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Take Solutions Ltd.

BSE: 532890 Sector: IT
NSE: TAKE ISIN Code: INE142I01023
BSE LIVE 15:40 | 13 Dec 158.35 2.50
(1.60%)
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NSE 15:54 | 13 Dec 158.85 2.90
(1.86%)
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HIGH

160.40

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OPEN 156.25
PREVIOUS CLOSE 155.85
VOLUME 16354
52-Week high 183.90
52-Week low 118.20
P/E 98.97
Mkt Cap.(Rs cr) 2,109
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 156.25
CLOSE 155.85
VOLUME 16354
52-Week high 183.90
52-Week low 118.20
P/E 98.97
Mkt Cap.(Rs cr) 2,109
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Take Solutions Ltd. (TAKE) - Director Report

Company director report

Your Directors have pleasure in presenting the FOURTEENTH Annual Report of the Companytogether with the Audited Accounts for the year ended March 312015.

1. Financial Highlights

(Rs. in Mn except per share data)

Particulars

Consolidated

Standalone

March 31 2015 March 31 2014 March 31 2015 March 31 2014
Total Income 7386.75 8216.91 386.86 482.03
Total Expenses 5810.08 6682.81 245.55 224.35
EBITDA 1576.67 1534.10 141.31 257.68
Depreciation & Amortization 596.07 768.84 7.43 53.79
Profit / (Loss) Before Int & Tax 980.60 765.26 133.88 203.89
Finance Cost 126.87 137.69 - 23.36
Provision for Taxation 54.42 9.98 20.70 9.43
Minority Interest 100.48 37.59 - -
Profit / (Loss) After Tax (after Minority Interest) 698.83 580.00 113.18 171.10
Earnings Per Share 5.82 4.83 0.94 1.43
Equity Shares (in numbers)* 120000000 120000000 120000000 120000000

*As per the guidance note on accounting for Employee share-based payments issued byICAI shares allotted to Trust but not transferred to employees is required to be reducedfrom share capital and reserves. Out of 2400000 equity shares allotted to Trust noshares have been exercised by employees up to 31-03-2015. Accordingly the financialstatements 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. 7387Mn with an EBITDA margin of 21% as compared to Rs.8217 Mn with EBITDA of 19% in thefiscal 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 marginbusinesses 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 theBoard of Directors of the Company held on November 12 2014

• 2ndInterim Dividend of Rs. 0.30/- per Equity Share (30%) at the meeting of theBoard of Directors of the Company held on February 06 2015

The said Interim Dividends were paid on December 05 2014 and February 27 201 5respectively. 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 theensuing Annual General Meeting. The total dividend including Interim Dividends for theFinancial Year amounts to Rs. 1 /-per Equity share (100 %).

The total cash outflow on account of Equity Dividend (inclusive of interim dividendsalready paid) and Dividend Distribution Tax amounts to Rs. 144.28 Mn.

The Register of Members and Share Transfer books will remain closed from August 222015 to August 28 201 5 (both days inclusive). The Annual General Meeting has beenscheduled on August 28 2015.

4. Holding Company

TAKE Solutions Pte Ltd Singapore the Holding Company continues to retain substantialequity in your Company and the Present Equity Holding is 57.89%.

5. Subsidiaries (held directly)

• TAKESolutions Global Holdings Pte Ltd Singapore

• TAKEBusiness Cloud Private Limited India

• APAEngineering Private Limited India

Partner in Limited Liability Partnership

Navitas LLP (formerly known as TAKE Solutions Global LLP) India

Subsidiaries (held indirectly)

• NavitasLife Sciences Holdings Limited (formerly known as TAKE Global Limited)UK

• NavitasInc (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

• AppliedClinical Intelligence LLC. USA

• MillionStar Technologies Limited Mauritius

• TAKEEnterprises Services Inc. USA

• TAKESupply ChainDeMexicoS De RI De CV Mexico

• TAKESolutions Information Systems Pte Ltd Singapore

• TOWELL TAKE Investments LLC. Oman

• TOWELL TAKE Solutions LLC. Oman

• TAKESolutions MEA Limited UAE

• MirnahTechnologies Systems Limited Saudi Arabia

• RPCPower India Private Limited India

• APAEngineering Pte Ltd Singapore

• TAKEInnovations Inc USA

During the Financial Year TAKE 10 Solutions Private Limited India was divested andTAKE Intellectual Properties Management Inc. USA was merged with its parent companyNavitas Inc USA.

6. Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in accordance with theprovisions of Sec 129(3) and Schedule III of the Companies Act 2013 and AccountingStandard (AS) 21 and other recognized accounting practices and policies. The ConsolidatedFinancial Statements are also available in the website of the Company.

Financialsof the Company

In accordance with the provisions of Section 136(1) of the Companies Act 2013 Rule 10of Companies (Accounts) Rules 2014 and SEBIRs.s Circular No. SEBI/CFD/DIL/LA/2/2007/26/4dated 26.04.2007 the Financial Statements are provided in abridged form in this AnnualReport. 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 andStatement of Profit & Loss may write to the Company Secretary at the RegisteredOffice of the Company. The detailed Financial Statements will be available for inspectionat the Registered Office of the Company during working hours of the Company and also inthe website of the Company (www.takesolutions.com).

Financials of Subsidiaries

The financial statements of the subsidiary Companies are available for inspection bythe shareholders at the Registered Office of the Company. The Company shall provide freeof cost the copy of the financial statements of its subsidiary companies to theshareholders upon request. However as required the financial data of the subsidiarieshave been furnished as per Section 129(3) in Form AOC-1 forming part of the AnnualReport.

7. Directors

The Composition of the Board is governed by the applicable laws and regulations andArticles of Association of the Company.

The Board consists of persons of professional expertise and experience in technicalfinancial 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 theArticles of Association of the Company Mr. S. Srinivasan Non- Executive Director of theCompany is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.

Independent Directors' Appointment

Ms. Uma Ratnam Krishnan was appointed as an Additional Director by the Board onNovember 12 2014. The Company has received a Notice under Section 160 of Companies Act2013 from the Members proposing her candidature to be appointed as Independent Directorfor a term of 5 years effective from November 12 2014. MembersRs. approval for herappointment as Independent Director has been sought in the Notice convening the AnnualGeneral Meeting of the Company.

Directors' resignation

Mr. D.A. Prasanna Independent Director tendered his resignation with effect from April16 2015. The Board had approved the resignation by way of circular resolution dated April17 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 aswell as the Independent Director seeking appointment is furnished in the Report onCorporate Governance.

Declaration by Independent Directors

All Independent Directors of the Company have given their declaration under Section149(7) of the Companies Act 2013 confirming that they are in compliance with the criterialaid 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. Thedetails of the meetings and the attendance of the Directors are provided in the CorporateGovernance Report. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.

9. Familiarization Programme

The Company has a familiarization program for Independent Directors pursuant to Clause49 of the Listing Agreement. The same is uploaded in the Company's website:http://www.takesolutions.com/corporate-governance

10. Evaluation ofthe Board's Performance

In accordance with the provisions of the Companies Act 2013 and Clause 49 of theListing Agreement the Board along with the Nomination & Remuneration Committeedeveloped and adopted the criteria and framework for the evaluation of its performance.

The Independent Directors evaluated the performance of the Non Executive DirectorsChairman and the Board at a meeting of Independent Directors held on March 19 2015.Directors were evaluated on various criteria including attendance participation in BoardMeetings engagement with the management in making decisions understanding the Company'sbusiness and that of the industry and in guiding the company to follow the best industrypractices.

The Independent Directors were also evaluated by the Board based on the professionalconduct roles and responsibilities as specified in Schedule IV to the Companies Act2013. The evaluation of the Board as a whole was based on composition and statutorycompliance understanding of business risks adherence to process and procedures;overseeing Management's procedures for enforcing the organizationRs.s code of conductensuring that various policies including the whistle blower policy of the Company were inforce and actions taken as appropriate.

11.Secretarial Audit

The Board had appointed Mr. M. Alagar Practicing Company Secretary to carry outSecretarial Audit. The Secretarial Audit Report for the financial year ended March 312015 is provided in the as Annexure 1.

The Secretarial Auditor's Report does not contain any qualification reservation oradverse remark.

12.Auditors

The Statutory Auditors of the Company M/s. Sundar Srini & Sridhar CharteredAccountants were appointed by the members in the 13th Annual General Meeting for a periodof 3 years until the conclusion of the 16th Annual General Meeting subject to ratificationby the shareholders at every Annual General Meeting. The Company has received acertificate from the Auditors to the effect that the appointment if made would be withinthe limits prescribed under Section 141(g) of the Companies Act 2013. Members'ratification for the appointment of Statutory Auditor has been sought in the Noticeconvening the Annual General Meeting of the Company.

The Auditor's Report for the Financial Year does not contain any qualificationreservation or adverse remark.

13. Internal Audit

During the Financial Year your Company had engaged the services of M/s G.D. ApteChartered Accountants Pune as Internal Auditors to carry out internal audit for theCompany and its subsidiaries. In the case of foreign subsidiaries Internal Auditors wereappointed in the respective countries. The reports of the internal auditors along withcomments from the management are placed for review before the Audit Committee. The AuditCommittee in consultation with the Statutory Auditor also scrutinizes the audit plan andthe adequacy of the internal audits.

14. Internal Control System

The Company follows a detailed process of Internal Control System. The financial andoperational controls are firmly knit with these internal processes which are documented.All these processes are clearly communicated to all team members and can be easilyaccessed in the internal quality management systems. These controls are continuouslymonitored and gaps if any are identified and new or improved controls are implemented asand when required.

15. Risk Management

The Company has implemented a sustainable Risk Management framework that providestimely & accurate decision support and create an environment where every employee isan integral part of risk management. The Chief Risk Officer of the Company who is part ofthe Risk Management Committee monitors the framework and presents to the Audit Committee aquarterly report on the updates of the risk management and mitigation. The committeeevolved and identified various risks pertaining to the industry in which the companyoperates. Mitigation measures for those identified risks are prepared in consultation withthe employees of the Company. The prioritised Risk lists are reviewed and action plandrawn up to mitigate the same.

16. Related PartyTransactions

All related party transactions of the Company are reviewed by the Audit Committee andpresented to the Board on a quarterly basis. These transactions are at armRs.s lengthbasis and in the ordinary course of business and are in compliance with the provisions ofSection 188 of the Companies Act 2013 read with Companies (Meeting of Board and itsPowers) Rules 2014 & Clause 49 of the Listing Agreement. The Audit Committee hadgiven its prior approval to those transactions which could be foreseen and an omnibusapproval up to Rs. 1 Cr per transaction was granted in respect of adhoc transactions thatcannot be estimated. There were no materially significant related party transactionsentered into by the Company. The disclosure pertaining to the same has been provided asAnnexure 2.

The Policy on related party transactions as approved by the Board is uploaded in theCompany'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 beenprovided by the Company.

18. Material changes and commitments if any affecting the financial position of thecompany

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

19. Deposits

The Company has not accepted any deposits either from the shareholders or public withinthe meaning of the CompaniesRs. (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) inaccordance with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. Orientation of this policy is done to theemployees at regular intervals and awareness is created through audio-visualpresentations. The Policy is available in the intranet for access by employees. During thefinancial year no complaints were received by the Internal Complaints Committee.

21. The details of significant and material orders passed by the regulators or courtsor 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 ortribunals that may have an impact for the company as a going concern and /or company'soperations.

22. Reporton Corporate Governance

The Company adheres to the code of Corporate Governance as set out by the Securitiesand Exchange Board of India (SEBI). In line with that a report on Corporate Governancealong with a certificate from the Statutory Auditors has been included in the AnnualReport detailing the compliances of corporate governance norms as enumerated in Clause 49of 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 theprovisions of Clause 49 of the Listing Agreement with the Stock Exchanges is presentedseparately 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 policyon CSR was also published in the website of the Company. The Company is committed toon-going contributions to Society through a comprehensive CSR framework. TAKE Solutionshas 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 AnnualReport.

25. Extract of the Annual Return

The extract of the Annual Return as provided under Section 92(3) of the Companies Act2013 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 aremuneration of more than Rs. 60 lakhs per annum if employed throughout the financialyear and Rs. 5 lakhs per month if employed for part of the financial year shall be setout as annexure to this Report. However none of the employees come under the purview ofthis 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 providesfor criteria to determine the qualifications positive attributes independence of aDirector recommend to the Board their appointment and remuneration for the Directors KeyManagerial Personnel and other employees.

The Managing Director of the Company does not draw any remuneration. The IndependentDirectors are paid Commission on the Net Profits not exceeding 1% of the Net Profits ofthe Company in accordance with the provisions of Sec 197 of the Companies Act 2013. TheNomination & Remuneration Committee recommended the remuneration payable to theKMPRs.s. A note on the remuneration policy is provided under the head Corporate GovernanceReport. The disclosure pursuant to Companies (Appointment & Remuneration) Rules 2014are provided under Annexure 4.

28. Employee Stock Options Scheme

In accordance with the SEBI (Employees Stock Options Scheme and Employees StockPurchase Scheme) Guidelines 1999 the excess of the market price of the underlying EquityShares as of date of the grant over the exercise price of the option including up frontpayments if any is to be recognized and amortized on a straight line basis over thevesting period.

During the current Financial Year stock options under ESOP 2007 have not been granted.Further the Company has already recognized employeeRs.s compensation cost over thevesting period using intrinsic value of option for the stock options granted on April 022008 and May 26 2008. Also the difference between intrinsic value and fair value of theoptions were disclosed in the Directors' Report during the corresponding period. Hencedisclosure pertaining to the difference between intrinsic value and fair value of theoption 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.No Description

Take Solutions (Employees Stock Option Scheme (ESOS) 2007

SERIES I SERIES II
1. Total Number of options granted under the plan 158500 47500
2. Options Vested during the year NIL NIL
3. Options Exercised during the year NIL NIL
4. Total Number of shares arising as a result of exercise of options (as of March 31 2015) NIL NIL
5. Options lapsed 49300 19500
6. Exercise Price (Rs.) 73 73
7. Money realised by exercise of options during the year (Rs.) NIL NIL
8. Total Number of options in force at the end of the year (granted vested and unexercised / unvested and unexercised) 109200 28000
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 amounting to five percent or more of options granted during that year NIL NIL
(III) Identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant NIL NIL

29. Conservation of Energy Research and Development Technology Absorption

a. Measures taken to reduce energy consumption:

The following measures are institutionalized across facilities:

• Optimalcooling of work areas and data centres.

• RegularUPS and AC plant maintenance to ensure efficient working of theequipments

• 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 toreduce the number of printouts

• Paper Recycling

• Disposal of e-waste generated in-house through vendors with "Safe disposalpractices"

• Virtualization and consolidation of Servers and Storage resulting in reducedserver footprints greater use of the IT equipment capabilities and executing moreworkloads in less space and less energy

b. Technology Absorption -

Your Company absorbs appropriate technology advancements in providing the best servicesto its customers. The following technologies were absorbed in the Indian facility:

• Implemented WAN accelerator technology to improve better performance ofapplication development & testing between India ODC and US sites.

• Implemented web based centralized monitoring & log management system for thecritical IT infrastructure services at Datacenter.

• Implemented Information Technology Infrastructure Library (ITIL) based servicemanagement tool to capture the IT infrastructure services and support.

Imported technology (imported during the last three years reckoned from the beginningof the financial year)- Nil.

30. Foreign Exchange Earnings and Outgo

Total Foreign Exchange earned and used

ForexEarned:

Rs. 7.78 Mn (14-15) & for previous year Rs. 103.96 Mn (13-14)

ForexUsed:

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 foreigncurrencies on account of payment of two interim dividends for the Financial Year 2014-15and 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 ishereby confirmed:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(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 thecompany and that such internal financial controls are adequate and were operatingeffectively and

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

Your Directors wish to express their gratitude for the assistance support andcooperation extended by all investors clients vendors bankers Regulatory andGovernment authorities Reserve Bank of India Stock Exchanges and business associates fortheir co- operation encouragement and continued support extended to the Company. YourDirectors also wish to place on record their appreciation for the committed services byall employees of the Company.

By Order of the Board
Place: Chennai Srinivasan H.R. D.V. Ravi
Date: May 15 2015 Managing Director Director
DIN: 00130277 DIN: 00171603