of the Company for a period of three (3) years with effect from November 08, 2017, who shall hold office up to November 06, 2020. The appointment is subject to the ratification of the shareholders. The Board recommends his appointment for shareholders'' approval.
A brief profile of Mr. Ram Yeleswarapu is provided below:
Mr. Ram Yeleswarapu is responsible for overseeing the operations and profitability of Company. He started his career with Tata Steel at Jamshedpur. In the US, he has worked with large pharmaceutical Companies like Merck, Parke Davis and Amgen, across a range of business applications from development to commercialization of drugs. Mr. Ram Yeleswarapu holds an Engineering degree from the Indian Institute of Technology, Chennai.
Mr. Ram Yeleswarapu was originally appointed as a Non-Executive Director of the Company. However, he has been actively involved in the operations of the group Companies in India and overseas locations for quite some time. The Board considers that his association in Executive Capacity would be of immense benefit to the Organisation.
Mr. Ram Yeleswarapu does not directly hold any shares in the Company.
12. Report on Corporate Governance
Our Company strives to maintain high standards of Corporate Governance in all our interactions with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. A separate section on Corporate Governance along with a certificate from the auditors confirming the level of compliance is attached and forms part of the Board''s Report as Annexure 1.
13. Declaration by Independent Directors
All Independent Directors of the Company have given declaration under Section 149(7) of the Companies Act, 2013 confirming that they are in compliance with the criteria laid down in the said section as well as Regulation 25 of the Listing Regulations for acting as an Independent Director of the Company.
14. Number of Board Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. The Board of Directors met 5 (five) times on May 18, 2017, August 14, 2017, November 08, 2017, February 08, 2018 and March 22, 2018, during the financial year 2017-18. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
15. Familiarization Programme
The Board Members are provided various updates and presentations with respect to Company''s business and operations, its future plans and outlook and other important developments, from time to time. Subject matter experts from the organization also provide regular updates to the Board Members regarding various developments. These details are covered under various minutes and records maintained by the Company. Details regarding Company''s business, operations and other requisite information may be found at the Company''s website, www.takesolutions.com.
16. Evaluation of the Board''s Performance
The Board has carried out an evaluation of Directors as well as evaluation of Board and Committees as required under the provisions of the Companies Act, 2013, and Regulations 17 & 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation process was carried out based on various criteria including inter-alia their attendance, participation in Meetings, engagement with the management in making decisions, understanding of the Company''s business and that of the industry and guidance provided to the company to follow the best industry practices.
The Independent Directors reviewed the performance of the Non-Executive, Non-Independent Directors and the Board as a whole, as well as the performance of the Chairperson of the Company, taking into account the views of the Executive Directors and Non-Executive Directors. At the meeting of Independent Directors held on March
22, 2018, they, inter alia, assessed the quality, quantity and timelines of flow of information between Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Independent Directors were also evaluated by the Board based on the professional conduct, responsibilities etc. as specified in Section 178, read with 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 taken as appropriate. The outcome of Board evaluation was discussed by the Nomination and Remuneration Committee and the Board at their meetings held on March 22, 2018.
17. Changes in Key Managerial Personnel
As informed in previous year''s directors report, Ms. Shobana N S had resigned as the Chief Financial officer on March 31, 2017 and Ms. Subhasri Sriram was appointed as the Chief Financial officer with effect from April 01, 2017
18. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Alagar & Associates, Practicing Company Secretary, to carry out the Secretarial Audit for the financial year ended March 31, 2018. The Secretarial Audit Report is provided as Annexure 2 hereto.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
19. Auditors
M/s. GD Apte & Co, Chartered Accountants was appointed as the Statutory Auditors of the Company for a period of five years commencing from 16th Annual General Meeting till the conclusion of 21st Annual General Meeting.
The Auditor''s Report does not contain any qualification, reservation or adverse remark.
In terms of applicable provision of Companies (Amendment) Act, 2017, notified with effect from May 07, 2018, ratification of appointment of statutory auditors at every Annual General Meeting during their tenure of appointment, has been done away with.
20. 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 employees or officers, details of which would need to be mentioned in the Board''s Report.
21. Internal Audit
The internal audit was carried out by the Chief Internal Auditor of the Company. The reports of the internal auditor along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequacy of the internal audits.
22. Internal control system
The Company follows a detailed process of Internal Control System. The financial and operational controls are firmly built in with these internal processes which are documented. All these processes are clearly communicated to all team members and can be easily accessed in the internal quality management systems. These controls are continuously monitored and gaps if any are identified and new or improved controls are implemented as and when required.
23. Adequacy of Internal Financial Controls with reference to the Financial Statements
The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records.
The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.
24. Risk management
The Company has implemented a sustainable Risk Management framework that provides timely & accurate decision, support and create an environment where every employee is an integral part of risk management. The Chief Risk Officer of the Company who is part of the Risk Management Committee monitors the framework and presents to the Audit Committee a quarterly report on the updates of the risk management and mitigation. The committee has evolved and identified various risks pertaining to the industry in which the company operates. Mitigation measures for those identified risks are prepared in consultation with the employees of the Company. The prioritised risk lists are reviewed and action plans are drawn up to mitigate the same.
25. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future
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 in the future.
26. Extract of the Annual Return
The extract of the Annual Return under Section 92(3) of the Companies Act, 2013 is provided as an Annexure-4 to this report
27. Related Party Transactions
The Audit Committee had reviewed all related party transactions that were entered into during the financial year and found them to be on arm''s length basis and in the ordinary course of business. As required under the provisions of Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 & Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee had given its prior omnibus approval at the beginning of financial year for foreseeable related party transactions.
There were no materially significant related party transactions made by the Company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The disclosure pertaining to the same has been provided in Form AOC-2 as Annexure 3.
All Related Party Transactions as required under applicable Accounting Standards are reported in the Standalone financial statements of your Company.
The Policy on related party transactions as approved by the Board is uploaded in the Company''s website at: http://www.ta kesolutions.com/images/corporate%20governance/ policy-on-related-party-transactions.pdf
28. Particulars of loans, guarantees or investments
During the Financial Year under review, the Company had given loan amounting to '' 573.15 Mn to its wholly owned subsidiary M/s. Ecron Acunova Limited (f.k.a. Manipal Acunova Limited) and '' 208.23 Mn to TAKE Solutions Global Holdings PTE Ltd.
During the year under review the Company had not availed any loan.
During the Financial year the Company had not made any investment.
29. 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 has occurred between the end of the financial year of the company to which the financial statements relates and the date of this Report.
30. Deposits
During the year under review, the Company has not accepted any deposits either from the shareholders or public within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.
31. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
The Company has in place, a Policy on Prevention of Sexual Harassment ("POSH") in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Familiarisation and sensitization programmes are conducted for employees at regular intervals. The Policy is available in the intranet for access by employees. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year by the Company''s POSH Committee.
32. Management''s Discussion and Analysis Report
Management''s Discussion and Analysis Report for the year under review, as per the provisions of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented separately, which forms part of the Board''s Report as Annexure 5.
33. Corporate Social Responsibility
The Company is committed to on-going contributions to the society through a comprehensive Corporate Social Responsibility ("CSR") framework. TAKE Solutions has contributed an amount of '' 87,00,000 towards Healthcare; Environment; Education & Sports during the FY 2017-18. Details of CSR Policy are available on our website, at https://www.takesolutions.com/index.php/investor-relation#corporate. The annual report on Company''s CSR activities forms part of the Board''s Report as Annexure 6.
34. Particulars of Employees
The ratio of remuneration of each Whole-Time Director and Key Managerial Personnel to the median of employees'' remuneration as per Section 197(1) of the Companies Act, read with Rule 5(1) of the Companies (Appointment of Managerial Personnel) Rules, 2014 forms part of the Board''s Report as Annexure 7A. Pursuant to Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014 no employee, employed throughout the financial year, has drawn a remuneration of more than Rs, 1.20 crores per annum and no employee, employed for part of the financial year, has drawn a remuneration of more than Rs, 8.5 lakh per month.
Disclosure in compliance with the Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014
ESOS - 2007
|
Particulars |
Series - III |
Series - IV |
|
|
1. Grant Price - '' |
73.00 |
73.00 |
|
|
2. Grant Date |
August 07, 2015 |
March 24, 2016 |
|
|
3. Vesting commences on |
August 06, 2016 |
March 23, 2017 |
|
|
4. Vesting Schedule |
30% of grant on August 06, 2016, subsequent 30% of grant on August 06, 2017 and balance 40% of grant on August 06, 2018 |
30% of grant on March 23, 2017, subsequent 30% of grant on March 23, 2018 and balance 40% of grant on March 23, 2019 |
|
|
5. Option Granted and outstanding at the beginning of the year |
1,035,023 |
1,00,000 |
|
|
6. Option granted during the year |
Nil |
Nil |
|
|
7. Option lapsed and /or withdrawn during the year |
50,000 |
Nil |
|
|
8. Option exercised during the year against which shares were allotted |
185,014 |
Nil |
|
|
9. Option granted and outstanding at the end of the year of which - Options vested - Options yet to vest |
366,009 434,000 |
60,000 40,000 |
|
|
10. Money realised by exercise of options during the year - |
13,506,022 |
Nil |
Other Stock option details and the applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.takesolutions.com
3 5. Pol i cy on D i re ctors '' & KM P'' s appointment and remuneration
The Nomination & Remuneration Committee has laid down a policy for appointment & remuneration of Directors'' and Key Managerial Personnel ("KMP"). The policy also provides for criteria to determine the qualifications, positive attributes, independence of a Director, recommend to the Board their appointment and remuneration for the Directors, Key Managerial Personnel and other employees. A copy of Nomination, Remuneration & Evaluation policy of the Company is provided as Annexure 7 to this Board''s Report.
The Managing Director of the Company does not draw any remu neration . The I ndependent Directors are paid Commission on the Net Profits not exceeding 1% of the Net Profits of the Company, in accordance with the provisions of Section 197 of the Companies Act, 2013. The Nomination & Remuneration Committee recommended the remuneration payable to the KMPs. A note on the remuneration policy is provided under Corporate Governance Report that forms part of this Annual Report. The disclosure pursuant to Companies (Appointment & Remuneration) Rules,
2014 are provided under Annexure 7A.
36. Employee Stock Options Scheme
In accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, the excess of the market price of the underlying Equity Shares as of date of the grant over the exercise price of the option, including upfront payments, if any, is to be recognized and amortized on a straight-line basis over the vesting period.
During the current Financial Year, the Company has not granted any options to its employees under TAKE Solutions Limited Employee Stock Option Scheme 2007.
37. Conservation of Energy, Research and Development, Technology Absorption
a) Measures taken to reduce energy consumption:
- Continual improvement of 9% efficiency by Optimal cooling of work areas and data centers, Preventive maintenance in the UPS and AC plant to ensure efficient working of the equipment, utilization of lights and standalone air conditioners only when required and disposal of HW obsolesces.
- New TAKE corporate office is outfitted with LED lighting with controls programmed for usage and shut-off with manual override by using motion sensor in the cabins and meeting rooms. Cassette AC round flow of 360° air discharge for optimum energy efficiency and comfort. Motion Sensors have been placed in meeting rooms & amp; Cabin areas to control the lighting usage effectively, by turn off the lights when no one is using the room helps to not waste excess energy and improve the environment.
b) Technology Absorption -
- Your Company absorbs appropriate technology advancements in providing the best services to its customers.
- Adoption of Cloud computing technology to focus and innovate in niche services such as product demo, Microsoft Dynamics CRM online, document library system, Backup and Disaster recovery instance, are benefiting cost optimization, gains in efficiencies, collaborative atmosphere, shorter time to value and improvements in quality.
- Our Technology Partnership with Azure & amp; Amazon provide the right and scalable Infrastructure solutions that are either hosted on, or integrated with, business solutions.
- Implemented singe domain active directory services enable collaboration for E-mail, unified communication, Intranet and in-house business applications.
- Implemented Mobile Device Management (MDM) solutions for protecting organization data from the mobile devices and protecting Sensitive Data Leakage at the user''s end point devices by Using Data Loss Prevention (DLP) tool.
- Adoption of Office 365, which is Microsoft''s state of the art Enterprise IT environment and is changing the way businesses work, provides environment to work anywhere from any device, provides virtually anywhere access to familiar Office tools, plus enterprise email with larger e-mail quotas, conferencing, Office web apps and more IT services like Yammer, Share Point, One Drive etc., that are hosted in the Cloud.
c) Imported technology (imported during the last three years
reckoned from the beginning of the financial year) - Nil.
38. Foreign Exchange Earnings and Outgo
Total Foreign Exchange earned and used
Forex Earned:
For the financial year 2017-18: '' 2758.40 Mn
For the financial year 2016-17: '' 2.25 Mn
Forex Used:
For the financial year 2017-18: '' 330.52 Mn For the financial year 2016-17: '' 14.01 Mn
An amount of '' 70.86 Mn was remitted during the year in foreign currencies on account of payment of two interim dividends for the Financial Year 2017-18 and final dividend for the Financial Year
2016-17.
39. Business Responsibility Report
As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report has been prepared for the FY 2017-18 and the same is available at www.takesolutions.com
40. Directors'' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:
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 had 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 and loss of the company for that period;
c) The Directors had 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 had prepared the annual accounts on a going concern basis;
e) The Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Acknowledgement
We thank our investors, customers, vendors, bankers, Regulatory and Government authorities, Reserve Bank of India, Stock Exchanges and business associates for their assistance, support and cooperation extended. We place on record our appreciation for the co m m itted s ervices of all our employees.
By Order of the Board
Srinivasan H.R. D.V. Ravi
Place : Chennai Managing Director Director
Date : May 17, 2018 DIN : 00130277 DIN: 00171603
Mar 31, 2017
Dear Shareholders,
The Director have pleasure in presenting the SICTEENTH Annual Report of the Company together with the Annual Statement of Accounts for the financial year ended March 31,2017.
1. Financial Highlights
|
Particulars |
Consolidated |
Standalone |
||
|
March 31,2017 |
March 31,2016 |
March 31, 2017 |
March 31,2016 |
|
|
Total Income |
13,520.07 |
10,508.84 |
421.42 |
392.14 |
|
Total Expenditure |
10,890.98 |
8,168.44 |
199.11 |
185.77 |
|
EBITDA |
2,629.09 |
2,340.40 |
222.31 |
206.37 |
|
Depreciation & Amortization |
874.49 |
742.94 |
7.96 |
1.86 |
|
Profit/ (Loss) Before Interest & Tax |
1,754.60 |
1,597.46 |
214.35 |
204.51 |
|
Finance Cost |
224.96 |
147.94 |
29.23 |
1.91 |
|
Provision for Taxation |
191.56 |
200.84 |
1.59 |
20.31 |
|
Minority Interest |
30.86 |
52.14 |
- |
- |
|
Profit/(Loss) After Tax (after Minority Interest) |
1,307.22 |
1,196.54 |
183.53 |
182.29 |
|
Transfer to Capital Reserves |
0.89 |
1.03 |
Nil |
Nil |
|
Transfer to General Reserves |
Nil |
Nil |
Nil |
Nil |
|
Earnings per Share |
10.25 |
9.97 |
1.44 |
1.52 |
|
Equity Share (in numbers)* |
127,498,23 |
120,498,123 |
127,498,123 |
120,049,750 |
*As per the guidance note on a accounting for Employee share â based payments issued by ICAI, shares allotted to Trust but not transferred to employees is required to be reduced from share capital and reserves. Out of 2,400,000 equity shares allotted to Trust, 164,727 shares have been exercised by employees up to March 31, 2017. Accordingly the financial accounts have been dealt in line with guidelines note.
2. Financial Performance
During the year under review, your Company earned a Consolidated Revenue of Rs. 13,520 Mn an EBITDA margin of 19% as compared to Rs. 10,509 Mn with EBITDA of 22% in the financial year 2016-17. The Standalone revenue was Rs. 421 Mn with an EBITDA of 53% compared to Rs. 392 Mn with EBITDA of 53% in the financial year 2016-17.
3. Dividend
The Company continued its practice of distributing consistent dividend during the Financial Year:
- 1st Intention Dividend of Rs. 0.30/- per Equity Share (30%) at the meeting of the Board of Directors of the Company held on November 03, 2016.
- 2nd Interim Dividend of Rs. 0.30/- per Equity Share (30%) at the meeting of the Board of Directors of the Company held on February 02, 2017.
The said Interim Dividends were paid December 01, 2016 and March 01, 2017 respectively. Your Directors are now pleased to recommends a final Dividend of Rs. 0.40/- per Equity Share (40%), which shall be payable on approval of the shareholders at the ensuing Annual General Meeting. The total dividend including Interim Dividends for the Financial Year amount to Rs. 1/- per Equity share (100%).
The total cash outflow on accounts of Equity Dividend (inclusive of interim dividends already paid), and Dividend Distribution Tax amounts to 165.35Mn.
4. Share Capital
During the year under review, the Company has made fresh issue of 10,836,800 Equity shares (including a Share Premium of Rs. 165.10 per Equity Share) through Qualified institutional Placement (QIP) in July 2016.
Pursuant to the aforesaid issue and allotment of Equity Shares, the paid âup capital of the Company stood at Rs. 133,236,800 (133,236,800 shares of Rs. 1 each) as March 31, 2017 as compared to Rs. 122,400,000 (122,400,000) shares of Rs. 1 each) as at March 31, 2016.
5. Transfer to Inventor Education and Protection Fund (IEPF)
As per Section 205(c ) of the Companies Act, 1956 the amount which remained unpaid or unclaimed for a period of 7 years has to be transferred to investor Education and Protection Fund. Accordingly unclaimed amount of Rs. 53,271 which remained unclaimed from 2008-09 has been transferred to IEPF Account within the specified timeline. The unpaid dividend pertaining to the dividend declared for the Financial Year 2009-10 shall be transferred to the Investors Education and Protection Fund on October 07, 2017. Details of unclaimed dividend as on March, 31, 2017 has been provided under the section Corporate Governance Report.
The Register of Members and Share Transfer books will remain closed from Statutory, August 05, 017 to Friday, August 11, 2017 (both days inclusive). The Annual General Meeting has been scheduled on August 11, 2017.
6. Holding Company
TAKE Solution Pte. Ltd, Singapore, the Holding Company continues to retain substantial equity in your Company and their Present Equity Holding is 53.18%.
7. Subsidiaries
Direct Subsidiaries
-APA Engineering Private Limited, India
-TAKE Solutions Global Holdings Pte Ltd, Singapore
-Ecron Acunova Limited, India (Formerly Known as Manipal Acunova Limited)
-Navitas LLP, India
Steps-down Subsidiaries
-APE Engineering Private Limited, Singapore
-APE Engineering lnc., USA
-Towell TAKE Investments LLC, Muscat
-TAKE Solutions MEA Limited, UAE
-Mirnah Technologies System Limited, Saudi Arabia
-TAKE Enterprise Services lnc., USA
-TAKE Solution Information Systems Pte Ltd, Singapore
-Navitas, lnc, USA
-TAKE Supply Chain De MexicoS De RIDe CV, Mexico
Navitas Life Sciences Holdings Limited, UK
-Navitas Life Sciences Limited, UK
-Navitas Life Sciences, lnc USA
-TAKE Symergies lnc., USA
-TAKE Datawork lnc., USA
-Intelent lnc., USA
-Astus Technologies lnc., USA
-Million Star Technologies Limited, Marutius
-TAKE Innovations lnc., USA
-Acunova Life Science lnc., USA
-Acunova Life Sciences Limited, UK
-Ecron Acunova Gmbh, Germany
-Ecron Acunova Sdn, Bhd., Malaysia
-Ecron Acunova Company Limited, Thailand
-Ecron Acunova sp.z.o.o. Poland
-Ecron Acunovaa Limited, UK
-Ecron LLC, Ukraine
-Ecron Acnova A/S, Denmark
-Ecron Acunova Pte Ltd, Singapore
-Ecorn â The Czech Ecperts s.r.o (liquidated on Mar 20, 2017)
-Ecorn Acunova Italia S.r.l (liquidated on Dec 30, 2016)
8. Changing in nature of Business, if any
There was no change in the nature of business of the Company during the financial year ended March 31, 2017.
9. Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordance with the provisions of Sec 129(3) and Schedule III of the Companies Act, 2013 and Accounting Standards (AS) 21, and other recognized accounting practices and policies. The Consolidated Financials are also available in the website of the Company http://www.takesolutions.com/
Financials of the Company
In accordance with the provisions of Section 136(1) of the Companies Act, 2013, Rule 10 of Companies (Accounts) Rules, 2014 and SEBIâs Circular No. SEBVFD/FD/DIL/LA/2/2007/26/4 dated April 26, 2007 the Financial Statements are provided in abridged form in this Annual Report. Accordingly an Abridged Balance Sheet is sent to the shareholders of the Company. Any shareholder interested in having a copy of the complete and full Balance Sheet and Statement of profit and Loss may write to the Company Secretary at the Registered Office of the Company. The detailed Balance Sheet & Statement of Profit and Loss will also be available for inspection at the Registered Office of the Company and also in the website of the Company http://www.takesolutions.com/
Financials of Subsidiaries
The financial statements of the subsidiary Companies are available for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary companies to the shareholders upon request. However as required, the financial data of the subsidiaries have been furnished as per Section 129(3) in Form AOC-1, forming part of the Annual Report.
10. Directors
The Composition of the Board is governed by the applicable laws and regulations and Articles of Association of the Company.
The Board consists of persons of professional expertise and experience in technical, financial and operational segments who provide leadership and guidance to the management.
None of the Directors of your Company are disqualified as per Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosure, as required under various provisions of the Companies Act, 2013 and Listing Regulation.
a) Directors relating by rotation
Pursuant to Section 152 of the Companies Act, 2013 read with the Article 609(iv) of the Article of Association of the Company. Mr. Ram Yeleswarapu, Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General meeting and being eligible, offers himself for re-appointment. A brief of Mr. Ram Yeleswarapu is provided below:
Mr. Ram Yeleswarapu is responsible for overseeing the operations and profitability of Company. He started his career with Tata Steel at Jamshedpur. In the US, the has worked with large pharmaceutical Companies like Merck, Parke Davis and Amgen, across a range of business applications from development to commercialization of drugs. Mr. Ram Yeleswarapu holds an Engineering degree from the Indian Institute of Technology, Chennai. The does not directly hold any shares in the Company.
b) Appointment of Independent Directors
Mr. Venkataraman Murali was appointed as an Additional Director by the Board on May 18. 2017. The Company has received a Notice under Section 160 of the Companies Act, 2013 from a Member proposing his candidature to be appointed as an Independent Director for a term of 5 years effective from May 18, 2017. Membersâ approval for his appointment as Independent Director has been sought in the Notice convening the Annual General Meeting of the Company.
A brief profile of Mr. Venkataraman Murali is provided below:
Mr. Venkataraman Muruli holds a degree in Bachelors of Commerce, from Vivekananda Collage, Chennai. He is a Fellow member of the institute of Chartered Accountants of India and an Associate member of the Institute of Cost Accountnats of India and has to his credit more than 30 years of experience in the relevant fields. He has been elected as Central Council Member of the Institute of Chartered Accountants of India for four terms in success for the periods from 2004-2016 and secured sixth consecutive record win in ICAI elections from the Solution Region.
He does not hold any shares in the Company.
c) Appointment of Executive Directors
i. The Nomination and remuneration committee in its meeting held on February 02, 2017 recommended the appointment of Ms. Subhasri Sriam as an Executive Director of the Company and recommended the same to the Board and subsequently the Board approved her appointment in its meeting held on February 02, 2017, the appointment is subject to the ratification of the Shareholders. A brief profile of Ms. Subhasri Sriram is given below.
Ms. Subhasri Sriram holds a degree of master of Commence. She is the member of the Institute of Cost Accounts of India and also Member of the Institute of Company Secretarial of India. She was Institutional in setting up Retail Finance of Shriram Group. she has over 20 years of experience in retail and corporate finance, treasury & fund management and corporate administration.
She holds 100 shares in the Company.
ii. The Nomination and remuneration committee in its meeting held on February 02, 2017 recommended the appointment of Ms. Shobana N S as an Executive Director of the Company and recommended the same to the Board and subsequently the Board approved her appointment in its meeting held on February 02, 2017. The appointment is subject to the ratification of the shareholders. A brief profile of Ms. Shobana N S is given below:
Ms. Shobana is a member of the institute of Chartered Accountants of India and also a member of Cost Accounts of India and also a member of cost Accounts of India. She has been associated with the Company for the last 20 years and has held various positions in the Organization. She was the Chief Financial Officer of the Company before she was promoted as Director of the Company.
She holds 59,000 shares in the Company.
d) Directorsâ resignation
-Mr. N.S. Nanda Kishore, Non-executive Director resigned from the Directorship of the Company with effect from February 02, 2017.
-Mr. S. Krishnamurthy, Independent Director resigned from the Directorship of the Company with effect from May 10, 2017.
Your Directors place on record their application for the valuable advice and guidance rendered by Mr. N.S. Nanda Kishore and Mr. S. Krishnamurthy during their tenure as Directors of the Company.
11. Declaration by Independent Directors
All 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 laid down in the above said section for being an Independent Director of the Company.
12. Number of Board Meetings
A calendar of Meeting is prepared and circulated in advance to the Directors. The Board of Directors met 5 (five) times during the financial year 2016-17. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.
13. Familiarization Programme
The Board Members are provided various updates and presentations with respect to Companyâs business and operations, its future plan and outlook and other important developments from time to time. Subject matter experts from the organization also provide regular updates to the Board members regarding various developments. These details are covered under various minutes and records maintained by the Company. Details regarding Companyâs business, operations and other requisite information may be found on Companyâs website www.takesolutions.com
14. Evaluation of the Boardâs Performance
The Board has carried out an evaluation of Directors as well as evaluation of Board and Committee as required under the provisions of the Companies Act, 2013 and the regulation 17 & 19 read with Part D of Schedule II SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The process was carried out by circulating evaluation forms on various criteria including attendance, participation in Meetings, engagement with the management in making decisions, understanding the Company to follow the best industry practices.
Based on the criteria, the Independent Directors also reviewed the performance of the Non-Executive Directors and the Board as a whole as well as the performance of the Chairman of the Company, taking into accounts the views of the Executive Directors and Non-Executive Directors. At the meeting of Independent Directors held on march 23, 2017 they, inter-alia assessed the quarterly, quantity and timelines of flow of information between Company management and the Board that is necessary for the Board to effectively and reasonably performance its duties.
The Independent Directors were also evaluated by the Board based on the professional conduct, role and responsibilities 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, undertaking of business risks, adherence to process and procedures, overseeing managementâs procedures for enforcing the organization code of conduct, ensuing that various policies, including the whistle blower policy of the Company were in force and actions taken as appropriate.
15. Changes in Key Managerial Personnel
During the year under review, Ms Lakshmi C.M. resigned as Company Secretary w.e.f. July 01, 2016 and Mr. Avaneesh Singh was appointed as the Company Secretary of the Company w.e.f. August 01, 2016.
Ms. Subhashari Sriram took over the charge as Chief Financial Officer w.e.f. April 01, 2017 in place of Ms. Shobana N S.
16. Secretarial Audit
Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed Mr. M. Alagar, Practicing Company Secretary, to carry out the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 2017 is provided as Annexure 1.
The Secretarial Audit report does not contain any qualification, reservation or adverse remark.
17. Auditors
M/s Sudar, Srini & Sridhar, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a period of 3 years until the conclusion of this 16th Annual General Meeting. In view of the same, the Board at its Meeting held on May 18, 2017 pursuant to the recommendation of the Audit Committee and subject to approval of the shareholders, has appointed M/s. GD Apte & Co. Chartered Accountants as the Statutory Auditors of the Company for a period of five years commencing from this Annual General meeting till the shareholders at every Annual General meeting. Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act, and Rules issued there under (including any statutory modification(s) or re-appointment(s) for the time being force), from M/s. GD Apte & Co. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under SEBI (LODR) Regulations.
The Auditorâs Report does not contain any qualification, reservation or adverse remark. Also there has been no instance of fraud reported by the Auditors during the period under review.
18. Internal Audit
The internal audit was carried out by the Chief Internal Auditor with the support of various co-sourced partners at different locations. The reports of the internal auditors along with comments from the management are placed for review before the Audit Committee. The Audit Committee in consultation with the Statutory Auditor also scrutinizes the audit plan and the adequate of the internal auditors.
19. Internal Control System
The Company follows a detailed process of internal Control System. The financial and operational controls are firmly but built in with these internal process which are documented. All these process are clearly communicated to all team members and can be easily accessed in the internal quality management system. These controls are continuously monitored and gaps if any are identified and new or improved controls are implemented as and when required.
20. Adequacy of Internal Financial Controls with reference to Financial Statements
The Company has implemented and evaluated the Internal Financial controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable status and policies, safeguarding of assets, prevention and declaration frauds, accuracy and completeness of accounting records.
The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.
21. Risk Management
The Company has implemented a sustainable Risk management framework that provides timely & accurate decision, support and create an environment where every employees is a part of risk management. The Chief Risk Officer of the Company who is part of the Risk Management Committee monitors the framework and present to the Audit Committee a quarterly report on the updates of the risk management and mitigation. The committee has evolved and identified various risks pertaining to the industry in which the company operates, Mitigation measures for those identified risks are prepared in consultation with the employees of the Company. the prioritized Risk lists are reviewed and action plans are drawn up to mitigate the same.
22. The details of significant and material orders passed by the regulators or courts or tribunals Impacting the going concern status and companyâs operations in future
There are significant and material orders passed by the regulators or court or tribunals that may have an impact for the company as a going concern and/ or companyâs operations in the future.
23. Related Party Transactions
The Audit Committee had review all related party transactions that were entered into during the financial year and found them to be on arms length basis and ordinary course of business. As required under the provisions of Section 188 of the Companies Act, 2013, read with Companies (Meeting of Board and its Powers) Rules, 2014 & Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2005, the Audit Committee had give its prior approval to these transactions which could be foreseen and an omnibus approval up to Rs. 1 crore per transaction was granted in respect of adhoc transactions that cannot be estimated.
There were no materially significant related party transactions made by the Company during the year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The disclosure pertaining to the same has been provided in Form AOC-2 as Annexure 2.
All Related Party Transactions as required under Accounting Standards AS-18 are reported in Note 24- Notes to Accounts of the Standalone financial statements of your Company.
The Policy on related party transactions as approved by the Board is uploaded in the Companyâs website : http://www.takesolutiions.com/images/corporate%20governance/policy-on-related-party-transactions.pdf
24. Particular of Loans, guarantees or investments
During the Financial Year under review, the Company had given loan amounting to Rs. 297 Mn to its wholly owned subsidiary M/s Ecron Aucnova Limited (f.k.a. Manipal Acunova Limited).
During the year under review Company had not availed any loan.
During the financial year the Company has made an investment in its wholly owned subsidiary M/s. TAKE Solutions Global Holding Pte Ltd for an amount of Rs. 245.76 Mn.
25. 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 has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
26. Deposits
During the year under review, the Company has not accepted any deposits either from the shareholders or public within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.
27. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal ) Act, 2013
The Company has in place a policy on Prevention of Sexual Harassment (POSH) in accordance with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Familiarization and sensitization programmes are conducted for employees at regular intervals. The policy is available in the intranet for access by employees. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year by the Internal Compliance Committee.
28. Report on Corporate Governance
Our Company strives to maintain high standards of Corporate Governance in all our interaction with our stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements), Regulation, 2015. A separate section on Corporate Governance along with a certificate from the auditors confirming the level of compliance is attached and form part of the Boardâs Report as Annexure 3.
29. Managementâs Discussion and Analysis Report
Managementâs Discussion and Analysis Report for the year under review, as per the provisions of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is presented separately, which forms part of the Boardâs Report as Annexure 4.
30. Corporate Social Responsibility
The Company is committed to on-going contributions to Society through a comprehensive CSR framework. TAKE Solutions has contributed an amount of Rs. 10.12 Mn towards Healthcare; Environment; Education & Sports During the FY 2016-17. The details of the CSR activities forms part of the Boardâs Report as Annexure 5
31. Extract of the Annual Return
The extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 form part of the Boardâs report as Annexure 6.
32. Particulars of Employees
Pursuant to Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment of Managerial Personnel ) Rules, 2014 no employee has drawn a remuneration of more than Rs, 1.2 crores per annum, if employed throughout the financial year and Rs. 8.5 lakh per month, if employed for part of the financial year.
33. Policy on Directorâs & KMPâs appointment and remuneration
The Nomination & Remuneration Committee has laid down a policy for appointment & remuneration of Directorsâ and Key Managerial Personnel. The policy also provides for criteria to determine the qualifications, positive attributes independence of a Director, recommend to the Board their appointment and remuneration for the Directors, Key Managerial Personnel and other employees. A copy of Nomination, Remuneration & Evaluation policy of the Company is provided as Annexure 7.
The Managing Director of the Company does not draw any remuneration. The Independent Directors are paid Commission on the Net Profits not exceeding 1% of the Net Profits of the Company, in accordance with the provisions of Sec 197 of the Companies Act, 2013. The Nomination & Remuneration Committee recommended the remuneration payable to the KMPs. A note on the remuneration policy is provided under the head Corporate Governance Report. The disclosure pursuant to Companies (Appointment & Remuneration) Rules, 2014 are provided under Annexure 7A.
34. Employees Stock Option Scheme
In accordance with the SEBI (Employees Stock Options Scheme and Employees Stock Pursuant Scheme) Guidelines, 1999, the excess of the market price of the underlying Equity Shares as of date of the grant over the exercise price of the option, including upfront payments, if any, is to be recognized and amortized on straight line basis over the visiting period.
During the current financial year, the Company has not granted any options to its employees under TAKE Solution Limited Employee Stock Option Scheme 2007.
Disclosure in compliance with the Rule 12 of Companies (Share and Debenture) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014
ESOS - 2007
|
Particular |
Series â I |
Series âII |
Series â III |
Series - IV |
|
1. Grant Price â Rs. |
73.00 |
73.00 |
73.00 |
73.00 |
|
2. Grant Date |
April 02, 2008 |
May, 26, 2008 |
August, 07, 2015 |
March, 24, 2016 |
|
3. Vesting commence on |
April 01, 2009 |
May, 25, 2009 |
August, 06, 2016 |
March 23, 2017 |
|
4. Vesting Schedule |
30% of grant on April 01,2009, subsequent 30% of grant on April 01, 2010 and balance 40% of grant on April 01, 2011 |
30% of grant on May 25,2009, subsequent 30% of grant on May 25, , 2010 and balance 40% of grant on May 25, 2011 |
30% of grant on August 06,2016, subsequent 30% of grant on August 06, 2017and balance 40% of grant on August 06, 2018 |
30% of grant on March 27, 2017, subsequent 30% of grant on March 23, 2018 and balance 40% of grant on March 23, 2019 |
|
5. Option Granted and outstanding at the beginning of the year |
25,100 |
7,000 |
1,265,000 |
150,000 |
|
6. Option granted during the year |
Nil |
Nil |
Nil |
Nil |
|
7. Option lapsed and /or withdrawn during the year |
23,100 |
3,000 |
121,003 |
50,000 |
|
8. Option excised during the year against which shares were allotted |
2,000 |
4,000 |
108,977 |
Nil |
|
9. Option granted and outstanding at the end of the year of which -Options vested -Option yet to vest |
Nil Nil |
Nil Nil |
240,523 794,500 |
30,000 70,000 |
|
10. Money realized by exercise of option during the year â Rs. |
146,000 |
292,000 |
7,955,321 |
Nil |
Other Stock option details and the applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plant of the Company are available on the website of the Company at www.takesolutins.com
35. Conservation of Energy, Research And Development, Technology Absorption
a) Measures taken to reduce energy consumption
-Continual improvement by Optional cooling of work areas and data centres, Preventive maintenance in the UPS and AC plant to ensure efficient working of the equipment, utilization of lights and stand â alone air conditioners only when required and disposal of HW obsolesces.
b) Technology Absorption â Your Company adopts appropriate Technology advancement in providing best services to its customers.
Imported technology (imported during the last three years reckoned from the beginning of the financial year) â Nil.
36. Foreign Exchange Earnings and Outgo
Total Foreign Exchange earned and used
Forex Earned:
For the Financial year 2016 â 17: Rs. 2.25 Mn
For the Financial Year 2015-16: Rs. 78.25 Mn
Forex used:
For the Financial Year 2016-17: Rs. 14.01 Mn
For the Financial Year 2015-16: Rs. 10.38 Mn
An amount of Rs. 70.86 Mn was remitted during the year in foreign currencies on account of payment of two interim dividends for the Financial Year 2016-17 and final dividend for the Financial Year 2015-16.
37. Business Responsibility Report
As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report has been prepared for the FY 2016-17 and the same is available at www.takesolutions.com
38. Directorsâ Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, is hereby confirmed that:
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 Director had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the financial year and of profit and loss company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the company and preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Acknowledgement
We thank our investors, customers, vendors, bankers, Regulatory and Government authorities for their assistance, support and cooperation extended. We place on record our appreciation for the committed services of all our employees.
By Order of the Board
Srinivasan H.R. D.V. Ravi
Place: Chennai Managing Director Director
Date: May 18, 2017 DIN: 0000130277 DIN: 0000171603
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the FOURTEENTH Annual Report
of the Company together with the Audited Accounts for the year ended
March 31,2015.
1. Financial Highlights
(Rs. in Mn, except per share data)
Particulars Consolidated
March 31, 2015 March 31, 2014
Total Income 7,386.75 8,216.91
Total Expenses 5,810.08 6,682.81
EBITDA 1,576.67 1,534.10
Depreciation & Amortization 596.07 768.84
Profit / (Loss) Before Int & Tax 980.60 765.26
Finance Cost 126.87 137.69
Provision for Taxation 54.42 9.98
Minority Interest 100.48 37.59
Profit / (Loss) After Tax (after 698.83 580.00
Minority Interest)
Earnings Per Share 5.82 4.83
Equity Shares (in numbers)* 120,000,000 120,000,000
Particulars Standalone
March 31, 2015 March 31, 2014
Total Income 386.86 482.03
Total Expenses 245.55 224.35
EBITDA 141.31 257.68
Depreciation & Amortization 7.43 53.79
Profit / (Loss) Before Int & Tax 133.88 203.89
Finance Cost - 23.36
Provision for Taxation 20.70 9.43
Minority Interest - -
Profit / (Loss) After Tax (after 113.18 171.10
Minority Interest)
Earnings Per Share 0.94 1.43
Equity Shares (in numbers)* 120,000,000 120,000,000
*As per the guidance note on accounting for Employee share-based
payments issued by ICAI, shares allotted to Trust but not transferred
to employees is required to be reduced from share capital and reserves.
Out of 2,400,000 equity shares allotted to Trust, no shares have been
exercised by employees up to 31-03-2015. Accordingly the financial
statements have been dealt in line with the guidance note.
2. Financial Performance
During the year under review, your Company earned a Consolidated
Revenue of Rs. 7,387 Mn with an EBITDA margin of 21% as compared to
Rs. 8,217 Mn with EBITDA of 19% in the fiscal 2014. The Standalone
revenue was Rs. 387 Mn with an EBITDA of 37% compared to Rs. 482 Mn
with EBITDA of 53%. The drop in revenue was due to the divestment of
low margin businesses which has led to the increase in the operating
profit.
3. Dividend
The Company paid the following Interim Dividends during the Financial
Year:
* 1st Interim Dividend of Rs. 0.30/- per Equity Share (30%) at the
meeting of the Board of Directors of the Company held on November 12,
2014
* 2ndInterim Dividend of Rs. 0.30/- per Equity Share (30%) at the
meeting of the Board of Directors of the Company held on February 06,
2015
The said Interim Dividends were paid on December 05, 2014 and February
27, 201 5 respectively. Your Directors are now pleased to recommend a
final Dividend of Rs. 0.40/- per Equity share (40%), which shall be
payable on approval of the shareholders at the ensuing Annual General
Meeting. The total dividend including Interim Dividends for the
Financial Year amounts to Rs. 1 /-per Equity share (100 %).
The total cash outflow on account of Equity Dividend (inclusive of
interim dividends already paid), and Dividend Distribution Tax amounts
to Rs. 144.28 Mn.
The Register of Members and Share Transfer books will remain closed
from August 22, 2015 to August 28, 201 5 (both days inclusive). The
Annual General Meeting has been scheduled on August 28, 2015.
4. Holding Company
TAKE Solutions Pte Ltd, Singapore, the Holding Company continues to
retain substantial equity in your Company and the Present Equity
Holding is 57.89%.
5. Subsidiaries (held directly)
* TAKE Solutions Global Holdings Pte Ltd, Singapore
* TAKE Business Cloud Private Limited, India
* APA Engineering Private Limited, India
Partner in Limited Liability Partnership
Navitas LLP (formerly known as TAKE Solutions Global LLP), India
Subsidiaries (held indirectly)
* Navitas Life Sciences Holdings Limited (formerly known as TAKE Global
Limited), UK
* Navitas,Inc (formerly known as TAKE Solutions, Inc), USA
* Navitas Life Sciences Limited (formery known as WCI Consulting
Limited), UK
* Navitas Life Sciences, Inc (formerly known as WCI Consulting
Limited), USA
* Applied Clinical Intelligence LLC., USA
* Million Star Technologies Limited, Mauritius
* TAKE Enterprises Services Inc., USA
* TAKE Supply Chain De MexicoS De RI De CV, Mexico
* TAKE Solutions Information Systems Pte Ltd, Singapore
* TO WELL TAKE Investments LLC., Oman
* TO WELL TAKE Solutions LLC., Oman
* TAKE Solutions MEA Limited, UAE
* Mirnah Technologies Systems Limited, Saudi Arabia
* RPC Power India Private Limited, India
* APA Engineering Pte Ltd, Singapore
* TAKE Innovations Inc, USA
During the Financial Year, TAKE 10 Solutions Private Limited, India was
divested and TAKE Intellectual Properties Management Inc., USA was
merged with its parent company Navitas Inc, USA.
6. Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordance
with the provisions of Sec 129(3) and Schedule III of the Companies
Act, 2013 and Accounting Standard (AS) 21, and other recognized
accounting practices and policies. The Consolidated Financial
Statements are also available in the website of the Company.
Financials of the Company
In accordance with the provisions of Section 136(1) of the Companies
Act, 2013, Rule 10 of Companies (Accounts) Rules, 2014 and SEBI's
Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated 26.04.2007 the Financial
Statements are provided in abridged form in this Annual Report.
Accordingly, an Abridged Balance Sheet is sent to the shareholders of
the Company. Any shareholder interested in having a copy of the
complete and full Balance Sheet and Statement of Profit & Loss, may
write to the Company Secretary at the Registered Office of the Company.
The detailed Financial Statements will be available for inspection at
the Registered Office of the Company during working hours of the
Company and also in the website of the Company (www.takesolutions.com).
Financials of Subsidiaries
The financial statements of the subsidiary Companies are available for
inspection by the shareholders at the Registered Office of the Company.
The Company shall provide free of cost, the copy of the financial
statements of its subsidiary companies to the shareholders upon
request. However, as required, the financial data of the subsidiaries
have been furnished as per Section 129(3) in Form AOC-1, forming part
of the Annual Report.
7. Directors
The Composition of the Board is governed by the applicable laws and
regulations and Articles of Association of the Company.
The Board consists of persons of professional expertise and experience
in technical, financial and operational segments who provide leadership
and guidance to the management.
Directors retiring by rotation
Pursuant to Section 152 of the Companies Act, 2013 read with the
Article 32 of the Articles of Association of the Company, Mr. S.
Srinivasan, Non- Executive Director of the Company is liable to retire
by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
Independent Directors' Appointment
Ms. Uma Ratnam Krishnan was appointed as an Additional Director by the
Board on November 12, 2014. The Company has received a Notice under
Section 160 of Companies Act, 2013 from the Members proposing her
candidature to be appointed as Independent Director for a term of 5
years effective from November 12, 2014. Members' approval for her
appointment as Independent Director has been sought in the Notice
convening the Annual General Meeting of the Company.
Directors' resignation
Mr. D.A. Prasanna, Independent Director tendered his resignation with
effect from April 16, 2015. The Board had approved the resignation by
way of circular resolution dated April 17, 2015, which was noted by the
Board in its ensuing meeting.
A brief note on the Director retiring by rotation and eligible for
re-appointment as well as the Independent Director seeking appointment
is furnished in the Report on Corporate Governance.
Declaration by Independent Directors
All 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 laid down in the Section 149(6) for
being an Independent Director of the Company.
8. Number of Board Meetings
The Board of Directors met 7 (seven) times during the financial year
2014-15. The details of the meetings and the attendance of the
Directors are provided in the Corporate Governance Report. The
intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013.
9. Familiarization Programme
The Company has a familiarization program for Independent Directors
pursuant to Clause 49 of the Listing Agreement. The same is uploaded
in the Company's website: http://www.takesolutions.com/corporate-
governance
10. Evaluation of the Board's Performance
In accordance with the provisions of the Companies Act, 2013 and Clause
49 of the Listing Agreement, the Board along with the Nomination &
Remuneration Committee, developed and adopted the criteria and
framework for the evaluation of its performance.
The Independent Directors evaluated the performance of the Non-
Executive Directors, Chairman and the Board at a meeting of Independent
Directors held on March 19, 2015. Directors were evaluated on various
criteria including attendance, participation in Board Meetings,
engagement with the management in making decisions, understanding the
Company's business and that of the industry and in guiding the company
to follow the best industry practices.
The Independent Directors were also evaluated by the Board based on the
professional conduct, roles and responsibilities 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 taken as
appropriate.
11. Secretarial Audit
The Board had appointed Mr. M. Alagar, Practicing Company Secretary, to
carry out Secretarial Audit. The Secretarial Audit Report for the
financial year ended March 31, 2015 is provided in the as Annexure 1.
The Secretarial Auditor's Report does not contain any qualification,
reservation or adverse remark.
12. Auditors
The Statutory Auditors of the Company, M/s. Sundar, Srini & Sridhar,
Chartered Accountants, were appointed by the members in the 13th Annual
General Meeting for a period of 3 years until the conclusion of the
16th Annual General Meeting subject to ratification by the shareholders
at every Annual General Meeting. The Company has received a certificate
from the Auditors to the effect that the appointment, if made would be
within the limits prescribed under Section 141(g) of the Companies Act,
2013. Members ratification for the appointment of Statutory Auditor has
been sought in the Notice convening the Annual General Meeting of the
Company.
The Auditor's Report for the Financial Year does not contain any
qualification, reservation or adverse remark.
13. Internal Audit
During the Financial Year, your Company had engaged the services of M/s
G.D. Apte, Chartered Accountants, Pune as Internal Auditors to carry
out internal audit for the Company and its subsidiaries. In the case of
foreign subsidiaries, Internal Auditors were appointed in the
respective countries. The reports of the internal auditors along with
comments from the management are placed for review before the Audit
Committee. The Audit Committee in consultation with the Statutory
Auditor also scrutinizes the audit plan and the adequacy of the
internal audits.
14. Internal Control System
The Company follows a detailed process of Internal Control System. The
financial and operational controls are firmly knit with these internal
processes which are documented. All these processes are clearly
communicated to all team members and can be easily accessed in the
internal quality management systems. These controls are continuously
monitored, and gaps if any, are identified and new or improved controls
are implemented as and when required.
15. Risk Management
The Company has implemented a sustainable Risk Management framework
that provides timely & accurate decision support and create an
environment where every employee is an integral part of risk
management. The Chief Risk Officer of the Company who is part of the
Risk Management Committee monitors the framework and presents to the
Audit Committee a quarterly report on the updates of the risk
management and mitigation. The committee evolved and identified various
risks pertaining to the industry in which the company operates.
Mitigation measures for those identified risks are prepared in
consultation with the employees of the Company. The prioritised Risk
lists are reviewed and action plan drawn up to mitigate the same.
16. Related Party Transactions
All related party transactions of the Company are reviewed by the Audit
Committee and presented to the Board on a quarterly basis. These
transactions are at arm's length basis and in the ordinary course of
business and are in compliance with the provisions of Section 188 of
the Companies Act, 2013 read with Companies (Meeting of Board and its
Powers) Rules, 2014 & Clause 49 of the Listing Agreement. The Audit
Committee had given its prior approval to those transactions which
could be foreseen and an omnibus approval up to Rs. 1 Cr per
transaction was granted in respect of adhoc transactions that cannot be
estimated. There were no materially significant related party
transactions entered into by the Company. The disclosure pertaining to
the same has been provided as Annexure 2.
The Policy on related party transactions as approved by the Board is
uploaded in the Company's
website:http://www.takesolutions.com/corporate-governance
17. Particulars of loans, guarantees or investments
During the Financial Year under purview, no loan, guarantee or
investment has been provided by the Company.
18. 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.
19. Deposits
The Company has not accepted any deposits either from the shareholders
or public within the meaning of the Companies' (Acceptance of Deposits)
Rules, 2014.
20. Disclosure under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
The Company has in place a Policy on Prevention of Sexual Harassment
(POSH) in accordance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Orientation of this policy is done to the employees at regular
intervals and awareness is created through audio-visual presentations.
The Policy is available in the intranet for access by employees. During
the financial year, no complaints were received by the Internal
Complaints Committee.
21. The details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future
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.
22. Report on Corporate Governance
The Company adheres to the code of Corporate Governance as set out by
the Securities and Exchange Board of India (SEBI). In line with that, a
report on Corporate Governance, along with a certificate from the
Statutory Auditors has been included in the Annual Report, detailing
the compliances of corporate governance norms as enumerated in Clause
49 of the Listing Agreement with the stock exchanges.
23. Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review,
as per the provisions of Clause 49 of the Listing Agreement with the
Stock Exchanges is presented separately, which forms part of the Annual
Report.
24. Corporate Social Responsibility
During the year under review, a CSR Committee was constituted by the
Board and policy on CSR was also published in the website of the
Company. The Company is committed to on-going contributions to Society
through a comprehensive CSR framework. TAKE Solutions has contributed
an amount of Rs. 35 lakhs towards Healthcare; Environment; Education &
Sports during the FY 2014-15. The details of the CSR activities forms
part of the Annual Report.
25. Extract of the Annual Return
The extract of the Annual Return as provided under Section 92(3) of the
Companies Act, 2013 forms part of the report and is attached as
Annexure 3.
26. Particulars of Employees
As per Section 197(12) of the Companies Act, 2013 read with the Rule 5
of the Companies (Appointment of Managerial Personnel) Rules, 2014
details of employees drawing a remuneration of more than Rs. 60 lakhs
per annum, if employed throughout the financial year and Rs. 5 lakhs
per month, if employed for part of the financial year shall be set out
as annexure to this Report. However, none of the employees come under
the purview of this section and hence, the said provisions are not
applicable.
27. Policy on Directors' & KMP's appointment and remuneration
The Nomination & Remuneration Committee has laid down a policy for
appointment & remuneration of Directors' and Key Managerial Personnel.
The policy also provides for criteria to determine the qualifications,
positive attributes, independence of a Director, recommend to the Board
their appointment and remuneration for the Directors, Key Managerial
Personnel and other employees.
The Managing Director of the Company does not draw any remuneration.
The Independent Directors are paid Commission on the Net Profits not
exceeding 1% of the Net Profits of the Company, in accordance with the
provisions of Sec 197 of the Companies Act, 2013. The Nomination &
Remuneration Committee recommended the remuneration payable to the
KMP's. A note on the remuneration policy is provided under the head
Corporate Governance Report. The disclosure pursuant to Companies
(Appointment & Remuneration) Rules, 2014 are provided under Annexure 4.
28. Employee Stock Options Scheme
In accordance with the SEBI (Employees Stock Options Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the
market price of the underlying Equity Shares as of date of the grant
over the exercise price of the option, including up front payments, if
any, is to be recognized and amortized on a straight line basis over
the vesting period.
During the current Financial Year, stock options under ESOP 2007 have
not been granted. Further, the Company has already recognized
employee's compensation cost over the vesting period, using intrinsic
value of option for the stock options granted on April 02, 2008 and May
26, 2008. Also, the difference between intrinsic value and fair value
of the options were disclosed in the Directors' Report during the
corresponding period. Hence, disclosure pertaining to the difference
between intrinsic value and fair value of the option is not applicable
for the Financial Year 2014-15.
Details of ESOP granted as on March 31, 2015
Disclosure in compliance with the Rule of 12 Companies (Share Capital
and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based
Employee Benefits) Regulations, 2014
Sl. Description Take Solutions (Employees
No Stock Option Scheme
(ESOS) 2007
SERIES I SERIES II
1. Total Number of options granted 158,500 47,500
under the plan
2. Options Vested during the year NIL NIL
3. Options Exercised during the year NIL NIL
4. Total Number of shares arising as a NIL NIL
result of exercise of options
(as of March 31,2015)
5. Options lapsed 49,300 19,500
6. Exercise Price (Rs.) 73 73
7. Money realised by exercise of options NIL NIL
during the year (Rs. )
8. Total Number of options in force at
the end of the year (granted, vested and 109,200 28,000
unexercised / unvested and unexercised)
9. Employee wise details of options granted to NIL NIL
(I) Key Managerial Personnel NIL NIL
(II) any other employee who receives a grant
of options in any one year of option NIL NIL
amounting to five percent or more of
options granted during that year
(III) Identified employees who were granted
option, during any one year, equal to
or exceeding one percent of the issued
capital (excluding outstanding warrants NIL NIL
and conversions) of the company at the
time of grant
29. Conservation of Energy, Research and Development, Technology
Absorption
a. Measures taken to reduce energy consumption:
The following measures are institutionalized across facilities:
* Optimal cooling of work areas and data centres.
* Regular UPS and AC plant maintenance to ensure efficient working of
the equipments
* Switching off computers when not in use.
* Utilisation of lights and stand- alone air conditioners only when
required.
* Replacements of CFL to LED * Saving paper through secured PIN based
printers, to reduce the number of print- outs
* PaperRecycling
* Disposal of e-waste generated in-house through vendors with "Safe
disposal practices" *
* Virtualization and consolidation of Servers and Storage resulting in
reduced server footprints, greater use of the IT equipment capabilities
and executing more workloads in less space and less energy
b. Technology Absorption -
Your Company absorbs appropriate technology advancements in providing
the best services to its customers. The following technologies were
absorbed in the Indian facility:
* Implemented WAN accelerator technology to improve better performance
of application development & testing between India ODC and US sites.
* Implemented web based centralized monitoring & log management system
for the critical IT infrastructure services at Datacenter. *
* Implemented Information Technology Infrastructure Library (ITIL)
based service management tool to capture the IT infrastructure services
and support.
Imported technology (imported during the last three years reckoned
from the beginning of the financial year)- Nil.
30. Foreign Exchange Earnings and Outgo
Total Foreign Exchange earned and used
Forex Earned:
Rs. 7.78 Mn (14-15) & for previous year Rs. 103.96 Mn (13-14)
Forex Used:
Rs. 1.57 Mn (14-15) & for previous year Rs. 21.49 Mn (13-14)
An amount of Rs. 70.86 Mn (Rs. 70.86 Mn) was remitted during the year
in foreign currencies on account of payment of two interim dividends
for the Financial Year 2014-15 and final dividend for the Financial
Year 2013-14.
31. Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, it is hereby confirmed:
(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 had 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 and
loss of the company for that period;
(c) The Directors had 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 had prepared the annual accounts on a going concern
basis;
(e) The Directors had 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 had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Acknowledgement
Your Directors wish to express their gratitude for the assistance,
support and cooperation extended by all investors, clients, vendors,
bankers, Regulatory and Government authorities, Reserve Bank of India,
Stock Exchanges and business associates for their co- operation,
encouragement and continued support extended to the Company. Your
Directors also wish to place on record their appreciation for the
committed services by all employees of the Company.
By Order of the Board
Place : Chennai
Date : May 15, 2015
Srinivasan H.R. D.V. Ravi
Managing Director Director
DIN : 00130277 DIN: 00171603
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the THIRTEENTH Annual Report
of the Company together with the Audited Accounts for the year ended
March 31,2014.
Financial Highlights
I. Consolidated Financial highlights of the Company and its
Subsidiaries
(Rs. in Million except per share data)
Year ended March 31 2014 2013
Total Income 8,216.91 8,386.16
Total Expenses 6,682.81 6,705.65
EBITDA 1,534.10 1,680.51
Depreciation & Amortization 768.84 463.75
Profit / (Loss) Before Int & Tax 765.26 1,216.76
Finance Cost 137.69 143.83
Provision for Taxation 9.98 181.88
Minority Interest 37.59 96.35
Profit / (Loss) After Tax
(after Minority Interest) 580.00 794.70
Earnings Per Share 4.83 6.62
Equity Shares (in numbers) 120,000,000 120,000,000
Business Performances
The consolidated revenue of the Company for the year ended March 31,
2014 stood at Rs. 8,216.91 Mn, as against the previous year''s revenue
of Rs. 8,386.16 Mn. The consolidated Net Profit for the fiscal year
ended March 31, 2014 stood at Rs. 580.00 Mn as against the previous
year''s consolidated Net Profit of Rs. 794.70 Mn.
II. Standalone Financial highlights of the Company
(Rs. in Million except per share data)
Year ended March 31 2014 2013
Total Income 482.03 706.93
Total Expenses 224.34 237.00
EBITDA 257.69 469.93
Depreciation & Amortization 53.80 45.88
Profit / (Loss) Before Int & Tax 203.89 424.05
Finance Costs 23.36 41.09
Provision for Taxation 9.43 16.52
Profit / (Loss) After Tax 171.10 366.44
Earnings Per Share 1.43 3.05
Equity Shares (in numbers) 120,000,000 120,000,000
For the financial year ended March 31, 2014 your Company''s gross
income was Rs. 482.03 Mn. The net profit for the financial year was
Rs. 171.10 Mn.
Dividend
Your Directors had declared 1st Interim Dividend of Rs. 0.30/- per
Equity Share (30%) at the meeting of the Board of Directors of the
Company held on November 11, 2013 and 2nd Interim Dividend of Rs.
0.30/- per Equity Share (30%) at the meeting of the Board of Directors
of the Company held on January 31, 2014. The said Interim Dividends
were paid on December 3, 2013 and February 15, 2014 respectively. Your
Directors are now pleased to recommend a final Equity Dividend of Rs.
0.40/- per Equity Share (40%), subject to Subsidiaries (held
indirectly)
1. TAKE Solutions Inc., U.S.A
2. Applied Clinical Intelligence LLC., U.S.A
3. TAKE Enterprises Services Inc., U.S.A
4. TAKE Intellectual Properties Management Inc., U.S.A
5. TAKE Supply ChainDeMexicoS De RI De CV., Mexico
6. TAKE Solutions Information Systems Pte Ltd., Singapore
7. TAKE Global Limited., UK
8. WCI Consulting Limited., UK
9. WCI Consulting Limited., U.S.A
10. TOWELL TAKE Investments LLC., Oman
11. TOWELL TAKE Solutions LLC., Oman
12. TAKE Solutions MEA Ltd., UAE
13. Mirnah Technologies Systems Limited., Saudi Arabia
14. RPC Power India Private Limited., India (by virtue of control over
composition of Board of Directors)
15. Million Star Technologies Ltd., Mauritius
16. TAKE 10 Solutions Private Limited., India
During the financial year, the entire investment in a step down
subsidiary viz; CMNK Computer Systems Pte Ltd., Singapore was divested
and another step down subsidiary in UK namely WCI Consulting Group Ltd
was wound up.
Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordance
with the requirements of Accounting Standard (AS) 21, and as prescribed
by the Central Government under Section 211(3C) of the Companies Act,
1956 and other recognized accounting practices and policies.
Subsidiary Accounts
In accordance with the General Circular No.2/2011 dt. 8th February,
2011 issued by the Ministry of Corporate Affairs, Government of India,
the Balance Sheet, Statement of Profit & Loss and other documents of
the Subsidiary Companies are not being attached with the Balance Sheet
of the Company. The Consolidated Balance Sheet of the Company shall
include the financial information for each subsidiary. The audited
accounts of the subsidiary companies are also kept for inspection by
any member at the Company''s Registered Office and copies will be made
available on request to the members.
However, as required, the financial data of the subsidiaries have been
furnished under "Details of Subsidiaries" forming part of the Annual
Report.
Corporate Governance
The Company adheres to the Code of Corporate Governance as set out by
the Securities and Exchange Board of India (SEBI). In line with that, a
report on Corporate Governance, along with a certificate from the
Statutory Auditors has been included in the Annual Report, detailing
the compliances of corporate governance norms as enumerated in Clause
49 of the Listing Agreement with the Stock Exchanges
Secretarial Audit
As a measure of good corporate governance practice, the Company
appointed Mr. M. Alagar, Practicing Company Secretary, to conduct
Secretarial Audit. The Secretarial Audit Report for the financial year
ended March 31, 2014 is provided in the Annual Report. The Secretarial
Audit Report confirms that the Company is in compliance
DIRECTORS'' REPORT
the approval of the shareholders at the ensuing Annual General Meeting.
The total dividend including Interim Dividends for the Financial Year
amounts to Rs. 1 /-per Equity Share (100 %).
The total cash outflow on account of Equity Dividend (inclusive of
interim dividends already paid), and Dividend Tax amounts to Rs. 140.43
Mn.
The Register of Members and Share Transfer books will remain closed
from September 13, 2014 to September 19, 2014 (both days inclusive).
The Annual General Meeting has been scheduled on September 19, 2014.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on September 06,
2013 (date of last Annual General Meeting) on the website of the
Company (www.takesolutions.com), as also on the Ministry of Corporate
Affairs website.
Abridged Accounts
SEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated
26.4.2007 allowed Listed Companies to send Abridged Annual Report to
the shareholders in line with the requirement stipulated under Section
219 (1)(b)(iv) of the Companies Act, 1956. Accordingly, an Abridged
Balance Sheet is sent to the shareholders of the Company. Any
shareholder interested in having a copy of the complete and full
Balance Sheet and Statement of Profit & Loss, may write to the Company
Secretary at the Registered Office of the Company. The detailed Balance
Sheet and Profit & Loss Account will also be available for inspection
at the Registered Office of the Company during working hours of the
Company and also in the website of the Company (www.takesolutions.com).
Green Initiative in Corporate Governance
In terms of provisions of Section 101 and Section 136 of the Companies
Act, 2013 and Rules made there-under, Shareholders who have opted to
receive the Notice convening the general meetings, Financial
Statements, Directors'' Report, Auditors Report etc. in electronic form,
by registering their e-mail addresses with the Company or whose e-mail
addresses are made available to the Company by the Depositories, are
being sent with such documents in the electronic form. These documents
are also made available on the website of the Company viz.,
www.takesolutions.com. Your Company would like to continue the green
initiative further and request all the shareholders to opt for
electronic documents.
Holding company
TAKE Solutions Pte Ltd, Singapore, the Holding Company continues to
retain substantial equity in your Company and the present Equity H
olding is 57.89%.
Overseas & Indian Subsidiaries
Subsidiaries
1. TAKE Solutions Global Holdings Pte Ltd, Singapore
2. TAKE Business Cloud Private Limited, India
3. APA Engineering Private Limited, India
Partner in Limited Liability Partnership
1. TAKE Solutions Global LLP, India
with all the applicable provisions of the Companies Act, 1956, Listing
Agreements with the Stock Exchanges, Depositories Act, 1996, SEBI
(Substantial Acquisition of Shares and Takeovers) Regulation, 2011,
SEBI (Prohibition of Insider trading) Regulations, 1992 and all other
guidelines and regulations of the Securities and Exchange Board of
India (SEBI).
Management''s Discussion and Analysis Report
Management''s Discussion and Analysis Report for the year under review,
as per the provisions of Clause 49 of the Listing Agreement with the
Stock Exchanges is presented separately, which forms part of the Annual
Report.
Directors
Directors'' retiring by rotation
Mr. D. V. Ravi and Mr. N. S. Nanda Kishore, Directors of the Company
are liable to retire by rotation at the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment.
Independent Directors'' appointment
Mr. N. Kumar, Mr. S. Krishnamurthy, Mr. D. A. Prasanna, Prof. G.
Raghuram,Mr. N. Rangachary and Mr. R. Sundara Rajan are being appointed
as Independent Directors'' for a term of five years w.e.f. April 1,
2014. The Company has received a Notice under Section 160 of Companies
Act, 2013 from the Members proposing their candidature. Members''
approval for their appointment as Independent Directors'' has been
sought in the Notice convening the Annual General Meeting of the
Company.
A brief note on Directors retiring by rotation and eligible for
re-appointment as well as Independent Directors is furnished in the
Report on Corporate Governance.
Fixed Deposits
During the year under review, the Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975.
Auditors
The Auditors of the Company, M/s. Sundar Srini & Sridhar, Chartered
Accountants, retire as the Auditors of the Company at conclusion of the
ensuing Annual General Meeting and being eligible, offers themselves
for re-appointment to hold the office from the conclusion of this 13th
Annual General Meeting until the conclusion of the 16th Annual General
Meeting, subject to ratification by the shareholders annually in
accordance with the provisions of Section 139 and other applicable
provisions of the Companies Act, 2013. The Company has received a
certificate from the Auditor to the effect that the appointment, if
made would be within the limits prescribed under Section 141(g) of the
Companies Act, 2013.
Internal Audit
During the financial year, your Company had engaged the services of M/s
KPMG India Private Limited, Chennai and M/s G.D. Apte, Chartered
Accountants, Pune as Internal Auditors to carry out internal audit on a
regular basis. The reports of the internal auditors along with comments
from the management are placed for review before the Audit Committee.
The Audit Committee also scrutinizes the audit plan and the adequacy of
the internal audits.
Particulars of Employees
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 regarding the name
and other particulars of employees are required to be set out in the
annexure to this report. However, none of the employee comes under the
purview of Section 217 (2A). Therefore, the disclosures required to be
made under section 217 (2A) of the Companies Act, 1956 and the rules
made there under are not applicable.
Employee Stock Options Scheme
In accordance with the SEBI (Employees Stock Options Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the
market price of the underlying Equity Shares as of date of the grant
over the exercise price of the option, including upfront payments, if
any, is to be recognized and amortized on a straight line basis over
the vesting period.
During the current financial year, stock options under ESOP 2007 have
not been granted. Further, the Company has already recognized
employee''s compensation cost over the vesting period, using intrinsic
value of option for the stock options granted on April 02, 2008 and May
26, 2008. Also, the difference between intrinsic value and fair value
of the options were disclosed in the Directors'' Report during the
corresponding period. Hence, disclosure pertaining to the difference
between intrinsic value and fair value of the option is not applicable
for the financial year 2013-14.
Details of ESOP Granted as on March 31,2014
In terms of Clause 12.1 of the Securities and Exchange Board of India
(Employee Stock Options Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, details of options granted under the Employee Stock
Option Scheme - 2007 are given below:
Sl. ESOS 2007 Tranche 1 Tranche 2
No
01 Grant Date April 02, 2008 May 26, 2008
02 Options granted and outstanding 175,500 47,500
at the beginning of the year
03 Grant Price - Rs. 73 per share/ 73 per share
option /option
04 Options vested during the Nil Nil
Financial Year
05 Options Exercised Nil Nil
06 Money realized on exercise of Nil Nil
option
07 Total number of shares arising as a Nil Nil
result of exercise of options
08 Options Lapsed / Surrendered 17,000 Nil
09 Options granted and outstanding
at the end of the year of which
Option vested 158,500 47,500
Option yet to vest Nil Nil
10 Variation of terms of options Nil Nil
11 Grant to Senior Management Nil Nil
12 Employees receiving 5% of the Nil Nil
total number of options granted
during the year
13 Employees granted options equal Nil Nil
to or exceeding 1% of the
issued capital
Conservation of energy, research and development, technology
absorption, foreign exchange earnings and outgo
There are no particulars to be disclosed under Companies (Disclosures
of Particulars in Report of Board of Directors) Rules, 1988 in regard
to conservation of energy, technology absorption.
Foreign Exchange Earnings and Outgo
Total Foreign Exchange earned and used Forex Earned:
Rs. 103.96 Million (13-14) & for previous year Rs. 159.92 Million
(12-13). Forex Used:
Rs. 22.63 Million (13-14) & for previous year Rs. 35.74 Million
(12-13).
An amount of Rs. 70.86 Mn (Rs. 113.37 Mn) was remitted during the year
in foreign currencies on account of payment of two interim dividends
for the financial year 2013-14 and final dividend for the financial
year 2012-13.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, it is hereby confirmed:
1. That in the preparation of the annual accounts, the relevant
applicable Accounting Standards have been followed and no material
departures have been made from the same.
2. 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 of the Company for that year.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. That the Directors have prepared the annual accounts on a going
concern basis.
Acknowledgement
Your Directors take this opportunity to express gratitude to all
investors, clients, vendors, bankers, Regulatory and Government
authorities, Reserve Bank of India, Stock Exchanges and business
associates for their cooperation, encouragement and continued support
extended to the Company. Your Directors also wish to place on record
their appreciation to the employees for their continuing support and
unstinting efforts in ensuring an excellent all round operational
performances at all levels during the year.
By Order of the Board
Srinivasan H.R. D.V. Ravi
Managing Director Director
Place: Chennai
Date: May 20, 2014
Mar 31, 2013
The Directors have pleasure in presenting the TWELFTH Annual Report of
the Company together with the Audited Accounts for the year ended March
31, 2013.
Financial Highlights:
I. Consolidated Financial highlights of the Company and its
Subsidiaries
(Rs. in Million except per share data)
Year ended March 31 2013 2012
Total Income 8,386.16 7,188.09
Total Expenditure 6,705.65 5,585.68
EBITDA 1,680.51 1,602.41
Depreciation & Amortization 463.75 266.72
Profit / (Loss) Before Int & Tax 1,216.76 1,335.69
Finance Cost 143.83 182.82
Provision for Taxation 181.88 211.28
Minority Interest 96.35 85.80
Profit / (Loss) After Tax 794.70 855.79
(after Minority Interest)
Earnings Per Share 6.62 7.13
Equity Shares ( in numbers) 122,400,000 122,400,000
Business Performances
The Consolidated revenue of the Company for the year ended March 31,
2013 stood at Rs. 8,386.16 Mn, as against the previous year''s revenue of
Rs. 7,188.09 Mn. The Consolidated Net Profit for the fiscal year ended
March 31, 2013 stood at Rs. 794.70 Mn as against the previous year''s Net
Profit of Rs. 855.79 Mn.
II Standalone Financial highlights of the Company
(Rs. in Million except per share data)
Year ended March 31 2013 2012
total Income 706.93 766.19
Total Expenditure 237.00 254.40
EBITDA 469.93 511.79
Depreciation & Amortization 45.88 45.34
Profit / (Loss) Before Int & Tax 424.05 466.45
Finance Cost 41.09 79.62
Provision for Taxation 16.52 36.13
Profit / (Loss) After Tax 366.44 350.70
Earnings Per Share 3.05 2.92
Equity Shares ( in numbers) 122,400,000 122,400,000
For the financial year ended March 31, 2013 your Company''s gross income
was Rs. 706.93 Mn. The net profit for the financial year was Rs. 366.44 Mn.
Dividend
Your Directors had declared 1st Interim Dividend of Rs. 0.30/- per share
(30%) at the meeting of the Board of Directors of the Company held on
November 09, 2012 and 2nd Interim Dividend of Rs.0.30/- per share (30%)
at the meeting of the Board of Directors of the Company held on
February 14, 2013. The said Interim Dividends was paid on November 30,
2012 and March 4, 2013 respectively. Your directors are now pleased to
recommend a final dividend of Rs. 0.40/- per share (40%), subject to the
approval of the shareholders at the ensuing
Annual General Meeting. The total dividend including Interim Dividends
for the Financial Year amounts to Rs. 1 /- per share (100 %).
The total cash outflow on account of Equity Dividend (inclusive of
interim dividends already paid), and Dividend Tax amounts to Rs. 139.49
Mn.
The Register of Members and Share Transfer books will remain closed
from August 31, 2013 to September 6, 2013 (both days inclusive). The
Annual General Meeting has been scheduled for September 6, 2013.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on September 07,
2012 (date of last Annual General Meeting) on the website of the
Company (www.takesolutions.com), as also on the Ministry of Corporate
Affairs website.
Abridged Accounts
SEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated
26.4.2007 allowed listed Companies to send Abridged Annual Report to
the shareholders in line with the requirement stipulated under Section
219 (1)(b)(iv) of the Companies Act, 1956. Accordingly, an abridged
Balance Sheet is sent to the shareholders of the Company. Any
shareholder interested in having a copy of the complete and full
Balance Sheet and Statement of Profit and Loss may write to the Company
Secretary at the Registered Office of the Company. The detailed Balance
Sheet and Statement of Profit and Loss will also be available for
inspection at the Registered Office of the Company during working hours
of the Company and also in the website of the Company
(www.takesolutions.com).
Green Initiative In Corporate Governance
The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011
pronounced a Green initiative in Corporate Governance that allows
Companies to send notices / documents to shareholders electronically.
The Green initiative endeavours to reduce consumption of paper, in turn
preventing deforestation and contributes towards a green and clean
environment. In support of the initiative announced by MCA, your
Company had sent documents like Notices convening Annual General
Meeting, Audited Financial Statements, Director''s Report, and Auditors''
Report etc. in electronic form during the last Financial Year. Your
Company would like to continue the green initiative further and request
all the shareholders to opt for electronic documents.
Holding Company
TAKE Solutions Pte Ltd, Singapore, the Holding Company continues to
retain substantial equity in your Company and the present Equity
Holding is 57.89%.
Overseas & Indian Subsidiaries
Subsidiaries
1. TAKE Solutions Global Holdings Pte Ltd, Singapore
2. TAKE Business Cloud Private Limited, India
3. APA Engineering Private Limited, India
Partner in Limited Liability Partnership
1. TAKE Solutions Global LLP, India
Subsidiaries (held indirectly)
1. TAKE Solutions Inc, USA
2. Applied Clinical Intelligence LLC., USA
3. TAKE Enterprises Services Inc., USA
4. TAKE Intellectual Properties Management Inc.,USA
5. TAKE Supply ChainDeMexicoS De RI De CV, Mexico
6. TAKE Solutions Information Systems Pte Ltd., Singapore
7. CMNK Computer Systems Pte Ltd., Singapore
8. TAKE Global Limited, UK
9. WCI Consulting Group Limited, UK
10. WCI Consulting Limited, UK
11. WCI Consulting Limited, USA
12. TOWELL TAKE Investments LLC., Oman
13. TOWELL TAKE Solutions LLC., Oman
14. TAKE Solutions MEA Ltd., UAE
15. Mirnah Technologies Systems Limited, Saudi Arabia
16. RPC Power India Private Limited, India (by virtue of control over
composition of Board of Directors)
17. Million Star Technologies Ltd., Mauritius
18. TAKE 10 Solutions Private Limited
Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordance
with the requirements of Accounting Standard (AS) 21 and as prescribed
by the Central Government under Section 211(3C) of the Companies Act,
1956 and other recognized accounting practices and policies.
Subsidiary accounts
In accordance with the General Circular No.2/2011 dt. 8th February,
2011 issued by the Ministry of Corporate Affairs, Government of India,
the Balance Sheet, Statement of Profit and Loss and other documents of
the Subsidiary Companies are not being attached with the Balance Sheet
of the Company. The consolidated Balance Sheet of the Company shall
include the financial information for each subsidiary. The audited
accounts of the subsidiary companies are also kept for inspection by
any member at the Company''s Registered Office and copies will be made
available on request to the members.
However, as required, the financial data of the subsidiaries have been
furnished under "Details of Subsidiaries" forming part of the Annual
Report.
Corporate Governance
The Company adheres to the code of Corporate Governance as set out by
the Securities and Exchange Board of India (SEBI). In line with that, a
report on Corporate Governance, along with a certificate from the
Statutory Auditors has been included in the Annual Report, detailing
the compliances of corporate governance norms as enumerated in Clause
49 of the Listing Agreement with the stock exchanges.
Secretarial Audit
As a measure of good Corporate Governance practice, the Company
appointed Mr. M. Alagar, Practicing Company Secretary, to conduct
Secretarial Audit. The Secretarial Audit Report for the financial year
ended March 31, 2013 is provided in the Annual Report. The Secretarial
Audit Report confirms that the Company is in compliance with all the
applicable provisions of the Companies Act, 1956, Listing Agreement
with the Stock Exchanges, Depositories Act, 1996, SEBI (Substantial
Acquisition of Shares and Takeovers) Regulation, 2011, SEBI
(Prohibition of Insider Trading)
Regulations, 1992 and all other guidelines and regulations of the
Securities and Exchange Board of India (SEBI).
Management''s Discussion and Analysis Report
Management''s Discussion and Analysis Report for the year under review,
as per the provisions of Clause 49 of the Listing Agreement with the
Stock Exchanges is presented separately, which forms part of the Annual
Report.
Directors
Appointment of Director
During the Financial Year Mr. S. Srinivasan was appointed as Additional
Director of the Company with effect from February 14, 2013. He shall
hold office up to the date of the ensuing Annual General Meeting of the
Company. Taking into consideration his knowledge and experience, the
Board commends his appointment as Director of the Company. The Company
has received a Notice under Section 257 of the Companies Act, 1956 from
a member of the Company proposing Mr. S. Srinivasan to be appointed as
a Director. Members'' approval for his appointment as Director has been
sought in the Notice convening the Annual General Meeting of the
Company.
Directors'' retiring by rotation
Mr. R. Sundara Rajan and Mr. Ram Yeleswarapu, Directors of the Company
are liable to retire by rotation at the ensuing Annual General Meeting
and being eligible, offer themselves for re- appointment.
Managing Director
Mr. S. Sridharan, Managing Director of the Company resigned from the
Board w.e.f. March 31, 2013. The Board places on record its
appreciation for the contributions made by Mr. S. Sridharan for the
success of the Company. In his place, the Board appointed the Vice-
Chairman Mr. Srinivasan H.R as the Managing Director of the Company and
re-designated him as the Vice-Chairman and Managing Director of the
Company.
A brief note on Directors retiring by rotation and eligible for re-
appointment as well as Directors appointed is furnished in the Report
on Corporate Governance.
Fixed Deposits
During the year under review, the Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975.
Auditors
The Auditors of the Company, M/s. Sundar Srini & Sridhar, Chartered
Accountants, hold office till the conclusion of the Twelfth Annual
General Meeting and being eligible offer themselves for reappointment.
Internal Audit
During the Financial Year, your Company had engaged the services of
KPMG India Private Limited, Chennai and M/s G.D. Apte & Co Chartered
Accountants, Pune as Internal Auditors to carry out internal audit on a
regular basis. The reports of the internal auditors along with comments
from the management are placed for review before the Audit Committee.
The Audit Committee also scrutinizes the audit plan and the adequacy of
the internal audits.
Particulars of Employees
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 regarding the name
and other particulars of employees are required to be set out in the
annexure to this report. However, as per the provisions of Section
219(1)(b) of the Act, the Reports and Accounts of the Company sent to
the Shareholders do not contain the said annexure. Any Shareholder
desirous of obtaining a copy of the statement may write to the Company
Secretary at the Registered Office of the Company.
Employee Stock Options Scheme
In accordance with the SEBI (Employees Stock Options Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the
market price of the underlying Equity Shares as of date of the grant
over the exercise price of the option, including upfront payments, if
any, is to be recognized and amortized on a straight line basis over
the vesting period.
During the current Financial Year, stock options under ESOP 2007 have
not been granted. Further, the Company has already recognized
employee''s compensation cost over the vesting period, using intrinsic
value of option for the stock options granted on April 02, 2008 and May
26, 2008. Also, the difference between intrinsic value and fair value
of the options were disclosed in the Director''s Report during the
corresponding period. Hence, disclosure pertaining to the difference
between intrinsic value and fair value of the option is not applicable
for the Financial Year 2012-13.
The details of options granted under ESOP 2007 are as follows:
Conservation of energy, research and development, technology
absorption, foreign exchange earnings and outgo
There are no particulars to be disclosed under Companies (Disclosures
of particulars in the report of Directors), Rules 1988 in regard to
conservation of energy and technology absorption.
An amount of Rs. 113.37 Mn ( Rs. 70.86 Mn) was remitted during the
year in foreign currencies on account of payment of two interim
dividends for the Financial Year 2012-13 and final dividend for the
Financial Year 2011-12.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the
Companies Act, 1956, it is hereby confirmed:
1. That in the preparation of the annual accounts, the relevant
applicable Accounting Standards have been followed and no
material departures have been made from the same.
2. 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 of the Company for that year.
3. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956, for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
4. That the directors have prepared the annual accounts on a
going concern basis.
Acknowledgement
Your Directors take this opportunity to express the gratitude to all
investors, clients, vendors, bankers, Regulatory and Government
authorities, Reserve Bank of India, Stock Exchanges and business
associates for their co-operation, encouragement and continued
support extended to the Company. Your Directors also wish to place
on record their appreciation to the employees for their continuing
support and unstinting efforts in ensuring an excellent all round
operational performance at all levels.
By Order of the Board
Srinivasan H.R. D.V. Ravi
Managing Director Director
Place: Chennai
Date: May 24, 2013
Mar 31, 2012
The Directors have pleasure in presenting the ELEVENTH Annual Report
of the Company together with the Audited Accounts for the year ended
31st March 2012.
Financial Highlights:
I. Consolidated Financial highlights of the Company and its
Subsidiaries
(Rs. in Millions except per share data)
Year ended March 31 2012 2011
Total Income 7188.09 5063.05
Total Expenditure 5585.68 3969.39
EBITDA 1602.41 1093.66
Depreciation
& Amortization 266.72 21 5.77
Profit / (Loss)
Before Int & Tax 1335.69 877.89
Finance Cost 182.82 77.42
Provision for Taxation 211.28 64.96
Minority Interest 85.80 35.57
Profit / (Loss) After Tax
(after Minority Interest) 855.79 699.94
Earnings Per Share 7.13 5.83
Equity Shares ( in numbers) 122,400,000 122,400,000
On a Consolidated basis, your Company achieved a Revenue of Rs. 7188.09
Million for the Financial Year ended March 31, 2012 compared to Rs
5,063.05 Million during the previous Financial Year. This resulted in
an increase in Net Profit by 22% to Rs. 855.79 .Million.
II. Standalone Financial highlights of the Company:
(Rs. in Millions except per share data)
Year ended March 31 2012 2011
Total Income 766.19 639.02
Total Expenditure 254.40 271.80
EBITDA 511.79 367.22
Depreciation & Amortization 45.34 56.32
Profit / (Loss) Before Int & Tax 466.45 310.90
Finance Cost 79.62 42.84
Provision for Taxation 36.13 34.36
Profit / (Loss) After Tax 350.70 233.70
Earnings Per Share 2.92 1.95
Equity Shares ( in numbers) 122,400,000 122,400,000
For the financial year ended March 31, 2012, your Company achieved a
gross income of Rs. 766.19 Million. The Company recorded a net profit of
Rs. 350.70 Million for the financial year.
Dividend
Your Directors have pleasure in recommending a dividend of 100% (Rs. 1/-
per Equity share of Rs. 1 each) for the year ended 31st March 2012,
subject to the approval of the shareholders at the ensuing Annual
General Meeting.
The total cash outflow on account of equity dividend payout, including
dividend distribution tax, will be Rs.139.49 Million (FY2011 Rs. 139.96
Million) including payment to ESOP Trust.
The register of members and share transfer books will remain closed
from Sep 1, 2012 to Sep 7, 2012, both days inclusive. The Annual
General Meeting has been scheduled for September 7, 2012.
Abridged Accounts
SEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated
26.4.2007 permitted listed Companies to send an Abridged Financial
Statement to the shareholders in line with the requirement stipulated
under Section 219 (1)(b)(iv) of the Companies Act, 1956. Accordingly,
an abridged Standalone Financial Statement is sent to the shareholders
of the Company. Any shareholder interested in having a copy of the
complete and full Financial Statements, may write to the Company
Secretary at the Registered Office of the Company. The detailed
Balance Sheet and Profit & Loss Account will be available for
inspection at the Registered Office of the Company during working hours
of the Company and is also posted in the Company's website
(www.takesolutions.com).
Green Initiative In Corporate Governance
The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011
pronounced a Green initiative in Corporate Governance that allows
Companies to send notices/documents to shareholders electronically. The
Green initiative endeavors to reduce consumption of paper, in turn
preventing deforestation and contributes towards a green and clean
environment. In support of the initiative announced by MCA, your
Company had sent documents such as Notice convening Annual General
Meeting, Audited Financial Statement, Directors' Report, Auditors'
Report, etc. in electronic form during the last Financial Year. Your
Company would like to continue the green initiative for this year also
and request all the shareholders to opt for electronic documents.
Holding Company
TAKE Solutions Pte Ltd, Singapore, the Holding Company continues to
retain substantial equity in your Company and the present Equity
Holding is at 57.89%.
Subsidiary Companies
During the year, the Group underwent an internal restructuring bringing
all its International Subsidiaries under TAKE Solutions Globa Holdings
Pte Ltd Singapore, the Company's Wholly Owned Subsidiary. Towards this,
the Company has divested its entire holdings of 507,909 equity shares
of RO 1 each of TOWELL TAKE Investments LLC, Muscat and 11,400,000
equity shares of USD 1/- each of TAKE Solutions Inc. USA to TAKE
Solutions Global Holdings Pte Ltd Singapore. Further, TAKE Business
Cloud Private Limited, a Wholly Owned Subsidiary of the Company also
divested its entire holding of 13,1 5,730 equity shares of SGD 1 each
in TAKE Solutions Information Systems Pte Ltd, Singapore and 21,000,000
equity shares of USD 1 each in TAKE Solutions Inc., USA to TAKE
Solutions Global Holdings Pte Ltd Singapore. This restructuring will
have no impact on the Standalone and Consolidated Financial Statements
of the Company, since the transfer is made within the Group.
Overseas & Indian Subsidiaries:-
Subsidiaries
TAKE Solutions Global Holdings Pte Ltd, Singapore TAKE Solutions Global
LLP, India TAKE Business Cloud Private Limited, India APA Engineering
Private Limited, India
Step Down Subsidiaries
TAKE Solutions Inc, USA
Applied Clinical Intelligence LLC., USA
TAKE Enterprises Services Inc., U.S.A.
TAKE Intellectual Properties Management Inc., U.S.A.
TAKE Supply ChainDeMexicoS De RI De CV, Mexico
TAKE Solutions Information Systems Pte Ltd., Singapore
CMNK Computer Systems Pte Ltd., Singapore
TAKE Global Limited, UK
WCI Consulting Group Limited, UK
WCI Consulting Limited, UK
WCI Consulting Limited, USA
Towell TAKE Investments LLC, Oman.
Towell TAKE Solutions LLC., Oman
TAKE Solutions MEA Ltd., UAE
Mirnah Technologies Systems Limited, Saudi Arabia
RPC Power India Private Limited, India (by virtue of control over
composition of Board of Directors)
Million Star Technologies Ltd, Mauritius TAKE 10 Solutions Private
Limited, India
Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordance
with the applicable Accounting Standards issued by the Institute of
Chartered Accountants of India. These together with the Auditors'
Report thereon form part of the Annual Report.
Subsidiary Accounts
In accordance with the General Circular No.2/2011 dt. 8th February,
2011 issued by the Ministry of Corporate Affairs, Government of India,
the Balance Sheet, Profit & Loss Account and other documents of the
Subsidiary Companies are not being attached with the Balance Sheet of
the Company. The consolidated Balance Sheet of the Company shall
include the financial information for each Subsidiary. The audited
accounts of the Subsidiary companies are also kept for inspection by
any member at the Company's Registered Office and copies will be made
available on request to the members.
Corporate Governance
The Company adheres to the code of Corporate Governance as set out by
the Securities and Exchange Board of India (SEBI). In line with this, a
report on Corporate Governance, along with a certificate from the
Statutory Auditors has been included in the Annual Report, detailing
the compliances of Corporate Governance norms as enumerated in Clause
49 of the Listing Agreement with the stock exchanges.
Secretarial Audit
As a measure of good corporate governance practice, the Company
appointed Mr.M.Alagar, Practicing Company Secretary, to conduct
Secretarial Audit. The Secretarial Audit Report for the financial year
ended March 31, 2012, is provided in the Annual Report. The secretarial
audit report confirms that the Company is in compliance with all the
applicable provisions of the Companies Act, 1956, Listing Agreements
with the stock exchanges, Depositories Act,1996 and all the guidelines
and regulations of the Securities and Exchange Board of India(SEBI).
Management's Discussion And Analysis Report
Management's Discussion and Analysis Report for the year under review,
as per the provisions of Clause 49 of the Listing Agreement with the
Stock Exchanges is presented separately, which forms part of the Annual
Report.
Directors
Appointment of Director
During the Financial Year Mr. N. S. Nandakishore was appointed as an
Additional Director of the Company with effect from February 3, 2012.
He shall hold office up to the date of the ensuing Annual General
Meeting of the Company. Taking into consideration his knowledge and
experience, the Board commends his appointment as Director of the
Company. Members' approval for his appointment as Director has been
sought in the Notice convening the Annual General Meeting of the
Company.
Directors retiring by rotation
Mr. D.A. Prasanna, Mr. N. Rangachary and Mr. S. Krishnamurthy,
Directors of the Company are liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
re- appointment.
Resignation of Director
Mr. Bala Latupalli, Director of the Company resigned from the Board
with effect from 3rd February, 2012. The Board places on record its
appreciation for the contribution made by Mr. Bala Latupalli for the
success of the Company.
Fixed Deposits
The Company has not accepted any deposit under Section 58A of the
Companies Act, 1956, read with Companies (Acceptance of Deposits)
Rules, 1975.
Auditors
The Auditors of the Company, M/s. Sundar, Srini & Sridhar, Chartered
Accountants hold office till the conclusion of the Eleventh Annua
General Meeting and being eligible offer themselves for reappointment.
Internal Audit
During the Financial Year, your Company had engaged the services of
KPMG India Private Limited, Chennai and M/s G.D. Apte, Chartered
Accountants, Mumbai as Internal Auditors to carry out internal audit on
a regular basis. The reports of the Internal Auditors along with
comments from the Management are placed for review before the Audit
Committee. The Audit Committee also scrutinizes the audit plan and the
adequacy of the internal audits.
Particulars of Employees
Information as per Section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, regarding the
names and other particulars of employees are required to be set out in
the annexure to this report. However, as per the provisions of Section
219(1)(b) of the Act, the Report and Accounts of the Company sent to
the shareholders do not contain the said annexure. Any shareholder
desirous of obtaining a copy of the statement may write to the Company
Secretary at the Registered Office of the Company.
Employee Stock Options Scheme
In accordance with the SEBI (Employees Stock Options Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the
market price of the underlying equity shares as of date of the grant
over the exercise price of the option, including upfront payments, if
any, is to be recognized and amortized on a straight line basis over
the vesting period.
Your Company has adopted intrinsic method of accounting to compute
employees' compensation cost. According to intrinsic method of
accounting, the employees compensation cost is Rs. 614,230/-. If the
compensation cost was computed using the fair value method of
accounting, the compensation cost would have been at Rs. 40,34,610/- for
the financial year 2011-12 and our profit would hence be reduced by Rs.
3,420,380/- The impact on EPS for financial year 2011-12 would be 0.02
and for diluted EPS by 0.02.
The details of options granted under ESOP 2007 are as follows:
Sl.
No ESOS 2007 Tranche 1 Tranche 2
01 Grant Date 02/04/2008 26/05/2008
02 Options granted and outstanding
at the beginning of the year 208,750 312,500
03 Grant Price - Rs. 73 per share/ 73 per share/
option option
04 Options Exercised - -
05 Money realized on exercise
of option - -
06 Total number of shares arising
as a result of exercise of options - -
07 Options Lapsed / Surrendered - 220,000
08 Options granted and outstanding
at the end of the year of which
- Option vested 208,750 92,500
- Option yet to vest - -
09 Variation of terms of options - -
10 Grant to Senior Management - -
11 Employees receiving 5% of the
total number of options granted
during the year - -
12 Employees granted options equal
to or exceeding 1% of the issued
capital - -
13 Employees Compensation Cost
using Intrinsic Method of Accounting 614,230
14 Employees Compensation Cost using
Fair Value method of accounting
4,034,610
Methods and significant assumptions used to estimate fair value of
options:
ESOS 2007
Particulars Tranche 1 Tranche 2
Exercise/Issue Price at
the time of grant (in Rs.)* 730 730
Market Price at the time of
grant (In Rs.) 820.05 692.9
Expected Life 1 to 3 1 to 3
Risk F ree Rate 5.19% 5.19%
Expected Volatility 15.50% 16.93%
Expected Dividend Yield 0.24% 0.29%
* The face value of the Equity Shares at the time of grant was Rs.10 per
share. Subsequently it was sub divided from Rs.10 to Rs. 1 per Share.
Conservation Of Energy, Research And Development, Technology
Absorption, Foreign Exchange Earnings And Outgo
There are no particulars to be disclosed under Companies (Disclosures
of particulars in the report of Directors) Rules 1988 in regard to
conservation of energy, technology absorption.
Foreign Exchange Earnings And Outgo
Total Foreign Exchange earned and used on cash basis Forex Earned:
Rs. 114.69 Mn (11-12) & Rs. 69.56 Mn (10-11)
Forex Used:
Rs. 42.67 Mn (11-12) & Rs. 24.97 Mn (10-11)
An amount of Rs. 70.86 Mn (Rs. 13.98 Mn) was remitted during the year in
foreign currencies on account of payment of final dividend for the year
2010-11
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, it is hereby confirmed:
1 That in the preparation of the annual accounts, the relevant
applicable Accounting Standards have been followed and no material
departures have been made from the same.
2. 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 of the Company for that year.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. That the Directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT
We thank our clients, shareholders, investors, vendors and bankers for
their continuous support to the Company during the year Your Directors
express their gratitude for the support extended by the various
department of the Government of India, particularly the Software
Technology Parks of India, the Tax authorities, the Reserve Bank of
India, Ministry of Corporate Affairs, Securities and Exchange Board of
India, Stock Exchanges and others and look forward to their support in
all future endeavors.
Your Directors appreciate and value the contributions made by TAKE sters
for the growth of the Company
By Order of the Board
Place : Chennai S. Sridharan D.V. Ravi
Date : May 26, 2012 Managing Director Director
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the TENTH Annual Report of
the Company together with the Audited Accounts for the year ended 31st
March 2011.
FINANCIAL HIGHLIGHTS:
I. Consolidated Financial highlights of the Company and its
Subsidiaries
(Rs in Million except per share data)
Year ended March 31 2011 2010
Total Income 5060.58 3664.11
Total Expenditure 3969.89 2996.69
EBITDA 1090.69 667.42
Depreciation & Amortization 215.26 223.09
Profit / (Loss) Before Int & Tax 875.43 444.32
Interest & Finance Charges 74.95 39.00
Provision for Taxation 64.95 42.46
Minority Interest (MI) 35.57 38.60
Profit / (Loss) After Ta x (after MI) 699.95 324.26
Earnings Per Share 5.83 2.70 Equity
Shares (in numbers) 122,400,000 122,400,000
TAKE Solutions reported consolidated total revenue of INR 5,061 million
for the fiscal ended March 31, 2011, up 38.1% compared to the year
ended March 31, 2010. Earnings before Interest, Tax, Depreciation and
Amortization (EBITDA) for the year increased 63.5% to INR 1,091 million
and net profit increased 115.9% y o y to INR 700 million. Earnings per
Share (EPS) for FY11 stood at INR 5.83.
II. Standalone Financial highlights of the Company:
(Rs in Million except per share data)
Year ended March 31 2011 2010
Total Income 636.63 555.70
Total Expenditure 272.39 310.58
EBITDA 364.24 245.11
Depreciation & Amortization 55.82 61.28
Profit / (Loss) Before Int & Tax 308.42 183.82
Interest & Finance Charges 40.37 35.52
Provision for Taxation 34.35 33.50
Profit / (Loss) After Tax 233.70 114.80
Earnings Per Share 1.95 0.95
Equity Shares ( in numbers) 122,400,000 122,400,000
For the financial year ended March 31, 2011, your Company reported a
gross income of Rs. 636.63 Million. The Company recorded a net profit
of Rs. 233.70 Million for this financial year.
DIVIDEND
Your Directors have pleasure in recommending a dividend of 100% (Re.1/
per Equity share of Re.1 each) for the year ended 31st March 2011,
subject to the approval of the shareholders at the ensuing Annual
General Meeting.
The total cash outflow on account of equity dividend payments,
including dividend distribution tax, will be Rs.140.33 Million (FY2010
Rs. 28.93 Million) including payments to ESOP Trust.
The register of members and share transfer books will remain closed
from August 20, 2011 to August 26, 2011, both days inclusive. The
Annual General Meeting has been scheduled for August 26, 2011.
ABRIDGED ACCOUNTS
SEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated
26.4.2007 permitted listed Companies to send Abridged Annual Report to
the shareholders in line with the requirement stipulated under Section
219 (1)(b)(iv) of the Companies Act, 1956. Accordingly, an abridged
Balance Sheet is sent to the shareholders of the Company. Any
shareholder interested in having a copy of the complete and full
Balance Sheet and Profit & Loss Account, may write to the Company
Secretary at the Registered Office of the Company. The detailed Balance
Sheet and Profit & Loss Account will also be available for inspection
at the Registered Office of the Company during working hours of the
Company and shall also be published in the website of the Company,
www.takesolutions.com.
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011
pronounced a Green initiative in Corporate Governance that allows
Companies to send notices/documents to shareholders electronically. The
Green initiative endeavours to reduce consumption of paper, in turn
preventing deforestation and contributes towards a green and clean
environment a cause that we at TAKE are committed to. In support of the
initiative announced by MCA your Company proposes to send documents
like Notices convening Annual General Meeting, Audited Financial
Statements, Director's Report, and Auditors' Report etc. in electronic
form.
HOLDING COMPANY
TAKE Solutions Pte. Ltd, Singapore, the Holding Company continues to
retain substantial equity in your Company and the Present Equity
Holding is at 57.89%.
SUBSIDIARY COMPANIES
In order to create a sustainable base in the other geographies, the
Company has set up wholly owned subsidiaries in the United Kingdom and
Singapore. Subsequently, the Company acquired WCI Consulting Group
Limited, UK through its wholly owned step down subsidiary viz., TAKE
Global Ltd., UK. The Company also acquired CMNK Computer Systems Pte
Ltd., Singapore.
During the Financial Year, the Company has divested its 100% holdings
in two of its step subsidiaries namely CMNK Services Private Limited,
India and TAKE Solutions GmbH, Switzerland.
Clear Orbit Inc., a step down subsidiary of the Company merged with
TAKE Solutions Inc., USA.
OVERSEAS & INDIAN SUBSIDIARIES:-
Subsidiaries
TAKE Solutions Global LLP, India
TAKE Solutions Inc, USA
TAKE Solutions Global Holdings Pte Ltd, Singapore
CMNK Consultancy & Services Private Ltd, India
TOWELL TAKE Investments LLC, Muscat
APA Engineering Private Limited, India
Step Down Subsidiaries
Applied Clinical Intelligence LLC, USA
TAKE Enterprise Services Inc., U.S.A.
TAKE Intellectual Properties Management Inc., U.S.A.
TAKE Solutions Information Systems Pte Ltd., Singapore
CMNK Computer Systems Pte Ltd., Singaproe
TAKE Global Limited, UK
WCI Consulting Group Limited, UK
WCI Consulting Limited, UK
WCI Consulting Limited, USA
TOWELL TAKE Solutions LLC, Oman
TAKE Solutions MEA Ltd., UAE
Mirnah Technologies Systems Limited, Saudi Arabia
RPC Power India Private Limited, India (by virtue of control over
composition of Board of Directors)
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance
with the applicable Accounting Standards issued by the Institute of
Chartered Accountants of India, which together with the Auditors'
Report thereon forms part of the Annual Report.
SUBSIDIARY ACCOUNTS
In accordance with the General Circular No.2/2011 dt. 8th February,
2011 issued by the Ministry of Corporate Affairs, Government of India,
the Balance Sheet, Profit & Loss Account and other documents of the
Subsidiary Companies are not being attached with the Balance Sheet of
the Company. The Consolidated Balance Sheet of the Company shall
include the financial information for each subsidiary. The audited
accounts of the subsidiary companies are also kept for inspection by
any member at the Company's Registered Office and copies will be made
available on request to the members. The Company will furnish a hard
copy of details of accounts of subsidiaries to any shareholder on
demand.
CORPORATE GOVERNANCE
The Company adheres to the code of Corporate Governance as set out by
the Securities and Exchange Board of India (SEBI) and accordingly have
implemented all the major stipulations prescribed. In line with that, a
report on Corporate Governance, along with a certificate from the
Statutory Auditors has been included in the Annual Report, detailing
the compliances of corporate governance norms as enumerated in Clause
49 of the Listing Agreement with the stock exchanges.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as per the provisions of Clause 49 of the Listing Agreement with the
Stock Exchanges is presented separately, which forms part of the Annual
Report.
DIRECTORS
Directors' retiring by rotation
Mr. Srinivasan H. R. and Mr. D. V. Ravi, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re appointment.
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975.
AUDITORS
The Auditors of the Company, M/s. Sundar, Srini & Sridhar, Chartered
Accountants, hold office till the conclusion of the Tenth Annual
General Meeting and being eligible offer themselves for reappointment.
INTERNAL AUDIT
During the Financial Year, your Company had engaged the services of
KPMG India and M/s G.D. Apte, Chartered Accountants, Mumbai as Internal
Auditors to carry out internal audit on a regular basis. The reports of
the internal audit along with comments from the management are placed
for review before the Audit Committee. The Audit Committee also
scrutinizes all the programmes and the adequacy of the internal audits.
PARTICULARS OF EMPLOYEES
In terms of provisions of Section 217(2) A of the Companies Act, 1956
read with Companies (Particulars of Employees) Rule 1975, there are no
employees drawing salary of more than Rs.500,000 per month.
EMPLOYEE STOCK OPTIONS SCHEME
In accordance with the SEBI (Employees Stock Options Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the
market price of the underlying equity shares as of date of the grant
over the exercise price of the option, including up front payments, if
any, is to be recognized and amortized on a straight line basis over
the vesting period. Your Company has adopted intrinsic method of
accounting to compute employees' compensation cost. According to
intrinsic method of accounting, the employees compensation cost is
Rs.215,813/ . If the compensation cost was computed using the fair
value method of accounting, the compensation cost would have been
at Rs. 1,217,558 for the financial year 2010 11 and our profit would
hence be reduced by Rs. 1,001,745/ . The impact on EPS for financial
year 2010 11 would be 0.01 and for diluted EPS by 0.04.
The details of options granted under ESOP 2007 are as follows:
Sl. ESOS2007 Tranche 1 Tranche 2
NO
01 Grant Date 02/04/2008 26/05/2008
02 Options granted and outstanding at
the beginning of the year 274,000 710,000
03 Grant Price Rs. 73 per share 73 per share
/ option / option
04 Options vested during the
Financial Year Nil Nil
05 Options Exercised Nil Nil
06 Money realized on exercise of Nil Nil
option
07 Total number of shares arising as
a result of exercise of options Nil Nil
08 Options Lapsed / Surrendered 65,250 397,500
09 Options granted and outstanding
at the end of the year of which
Option vested 125,250 187,500
Option yet to vest 83,500 1,25,000
10 Variation of terms of options Nil Nil
11 Grant to Senior Management Nil Nil
12 Employees receiving 5% of the
total number of options granted
during the year Nil Nil
13 Employees granted options equal to
exceeding 1% of the issued capital Nil Nil
14 Employees Compensation Cost using
Intrinsic Method of Accounting Rs.215,813 Nil
15 Employees Compensation Cost using
Fair Value method of accounting Rs.1,217,558 Nil
Methods and significant assumptions used to estimate fair value of
options:
ESOS 2007
Particulars Tranche 1 Tranche 2
Exercise/Issue Price at the time of
grant (in Rs) 730 730
Market Price at the time of grant
(In Rs) 820.05 692.9
Expected Life 1 to 3 1 to 3
Risk Free Rate 5.19% 5.19%
Expected Volatility 15.50% 16.93%
Expected Dividend Yield 0.24% 0.29%
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
There are no particulars to be disclosed under Companies (Disclosures
of particulars in the report of Directors) Rules 1988 in regard to
conservation of energy, technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign Exchange earned and used on cash basis
Forex Earned:
INR 69.56 Million (10 11) & INR 203.79 Million (09 10)
Forex Used:
INR 7.37 Million (10 11) & INR 6.98 Million (09 10)
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, it is hereby confirmed:
1. That in the preparation of the annual accounts, the relevant
applicable Accounting Standards have been followed and no material
departures have been made from the same.
2. 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 of the Company for that year.
3. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. That the directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT
The Board of Directors thanks the clients, shareholders, investors,
vendors and bankers for their unstinted support to the Company during
the year. Your directors would like to thank for the support extended
by the various departments of the Government of India, particularly the
Software Technology Parks of India, the Tax authorities, the Reserve
Bank of India, Ministry of Corporate Affairs, Securities and Exchange
Board of India, Stock Exchanges and others and look forward to their
support in all future endeavors.
Your directors appreciate and value the contributions made by TAKEsters
at all levels for the growth of the Company.
By Order of the Board
D.V. Ravi
Director
S. Sridharan
Managing Director
Place : Chennai
Date : May 27, 2011
Mar 31, 2010
The Directors have pleasure in presenting the NINTH Annual Report of
the Company together with the Audited Accounts for the year ended 31st
March 2010.
FINANCIAL HIGHLIGHTS:
I. Consolidated Financial highlights of the Company and its
Subsidiaries
(Rs in Million except per share data)
Year ended March 31 2010 2009
Total Income 3664.11 3433.00
Total Expenditure 2996.69 2650.73
EBITDA 667.42 782.27
Depreciation & Amortization 223.09 169.48
Profit / (Loss) Before Int & Tax 444.32 612.79
Interest & Finance Charges 39.00 17.80
Provision for Taxation 42.46 55.00
Profit / (Loss) After Tax 324.26 528.49
Earnings Per Share 2.77 4.44
Equity Shares ( in numbers) 122,400,000 122,400,000
During the year, the economy of the country continued to witness the
after effects of the global meltdown. However, your Company has once
again given satisfactory performance in terms of turnover under the
current environment. The Company reported consolidated revenue of INR
3,664 Mn (USD 76.7 Mn), during the financial year, up 7.7% compared to
the year ended March 31, 2009 on account of higher volume growth.
However, profit reduced in 2009-10 due to pricing pressure in the
Supply Chain Management segment and higher SG&A expenses. During the
financial year, Earnings Before Interest Tax Depreciation and
Amortization reduced 14.7% to INR 667 Mn (USD 14.0 Mn) and net profit
reduced 38.7% to INR 324 Mn (USD 6.8 Mn).
II. Standalone Financial highlights of the Company:
(Rs in Million except per share data)
Year ended March 31 2010 2009
Total Income 555.70 602.06
Total Expenditure 310.58 366.41
EBITDA 245.11 235.65
Depreciation & Amortization 61.28 68.11
Profit / (Loss) Before Int & Tax 183.82 167.54
Interest & Finance Charges 35.52 14.00
Provision for Taxation 33.50 26.13
Profit / (Loss) After Tax 114.80 127.39
Earnings Per Share 0.95 1.06
Equity Shares ( in numbers) 122,400,000 122,400,000
For the financial year ended March 31, 2010, your Company reported a
gross income of Rs. 555.70 Million. The Company recorded a net profit
of Rs. 114.80 Million for this financial year.
Awarded BSNLS WIMAX license
Your Company had bid for BSNLs WiMax business on a revenue share
franchisee basis. We were issued the Letter of Intent to roll out
offerings in the awarded three regions i.e., Tamil Nadu (category A),
Uttar Pradesh (West) (category B) and Orissa (category C) since TAKE
emerged the successful bidder in these regions. Through this, the
Company has created an asset for its shareholders.
DIVIDEND
Preference Dividend
The Board of Directors has declared on July 31, 2009 an interim
dividend of 5% p.a. on pro-rata basis, amounting to Rs 90,596/- on 5%
Non-Cumulative redeemable Non-Convertible Preference Shares. The Board
recommended that this interim dividend be treated as final dividend for
the year 2009-10. During the year, the said shares were fully redeemed
on maturity.
Equity Dividend
Your Directors have pleasure in recommending a dividend of 20% (Re.0.20
per Equity share of Re.1 each) for the year ended 31st March 2010,
subject to the approval of the shareholders at the ensuing Annual
General Meeting.
The total cash outflow on account of equity dividend payments,
including dividend distribution tax, will be Rs.28.93 Million (FY2009
Rs. 28.93 Million) including payments to ESOP Trust.
The register of members and share transfer books will remain closed
from August 27, 2010 to September 02, 2010, both days inclusive. The
Annual General Meeting has been scheduled for September 02, 2010.
ABRIDGED ACCOUNTS
SEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/ 26/4 dated
26.4.2007 permitted listed Companies to send Abridged Annual Report to
the shareholders in line with the requirement stipulated under Section
219 (1)(b)(iv) of the Companies Act, 1956. Accordingly, an abridged
Balance Sheet is sent to the shareholders of the Company. Any
shareholder interested in having a copy of the complete and full
Balance Sheet and Profit & Loss Account, may write to the Company
Secretary at the Registered Office of the Company. The detailed Balance
Sheet and Profit & Loss Account will also be available for inspection
at the Registered Office of the Company during working hours of the
Company.
BRANCH OFFICE
During the Financial Year, the Company wound up its branch operations
in USA.
HOLDING COMPANY
TAKE Solutions Pte Ltd, Singapore, the Holding Company continues to
retain substantial equity in your Company and the Present Equity
Holding is at 57.89%.
SUBSIDIARY COMPANIES
During the year, the Company had incorporated an entity in the form of
Limited Liability Partnership viz., TAKE Solutions Global LLP and
invested an amount of Rs.99,000/- for a 99% share.
During the year, your Company disinvested the equity holding of 51% in
TAKE United Sdn.bhd., Malaysia amounting to INR 28,875,084.
OVERSEAS & INDIAN SUBSIDIARIES:- Subsidiaries
TAKE Solutions Inc, USA
APA Engineering Private Limited (Formerly known
as Autopartsasia Private Ltd), India
TOWELL - TAKE Investments LLC, Muscat
CMNK Consultancy & Services
Private Ltd, India TAKE Solutions Global LLP, India
Step Down Subsidiaries
Applied Clinical Intelligence LLC, USA
Clear Orbit Inc, USA TAKE
Enterprises Solutions Inc. U.S.A.
TAKE Intellectual Properties Inc.
U.S.A. TAKE Solutions GmbH, Switzerland
TAKE Solutions MEA Ltd, UAE
TOWELL TAKE Solutions LLC. Oman
CMNK Services Private Limited, India
SUBSIDIARY ACCOUNTS
In terms of the approval granted under Section 212 (8) of the Companies
Act, 1956 by the Ministry of Corporate Affairs, Government of India
vide their letter no. 47/40/ 2010-CL-III dated 5th February 2010, the
Company has been exempted from complying with the provisions contained
in sub-section (1) of Section 212 of the Companies Act, 1956. As per
the terms of the exemption letter, a statement containing brief
financial details of the Companys subsidiaries for the year ended
March 31, 2010 is included in the Annual Report.
The audited accounts of the subsidiary companies are also kept for
inspection by any member at the Companys Registered Office and copies
will be made available on request to the members.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance
with the applicable Accounting Standards issued by the Institute of
Chartered Accountants of India, which together with the AuditorsÃ
Report thereon forms part of the Annual Report.
CORPORATE GOVERNANCE
Your Company is continuously committed to maintain the highest
standards of Corporate Governance. The Company follows the code of
Corporate Governance as set out by the Securities and Exchange Board of
India (SEBI) and accordingly have implemented all the major
stipulations prescribed. In line with that, a report on Corporate
Governance, along with a certificate from the Statutory Auditors has
been included in the Annual Report, detailing the compliances of
Corporate Governance norms as enumerated in Clause 49 of the Listing
Agreement with the Stock Exchanges.
MANAGEMENTÃS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review,
as per the provisions of Clause 49 of the Listing Agreement with the
Stock Exchanges is presented separately, which forms part of the Annual
Report.
DIRECTORS
Appointment of Director
Mr. Bala Latupalli was appointed as an Additional Director of the
Company with effect from Jan 30, 2010. He holds office up to the date
of the forthcoming Annual General Meeting of the Company. Taking into
consideration his knowledge and experience, the Board recommends his
appointment as Director of the Company. Members approval for
appointment of Mr. Bala Latupalli as Director has been sought in the
Notice convening the Annual General Meeting of the Company.
Directors retiring by rotation
Mr. N. Kumar and Professor G. Raghuram, Directors of the Company retire
by rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.
Resignation of Director
Mr. R. Seshadri, Executive Director of the Company resigned from the
Board w.e.f Jan 30, 2010. The Board places on record its appreciation
for the valuable contributions made by Mr. Seshadri in guiding the
growth and success of the Company.
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975.
AUDITORS
The Auditors of the Company, M/s. Sundar, Srini & Sridhar, Chartered
Accountants, hold office till the conclusion of the Ninth Annual
General Meeting and being eligible offer themselves for reappointment.
INTERNAL AUDIT
During the Financial Year, your Company had engaged the services of
KPMG India and M/s G.D. Apte, Chartered Accountants, Mumbai as Internal
Auditors to carry out internal audit on a regular basis. The reports of
the internal audit along with comments from the management are placed
for review before the Audit Committee. The Audit Committee also
scrutinizes all the programmes and the adequacy of the internal audits.
PARTICULARS OF EMPLOYEES
Information as per Section 217 (2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, regarding
the names and other particulars of employees are required to be set out
in the annexure to this report. However, as per the provisions of
Section 219(1)(b) of the Act, the Report and Accounts of the Company
sent to the shareholders do not contain the said annexure. Any
shareholder desirous of obtaining a copy of the statement may write to
the Company Secretary at the Registered Office of the Company.
EMPLOYEE STOCK OPTIONS SCHEME
In accordance with the SEBI (Employees Stock Options Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the
market price of the underlying equity shares as of date of the grant
over the exercise price of the option, including up front payments, if
any, is to be recognized and amortized on a straight line basis over
the vesting period.
Your Company has adopted intrinsic method of accounting to compute
employees compensation cost. According to intrinsic method of
accounting, the employees compensation cost is Rs.256,518/- If the
compensation cost was computed using the fair value method of
accounting, the compensation cost would have been at Rs. 4,969,812 for
the financial year 2009-10 and our profit would hence be reduced by
Rs.4,713,294. The impact on EPS for financial year 2009-10 would be
0.04 and for diluted EPS by 0.05.
The details of options granted under ESOS 2007 are as follows:
Sl.
No ESOS 2007 Tranche 1 Tranche 2
01 Grant Date 02/04/2008 26/05/2008
02 Options granted and outstanding at
the beginning of the year 362,500* 777,500*
03 The Pricing Formula Rs.73/-* per Rs.73/-* per
share / option share / option
04 Options Vested during the financial
year Nil Nil
05 Options Exercised Nil Nil
06 Money realized on exercise of option Nil Nil
07 Total number of shares arising as a
result of exercise of options Nil Nil
08 Options Lapsed / Surrendered 191,800 497,000
09 Total number of options in force at
the end of the year 82,200 213,000
10 Variation of terms of options Nil Nil
11 Grant to Senior Management Nil Nil
12 Employees receiving 5% + of the
total number of options
granted during the year Nil Nil
13 Employees granted options equal
to or exceeding 1% of the issued
capital Nil Nil
14 Employees Compensation Cost using
Intrinsic Method of Accounting Rs.256,518/- Nil
15 Employees Compensation Cost using
Fair value method of accounting Rs.4,969,812/- Nil
*The number of options and the issue price has been adjusted pursuant
to the sub-division of the Equity Shares from Rs.10/- to Re.1/- per
share.
Methods and significant assumptions used to estimate fair value of
options:
ESOS 2007
Particulars Tranche 1 Tranche 2
Exercise/Issue Price at the time of
grant (in Rs) 730 730
Market Price at the time of grant
(In Rs) 820.05 692.9
Expected Life 1 to 3 1 to 3
Risk Free Rate 5.19% 5.19%
Expected Volatility 15.50% 16.93%
Expected Dividend Yield 0.24% 0.29%
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
There are no particulars to be disclosed under Companies (Disclosures
of particulars in the report of Directors) Rules 1988 in regard to
conservation of energy, technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign Exchange earned and used on cash basis
Forex Earned:
INR 203.79.Million (09-10) INR 246.27 Million (08-09)
Forex Used:
INR 69.83 Million (09-10) INR 77.47 Million (08-09)
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, it is hereby confirmed:
1. That in the preparation of the annual accounts, the relevant
applicable Accounting Standards have been followed and no material
departures have been made from the same.
2. 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 of the Company for that year.
3. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. That the directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT
The Board of Directors thanks the clients, shareholders, investors,
vendors and bankers for their continuous support to the Company during
the year. Your directors would like to acknowledge with thanks the
support extended by the various departments of the Government of India,
particularly the Software Technology Parks of India, the Tax
authorities, the Reserve Bank of India, Ministry of Corporate Affairs,
Securities and Exchange Board of India, Stock Exchanges and others and
look forward to their support in all future endeavors.
Your directors appreciate and value the contributions made by TAKEsters
at all levels for the growth of the Company.
By Order of the Board
S. Sridharan D.V. Ravi
Managing Director Director
Place : Chennai
Date : May 21, 2010
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- 36 to 45
- 45 to 55
- 55+