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Take Solutions Ltd.

BSE: 532890 Sector: IT
NSE: TAKE ISIN Code: INE142I01023
BSE 00:00 | 25 Feb 98.80 0.65
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NSE 00:00 | 25 Feb 98.40 0.20
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99.80

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OPEN 97.95
PREVIOUS CLOSE 98.15
VOLUME 5481
52-Week high 159.30
52-Week low 90.10
P/E
Mkt Cap.(Rs cr) 1,461
Buy Price 96.00
Buy Qty 1.00
Sell Price 98.80
Sell Qty 614.00
OPEN 97.95
CLOSE 98.15
VOLUME 5481
52-Week high 159.30
52-Week low 90.10
P/E
Mkt Cap.(Rs cr) 1,461
Buy Price 96.00
Buy Qty 1.00
Sell Price 98.80
Sell Qty 614.00

Take Solutions Ltd. (TAKE) - Director Report

Company director report

Your Directors have pleasure in presenting the EIGHTEENTH Annual Report of the Companytogether with the Audited Statement of Accounts for the financial year ended March 312019.

1. Financial Highlights

Particulars Consolidated Standalone
March 31 2019 March 31 2018 March 31 2019 March 31 2018
Total Income 20497.48 15936.54 563.08 352.44
Total Expenses 16555.39 12807.69 359.97 188.68
EBITDA 3942.09 3128.85 203.11 163.76
Depreciation & Amortisation 1535.09 1041.49 8.02 7.98
Profit before _nance cost and tax expenses 2407.00 2087.36 195.09 155.78
Finance cost 250.11 207.58 - 8.34
Tax expenses 372.97 281.17 21.14 (5.08)
Profit for the year 1783.92 1598.61 173.95 152.52
Profit Attributable to:
Shareholders of the Company 1772.96 1604.56 173.95 152.52
Non-controlling interest 10.96 (5.95) - -
Total other comprehensive income 316.69 163.89 (0.31) 2.15
Total comprehensive income attributable to:
Shareholders of the Company 2089.64 1768.31 173.64 154.67
Non-controlling interest 10.97 (5.81) - -
Opening balance of retained earnings 6044.67 4566.67 869.35 877.19
Amount available for appropriation 7817.63 6171.23 1043.31 1029.71
Appropriations:
Dividend on equity shares 233.71 131.12 236.69 133.24
Tax on dividends 49.11 27.87 48.37 27.12
Capital reserve - - - -
Merger/Acquisition/Investments 46.87 (32.43) - -
Closing balance of retained earnings 7581.68 6044.67 758.25 869.35
Earnings Per Share 12.13 12.19 1.18 1.14
Equity Shares (in numbers)* 146.14 145.88 147.93 147.93

* As per Ind-AS 102 for employee share-based payments shares allotted to Trust but nottransferred to employees is required to be reduced from share capital and reserves. Out of2400000 equity shares allotted to Trust 602277 shares have been exercised by employeesup to March 31 2019.

2. Financial Performance

During the year under review your Company earned a Consolidated Revenue of H20497 Mnwith an EBITDA margin of 21% (Adjusted) as compared to H15937 Mn with EBITDA of 20% inthe financial year 2017-18.

The Company during the year had a Standalone Revenue of H563.08 Mn with an EBITDAmargin of 36% compared to H352.44 Mn with EBITDA margin of 46% in the financial year2017-18.

3. Dividend

The Company continued its practice of distributing consistent dividend during thefinancial year consisting of:

• 1st Interim Dividend of H0.30/- per Equity Share (30%) declared atthe meeting of the Board of Directors of the Company held on October 30 2018.

• 2nd Interim Dividend of H0.30/- per Equity Share (30%) declared atthe meeting of the Board of Directors of the Company held on February 13 2019.

The aforesaid Interim Dividends were paid on November 23 2018 and March 08 2019respectively. Your Directors are now pleased to recommend a final Dividend of H0.40/- perEquity Share (40%) which shall be payable on approval of the shareholders at the ensuingAnnual General Meeting. The total dividend including Interim Dividends for the FinancialYear amounts to H1/- per Equity Share (100 %). The total cash outflow on account of EquityDividend (inclusive of interim dividends already paid) and Dividend Distribution Taxamounts to H282.82 Mn.

The Register of Members and Share Transfer books will remain closed from SaturdayAugust 03 2019 to Thursday August 08 2019 (both days inclusive) for the payment ofdividend. The Annual General Meeting has been scheduled on August 08 2019.

4. Share capital

During the year under review the Company has not made any further issue of shares thepaid-up share capital of the Company stood at H147934000 (147934000 shares of H1 each)as at March 31 2019. There is no change in the paid-up share capital as compared to thefigure as at March 31 2018.

5. Transfer to general Reserve

During the year under review an amount of H0.50 Mn was transferred to General Reserve.The transfer is on account of Employee Stock Option Scheme when exercised/ lapsed byemployees during the year. Apart from this no other amount has been transferred fromProfit 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 IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("Rules") theamount which remained unpaid or unclaimed for a period of seven (7) years has to betransferred by the Company to Investor Education and Protection Fund ("IEPF")established by the Government of India. Further according to the Rules the shares onwhich dividend has not been paid or claimed by the shareholders for seven consecutiveyears or more shall also be transferred to the demat account of the IEPF Authority.Accordingly unclaimed amount of H305218 which remained unclaimed from 2010-11 has beentransferred to IEPF account within the specified timeline. Further 7031 correspondingshares were also transferred as per the requirement of the Rules. The unpaid dividendpertaining to the dividend declared for the Financial Year 2011-12 2012-13 (firstinterim) and 2012-13 (second interim) shall be transferred to IEPF on October 13 2019December 15 2019 and March 22 2020 respectively. Details of unclaimed dividend as onMarch 31 2019 has been provided under the Corporate Governance Report that forms part ofthis Annual Report.

Members who have so far not encashed their dividend warrant(s) or those yet to claimtheir dividend amounts may write to the Company Secretary/Company's Registrar and ShareTransfer Agent (M/s. Link Intime India Private Limited).

7. Holding Company

TAKE Solutions Pte Ltd Singapore the Holding Company continues to retain substantialequity in your Company and its present Equity Holding is 57.83%.

8. Subsidiaries

The details of subsidiaries have been covered under the Corporate Governance Report in Annexure1 to this report.

A. Disinvestment:

During the year Company disposed its supply chain unit TAKE Supply Chain in AustinUSA held by Navitas Inc a Wholly Owned Subsidiary to ESM Capital LLC USA on September28 2019 for a consideration of USD 3.25 Mn.

B. Acquisition:

The Company acquired two US based entities namely KAI Holdings Inc a CRO & healthresearch company and Dataceutics Holdings Inc a specialty Clinical Functional Serviceprovider for a consideration of USD 27 Mn and USD 45 Mn respectively.

C. Merger:

1. Navitas Life Sciences Inc USA a Wholly Owned Subsidiary merged into Navitas IncUSA a Wholly Owned Subsidiary with effect from February 25 2019

2. Astus Technologies Inc USA TAKE Dataworks Inc USA and TAKE Synergies Inc USAWholly Owned Subsidiaries merged into TAKE Innovations Inc USA a Wholly OwnedSubsidiary with effect from February 22 2019

3. KAI Holdings Inc and Dataceutics Holdings Inc merged with Navitas Inc USA and TAKEInnovations Inc USA respectively with effect from May 06 2019.

9. Change in Nature of Business if any

There was no change in the nature of business of the Company during the financial yearended March 31 2019. However the Company has re-classified its business activity fromComputer Programming Consultancy and Related Activities (NIC Code : 620) to ScientificResearch and Development (NIC Code: 72) so as to represent the main area of activity ofthe Company.

10. 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 Indian AccountingStandards ("Ind-AS") and other recognized accounting practices and policies.The Consolidated Financials are also available at the website of the Companywww.takesolutions.com.

Financials of the Company

The detailed Balance Sheet and Statement of Profit and Loss (both Consolidated andStandalone) are provide along with this Annual Report and are also available at thewebsite of the Company at 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.

11. 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.None of the Directors of your Company are disqualified as per Section 164(2) of theCompanies Act 2013. Your Directors have made necessary disclosures as required undervarious 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 Article 60(iv) ofArticles of Association of the Company Mr. Seshan Srinivasan S (DIN 00014652) Non-Executive Director of the Company is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The Boardrecommends his re-appointment.

A brief profile of Mr. Seshan Srinivasan is provided below: Mr. Seshan Srinivasan aMechanical Engineer with an MBA from IIRM Anand. He is also a Cost & ManagementAccountant. He has overall managerial experience of 28 years with 19 years in thepharmaceutical industry with proven ability to set up businesses and achieve both organicas well as inorganic growth. He is currently the Co-founder and Vice Chairman of EywaPharma.

Mr. Seshan Srinivasan does not directly hold any shares in the Company.

B) Re-appointment of Mr. Narayanan Kumar (DIN 00007848) Mr. Rangaswamy Sundararajan(DIN 00498404) and Mr. Ganesan Raghuram (DIN 01099026) as the Additional Director(Independent Category)

The Board of Directors in its meeting held on March 28 2019 approved the appointmentof Mr. Narayanan Kumar (DIN 00007848) Mr. Rangaswamy Sundararajan (DIN 00498404) and Mr.Ganesan Raghuram (DIN 01099026) as the Additional Director (Independent Category) of theCompany for a period of five (5) years with effect from April 01 2019. The Boardrecommends the re-appointments of the said Independent Directors and it is subject to theapproval of the Shareholders. A brief profile of the Directors are provided below:

a) Mr. Narayanan Kumar

Mr. Narayanan Kumar is the Vice Chairman of The Sanmar Group a multinational US $ 1billion conglomerate headquartered in Chennai India with manufacturing facilities inIndia Mexico and Egypt.

He is also the Honorary Consul General of Greece in Chennai.

As a spokesman of Industry and Trade he had been a President of Confederation ofIndian Industry (CII) and participated in other apex bodies. He is also the President ofthe Indo-Japan Chamber of Commerce & Industry.

Mr. Narayanan Kumar is on the Board of various public companies and carries with himover four decades of experience in the spheres of Electronics TelecommunicationsEngineering Technology Management and Finance.

Mr. Narayanan Kumar has a wide range of public interests going beyond the confines ofcorporate management in areas of health social welfare education and sports. He is thePresident of Bala Mandir Kamaraj Trust and Managing Trustee of The Indian Education Trustwhich runs two Schools. He is an avid golfer and a patron of cricket and tennis. Mr.Narayanan Kumar is an Electronics Engineering Graduate from Anna University Chennai and afellow member of the Indian National Academy of Engineering. He is also a fellow lifemember of The Institution of Electronics and Telecommunication Engineers.

Mr. Narayanan Kumar does not directly hold any shares in the Company.

b) Mr. Ranagswamy Sundararajan

Mr. Rangaswamy Sundararajan aged 71 years is associated with the Company from April01 2007. He is a Mechanical Engineer from Jadavpur University and an MBA from IndianInstitute of Management (Ahmadabad). He is a Chartered Engineer and an Associate ofInsurance Institute of India.

He has had around 26 years experience in Pharmaceutical Industry of which 16 years wasa CEO role and 6 years as a Management Consultant. He has experience of 6 years as a LossAssessor for General Insurance Industry in India specializing in Fire and ConsequentialLoss Insurance.

Mr. Rangaswamy Sundararajan holds twenty five thousand three hundred and seventy(25370) shares in the Company.

c) Mr. Ganesan Raghuram

Mr. Ganesan Raghuram has been Director IIM Bangalore since February 2017. Prior totaking over as Director of IIM Bangalore he was Professor and Chairperson of the PublicSystems Group at IIMA. He has been Dean (Faculty) IIMA Vice-Chancellor of the IndianMaritime University and Indian Railways Chair Professor.

He specializes in infrastructure and transport systems and logistics and supply chainmanagement. He conducts research on the railway port shipping aviation and roadsectors. He has published over 35 refereed papers in journals and written over 160 casestudies. He has published six co-authored books. He was awarded (i) ‘Life-timeAchievement Award' for Transport Excellence by Mahindra and Mahindra supported byMinistry of Road Transport and Highways in 2018 (ii) ‘MC Puri Memorial Award' forcontribution to Operational Research in India in 2016 (iii) ‘Lifetime AchievementAward' for contribution to Logistics and Infrastructure by EXIM News in 2014 and (iv)‘Academician of the Year' by the Chartered Institute of Logistics and Transport in2012. He is a Fellow of the Operational Research Society of India and Chartered Instituteof Logistics and Transport. He has teaching experience at universities in India USACanada Yugoslavia Singapore Tanzania UAE and Japan.

Mr. Ganesan Raghuram has a BTech from IIT Madras; a Post Graduate Diploma inManagement from IIM Ahmedabad; and a PhD from Northwestern University USA.

Mr. Ganesan Raghuram does not directly hold any shares in the Company.

C) Re-Appointment and Remuneration of Mr. Srinivasan H R as the Managing Director

The tenure of Mr. Srinivasan H R Managing Director of the Company expired on March 312019 and his reappointment was approved in the Board meeting held on March 28 2019 for aperiod 3 (three) years with effect from April 01 2019. The Board recommends hisappointment subject to the approval of the Shareholders in the Annual General Meeting.

A brief profile of Mr. Srinivasan H R is provided below: Mr. Srinivasan H.R. fondlyknown as Sri is the Vice Chairman & Managing Director of TAKE Solutions and a memberof its Board of Directors. He brings 28 years of experience in Supply Chain Management andGeneral Management. Sri started his career as a Civil Servant in the Government of India.Post that he successfully held several leadership roles including Executive Director ofthe Shriram Group Managing Director of Sembcorp Logistics Singapore Managing Directorof Temasek Capital Singapore among others. He has served both on the State and RegionalCouncils of the Confederation of Indian Industry. He has also served as the Past Presidentof TiE (The Indus Entrepreneurs) Chennai Chapter. In 2008 Sri was conferred with the CIIConnect – "Entrepreneur of the Year" and the CII Tamil Nadu "EmergingEntrepreneur" award in 2010. He is a member of the YPO (Young PresidentsOrganisation). Mr. Srinivasan H R holds one lakh and thirty five thousand (135000)shares in the Company.

D) Re-appointment of Ms. Uma Ratnam Krishnan:

The term of Ms. Uma Ratnam Krishnan as an Independent Director expires on November 112019 and the management proposes to re-appoint her subject to the approval of theShareholders in the Annual General Meeting.

A brief profile of Ms. Uma Ratnam Krishnan is provided below: Ms. Uma Ratnam Krishnanhas diverse experience of 27 years in the Financial Services sector. Over the last 13years she has been part of senior leadership teams - conceptualizing providing strategyand vision setting up and managing full-fledged independent businesses and initiatives.Her most recent senior leadership role has been in Royal Bank of Scotland (RBS) in the UK.Prior to this she served as Director for the Global Operations Hub for Retail Corporateand Commercial operations at RBS. Ms. Uma Ratnam Krishnan has been successful in buildingand leading businesses with large cross functional and geographically diverse teams. Shehas also served as the CEO of Optimus Global Services (a Polaris Software BPO). Qualifiedfrom IIM Bangalore her initial stint with the Indian Foreign Service was succeeded byroles in the banking sector in ANZ Grindlays Bank and HDFC Bank.

Ms. Uma Ratnam Krishnan 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 ourinteractions with our stakeholders. The Company has conformed to the Corporate Governancecode as stipulated under the Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015. A separate section onCorporate Governance along with a certificate from the auditors confirming the level ofcompliance 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) ofthe Companies Act 2013 and and clause (b) of sub-regulation (1) of regulation 16 of theSEBI(Listing Obligation and Disclosure Requirements) Regulations 2015. Further confirmingthat they are in compliance with the criteria laid down in the said section as well asRegulation 25 of the Listing Regulations for acting as an Independent Director of theCompany.

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 DisclosureRequirements) Regulations 2015 a certificate from a Company Secretary in Practice thatnone of the Directors on the Board of the Company have been debarred or disqualified frombeing appointed or continuing as Directors of companies by the Board/Ministry of CorporateAffairs or any such statutory authority is attached and forms part of the Board's Reportas Annexure-2B.

14. Number of Board Meetings

A calendar of Meetings is prepared finalized and circulated in advance to theDirectors. The Board of Directors met 6 (six) times on May 17 2018 August 10 2018October 30 2018 December 17 2018 February 13 2019 and March 28 2019 during thefinancial year 2018-19. The details of the meetings and the attendance of the Directorsare provided in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

15. Familiarization Programme

The Board Members are provided various updates and presentations with respect toCompany's business and operations its future plans and outlook and other importantdevelopments from time to time. Subject matter experts from the organization also provideregular updates to the Board Members regarding various developments. These details arecovered under various minutes and records maintained by the Company. Details regardingCompany's business operations and other requisite information may be found at theCompany's website www.takesolutions.com/index.php/investor-relation.

16. Evaluation of the Board's Performance

The Board has carried out an evaluation of Directors as well as evaluation of Board andCommittees 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 DisclosureRequirements) Regulations 2015. The evaluation process was carried out based on variouscriteria including inter-alia Directors' attendance participation in Meetingsengagement with the management in making decisions understanding of the Company'sbusiness and that of the industry and guidance provided to the Company to follow the bestindustry practices.

The Independent Directors reviewed the performance of the Non-ExecutiveNon-Independent Directors and the Board as a whole as well as the performance of theChairperson of the Company taking into account the views of the Executive Directors andNon-Executive Directors. At the meeting of Independent Directors held on March 28 2019they inter alia assessed the quality quantity and timelines of flow of informationbetween Company management and the Board that is necessary for the Board to effectivelyand reasonably perform their duties.

The Independent Directors were also evaluated by the Board based on the professionalconduct roles responsibilities etc. as specified in Section 178 read with Schedule IV tothe Companies Act 2013. The evaluation of the Board as a whole was based on compositionand statutory compliance understanding of business risks adherence to process andprocedures overseeing management's procedures for enforcing the organization's code ofconduct ensuring that various policies including the whistle blower policy of theCompany were in force and actions taken as appropriate. The outcome of Board evaluationwas discussed by the Nomination and Remuneration Committee and the Board at their meetingsheld on May 16 2019.

17. Changes in Key Managerial Personnel

During the year under review there is no change in the Key Managerial Personnel of theCompany.

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 hadappointed M/s. Alagar & Associates Practicing Company Secretary to carry out theSecretarial Audit for the financial year ended March 31 2019. The Secretarial AuditReport is provided as Annexure 2 hereto.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

Further pursuant to the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8 2019 theAnnual Secretarial Compliance Report issued by M/s. Alagar & Associates PracticingCompany Secretary is provided as Annexure 2A hereto.

19. Auditors

M/s. GD Apte & Co Chartered Accountants was appointed as the Statutory Auditors ofthe Company for a period of five years commencing from 16th Annual General Meeting tillthe conclusion of 21st Annual General Meeting.

The Auditor's Report does not contain any qualification reservation or adverse remark.

20. Reporting of Frauds by Auditors

During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its employees or officersdetails 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. Thereports of the Internal Auditor along with comments from the management are placed forreview before the Audit Committee. The Audit Committee in consultation with the StatutoryAuditor 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 andoperational controls are firmly built in with these internal processes which aredocumented. All these processes are clearly communicated to all team members and can beeasily accessed in the internal quality management systems. These controls arecontinuously monitored and gaps if any are identified and new or improved controls areimplemented 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 providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes and policies safeguarding of assets prevention anddetection of frauds accuracy and completeness of accounting records.

The Directors and Management confirm that the Internal Financial Controls (IFC) areadequate with respect to the operations of the Company.

24. 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 committee hasevolved 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 plans aredrawn up to mitigate the same.

25. Details of significant and material orders passed by the Regulators or Courts orTribunals 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 in the future.

26. Extract of the Annual Return

The extract of the Annual Return under Section 92(3) of the Companies Act 2013 isprovided as Annexure 3 to this report.

27. Related Party Transactions

The Audit Committee had reviewed all related party transactions that were entered intoduring the financial year and found them to be on arm's length basis and in the ordinarycourse of business. As required under the provisions of Section 188 of the Companies Act2013 read with Companies (Meeting of Board and its Powers) Rules 2014 & Regulation 23of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the AuditCommittee had given its prior omnibus approval at the beginning of financial year forforeseeable related party transactions.

There were no materially significant related party transactions made by the Companyduring the year with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large. Thedisclosure pertaining to the same has been provided in Form AOC-2 as Annexure 4.

All Related Party Transactions as required under applicable Accounting Standards arereported in Note 24 - Notes to Accounts of the Standalone financial statements of yourCompany.

The Policy on related party transactions as approved by the Board is uploaded in theCompany's website at www.takesolutions.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 provided loan amounting to H1028.26Million to its wholly owned subsidiary M/s. Ecron Acunova Limited and H121.24 Mn to TAKESolutions Global Holdings Pte Ltd.

During the year under review the Company has not availed any loan.

During the Financial year the Company has not made any investment. In addition theCompany has converted its loan amount of US$ 20.46 Mn provided to TAKE Solutions GlobalHolding PTE LTD Singapore (a Wholly Owned Subsidiary) on various dates into equity sharesof SGD Shares 3.60 Mn at a rate of SGD 7.7213 per share.

29. Material changes and commitments if any a_ecting the financial position of theCompany

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

30. Deposits

During the year under review the Company has not accepted any deposits either from theshareholders 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") and an Internal Committee ("IC/POSH Committee") has been dulyconsitututed in accordance with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013. Familiarisation andsensitization programmes are conducted for employees at regular intervals. The Policy isavailable in the intranet for access by employees. There were no complaints pending forthe redressal at the beginning of the year and no complaints received during the financialyear 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 theprovisions of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 is presented separately which forms part of this Annual Report.

33. Corporate Social Responsibility

The Company is committed to on-going contributions to the society through acomprehensive Corporate Social Responsibility ("CSR") framework. TAKE Solutionshas contributed an amount of H8.1 Mn towards Healthcare;

Environment; Education & Sports during the FY 2018-19. Details of CSR Policy areavailable on our website at www.takesolutions.com/index.php/investor-relation#corporate.The annual report on Company's CSR activities forms part of the Board's Report as Annexure5.

34. Particulars of Employees

The ratio of remuneration of each Whole-Time Director and Key Managerial Personnel tothe median of employees' remuneration as per Section 197 of the Companies Act read withRule 5(1) of the Companies (Appointment of Managerial Personnel) Rules 2014 forms part ofthe Board's Report as Annexure 6A. 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 remunerationof more than H1.20 crores per annum and no employee employed for part of the financialyear has drawn a remuneration of more than H8.50 lakh per month.

35. 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 ("KMP"). Thepolicy also provides for criteria to determine the qualifications positive attributesindependence of a Director recommend to the Board their appointment and remuneration forthe Directors Key Managerial Personnel and other employees. A copy of NominationRemuneration & Evaluation policy of the Company is provided as Annexure 6 tothis Board's Report.

The Managing Director of the Company during the financial year did not draw anyremuneration. The Independent Directors are paid Commission on the Net Profits notexceeding 1% of the Net Profits of the Company in accordance with the provisions ofSection 197 of the Companies Act 2013. The Nomination & Remuneration Committeerecommended the remuneration payable to the KMPs. A note on the remuneration policy isprovided under Corporate Governance Report that forms part of this Annual Report. Thedisclosure pursuant to Companies (Appointment & Remuneration) Rules 2014 are providedunder

Annexure 6A.

36. Board Polices

The details of the policies approved and adopted by the Board are provided in Annexure7 to the Board's Report.

37. Employee Stock Options Scheme

In accordance with the SEBI (Share Based Employee Benefits) Regulations 2014 theexcess of the market price of the underlying Equity Shares as of date of the grant overthe exercise price of the option including upfront payments if any is to be recognizedand amortized on a straight-line basis over the vesting period.

During the current Financial Year the Company in its Board Meeting held on May 162018 granted 465000 Equity Shares to its employees under TAKE Solutions LimitedEmployee Stock Option Scheme 2007. The options will start to vest on the employees of theCompany from May 15 2019 after a compulsory lock in period of 1 year.

38. 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 datacenters Preventive maintenance in the UPS and AC plant to ensure efficient working of theequipment utilization of lights and stand- alone air conditioners only when required anddisposal of HW obsolesces.

• TAKE corporate office is outfitted with LED lighting with controls programmedfor usage and shut-off with manual override by using motion sensor in the cabins andmeeting rooms. Cassette AC round flow of 360 air discharge for optimum energy efficiencyand comfort. Motion Sensors have been placed in meeting rooms & Cabin areas to controlthe lighting usage effectively by turn off the lights when no one is using the room helpsto not waste excess energy and improve the environment. b) Technology Absorption –

• Your Company absorbs appropriate technology advancements in providing the bestservices to its customers.

• Adoption of cloud App security bundle on our O365 Mail service which willprovide sophisticated analytics to identify and combat cyber threats and enable us tocontrol our data travel.

• Adoption of skype for business as an internal official communication tool alongwith Integrated reservation less audio conference bridge which allows participants to dialinto Skype for Business meetings via multiple devices for the O365 users.

• Adoption of cloud manageable wireless AP's which gives centralized control overwireless network of across all geographical locations NLS offices.

• Adoption of Secure Mail Gateway which protects organizations from ransomwareemail spoofing phishing advanced malware and other threats with simple open automatedand effective security across the entire attack continuum.

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

39. Foreign Exchange Earnings and Outgo

Total Foreign Exchange earned and used

Forex Earned:

For the financial year 2018-19: H84.48 Mn For the financial year 2017-18: H2758.38 Mn

Forex Used:

For the financial year 2018-19: H1319.86 Mn For the financial year 2017-18: H331.01 Mn

40. Business Responsibility Report

As per Regulation 34 of the SEBI Listing Regulations the Business ResponsibilityReport has been prepared for the FY2018-19 and the same is available at www.takesolutions.com/index.php/investor-relation.

41. Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that: a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Acknowledgement

We thank our investors customers vendors bankers Regulatory and Governmentauthorities Reserve Bank of India Stock Exchanges and business associates for theirassistance support and cooperation extended. We place on record our appreciation for thecommitted services of all our employees.

By Order of the Board
Sd/- Sd/-
Srinivasan H.R. D.V. Ravi
Place: Chennai Managing Director Director
Date: May 16 2019 DIN: 00130277 DIN: 00171603