Your Directors have pleasure in presenting the Twentieth Annual Reportof the Company together with the Audited Statement of Accounts (standalone andconsolidated) for the financial year ended March 31 2021.
1. Financial Performance Summary
In compliance with the provisions of Companies Act 2013 and SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulation") the Company has prepared its Standalone andConsolidated Financial Statements as per Indian Accounting Standards (Ind AS) for thefinancial year 2021.
The Company's financial highlights for the year ended March312021 are summarized below:
| || || || ||( Rs. in Million) |
|Particulars ||Consolidated ||Standalone |
| ||March 31 2021 ||March 31 2020 ||March 31 2021 ||March 31 2020 |
|Total Income ||7860.12 ||22392.88 ||122.17 ||285.44 |
|Total Expenses ||8470.49 ||20440.03 ||175.94 ||194.39 |
|EBITDA ||(610.38) ||1952.85 ||(53.77) ||91.05 |
|Depreciation & Amortization ||1153.80 ||1669.28 ||15.68 ||17.42 |
|Finance Costs ||373.10 ||412.74 ||3.56 ||4.25 |
|Profit before exceptional items ||(2137.27) ||(129.17) ||(73.01) ||69.38 |
|Exceptional Items ||(2250.68) ||- ||138.18 ||- |
|Profit before tax ||(4387.95) ||(129.17) ||65.17 ||69.38 |
|Tax expenses ||135.51 ||(19.75) ||(12.75) ||(7.97) |
|Profit for the year from continuing operations ||(4523.46) ||(109.42) ||77.92 ||77.35 |
|Profit/(Loss) from discontinued operations before tax ||31.75 ||- ||- ||- |
|Tax expense on discontinued operations ||9.00 ||- ||- ||- |
|Profit for the year from discontinued operations ||22.75 ||- ||- ||- |
|Profit/Loss for the year ||(4500.70) ||(109.42) ||77.92 ||77.35 |
|Profit Attributable from continuing operations to: ||(4534.25) ||(123.60) ||- ||- |
|Shareholders of the Company || || || || |
|Non-controlling interest ||10.79 ||14.18 ||- ||- |
|Profit Attributable from discontinued operations to: ||14.00 ||- ||- ||- |
|Shareholders of the Company || || || || |
|Non-controlling interest ||8.75 ||- ||- ||- |
|Total other comprehensive income from continuing operations ||49.38 ||718.75 ||0.43 ||(0.10) |
|Total other comprehensive income from discontinued operations ||(0.39) ||- ||- ||- |
|Total Other Comprehensive Income ||49.00 ||718.75 ||0.43 ||(0.10) |
|Total comprehensive income attributable to: ||(4470.70) ||596.38 ||78.35 ||77.25 |
|Shareholders of the Company || || || || |
|Non-controlling interest ||19.00 ||12.95 ||- ||- |
|Opening balance of retained earnings ||7395.11 ||7581.68 ||764.77 ||758.25 |
|Amount available for appropriation ||2874.87 ||7458.08 ||842.69 ||835.60 |
|Appropriations: || || || || |
|Dividend on equity shares ||- ||58.48 ||- ||59.17 |
|Tax on dividends ||- ||12.66 ||- ||11.65 |
|Capital reserve ||- ||- ||- ||- |
|On account of restructuring of Subsidiaries ||(47.80) ||(8.17) ||- ||- |
|Closing balance of retained earnings ||2827.07 ||7395.11 ||842.69 ||764.78 |
|Earnings Per Share ||(30.91) ||(0.84) ||0.53 ||0.52 |
|Equity Shares (in numbers) * ||146.22 ||146.22 ||147.93 ||147.93 |
* As per Ind-AS 102 for employee share-based payments shares allottedto Trust but not transferred to employees is required to be reduced from share capital andreserves. Out of 2400000 equity shares allotted to Trust 690984 shares have beenexercised by employees up to March 31 2021.
2. COVID-19 Impact
The COVID-19 pandemic that began in early 2020 caused unprecedenteddisruption and hardship to lives and livelihood. Safeguarding health has always been atthe core of the Company's business perspective. Understanding the importance ofvaccines in our battle against COVID-19 we have been working closely with Governmentauthorities to provide vaccination support for our frontline workers. The Company alsoenabled corporate vaccination drives to encourage employees and their family members toget vaccinated. Alongside the Company launched an initiative to protect employee physicaland mental wellbeing leveraging the support of our in-house panel of doctors. The impactof global health pandemic might be different from that estimated as at the date ofapproval of these financial results and the Company will continue to closely monitor anysignificant impact on the company's financial position.
3. Company's Performance
During the year under review your Company earned a ConsolidatedRevenue of ` 7860 Mn as compared to ` 22393 Mn in the financial year 2019-20. TheProfit/Loss for the year of ` (4500.71) Mn as compared to ` (109.42) Mn in the financialyear 2019-20. The Company during the year had a Standalone Revenue of ` 122.17 Mncompared to ` 285.43 Mn in the financial year 2019-20. The Profit for the year ` 77.92 Mnas compared to ` 77.35 Mn in the financial year 2019-20.
An analysis of the Business and Financial Results are given in theManagement Discussion and Analysis which forms part of this Annual Report.
The Board of Directors of your company after holistically consideringthe prevailing scenario and future business requirements has decided not to recommendDividend for the year under review.
The Dividend Distribution Policy in terms of Regulation 43A of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulation") is disclosed in the Corporate Governance Report and is also availableon Company's website at https://www.takesolutions.com.
5. Capital Structure
The Authorized Share Capital of the Company is Rs. 500000000 dividedinto 350000000 number of equity shares of Rs. 1/- each and 15000000 Preference Sharesof Rs. 10/- each as at March 31 2021. During the year under review the Company hasneither increased its authorized share capital nor issued any equity shares or preferenceshares or securities which carry a right or option to convert such securities into shares.The paid-up share capital of the Company stood at Rs. 147934000 (147934000 shares ofRs. 1 each) as at March 31 2021. There is no change in the paid-up share capital ascompared to the figure as at March 31 2020..
6. Transfer to General Reserve
During the year `19.19 Mn was transferred to General Reserve onaccount of ESOP exercised/ lapsed by employees. Apart from this no other amount has beentransferred from Profit and Loss to General Reserve for the financial year 2020-21.
7. Holding Company
TAKE Solutions Pte Ltd Singapore the Holding Company continues toretain substantial equity in your Company and its present Equity Holding as on March 312021 is 52.90%.
8. Subsidiaries Joint Ventures and Associate Companies
The Company had 17 subsidiaries as on March 31 2021.
The list of subsidiaries associates and jont venture as on March 312021 have been covered under Annexure 3 which forms part of this Report it also containsa report on the highlights of performance of Subsidiaries Associates and Joint Venturecompanies and their contribution to the overall performance of the company
Companies that have become or ceased to be subsidiaries associates andjoint ventures
During the Year under review;
1. The Company has sold its entire stake (58% of equity capital) held in APAEngineering Private Limited a Subsidiary of the Company at a consideration of INR174000000 (Rupees Seventeen Crores Forty Lakhs only) to Mr. K. Vaidyanathan and Mr. K.Ramakrishnan - the promoters of APA Engineering Private Limited. Consequently the companyhas also disinvested from its step down subsidiaries APA Engineering Pte Ltd Singaporeand APA Engineering Inc. USA.
2. Navits Life Science SG Pte Ltd Singapore a Wholly Owned Subsidiary of TAKE GlobalHoldings Pte Ltd Singapore was incorporated on March 15 2021.
3. Navitas Life Sciences Gmbh Germany Step down subsidiary of the Company has beenliquidated during the financial year.
4. The liquidation process of the Company's step down subsidiaries - Navitas LifeSciences sp.z.o.o Poland Acunova Life Sciences Limited UK Ecron LLC Ukraine EcronAcunova LLC Russia Navitas Life Sciences A/S Denmark and Navitas Life Sciences Pte.Ltd Singapore has been initiated as per the requirements of the local laws.
9. Change in Nature of Business if any
There were no changes in the nature of business of the Company and itssubsidiaries during the financial year ended March 31 2021.
10. Particulars of loans guarantees or investments
Pursuant to Section 186 of the Companies Act 2013 and Schedule V ofthe Listing Regulations disclosure on particulars relating to Loans AdvancesGuarantees and Investments are provided as under:
a) As on March 31 2021 the Company had outstanding loan of Rs. 310.15 Million to itswholly owned subsidiary M/s. Ecron Acunova Limited and Rs. 1075.67 Million to TAKESolutions Global Holdings Pte Ltd.
b) During the year under review the Company had not availed any loan.
c) During the Financial year the Company has not made any investment.
11. Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordancewith the provisions of Sec 129(3) and Schedule III of the Companies Act 2013 and IndianAccounting Standards ("Ind-AS") and other recognized accounting practices andpolicies. The Consolidated Financials are also available at the website of the Companyhttp://www.takesolutions.com/.
12. Financials of the Company and its Subsidiaries
The detailed Balance Sheet and Statement of Profit and Loss (bothConsolidated and Standalone) are provided along with this Annual Report and are alsoavailable on Company's website at https://www.takesolutions.com.
The financial statements of the subsidiary Companies are available forinspection by the shareholders at the Registered Office of the Company. The Company willprovide free of cost the copy of the financial statements of its subsidiary companies tothe shareholders upon request of the shareholders. However as required the financialdata of the subsidiaries have been furnished as per Section 129(3) in Form AOC-1 asAnnexure 7 which forms part of this Annual Report.
Further pursuant to SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 separate audited financial statements of eachsubsidiary of the Company in respect of a relevant financial year are uploaded at least21 days prior to the date of the Annual General Meeting and are also available at thewebsite of the Company at https://www. takesolutions.com.
13. Transfer of Unpaid and Unclaimed Amount to Investor Education andProtection Fund (IEPF)
In accordance with the provisions of Companies Act 2013 and the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("Rules") theCompany is required to transfer the following amount to IEPF established by the Governmentof 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 forseven (7) consecutive years or more.
c) Accordingly your Company in its various communications to the shareholders fromtime to time request them to claim their unpaid/unclaimed amount of dividend and sharesdue for transfer to the IEPF account established by Central Government. Further incompliance with the IEPF (Accounting Audit Transfer and Refund) Rules 2016 (IEPF Rules)including statutory modifications thereof the Company publishes notice in newspapers andalso sends specific letters to all the shareholders whose shares are due to betransferred to IEPF to enable them to claim their rightful dues.
d) The company has completed the transfer of unclaimed amounts and shares pertaining tothe dividends declared for the Financial Years 2012-13 First and Second Interim that weredue to be transferred during the previous financial year. During the year under reviewthe company was required to transfer unclaimed amounts pertaining to the dividend declaredfor the Financial Years 2012-13 Final 2013-14 First Interim and 2013-14 Second Interim.Out of the three unclaimed dividend for the Financial Year 2012-13 Final amounting to `157609.60 had already been transferred to IEPF account. With respect to the remaining twotransfers company had initiated the required transfer within the stipulated timeline.However due to some technical glitch from the MCA end the said transfers could notcomplete. Company has raised necessary complaints with the MCA Authority and will ensureto complete the transfers at the earliest. Further 2869 number of corresponding shareswere also transferred as per the requirement of the Rules.
e) The unpaid dividend pertaining to the dividend declared for the Financial Year2013-14 Final Dividend 2014-15 - 1st Interim Dividend and 2014-15 - 2nd InterimDividend shall be transferred to IEPF on October 26 2021 December 18 2021 and March14 2022 respectively.
f ) Details of unclaimed dividend as on March 31 2021 has been provided under theCorporate Governance Report that forms part of this Annual Report.
g) 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 andShare Transfer Agent (M/s. Link Intime India Private Limited).
14. Management Discussion and Analysis Report
The Management Discussion and Analysis Report (MD&A) inter-aliacapturing your Company's performance industry trends and other material changes withrespect to your Company's and its subsidiaries wherever applicable is presentedseparately which forms part of this Annual Report.
The MD&A Report provides a consolidated perspective of economicsocial and environmental aspects material to its strategy and its ability to create andsustain value to its key stakeholders and also includes aspects of reporting as requiredby Regulation 34 of the Listing Regulations on Business Responsibility Report.
15. Business Responsibility Report (BRR)
The Listing Regulations mandate the inclusion of the BRR as part of theAnnual Report for the top 1000 listed entities based on market capitalization. Incompliance with the Listing Regulations we have integrated BRR disclosures into ourAnnual Report. Business Responsibility Report is attached as Annexure 8 to this Report andform part of this Annual Report and same is available on Company website at https://www.takesolutions.com.
16. Corporate Governance
Your Company believes in adopting best practices of corporategovernance. Your Company strives to maintain high standards of Corporate Governancethrough interactions with all stakeholders. As per the Regulation 34(3) read with ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 a separatesection on Corporate Governance followed by your Company along with a certificate fromthe auditors confirming the level of compliance with the corporate governance norms underSEBI LODR Regulation 2015 is attached and forms part of the Board's Report asAnnexure 1.
17. Board of Directors
a) Board's Composition and Independence
Your Company's Board consists of industry leaders and visionarieswho provide strategic direction and guidance to the organization. As on June 24 2021 theBoard comprised of two Executive Directors and four Non-Executive Independent Directors.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.
Definition of Independence' of Directors is derived fromRegulation 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 Act2013 and Regulation 25(8) of the Listing Regulations from the Independent Directorsstating that they meet the prescribed criteria for independence. The Board afterundertaking assessment and on evaluation of the relationships disclosed considered thefollowing Non-Executive Directors as Independent Directors:
a) Mr. N. Kumar
b) Mr. V. Murali
c) Ms. Uma Ratnam Krishnan
d) Mr. B. Srinivasan
All Independent Directors have also afirmed compliance to the code ofconduct 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 there was noappointment of independent director during the year ended March 31 2021. List of keyskills expertise and core competencies of the Board members is provided in CorporateGovernance Report which forms part of the Annual Report.
b) Meetings of the Board
The Board meetings are normally held on a quarterly basis and acalendar of Meetings is usually prepared and circulated in advance to the Directors. TheBoard met ten (10) times during the financial year 2020-21 on May 4 2020 May 21 2020June 11 2020 June 24 2020 August 14 2020 September 14 2020 November 12 2020January 11 2021 February 11 2021 and March 19 2021. The necessary quorum was presentfor all the meetings. The maximum interval between any two meetings did not exceed 120days. The details of the meetings and the attendance of the Directors are provided in theCorporate Governance Report that forms part of this Annual Report.
c) Directors and Key Managerial Personnel
During the year based on the recommendations of the Nomination andRemuneration Committee ("NRC") and in accordance with the provisions of the Actand the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") the appointmentand resignation of the Directors are as follow:
i. Directors retiring by rotation. Ms. N.S. Shobana retires by rotation and beingeligible offers herself for re-appointment. A resolution seeking shareholders'approval for her re-appointment along with other required details forms part of theNotice.
ii. Resignation of Independent Director and Non- Independent & Non-ExecutiveDirector
a) Mr. Raman Kapur resigned as an Independent Director of the Company with effect fromthe close of business hours of June 11 2020. The Board places on record the immensecontributions made by Mr. Raman Kapur to the growth of your Company over the years.
b) Mr. D. V. Ravi resigned as a Non- Executive Director of the Company with effect fromthe close of business hours of June 23 2020. The Board places on record the immensecontributions made by Mr. D. V. Ravi to the growth of your Company over the years.
c) Ms. Subhasri Sriram resigned as an Executive Director of the Company with effectfrom the close of business hours of June 23 2020. The Board places on record the immensecontributions made by Ms. Subhasri Sriram to the growth of your Company over the years.
d) Mr. Ram Yeleswarapu resigned from the position of Executive Director & Presidentand CEO of the Company with effect from the close of business hours of June 23 2020. TheBoard places on record the immense contributions made by Mr. Ram Yeleswarapu to the growthof your Company over the years.
e) Mr. R. Sundara Rajan resigned from the position of Independent Director of theCompany with effect from the close of business hours of November 112020. The Board placeson record the immense contributions made by Mr. R. Sundara Rajan to the growth of yourCompany over the years.
f ) Mr.S. Srinivasan resigned from the position of Non- Independent Director &Non-Executive Director of the Company with effect from the close of business hours ofMarch 292021. The Board places on record its appreciation of the contributions made byMr.S. Srinivasan to the to the deliberations of the Board over the years.
18. Changes in Key Managerial Personnel
a) Ms. Subhasri Sriram resigned from the Position of Chief FinancialOfficer of the Company with effect from the close of business hours of June 30 2020. TheBoard places on record the immense contributions made by Ms. Subhasri Sriram to the growthof your Company over the years.
b) After considering the experience knowledge and skills and taking into account therecommendations of the Nomination and Remuneration Committee Mr. Lalit Mahapatra wasappointed as the "Chief Financial Officer (CFO) of the Company w.e.f. July 1 2020.
c) Mr. Avaneesh resigned from the position of Company Secretary of the Company witheffect from the close of business hours of 21st December 2020. The Board places on recordthe immense contributions made by Mr. Avaneesh to the growth of your Company over theyears.
d) After considering the experience knowledge and skills and taking into account therecommendations of the Nomination and Remuneration Committee Mr. P. Srinivasan wasappointed as the "Company Secretary" (CS) of the Company w.e.f. January 182021.
19. Re-classification of certain individuals and entities from Promoter/Promoters Group to Public Category
During the year under review the Company received intimation from thefollowing entities and Individuals for reclassification of their status from PromotersGroup Category to Public Category inter-alia due to the change in shareholding changein control resignation from Directorship etc as the case may be.
a. Envestor Ventures Ltd;
b. DRP Consultants Pvt Ltd;
c. Mr. D V Ravi; and
d. Mr. Ram Yeleswarapu
The Members at the 19th Annual General Meeting held on September 252020 approved re-classification of Promoter Group to Public category. Pursuant toRegulation 31A of SEBI (LODR) Regulations 2015 the Company has made the application tothe Stock Exchanges and the same is pending with the Stock Exchanges for necessaryapproval.
20. Committees of the Board
Your Company's Board has the following mandatory committees:
a) Audit Committee.
b) Nomination and Remuneration Committee.
c) Stakeholders Relationship Committee.
d) Corporate Social Responsibility Committee; and
e) Risk Management Committee.
Details of terms of reference of the Committees Committee membershipchanges and attendance of Directors at meetings of the Committees etc. are provided inthe Corporate Governance report that form part of this Annual Report.
21. Board Evaluation
In line with the Corporate Governance Guidelines of the Company and theprovisions of the Companies Act 2013 and Regulations 17 & 19 read with Part D ofSchedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 201Annual Performance Evaluation was conducted for all the Board Members as well as workingof Board and its Committees. The Board evaluation framework has been designed incompliance with the requirements under the Companies Act 2013 and the ListingRegulations and in accordance with the Guidance Note on Board Evaluation issued by SEBIin January 2017.
The evaluation of Board was carried out based on various criteriaincluding inter-alia their attendance participation in Meetings engagement with themanagement in making decisions understanding of the Company's business and that ofthe industry and guidance provided to the company to follow the best industry practices.
Evaluation of Committees was based on criteria such as adequateindependence of each Committee frequency of meetings and time allocated for discussionsat meetings functioning of Board Committees and effectiveness of itsadvice/recommendation to the Board etc.
Evaluation of Directors was based on criteria such as participation andcontribution in Board and Committee meetings representation of shareholder interest andenhancing shareholder value experience and expertise to provide feedback and guidance totop management on business strategy governance risk and understanding of theorganization's strategy etc.
The Independent Directors reviewed the performance of theNon-Executive Non-Independent Directors and the Board as a whole as well as theperformance of the Chairperson of the Company taking into account the views of theExecutive Directors and Non-Executive Director.
The Independent Directors were also evaluated by the Board based on theprofessional conduct roles responsibilities etc. as specified in Section 178 read withSchedule IV to the Companies Act 2013. The evaluation of the Board was based oncomposition and statutory compliance understanding of business risks adherence toprocess and procedures overseeing management's procedures for enforcing theorganization's code of conduct ensuring that various policies including the whistleblower policy of the Company were in force and actions taken as appropriate.
The outcome of Board Evaluation for the financial year 2020-21 wasdiscussed by the Nomination and Remuneration Committee and the Board at their meetingsheld on June 24 2021. The Board has received highest ratings on Board communication andrelationships functioning of Board Committees and legal and financial duties. The Boardnoted the actions taken in improving Board effectiveness based on feedback given in theprevious year. Further the Board also noted areas requiring more focus in the futurewhich include discussion on succession planning and updates to be provided on the recenttrends on corporate governance at a global level.
22. Policy on Director's Nomination and Remuneration
The Nomination & Remuneration Committee has laid down a policy forselection and appointment of Directors including determining qualifications andindependence of a Director Key Managerial Personnel (KMP) Senior Management Personneland their remuneration as part of its charter and other matters provided under Section178(3) of the Companies Act 2013..The Policy to formulate the criteria for determiningqualifications competencies positive attributes and independence for appointment of adirector (executive/non-executive/ independent) of the Company ("Director" Acopy of Nomination Remuneration & Evaluation policy of the Company is available onthe Company website https://www.takesolutions.com. and is provided as Annexure 6 to thisBoard's Report. The Managing director and other Executive Directors are eligible forpayment of managerial remuneration.
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 read with Schedule V and other applicable provisions if any of the CompaniesAct 2013 and the Rules made thereunder. 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. Thedisclosures pursuant to Companies (Appointment & Remuneration) Rules 2014 areprovided in Annexure 6A to this Board's Report. Your directors afirm that theremuneration paid to Directors senior management and other employees is in accordancewith the remuneration policy of the Company.
23. Board Polices
The details of the policies approved and adopted by the Board areavailable on Company's website at https://www. takesolutions.com.
24. Declaration by Independent Directors
All Independent Directors of the Company have given declaration underSection 149(7) of the Companies Act 2013 and clause (b) of sub-regulation (1) ofregulation 16 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015. Further confirming that they are in compliance with the criteria laid down in thesaid section as well as Regulation 25 of the Listing Regulations for acting as anIndependent Director of the Company.
In addition to the declaration by Independent Directors pursuant toregulation 34(3) and schedule V para-C clause (10) (i) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a certificate from a company secretary inpractice that none of the directors on the board of the company have been debarred ordisqualified from being appointed or continuing as directors of companies by theBoard/Ministry of Corporate Affairs or any such statutory authority is attached asAnnexure-2B and forms part of this Board Report.
25. Familiarization Programme
The Board Members are provided various updates and presentations withrespect to Company's business and operations its future plans and outlook and otherimportant developments from time to time. Subject matter experts from the organizationalso provide regular updates to the Board Members regarding various developments. Thesedetails are covered under various minutes and records maintained by the Company. Detailsregarding Company's business operations and other requisite information may be foundat the Company's website at www.takesolutions.com .
26. Risk Management
Your Company has put in place a Risk Management framework and adoptedan enterprise risk management policy that provides timely & accurate decision supportand create an environment where every employee is an integral part of risk management. TheChief Risk Officer of the Company who is part of the Risk Management Committee monitorsthe framework and presents to the Audit Committee a quarterly report on the updates of therisk management and mitigation. The committee has evolved and identified various riskspertaining to the industry in which the company operates. The Risk Management Frameworkcovers various categories of risks including inter alia information security and cybersecurity risks effectiveness of the controls that have been implemented to prevent suchrisks and continuous improvement of the systems and processes to mitigate such risks.Mitigation measures for those identified risks are prepared in consultation with theemployees of the Company. The prioritised risk lists are reviewed and action plans aredrawn to mitigate the same.
The Audit Committee and Risk Management Committee and the Boardperiodically monitor status of compliances with applicable laws. The risk managementpolicy of Company is available on the company website.
27. Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate monitor andreport trading by designated persons and their immediate relatives as per the requirementsunder the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015. This Code of Conduct also includes code for practices and proceduresfor fair disclosure of unpublished price sensitive information which has been madeavailable on the Company's website at www.takesolutions. com.
28. Vigil Mechanism/Whistle Blower Policy
The Company has a Whistle Blower Policy and has established thenecessary 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 unethicalbehavior. The details of the policy have been disclosed in the Corporate GovernanceReport which is part of this report and is also available on Company's website atwww.takesolutions. com.
29. Information Required under Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013
Your Company has constituted Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and has also instituted a policy and framework for employees to report sexual harassmentcases at workplace. The Company's process ensures complete anonymity andconfidentiality of information. Adequate workshops and awareness programmed against sexualharassment are conducted across the organization. There were no complaints pending for theredressal at the beginning of the year and no complaints received during the financialyear by the Company's POSH Committee. The Policy on Sexual Harassment of Women atWorkplace is available on Company's website at https://www.takesolutions.com.
30. Related Party Transactions
Your Company has historically adopted the practice of undertakingrelated party transactions only in the ordinary and normal course of business and onarm's length basis as part of its philosophy of adhering to highest ethicalstandards transparency and accountability. In line with the provisions of the CompaniesAct 2013 and the Listing Regulations the Board has approved a policy on related partytransactions.
The Audit Committee had reviewed all related party transactions thatwere entered into during the financial year and found them to be on arm's lengthbasis and in the ordinary course of business. As required under the provisions of Section188 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 thebeginning of financial year for foreseeable related party transactions.
There were no materially significant related party transactions made bythe Company during the year with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge. The disclosure pertaining to the same has been provided in Form AOC-2 as Annexure4.
All Related Party Transactions as required under applicable AccountingStandards are reported in the Notes to Accounts of the Standalone financial statements ofyour Company.
The Policy on related party transactions as approved by the Board isuploaded in the Company's website at https://www. takesolutions.com.
31. Directors' Responsibility Statement
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the InternalStatutory and Secretarial Auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective duringFinancial Year 2020-21.
Pursuant to clause (c) of sub-section (3) and sub-section (5) ofSection 134(5) of the Act the Board of Directors to the best of its knowledge andability confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 andsuch internal financial controls are adequate and operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
32. Particulars of Employees
Information required pursuant to Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as Annexure 6A to this report. Pursuant to Section197(12) of the Companies Act 2013 read with the Rule 5 of the Companies (Appointment ofManagerial Personnel) Rules 2014 no employee who draw a remuneration of more than ` 1.20crores per annum or ` 8.5 lakh per month was employed throughout the financial year orpart of the Financial Year.
33. 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 ofdate of the grant over the exercise price of the option including upfront payments ifany 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 anyoptions to its employees under TAKE Solutions Limited Employee Stock Option Scheme 2007.
Disclosure in compliance with the Rule 12 of Companies (Share Capitaland Debentures) Rules 2014 and Regulation 14 of SEBI (Share Based Employee Benefits)Regulations 2014
TAKE Solutions Limited
Particulars of the ESOS Scheme 2007 as at March 31 2021:
|Particulars ||Series III ||Series IV ||Series V ||Series VI |
|Grant Price - ` ||73.00 ||73.00 ||73.00 ||73.00 |
|Grant Date ||August 072015 ||March 24 2016 ||May 17 2018 ||August 08 2019 |
|Vesting commences on ||August 062016 ||March 23 2017 ||May 16 2019 ||August 08 2020 |
|Vesting Schedule ||30% of grant on August 06 2016 subsequent ||30% of grant on March 23 2017 subsequent ||30% of grant on May 16 2019 subsequent ||30% of grant on August 08 2020 subsequent |
| ||30% of grant on August 06 2017 and balance ||30% of grant on March 23 2018 and balance ||30% of grant on May 16 2020 and balance 40% of grant on May 16 2021 ||30% of grant on August 08 2021 and balance |
| ||40% of grant on August 06 2018 ||40% of grant on March 23 2019 || ||40% of grant on August 08 2022. |
|Option Granted and outstanding at the beginning of the year ||470723 ||85000 ||428000.00 ||425000.00 |
|Option granted during the year ||NIL ||NIL ||NIL ||NIL |
|Option lapsed and /or withdrawn during the year ||10000 ||NIL ||150000 ||NIL |
|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 ||460723 ||85000 ||162000 ||127500 |
|- Option yet to vest ||NIL ||NIL ||116000 ||297500 |
Other Stock option details and the applicable disclosures as stipulatedunder Regulation 14 of SEBI (Share Based Employee Benefits) Regulations 2014 with regardto Employees Stock Option Plan of the Company are available on the website of the Companyat www.takesolutions.com.
34. Internal Control System
The Company follows a detailed process of Internal Control System. Thefinancial and operational controls are firmly built in with these internal processes whichare documented. All these processes are clearly communicated to all team members and canbe easily 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.
35. Internal Financial Controls and their Adequacy
The Board of your Company has laid down internal financial controls tobe followed by the Company and confirm that such internal financial controls are adequateand operating effectively. Your Company has adopted policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.
36. Internal Audit
Internal Audit of the company is handled by M/s. Prasan &Associates an independent Chartered Accountant firm for evaluating the adequacy ofinternal 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 tothe Audit Committee of the Board.
37. Statutory Audit
At 16th Annual General Meeting held on August 11 2017 M/s. GD Apte& Co Chartered Accountants (ICAI Registration No. 100515W) was appointed as StatutoryAuditors of the Company for a term of five years commencing from conclusion of 16th AnnualGeneral Meeting till the conclusion of 21st Annual General Meeting. Accordingly M/s. GDApte & Co Chartered Accountants continue as statutory auditors of the Company for thefinancial year 2020- 21.
There are no qualifications reservations or adverse remarks made byM/s. GD Apte & Co Chartered Accountants Statutory Auditors in their report for thefinancial year ended March 31 2021.
38. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard had appointed M/s. Alagar & Associates Practicing Company Secretary to carryout the Secretarial Audit for the financial year ended March 31 2021. The SecretarialAudit Report in Form MR-3 for the financial year ended March 312021 is enclosed asAnnexure 2 to this Report. There are no qualifications reservations or adverse remarksmade by the Secretarial Auditor in his report.
Further pursuant to the SEBI circular CIR/CFD/CMD1/27/2019 datedFebruary 8 2019 the Annual Secretarial Compliance Report issued by M/s. Alagar &Associates Practicing Company Secretary is attached as Annexure 2A to this Report.
39. Reporting of Frauds by Auditors
Pursuant to provisions of the Section 143(12) of the Companies Act2013 neither the Statutory Auditors nor the Secretarial Auditor has reported any incidentof fraud to the Audit Risk and Compliance Committee during the year under review.
40. Corporate Social Responsibility
Your Company has always been dedicated to Corporate SocialResponsibility (CSR) & sustainability initiatives. As per the provisions of theCompanies Act 2013 a company meeting the specified criteria shall spend at least 2% ofits average net profits for three immediately preceding financial years towards CSRactivities. Since 2013 Your Company has contributed towards multiple worthy causes oftengoing above and beyond this mandate.
In the financial year 2020-21 Your Company focused on supportingemployees vendors and their families with health-related challenges through the pandemic.In this moment of crisis our first duty is towards the sustainability of our own people.We launched multiple initiatives to support individuals and families to deal with theimpact of the pandemic. Pursuant to Section 135 of the Companies Act 2013 read with theamendments of The Companies (Amendment) Act 2019 the un-utilised funds of ` 3984000will be transferred to a separate bank account maintained for this purpose and will bespent on On-Going Projects within the next three financial years.
Your Company continues to support causes across healthcare educationand environmental sustainability and we look forward to taking up many more criticalprojects in better times ahead.
Contents of CSR Policy is also available on Company's websiteat https://www.takesolutions.com/index.php/ investor-relation#corporate.
41. Particulars Regarding Conservation of Energy Research andDevelopment and Technology Absorption
Details of steps taken by your Company to conserve energy through its"Sustainability" initiatives Research and Development and Technology Absorptionhave been disclosed as part of the MD&A Report.
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 programmed for usageand 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 & Cabin areas to control thelighting usage effectively by turn off the lights when no one is using the room helps tonot waste excess energy and improve the environment.
b) Technology Absorption
Adoption of Multi Factor Authentication to login our O365 Mail service providesadditional security by requiring a second form of verification and delivers strongauthentication through a range of easy-to-use validation methods from the users mobiledevices.
Adoption Data loss prevention (DLP) which will ensure that sensitive data is not lostmisused or accessed by unauthorized users will also help us to meet compliance andauditing requirements and identify areas of weakness and anomalies for forensics andincident response
Adoption of AD SelfService which has integrated self-service password management andsingle sign on solution. This solution helps domain users perform self-service passwordreset self-service account unlocks employee self-update of personal details in MicrosoftWindows Active Directory. It also offers Windows two-factor authentication for all remoteand local logins. Administrators find it easy to automate password resets account unlockswhile optimizing IT expenses associated with help desk calls.
Adoption of Next Generation AV solution Endpoint detection and response (EDR) alsoknown as endpoint threat detection and response (ETDR) is an integrated endpoint securitysolution that combines real-time continuous monitoring and collection of endpoint datawith rules-based automated response and analysis capabilities which are designed todetect and remove any malware or any other form of malicious activity on a network.
Adoption of enterprise-ready security monitoring solution named "Wazuh" forthreat detection integrity monitoring incident response and compliance which will beused to collect aggregate index and analyses security data helping organizations detectintrusions threats and behavioral anomalies.
Adoption of "UpGuard Breachsight" which helps to assess ourorganization's security posture with easy-to-understand and also helps to improve oursecurity and find leaked employee credentials exposed to the public Internet typosquatted domains and software vulnerabilities.
Adoption of Privileged Access Management (PAM) refers to systems that securely managethe accounts of users who have elevated permissions to critical corporate resourcesthose user accounts are high value targets for cyber criminals. It helps to ensure thatany unauthorized access to target systems is denied.
Adoption of Microsoft Teams for business as an internal official communication toolalong with Integrated audio conference bridge which allows participants to dial intoMicrosoft Teams meetings via multiple devices for the O365 users.
42. Foreign Exchange Earnings and Outgoings
During the financial year 2020-21 your Company's foreign exchangeearnings were Rs. 78.36 Mn and foreign exchange outgoings were Rs. 986.04 Mn as againstRs. 59.65 Mn of foreign exchange earnings and Rs. 853.48 Mn of foreign exchange outgoingsfor the financial year 2019-20.
43. Extract of Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act2013 extract of the Annual Return as on March 31 2021 in form MGT-9 is enclosed asAnnexure 3 to this report. Additionally the Company has also placed a copy of annualreturn of the financial year 2019-20 on its website at www.takesolutions.com.
44. Material Changes and Commitments Affecting the Financial Positionof the Company
There are no material changes or commitments affecting the financialposition of the Company which has occurred between the end of the financial year of theCompany to which the financial statements relate and the date of this Report.
45. Other Disclosures
a) Your Company has not accepted any deposits from the public within the meaning of theCompanies' (Acceptance of Deposits) Rules 2014 and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.
b) Your Company has not issued shares with differential voting rights and sweat equityshares during the year under review.
c) Your Company has complied with the applicable Secretarial Standards relating toMeetings of the Board of Directors' and General Meetings' during theyear.
d) Maintenance of cost records and requirement of cost Audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable to the businessactivities carried out by the Company.
e) There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
f ) Details of unclaimed dividends and equity shares transferred to the InvestorEducation and Protection Fund authority have been provided as part of the CorporateGovernance report.
g) The electronic copies of the annual report and the notice convening the TwentiethAGM would be sent to the members whose e-mail addresses are registered with the Company ortheir respective Depository Participants (DP). In terms of General Circulars no. 14/2020dated April 08 2020 17/2020 dated April 13 2020 and 20/2020 dated May 05 2020 readwith General Circular No.02/2021 dated January 13 2021 issued by the Ministry ofCorporate Affairs (MCA) read with SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/84 datedMay 12 2020 followed by Circular No. SEBI/HO/CFD/CMD 2/CIR/P/2021/11 dated January 152021 the Company has not printed physical copies of the annual report for distribution.The full Annual Report is available on the website of the Company and shall also bedisseminated to the stock exchanges where shares of the Company are listed.
h) In view of the government advisories issued on travel / public gatherings incombating the COVID-19 pandemic and to support the health and well-being of allstakeholders the 20th AGM would be conducted through video conferencing or otheraudio-visual means on August 11 2021 as per the framework notified by Ministry ofCorporate Affairs. The notice convening the 20th AGM shall contain detailed instructionsand notes in this regard.
Your Directors take this opportunity to thank the customers vendorsbankers business partners/ associates financial institutions shareholders Reserve Bankof India Stock Exchanges and Central and State Governments for their consistent supportand encouragement to the Company.
Your Directors wish to place on record their sincere appreciation forthe dedicated efforts and consistent contribution made by the employees at all levels toensure that the Company continues to grow and excel.